Dispatch of Special Meeting Materials

AGM10 September 2025IPLReal Estate

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IMMEDIATE – 10 SEPTEMBER 2025

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Notice of
Special Meeting of
Shareholders 2025

ContentsImportant Notice
Notice of Special Meeting and Order of Business6
Letter from the Independent Chair 8
Explanatory Notes 12
Procedural Notes and Other Information 24
Defined Terms 26
Important information
This Notice of Special Meeting is an important document and
requires your attention. It has been prepared to advise you of
the forthcoming Special Meeting of Shareholders of Investore
Property Limited (Investore) and to assist you in understanding
the resolutions to be put to Shareholders for consideration at
the Special Meeting of Shareholders.
The Directors encourage you to read this Notice of Special
Meeting (together with the Appraisal Report that accompanies
this Notice of Special Meeting) carefully and in full, and to
exercise your right to vote.
Your decision
This Notice of Special Meeting does not consider your
individual investment objectives, financial situation, or needs.
You must make your own decisions and seek your own advice in
this regard. The information and recommendations contained
in this Notice of Special Meeting do not constitute, and should
not be taken as constituting, financial advice. If you are in any
doubt as to what you should do, you should seek advice from
your financial, taxation or legal advisor before making any
decision.
Forward-looking statements
This Notice of Special Meeting (including any supplementary
document which is included or referenced) may contain certain
forward-looking statements with respect to the financial
condition, results of operations and business of Investore.
Forward-looking statements can generally be identified by
use of words such as ‘project’, ‘foresee’, ‘plan’, ‘expect’, ‘aim’,
‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’
or similar expressions. All such forward-looking statements
involve known and unknown risks, significant uncertainties,
assumptions, contingencies, and other factors, many of which
are outside the control of Investore, which may cause the actual
results or performance of Investore to be materially different
from any future results or performance expressed or implied
by such forward-looking statements. Such forward-looking
statements speak only as of the date of this Notice of Special
Meeting. Investore undertakes no obligation to update these
forward-looking statements for events or circumstances that
occur subsequent to such dates or to update or keep current
any of the information contained herein. Any estimates or
projections as to events that may occur in the future (including
projections of revenue, expense, net income and performance)
are based upon the best judgement of Investore from the
information available as at the date of this Notice of Special
Meeting. Actual results may vary from the projections and such
variations may be material. You are cautioned not to place
undue reliance on forward-looking statements.
Non-NZ GAAP financial information
This Notice of Special Meeting includes certain financial
measures that are ‘non-GAAP (generally accepted accounting
practice) financial information’ under Guidance Note 2017:
‘Disclosing non-GAAP financial information’ published by
the New Zealand Financial Markets Authority. Non-GAAP
measures can be useful for investors and other users of this
information as it can provide additional insight into an entity’s
financial performance, financial condition and/or cash flow.
Such financial information and financial measures (including
distributable profit, contract rental and loan to value ratio)
do not have standardised meanings prescribed under New
Zealand equivalents to International Financial Reporting
Standards (NZ IFRS), and therefore, may not be comparable to
similarly titled measures presented by other entities, and should
not be construed as an alternative to other financial measures
determined in accordance with NZ IFRS.
NZ RegCo
NZX Regulation Limited (NZ RegCo) has provided written
confirmation that it does not object to this Notice of Special
Meeting pursuant to Listing Rule 7.1.1. However, NZ RegCo
accepts no responsibility for any statement in this Notice of
Special Meeting.
Defined terms
Capitalised terms set out in this Notice of Special Meeting have
the meanings given to them in the Defined Terms section of this
Notice of Special Meeting.
Queries
If you have any queries in relation to this Notice of Special
Meeting, please feel free to call Investore’s share registrar on
+64 9 488 8700.
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
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Key Dates
Silverdale Centre, Auckland
5.00pm
Friday, 17 October 2025
Record date for
entitlement to vote:
10.30am
Saturday, 18 October 2025
Voting/Proxy Forms to be
received by:
10.30am
Monday, 20 October 2025
Special
Shareholders’ Meeting:
All references to time in this Notice of Special Meeting are references to New Zealand standard time.
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
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Date of meeting:20 October 2025
Time:10.30am
Location:
The Special Meeting will be held
as a virtual meeting only using
Computershare’s Meeting Platform
meetnow.global/nz
Investore Property Limited
Notice of Special Meeting of Shareholders 2025
Business
ACHAIR’S ADDRESS
BORDINARY RESOLUTIONS
To consider and, if thought fit, pass the following ordinary resolutions:
Resolution 1 – Approval of the Silverdale Centre Acquisition: That, subject to either Resolution 2 or Resolution 3 being
passed, in accordance with Listing Rule 5.2.1, the acquisition of the Silverdale Centre located at 61 Silverdale Street,
Silverdale, Auckland for $114 million by Investore Property Limited from Stride Property Limited, as described in further
detail in the Explanatory Notes to the Notice of Special Meeting of Shareholders dated 8 September 2025, be approved.
Implementation of this resolution is conditional upon either Resolution 2 or Resolution 3 (each detailed below) being
approved by Shareholders.
The Board (constituted by the independent Directors) recommends that Shareholders vote in favour of Resolution 1.
Directors Tim Storey and Ross Buckley have abstained from participating in the Board decision on this acquisition and from
making any recommendation, on the basis that they are also directors of Stride Property Limited, an 18.83% cornerstone
shareholder in Investore, the seller of the Silverdale Centre to Investore.
Resolution 2 – Approval of the Silverdale Centre Letter: That, subject to Resolution 1 being passed and Resolution 3
not being passed, in accordance with Listing Rule 5.2.1, the Silverdale Centre Letter be approved, as described in the
Explanatory Notes to the Notice of Special Meeting of Shareholders dated 8 September 2025.
Implementation of this resolution is conditional upon Resolution 1 (detailed above) being approved, and Resolution 3
(detailed below) not being approved, by Shareholders.
The Board (constituted by the independent Directors) recommends that Shareholders vote in favour of Resolution 2.
Directors Tim Storey and Ross Buckley have abstained from participating in the Board decision on the Silverdale Centre
Fees and from making any recommendation, on the basis that they are also directors of Stride Investment Management
Limited, the beneficiary of the proposed Silverdale Centre Fees under the Silverdale Centre Letter.
Resolution 3 – Amendments to the Management Agreement: That, in accordance with Listing Rule 5.2.1, Investore
Property Limited’s Management Agreement be amended in the manner described in the Explanatory Notes to the Notice of
Special Meeting of Shareholders dated 8 September 2025.
The Board (constituted by the independent Directors) recommends that Shareholders vote in favour of Resolution 3.
Directors Tim Storey and Ross Buckley have abstained from participating in the Board decision on the amendments and
from making any recommendation, on the basis that they are also directors of Stride Investment Management Limited, a
party to the Management Agreement.
Resolution 4 – Ratification of issue of convertible notes and shares: That the issue under Listing Rule 4.5.1 of up
to 62,500,000 convertible notes (each with an issue price of $1.00) and any conversion of those Notes into up to
54,738,186 ordinary shares in Investore Property Limited (as calculated under Listing Rule 4.5.1(f)), in each case on the
terms set out or referred to in the Product Disclosure Statement dated 8 September 2025 be approved and ratified for all
purposes, including Listing Rule 4.5.1(c).
The Board recommends that Shareholders vote in favour of Resolution 4.
CGENERAL BUSINESS
To consider such other business as may be lawfully raised at the meeting.
By order of the Board
Jennifer Whooley,
Chief Financial Officer & Company Secretary
8 September 2025
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Letter from the Independent Chair
Resolutions to be considered
There are four resolutions to be considered at the Special
Meeting relating to matters that were referred to in Investore’s
market announcement to NZX on 8 September 2025, being, in
broad terms, resolutions to:
1. approve the acquisition by Investore of the Silverdale
Centre from Stride Property Limited (SPL) (the Silverdale
Centre Acquisition) (Resolution 1);
2. approve the Silverdale Centre Letter, relating to the
payment of additional fees by Investore to its manager,
Stride Investment Management Limited (SIML) for
managing the Silverdale Centre (the Silverdale Centre
Fees) (Resolution 2);
3. approve certain amendments to Investore’s Management
Agreement with its manager, SIML (the Management
Agreement Amendments) (Resolution 3); and
4. approve the ratification of the issue of Notes by Investore
which is expected to occur on 26 September 2025
(together with the number of shares that the Listing Rules
deem to be issued on conversion as at the date of the
Offer), prior to the Special Meeting (Resolution 4).
To ensure that SIML receives fees for the additional services
that would result from managing Silverdale Centre on behalf
of Investore, the approval of the Silverdale Centre Acquisition
will only become effective if the Silverdale Centre Letter or the
Management Agreement Amendments are also approved.
If Shareholders approve the Management Agreement
Amendments, fees payable to SIML in respect of managing
the Silverdale Centre will be included in those broader set of
amendments to the Management Agreement and the Silverdale
Centre Letter would not take effect. If, on the other hand, the
Management Agreement Amendments are not approved, the
Silverdale Centre Letter would apply to the payment of any fees
to SIML for managing the Silverdale Centre. The quantum of
fees payable to SIML for managing the Silverdale Centre would
be the same in each case. The current annual cost to Investore
of these fees (net of recoveries from tenants) is estimated to be
approximately $134,000.
Further important information about those four resolutions
is also set out in the Explanatory Notes, and in the Appraisal
Report in the case of Resolution 1, Resolution 2 and
Resolution 3.
Material Transactions with a Related Party
As the independent Chair of Investore, I wish to take the
opportunity to highlight some key points relating to the
Silverdale Centre Acquisition, the Silverdale Centre Fees and
the Management Agreement Amendments.
Each of the Silverdale Centre Acquisition, the Silverdale Centre
Fees and the Management Agreement Amendments will be
a Material Transaction for the purpose of the “Related Party”
rules of the Listing Rules and therefore subject to Shareholder
approval by way of ordinary resolution (excluding those
Shareholders who are prohibited by the Listing Rules from
voting in favour).
Dear Shareholders,
We are pleased to invite you to attend
the Special Meeting of Shareholders of
Investore Property Limited (Investore),
which will be held as a virtual meeting
only using Computershare’s Meeting
Platform meetnow.global/nz,
commencing at 10.30 am on Monday,
20 October 2025.
Northington Partners has been engaged by Investore in
accordance with requirements under the NZX Listing Rules
to prepare an Appraisal Report on each of these Material
Transactions. A summary of some of their key conclusions is
set out in the Explanatory Notes. Overall, Northington Partners
have assessed:
(a) the purchase value and terms of the Silverdale Centre
Acquisition to be fair to Shareholders (excluding SPL and
those Shareholders associated with SPL);
(b) the Silverdale Centre Fees to be fair to Shareholders
(excluding those Shareholders associated with SIML; and
(c) the Management Agreement Amendments to be fair to
Shareholders (excluding those Shareholders associated
with SIML).
The Appraisal Report accompanies this Notice of Special
Meeting and should be read and considered by Shareholders
before voting on Resolution 1, Resolution 2 and Resolution 3.
Independent and robust process adopted
Due to the relationship between Investore and Stride Property
Group (being an NZX listed entity comprising SPL and SIML
whose shares are stapled together, and SIML being Investore’s
and SPL’s manager), independence and the management of any
perceived and actual conflicts of interest is an integral feature
of Investore’s governance practices.
As with previous transactions that Investore has presented to
Shareholders, the Board was mindful to ensure an independent
and robust process was followed where Shareholders would
have confidence in the integrity of all aspects of the process
and that any subsequent Board recommendations about the
transactions would be made on the basis that those matters
deliver the best outcome for Investore and its Shareholders.
The process relating to the Silverdale Centre Acquisition, the
Silverdale Centre Letter and the Management Agreement
Amendments was managed by the independent Directors
and negotiated on an arm’s length basis, with the following
measures adopted to ensure an independent process:
• The independent Directors of Investore, being Gráinne
Troute, Adrian Walker and myself (Mike Allen), managed the
negotiation of:
-the Sale and Purchase Agreement relating to the
Silverdale Centre Acquisition with the board of SPL,
with the assistance of legal advisors appointed by the
independent Directors;
-the Silverdale Centre Letter with the board of SIML,
with the assistance of legal advisors appointed by the
independent Directors; and
-the amendments to the Management Agreement
with the board of SIML, with the assistance of legal
advisors appointed by the independent Directors.
In each case, those legal advisors were independent of
Stride Property Group and reported solely to us, as the
independent Directors.
• SIML has demonstrated to our satisfaction that the
standing conflicts protocol of SIML (Investore and SPL’s
manager) was adhered to in negotiating the transactions.
This involved separate teams within SIML assisting
Investore and Stride Property Group. In addition, a conflicts
protocol specific to the transactions was adopted, which
was reviewed by the independent legal advisors to
Investore’s independent Directors.
• An independent valuation of the Silverdale Centre was
obtained from JLL as at 11 August 2025 for the purposes
of the proposed Silverdale Centre Acquisition, with the
valuation supporting the purchase price.
• In accordance with the requirements of the Listing Rules,
the valuer (JLL) and the independent appraiser for the
Appraisal Report (Northington Partners) were approved by
NZX.
• As required by the Listing Rules, the SIML-appointed
Investore Directors, Tim Storey and Ross Buckley,
abstained from voting on the Board approval of the
Silverdale Centre Acquisition, the Silverdale Centre Fees
and the Management Agreement Amendments.
The independent Directors met without the SIML-
appointed Investore Directors present to discuss and
consider the transactions.
Why support the Silverdale Centre Acquisition?
The Silverdale Centre Acquisition presents a compelling
opportunity:
• it aligns with Investore’s broader strategy of targeted
growth through investing in high quality assets located in
key metro areas with strong growth characteristics;
• it is being acquired for $114 million, with the purchase
price supported by an independent valuation;
• it is expected to have a positive financial impact,
delivering an expected initial yield
1
of 6.8% resulting in an
increase in Distributable Profit of 3.0%
2
in the first year of
ownership; and
• it will further diversify Investore’s tenant base, reducing
Investore’s largest tenant exposure, Woolworths, from
59% to 54% by Contract Rental.
Further information about the Silverdale Centre Acquisition is
set out in the Explanatory Notes to Resolution 1.
1. Yield is calculated based on the annualised net Contract Rental for the Silverdale Centre divided by the purchase price.
2. The expected increase in Distributable Profit has been calculated by comparing Investore’s forecasted Distributable Profit for the 12 month period
to 31 October 2026 (12 months following the expected settlement of the Silverdale Centre Acquisition) (a) assuming that the Offer, Silverdale Centre
Acquisition and Management Agreement Amendments did not occur, against (b) assuming the issue of $62.5 million of Notes, the Silverdale Centre
Acquisition and the payment of the Silverdale Centre Fees did occur.
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Letter from the Independent Chair (cont.)
Why support the Silverdale Centre Letter?
As noted above, the Silverdale Centre Acquisition presents a
compelling opportunity, and SIML ought to be paid fees for
the additional services that would be provided to Investore if
it becomes part of Investore’s portfolio. If the Management
Agreement Amendments, as a whole, are approved (including
the fee changes) those fees would be payable under the
Management Agreement (as amended).
Accordingly, the Silverdale Centre Letter should be considered
only as a fall-back to ensure that SIML is paid fees for managing
that property in the scenario where Shareholders support
the Silverdale Centre Acquisition but not the broader set of
amendments contemplated by the Management Agreement
Amendments.
Further information about the Silverdale Centre Letter is set out
in the Explanatory Notes to Resolution 2.
Why support the Management Agreement
Amendments?
The Management Agreement Amendments include:
• an expansion of Investore’s current mandate into
convenience-based retail properties, which is a resilient
and attractive sector that complements Investore’s
existing large format retail portfolio;
• amendments to the building management fee structure to
introduce a more equitable and market-aligned structure
(rather than the current flat fee of $10,000 per annum for
each property held by Investore);
• flexibility for additional management resource intensive
services that are not contemplated by the Management
Agreement to be requested by Investore, and for the
scope and fees for such services to be agreed between
Investore and SIML; and
• amendments to the capital management provisions so
that the LVR and hedging policies will be determined
solely by the Board.
The Management Agreement Amendments are being
proposed to ensure that Investore is well-positioned to
pursue strategic, targeted growth opportunities to deliver a
resilient and growing income stream, optimising returns for
Shareholders. In particular:
• the expanded mandate would provide capacity to
continue our approach of targeted growth while retaining
the key portfolio benefits that Investore has established;
• the building management fee amendment would remove
the misalignment with both market practice and with the
management intensification required to manage multi-
tenanted retail centres if Investore’s investment mandate
is to include convenience-based retail properties; and
• the capital management provision amendments would
align with market practice and provide greater flexibility to
the Board.
None of the proposed amendments to the Management
Agreement are required in order to permit the Silverdale Centre
to be owned by Investore and managed by SIML, but are being
made to give effect to the proposed broader strategy that the
Board is recommending to Shareholders of expanding our
portfolio into convenience-based retail properties.
Further information about the Management Agreement
Amendments is set out in the Explanatory Notes to Resolution 3.
Recommendations to vote in favour of all of
the Resolutions
The Board (constituted by the independent Directors)
recommends Shareholders vote in favour of the Silverdale
Centre Acquisition, the Silverdale Centre Letter and the
Management Agreement Amendments (being Resolution
1, Resolution 2 and Resolution 3), as we consider those
transactions to be in the best interests of Investore and you, as
a Shareholder.
In addition, the Board as a whole recommends that
Shareholders vote in favour of Resolution 4, being the resolution
to ratify the issue of Notes (together with the number of shares
that the Listing Rules deem to be issued on conversion as at the
date of the Offer) as we consider it prudent to have this capacity
to issue shares available.
I encourage all Shareholders to read this Notice of Special
Meeting in its entirety, including the enclosed Appraisal Report
from Northington Partners. Thank you for your continued
support and we look forward to the meeting on 20 October
2025.
Yours sincerely,
Mike Allen
Independent Director
and Chair of the Board
Silverdale Centre, Auckland
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Explanatory Notes
Resolution 1 – Approval of Silverdale Centre Acquisition
1. Details of the Silverdale Centre Acquisition
Property description
The Silverdale Centre is an open-air retail centre located
in a high-growth metropolitan catchment north of
Auckland with approximately 39 tenants. The Silverdale
Centre is situated in a strong growth corridor, and
the catchment benefits from population growth and
residential development driving retail demand. The
Silverdale Centre catchment is expected to grow to
approximately 125,000 individuals in 2048, representing
a 48% growth from 2023
3
.
The property is anchored by everyday needs retailers
Woolworths and The Warehouse, complemented by a mix
of specialty tenants that serve as “mini-anchors,” which
contribute to visitation and a resilient income profile.
These mini-anchor stores such as Noel Leeming, Chemist
Warehouse and Supercheap Auto provide Investore with
greater tenant diversification to a wider range of retail
categories, while still underpinned by non-discretionary
everyday needs tenants.
The property has a low site coverage, with approximately
23,000sqm of NLA over a 70,000sqm site meaning that
the underlying landholding helps to underpin the property
valuation.
Terms and conditions of acquisition
As advised in the market announcement on 8 September
2025, Investore entered into the conditional Sale and
Purchase Agreement to acquire the Silverdale Centre
from SPL on 8 September 2025.
The purchase price for the property is $114 million.
An independent valuation of the Silverdale Centre
was obtained from JLL, with the valuation supporting
the acquisition price. Refer to Section 6.1 (Value and
Purchase Price) of the Appraisal Report for further
information regarding how JLL assessed the value of the
Silverdale Centre.
It is expected that the only outstanding condition of the
Sale and Purchase Agreement at the date of the Special
Meeting is the approval by Shareholders of the Silverdale
Centre Acquisition. The condition requiring approval
by the Board is expected to be satisfied on or before
22 September 2025, and all other conditions and
approvals to settlement of the purchase (including
the approval of the board of SPL) have been satisfied.
Legal, technical and environmental due diligence was
undertaken by Investore prior to the execution of the Sale
and Purchase Agreement.
If the Silverdale Centre Acquisition (and associated
management fees under either Resolution 2 or Resolution
3) are approved by Shareholders, the Sale and Purchase
Agreement will be declared unconditional. In such case,
Investore will pay a deposit of $5,700,000 (being 5% of
the purchase price), with the remainder of the purchase
price payable at the time of settlement. Settlement is
scheduled to occur on 31 October 2025. However, if
Resolution 1 is not passed (including as a result of neither
Resolution 2 nor Resolution 3 being passed), the Sale
and Purchase Agreement will be terminated, and the
Silverdale Centre Acquisition will not proceed.
Consistent with what would typically be expected in a
commercial transaction of this nature and size, other key
terms of the Sale and Purchase Agreement include:
• The approval of the Board within 10 working days of
the execution date (being 22 September 2025).
• The approval of the board of SPL by 31 October
2025 (this condition has been satisfied).
• The Silverdale Centre is sold subject to, but with the
benefit of, the existing leases.
• Warranties are given by SPL as vendor, including:
-corporate warranties in respect of the solvency
of SPL and the enforceability of the Sale and
Purchase Agreement against SPL;
-title warranties in respect of the valid entitlement
of SPL to the Silverdale Centre and confirmations
that the property is not subject to any third party
options or rights to acquire the property;
-standard building warranties in respect of any
charges or levies against the Silverdale Centre,
works completed, compliance schedules and all
notices and demands;
-lease warranties in respect of there being no
material defaults, disputes, side agreements
or outstanding demands with tenants and that
leases are valid, enforceable and accurate and
all relevant incentives which have been granted
by SPL prior to the date of the Sale and Purchase
Agreement will be credited to Investore on
settlement;
-information warranties in respect of the accuracy
and completeness of the due diligence materials;
-litigation warranties of there being no actual or
threatened claims or litigation in respect of an
interest in the Silverdale Centre or which may
affect any of the leases; and
-other general warranties in respect of disputes,
breaches of environmental law, compulsory
acquisition notes and valid insurance
confirmations.
3. Colliers, “Retail Catchment Analysis Silverdale Centre”, November 2023.
• Investore may only make a claim for breach of
warranty if such claim (or series of related claims) is
made within 12 months of the Settlement Date, and
the total aggregate amount of the claims exceeds
$50,000 but is no more than $11,400,000 (being
10% of the purchase price). However, if there is a
breach of a corporate warranty or a title warranty
then the maximum claim shall instead be up to
the amount of the purchase price of the Silverdale
Centre.
• The manager of the Silverdale Centre shall continue
to be SIML, and management shall be undertaken on
the terms of the Management Agreement.
• If, within one year of the Settlement Date, the New
Zealand government enacts legislation for an
alternative earthquake rating system in New Zealand,
or there is an update to any of the relevant guidelines
or standards which are applicable to assessing the
earthquake rating of buildings, then SPL will obtain a
new seismic assessment on certain buildings in the
Silverdale Centre which have seismic ratings of less
than 67% New Building Standard (NBS) within two
years from the Settlement Date.
• If the relevant legislation does not change or the new
seismic assessment referred to above does not show
such buildings as having an NBS rating of greater
than or equal to 67%, then, at the option of Investore,
SPL will either undertake seismic strengthening
works up to a maximum cost of $800,000 plus GST
(if any) or upon the parties agreeing the cost and
scope of such works, SPL will reimburse part of the
purchase price up to a maximum of $800,000 plus
GST (if any) for Investore to undertake the seismic
strengthening works (which shall be recorded as
a reduction in the purchase price). The cost of the
seismic strengthening works is estimated to be
$750,000 plus GST (if any), including contingencies.
The property has been inspected by Investore, its
technical advisor, and JLL (independent valuer appointed
as part of the Silverdale Centre Acquisition process), as
part of the due diligence process, including provision
of an independent valuation. Legal documentation
relating to the property such as the title, leases and the
Land Information Memorandum (LIM) report have been
reviewed by Investore’s independent legal advisors prior
to the date of the Sale and Purchase Agreement.
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2. Rationale for the Silverdale Centre Acquisition
Explanatory Notes (cont.)
Alignment
with strategy
The Silverdale Centre
supports Investore’s
three strategic
principles as follows:
Our StrategyAlignment
Targeted Growth
Focus on acquisitions and
developments in key metro
locations, while continuing to
enhance portfolio scale, tenant
diversification and growth outlook
• $1.1 billion pro forma Investment Portfolio value
post transaction
4
, an increase of approximately 12%
• Property is located in Silverdale, a fast growing
area in the Auckland region, with the catchment
projected to grow 48%
5
from 2023 to 2048
• Provides diversification of tenant mix, with a
broader retail offering, including new nationally
recognised retailers such as ANZ, Chemist
Warehouse, The Warehouse and Noel Leeming,
and introducing 32 new tenants to the Investore
portfolio
• The majority of Contract Rental at the Silverdale
Centre is subject to structured or market rent
reviews, underpinning the growth outlook
Continued Optimisation of
the Portfolio
Collaborate with tenants to expand
and improve existing properties, and
over time recycle capital into further
strategically aligned investment
opportunities
• Disposal of Woolworths Browns Bay for
$24.4 million helps to provide balance sheet
capacity for the acquisition of the Silverdale Centre
• The initial yield for the Silverdale Centre of 6.8%
compares favourably with the initial yield of the
above disposal, being 5.4%
• Further portfolio repositioning to be explored post
settlement of the Silverdale Centre Acquisition
Proactive Capital Management
Proactively manage capital to
maintain a healthy and flexible
balance sheet for growth, while
preserving sustainable returns
to investors
• Notes Offer provides Investore with access to a
new source of capital, resulting in greater funding
diversification
• Post transaction pro forma LVR expected to be
40.2%
6

• 8.2% projected unlevered property return
7
from
the Silverdale Centre Acquisition to exceed
Investore’s weighted average cost of capital,
supports Investore’s goal of delivering total returns
to shareholders over the medium to long term
that are resilient across a wide range of market
conditions

Disciplined growth
Investore is committed to ensuring that any growth will be undertaken in a considered and
disciplined manner, through acquisitions and developments that enhance the quality of
Investore’s portfolio and optimise returns for shareholders. With the Board proposing to amend
the investment policy contained in the Management Agreement to expand into convenience-
based retail properties, the Board’s focus has been to look for additional opportunities to grow
Investore’s portfolio and enhance shareholder returns.
Tenant diversification
The acquisition would support Investore’s portfolio rebalancing strategy by reducing the
Woolworths (General Distributors Limited) tenancy concentration, which, after the Silverdale
Centre Acquisition completes, will reduce from 59% to 54%
8
. The Silverdale Centre Acquisition
will also introduce 32 new tenants into Investore’s portfolio, including nationally recognised
retailers such as Chemist Warehouse, The Warehouse and Noel Leeming. Post acquisition the
portfolio’s Auckland weighting
9
will also increase from 42% to 48%.
4. 31 March 2025 Investment Portfolio value, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay, and the
Silverdale Centre Acquisition.
5. Colliers, “Retail Catchment Analysis Silverdale Centre”, November 2023.
6. 31 March 2025 LVR, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay, the net proceeds of the Notes
issuance assuming $62.5m is raised, and the acquisition of the Silverdale Centre.
7. Per JLL independent valuation report.
8. 31 March 2025 weighting, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay, and, for the latter metric,
the acquisition of the Silverdale Centre.
9. See note 8 above.
10. 31 March 2025 LVR, pro forma for the acquisition of Bunnings New Lynn and the disposal of Woolworths Browns Bay.
11. The expected increase in Distributable Profit has been calculated by comparing Investore’s forecasted Distributable Profit for the 12 month period
to 31 October 2026 (12 months following the expected settlement of the Silverdale Centre Acquisition) (a) assuming that the Offer, Silverdale Centre
Acquisition and Management Agreement Amendments did not occur, against (b) assuming the issue of $62.5 million of Notes, the Silverdale Centre
Acquisition and the payment of the Silverdale Centre Fees did occur.
3. Financial impact of the Silverdale
Centre Acquisition
The Silverdale Centre Acquisition would deliver greater
diversification and rental growth to Investore’s rental
income profile, with 57% of Contract Rental at the
Silverdale Centre subject to structured rent reviews, and a
further 30% subject to market-based rent reviews.
The Silverdale Centre Acquisition will be funded with
bank debt. With the net proceeds from the issue of the
Notes to be used to repay bank debt, the pro forma LVR,
including the Silverdale Centre Acquisition, will increase
marginally from 39.4%
10
to 40.2%, or to 45.6% if the
issue of the Notes does not proceed. This is well below
the bank LVR covenant limit of 60%, preserving balance
sheet resilience. The resulting portfolio diversification
and rental growth prospects from the acquisition of
the Silverdale Centre are expected to be accretive to
Distributable Profit by approximately 3.0%
11
in the first
year of ownership (on the assumption the transaction
settles on 31 October 2025).
Investore has incurred one-off costs for the Silverdale
Centre Acquisition of approximately $0.4 million, which
are not impacted by the outcome of the Shareholder vote.
4. Fees payable to SIML as a result of the Silverdale
Centre Acquisition
To ensure that SIML is fairly compensated for the
additional work that would be required in connection
with managing the Silverdale Centre, the Silverdale
Centre Acquisition will only be approved if either the
Management Agreement Amendments or the Silverdale
Centre Letter come into effect.
If the Management Agreement Amendments are
approved, SIML will be paid the relevant fees in respect of
the Silverdale Centre under the Management Agreement
(as amended under Resolution 3). As set out in the
Explanatory Notes to Resolution 3, the fee amendments
are being made in part to address the increased workload
of the manager in respect of properties such as the
Silverdale Centre.
However, if the Management Agreement Amendments
are not approved, the Silverdale Centre Acquisition will
not occur unless the Silverdale Centre Fees are approved.
In such case, SIML will be paid the relevant fees in respect
of managing the Silverdale Centre under the Silverdale
Centre Letter.
Any fees payable to SIML in respect of the Silverdale
Centre will be the same, whether payable under the
Management Agreement (as amended under Resolution
3) or the Silverdale Centre Letter. The current annual cost
to Investore of these fees (net of recoveries from tenants)
is estimated to be approximately $134,000.
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
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5. How will the Silverdale Centre Acquisition
be funded?
The Silverdale Centre Acquisition will be funded with
bank debt.
Investore has entered into a new facility agreement with
some of its existing lenders to advance a facility of up
to $100 million to be used for the purposes of funding
the Silverdale Centre Acquisition. The net proceeds of
the Offer of the Notes will be used to repay bank debt,
such that together the Notes and the Silverdale Centre
Acquisition are expected to have only a +0.8% impact to
Investore’s pro forma LVR.
6. What are the implications of the Silverdale Centre
Acquisition not proceeding?
If the Silverdale Centre Acquisition is not approved
by Shareholders, settlement of the Silverdale Centre
Acquisition will not occur. In this situation, there will be
no financial penalties for Investore under the Sale and
Purchase Agreement.
Investore will use the net proceeds from the Offer of
the Notes to position its balance sheet to enable
Investore to pursue other strategic investment
opportunities in the near term. The pro forma LVR
is 33.4%
12
if the Silverdale Centre Acquisition does
not proceed, but gross proceeds of $62.5 million are
raised under the Offer, compared with 39.4%
13
without
the Offer or the Silverdale Centre Acquisition having
occurred. The pro forma LVRs if the Silverdale Acquisition
occurs is set out in paragraph 3 above.
While the impact of the Silverdale Centre Acquisition not
proceeding would in the short term reduce Distributable
Profit and result in a more conservative balance sheet,
this outcome would also provide Investore with the
capacity to pursue other large format retail opportunities.
While there is no current alternative to the Silverdale
Centre Acquisition that could be undertaken today,
Investore is continuously assessing an active pipeline of
opportunities which should help to negate any short-term
dilutive impact of the Offer of the Notes if the transaction
does not proceed.
7. Listing Rule requirements for the Silverdale
Centre Acquisition
The Silverdale Centre Acquisition is a Material Transaction
with a Related Party of Investore for the purposes of
Listing Rule 5.2.1(a), as described below.
• Material Transactions – Listing Rule 5.2.1(a):
Listing Rule 5.2.1(a) states that an issuer must not
enter into a “Material Transaction” if a “Related Party”
is, or is likely to become, a direct party to the Material
Transaction, unless that Material Transaction is
approved by an ordinary resolution or conditional on
such approval. Under the Listing Rules, a Material
Transaction includes an acquisition of assets
having an “aggregate net value” in excess of 10%
of the issuer’s Average Market Capitalisation. The
Silverdale Centre Acquisition qualifies as a Material
Transaction for Investore, because the Average
Market Capitalisation of Investore for this purpose
is approximately $440 million as at the date of the
Notice of Special Meeting, and so the threshold for
a Material Transaction, being 10% of this amount,
is approximately $44 million. The $114 million
purchase price is in excess of this amount.
• Related Party: SPL is an 18.83% shareholder
in Investore. SPL is therefore a Related Party of
Investore for the purposes of the Listing Rules.
The Silverdale Centre Acquisition will only occur if:
(a) Resolution 1; and
(b) either Resolution 2 or Resolution 3,
are approved by ordinary resolution of Shareholders
eligible to vote on each resolution.
For more information on the voting restrictions in relation
to each resolution, please refer to the Procedural Notes
and Other Information section of this Notice of Special
Meeting.
8. Appraisal Report
Listing Rule 7.8.8(b) requires that the relevant Notice of
Special Meeting provided to Shareholders for approval of
a Related Party transaction must be accompanied by an
appraisal report. The Appraisal Report has been prepared
by Northington Partners for the benefit of Shareholders
(other than SPL and those Shareholders associated with
SPL), in accordance with Listing Rules 7.10 and 7.8.8(b)
and is enclosed with this Notice of Special Meeting.
Northington Partners have confirmed in the Appraisal
Report that, in its opinion, the purchase value and terms of
the Silverdale Centre Acquisition are fair to Shareholders
(other than SPL and those Shareholders associated with
SPL).
12. 31 March 2025 LVR, pro forma for the acquisition of Bunnings
New Lynn and the disposal of Woolworths Browns Bay, the net
proceeds of the Notes issuance assuming $62.5m is raised.
13. 31 March 2025 LVR, pro forma for the acquisition of Bunnings
New Lynn and the disposal of Woolworths Browns Bay.
Explanatory Notes (cont.)
The Appraisal Report noted, among other things, that:
• the proposed purchase price of $114.0 million is
supported by the independent market valuation (as
at 11 August 2025, per JLL);
• under the terms of the Silverdale Centre
Acquisition, SPL has agreed to fund certain seismic
strengthening works on selected buildings, capped
at $800,000;
• given the proposed purchase price is supported
by an independent valuation and consistent with
recent transaction evidence for similar properties,
Northington Partners consider the acquisition to
reflect market arm’s length purchase price terms.
The Appraisal Report considers, among other things, that
the Silverdale Centre Acquisition:
• is aligned with Investore’s strategy to acquire quality
large format retail assets;
• represents a different mix of large format retail
tenants broadly consistent with Investore’s definition
of large format retail property, as contemplated by
the current Management Agreement;
• diversifies the existing tenant base, reducing
exposure to Investore’s largest tenant Woolworths
and introducing new nationally recognised tenants to
the Investore portfolio;
• enhances Investore’s scale and increases the
geographic exposure to the high-growth Auckland
area;
• is expected to result in an increase in pro forma
Distributable Profit for the first 12 months following
the Silverdale Centre Acquisition completing; and
• will become Investore’s single largest asset by
value, representing approximately 10% of the total
portfolio value.
You should read the Appraisal Report in full. For more
information on the scope of the Appraisal Report and
Northington Partners’ assessment of the Silverdale Centre
Acquisition, refer to Section 6 of the Appraisal Report.
9. Recommendation
The independent Directors view the Silverdale Centre
Acquisition as being in the best interests of Investore and
its Shareholders and it is on this basis that the Board
(constituted by the independent Directors) recommends
the Silverdale Centre Acquisition to Shareholders for
approval and recommend Shareholders vote in favour of
Resolution 1.
See also the Recommendations in respect of Resolution
2 and Resolution 3, given Resolution 1 will only pass if at
least one of those Resolutions also passes.
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
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Resolution 2 – Approval of the Silverdale Centre Letter
1. Details of the Silverdale Centre Letter
The Silverdale Centre Letter sets out the incremental
fees that would be payable by Investore to SIML for
managing the Silverdale Centre over and above the
fees contemplated under the current Management
Agreement, and provides for SIML’s consent to the
acquisition to the extent that such consent is required
under the Constitution.
A copy of the Silverdale Centre Letter between SIML
and Investore may be reviewed on Investore’s website
(www.investoreproperty.co.nz), under “Special Meeting”.
Silverdale Centre Fees
If Resolution 1 is passed, but Resolution 3 is not passed,
it is proposed that SIML will be paid all building manager’s
fees and centre management expenses (plus GST if
applicable) included within the operating expenses and
marketing expenses for the Silverdale Centre under the
terms of the Silverdale Centre Letter.
Those additional fees are to compensate SIML for
the additional work required on behalf of Investore
in connection with managing the Silverdale Centre.
The Silverdale Centre Fees are recorded in the
Silverdale Centre Letter and would be a variation to the
Management Agreement.
The Silverdale Centre Fees payable in respect of
managing the Silverdale Centre would constitute a
“Material Transaction” with a “Related Party” of Investore
under the Listing Rules, as described below. Please also
refer to further information about the Silverdale Centre
Fees in the Appraisal Report.
Consent under the Constitution
As described in paragraph 2 of the Explanatory Notes
to Resolution 3, under its Constitution, Investore is not
permitted to carry on any business activities other than
the “Permitted Business Activities” (as defined in the
Constitution) without the consent of SIML as manager.
Whilst the ownership of the Silverdale Centre is
considered to fall within the definition of “Permitted
Business Activities”, SIML has, in any event and for good
order, provided its consent to that acquisition in the
Silverdale Centre Letter.
Inter-relationship with other Resolutions
If Resolution 2 is passed, the Silverdale Centre Letter
will only take effect if Resolution 1 (detailed above)
is approved, and Resolution 3 (detailed below) is not
approved, by Shareholders.
If Resolution 1, Resolution 2 and Resolution 3 are all
approved, the Silverdale Acquisition and the Management
Agreement Amendments would take effect, and the
Silverdale Centre Letter would automatically terminate. In
other words, the Management Agreement Amendments
would take precedence over the Silverdale Centre Letter.
2. What are the implications of the Silverdale Centre
Letter not being approved
If the Silverdale Centre Letter is not approved by
Shareholders, settlement of the Silverdale Centre
Acquisition will only occur if both the Silverdale Centre
Acquisition (see Resolution 1) and the Management
Agreement Amendments (see Resolution 3) are approved
by Shareholders.
3. Listing Rule requirements for the Silverdale
Centre Fees
Payment of the Silverdale Centre Fees under the
Silverdale Centre Letter would be a Material Transaction
with a Related Party of Investore for the purposes of
Listing Rule 5.2.1(a), as described below.
• Material Transactions – Listing Rule 5.2.1(a):
Listing Rule 5.2.1(a) states that an issuer must not
enter into a “Material Transaction” if a “Related Party”
is, or is likely to become, a direct party to the Material
Transaction, unless that Material Transaction is
approved by an ordinary resolution or conditional on
such approval. Under the Listing Rules, a Material
Transaction includes an issuer obtaining any services
where the gross cost to the issuer in any financial
year is likely to exceed an amount equal to 1% of the
issuer’s Average Market Capitalisation. Approval of
the Silverdale Centre Fees qualifies as a Material
Transaction for Investore, because the Average
Market Capitalisation of Investore for this purpose
is approximately $440 million as at the date of the
Notice of Special Meeting, and so the threshold for
a Material Transaction, being 1% of this amount, is
approximately $4.4 million. The gross cost in any
financial year to Investore of the services provided by
SIML, as manager, exceeds that amount.
• Related Party: SIML is a Related Party of Investore
as it is an Associated Person of:
(a) SPL, and SPL is a Related Party of Investore (as
an 18.83% shareholder in Investore); and
(b) Investore directors Tim Storey and Ross Buckley
(as they are directors of SIML).
The payment of the Silverdale Centre Fees under the
Silverdale Centre Letter will only occur if:
(a) Resolution 1 and Resolution 2 are approved; and
(b) Resolution 3 is not approved,
by ordinary resolution of Shareholders eligible to vote on
the resolution.
For more information on the voting restrictions in
relation to each resolution, please refer to the Procedural
Notes and Other Information section of this Notice of
Special Meeting.
Explanatory Notes (cont.)
4. Appraisal Report
Listing Rule 7.8.8(b) requires that the relevant notice
of meeting provided to Shareholders for approval of a
Related Party transaction must be accompanied by an
appraisal report. The Appraisal Report has been prepared
by Northington Partners for the benefit of Shareholders
(other than those Shareholders associated with SIML), in
accordance with Listing Rules 7.10 and 7.8.8(b) and is
enclosed with this Notice of Special Meeting.
Northington Partners have confirmed in the Appraisal
Report that, in its opinion, the Silverdale Centre Fees
are fair to Shareholders (other than those Shareholders
associated with SIML).
The Appraisal Report consider that the Silverdale
Centre Fees:
• seeks to fairly compensate SIML for the additional
costs required in managing the Silverdale Centre on
behalf of Investore, consistent with how the property
is currently managed and reflects the management
resource requirements for large multi-tenanted
properties; and
• are, in part (approximately $115,000), recoverable
from tenants, with the net non-recoverable
component of approximately $134,000 largely
reflecting non-recoverable costs associated with
major tenants;
• are reflected in both the valuation for the Silverdale
Centre and the estimated incremental positive
Distributable Profit from the acquisition; and
• reflect commercial arm’s length fees for properties
of a similar nature.
You should read the Appraisal Report in full. For more
information on the scope of the Appraisal Report and
Northington Partners’ assessment of the Silverdale
Centre Fees refer to Section 7 of the Appraisal Report.
5. Recommendation
If Resolution 3 is not passed, the independent Directors
view the Silverdale Centre Fees as being in the best
interests of Investore and its Shareholders and it
is on this basis that the Board (constituted by the
independent Directors) recommends the Silverdale
Centre Letter to Shareholders for approval and
recommend Shareholders vote in favour of Resolution 2
(in case Resolution 3 is not passed).
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
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Explanatory Notes (cont.)
Resolution 3 – Management Agreement Amendment
1. Details of the Management Agreement
Amendment
It is proposed that the Management Agreement is
amended to:
(a) Expand the investment mandate into convenience-
based retail properties
Scope of expanded investment mandate
The proposed amendment would broaden the investment
mandate to include:
• Investment in convenience-based retail properties
which are typically anchored by nationally
recognised retail companies. Uses are primarily
retail or associated everyday services and can
include, but are not limited to grocery, bulky goods
retailing, factory outlet, convenience retailing, trade-
based retail, general merchandise and health and
community services and ancillary office.
• Assets with development potential, including
those in high-growth urban areas with zoning
that supports intensification or which is able to be
converted into convenience-based retail such as
through change of use, leasing, development and
redevelopment initiatives.
Key benefits
The key benefits of the expanded investment mandate
would be:
• Increased asset opportunities and development
potential: Broadening the mandate would expand
the number of opportunities that Investore could
pursue from solely large format retail to also include
quality convenience-based retail assets which offer
long-term development opportunities, higher IRRs
(internal rate of return), and stronger rental growth
profiles. Assets that have these characteristics align
with Investore’s strategic goals but due to their
tenancy base may not be explicitly covered under
the current investment mandate. This increased
flexibility will improve Investore’s ability to respond
to more opportunities as they arise and adapt more
easily to varying market conditions.
• Strategic Alignment: The proposed mandate
change enables Investore to pursue convenience-
based retail assets with strong growth
characteristics or development potential, such
as those in urban growth corridors or key metro
locations and which are anchored by everyday
needs tenants. This is in line with broader trends in
the Australasian market, with listed REITs moving
towards more flexible and diversified mandates.
The broadened mandate complements Investore’s
existing large format retail portfolio.
• Strategic Growth: Convenience-based retail
typically provides slightly higher yields, greater
tenant diversity and more frequent lease resets often
leading to higher annual rental growth, while large
format retail assets tend to deliver longer leases, low
management intensity and stable income streams.
This is expected to put Investore in a position to
deliver both a resilient and growing income stream,
enhancing returns for Shareholders. This blended
approach also moves Investore in line with its
Australasian peers who have been implementing this
strategy of combining large format retail assets with
convenience-based retail assets in their portfolios.
• Resilience of convenience-based retail:
The everyday needs retail segment has
demonstrated resilience through economic
downturns, including the COVID-19 pandemic.
Investore remains focused on investing in assets
that have tenants that serve everyday needs, which
are typically non-discretionary in nature and provide
stable and resilient income for Shareholders.
• Portfolio rebalancing and diversification:
The current portfolio has a high concentration
of supermarkets (Woolworths represents 59% of
Investore’s Contract Rental). Expanding Investore’s
investment mandate to include convenience-based
retail assets will enable Investore to increase tenant
diversification, reducing concentration risk in
its portfolio.
(b) Amendment to management fee provisions
Scope of proposed amendments
The current fee structure under the Management
Agreement provides for a flat fee that is paid to SIML as
manager of NZ$10,000 per annum, for each property
held by Investore.
The proposed amendments would introduce a more
equitable and market-aligned structure whereby the
building management fee for each property owned or
held by Investore (excluding existing shopping centres
Bay Central Shopping Centre, Mt Wellington Shopping
Centre, and Carr Road Shopping Centre) will be
calculated as the greater of:
• NZ$10,000 per annum (indexed annually to CPI); and
• all building manager’s fees and centre management
expenses (plus GST if applicable) included within
the operating expenses and marketing expenses
for the relevant properties, but only in respect of
properties acquired, developed or redeveloped by
Investore after the Amendment Date. However, this
will not apply to developments or redevelopments
of properties held at the Amendment Date that
have similar tenants, and similar number of tenants
following the development or redevelopment.
For each existing shopping centre, being Bay Central
Shopping Centre, Mt Wellington Shopping Centre and
Carr Road Shopping Centre, the Building Management
Fee will be calculated as all building manager’s fees and
centre management expenses (plus GST if applicable)
recovered in respect of the operating expenses and
marketing expenses for those existing shopping centres.
While the current fee structure of a flat fee, unindexed,
of $10,000 per property was appropriate for Investore’s
original portfolio when it listed in 2016, which primarily
comprised standalone, single-tenanted assets, and
which were lower management intensity assets, it has
become increasingly misaligned with the operational
realities of managing larger, multi-tenanted centres and
prevailing market practice. For example, the $10,000
per annum, per property, fee equates to approximately
0.1% of the Silverdale Centre’s gross income, which
does not accurately reflect the complexity and cost of
managing a centre that has an on-site centre manager
and approximately 39 tenants.
The incremental cost to Investore of the proposed
change to the building management fee is expected
to be approximately $89,000 per annum in relation to
the current portfolio (net of recoveries from tenants).
In addition, there is an estimated cost of approximately
$134,000 per annum payable to SIML (net of recoveries
from tenants) if the Silverdale Centre is acquired.
The Management Agreement also does not currently
provide for the flexibility for the provision of services not
contemplated by the Management Agreement which
require intensive management resource from SIML. In
connection with the proposed Management Agreement
Amendments, if such resource intensive additional
services were to be requested by Investore, the proposed
amendments would allow for the scope and fees for such
services to be agreed.
Key benefits
The key benefits of the amended management fees
would be:
• Fairness and Market Alignment: The flat fee
model for building management fees is no longer
consistent with Investore’s evolving portfolio which
has moved from solely consisting of standalone,
single-tenanted assets to the inclusion of some
more management intensive assets. This will be
exacerbated by the expansion of the mandate to
include convenience-based retail, which requires
this type of more intensive management activity.
The new structure introduces a more dynamic and
equitable fee model ensuring fees are proportionate
to the property’s scale, complexity and tenant
mix, aligning with industry practice and improving
transparency.
• Support for Strategic Growth: As Investore expands
into more complex assets such as the Silverdale
Centre, which includes a mix of anchor and specialty
tenants, SIML must be appropriately resourced to
deliver high-quality asset management. The revised
fee structure ensures SIML can recover costs in
line with the demands of managing larger, more
operationally intensive properties which ensures
properties like the Silverdale Centre (which has
an on-site centre manager) can continue to have
an appropriate level of resource to maintain high
standards of operational performance across a
broader range of asset types reflecting their scale,
complexity, and industry practice.
• Immaterial financial impact: The change, in relation
to the current portfolio, is expected to result in a
modest reduction in Distributable Profit, estimated
at $64,000 per annum after tax, or 0.02 cents per
share after tax. This reflects the correction of historical
over-recoveries from Investore’s existing centre style
properties and to introduce a fair CPI-indexed annual
uplift to the flat management fee structure of $10,000
per property per annum.
• Flexibility: Allowing for fees to be agreed between
Investore and SIML for additional services requested
by Investore that are not contemplated by the
Management Agreement allows Investore to be
responsive to market conditions and opportunities
without relying on costly and capacity dependent
external resources.
(c) Remove the capital management provisions so that
the LVR and hedging policies will be determined
solely by the Board
Scope of proposed amendments
Under the current capital management provisions in the
Management Agreement, the LVR is fixed at a limit of 50%
(or such lower amount set by the Board and SIML). The
proposed amendment to the Management Agreement
would remove the capital management provisions so that
the LVR and hedging policies will be determined solely by
the Board.
The key benefits of the removal of the capital management
provisions would be:
• Market Practice Alignment: The proposed
amendment to the capital management provisions
would align Investore’s governance approach with
market practice. Treasury policy is typically a Board
responsibility for externally managed vehicles across
New Zealand and Australia rather than governed by a
management agreement.
• Flexibility: Assigning the responsibility for the
treasury policy to the Board would increase flexibility
for Investore’s capital structure. The removal of
a prescribed gearing limit in the Management
Agreement would enable Investore to be more
responsive to varying market conditions over the
course of the economic cycle. The Board has a stated
long-term goal of an LVR of between 30-40%.
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
2021

The amendments to the Management Agreement are
not required to permit the Silverdale Centre to be owned
by Investore and managed by SIML. The Management
Agreement Amendments are proposed to ensure that
Investore is well-positioned to pursue strategic, targeted
growth opportunities and maintain alignment with
market practice.
These amendments are set out in the marked copy of
the Management Agreement which is available on the
Investore website (www.investoreproperty.co.nz) under
“Special Meeting “.
Please also refer to further information about the
Management Agreement Amendments in the
Appraisal Report.
2. No changes to the Constitution
The Management Agreement Amendments relating to
the change in mandate do not require any consequential
changes to the Constitution. Under its Constitution,
Investore is not permitted to:
(a) carry on any business activities other than the
“Permitted Business Activities” (as defined in the
Constitution); or
(b) acquire any land or buildings, or any interest in
any other land or buildings, other than properties
that are predominantly “Large Format Retail
Properties” (as defined in the Constitution), or land or
properties which can be developed or redeveloped
into the same,
without the consent of SIML, as the manager of Investore.
As part of the proposed the Management Agreement
Amendments, SIML, as manager of Investore, has given
its consent to all transactions that are within the updated
mandate contained in the Management Agreement for
the purposes of the Constitution (to the extent that the
Management Agreement Amendments are approved).
A copy of the Constitution is available on the Investore
website (www.investoreproperty.co.nz), in the Investor
Centre.
3. What are the implications of the Management
Agreement Amendments not being approved?
If the Management Agreement Amendments are not
approved, Investore will continue to be permitted to carry
on its business and own properties in accordance with the
existing investment mandate set out in the Management
Agreement and the requirements of the Constitution.
As described at paragraph 4 of the Explanatory
Notes to Resolution 1, if the Management Agreement
Amendments are not approved, the Silverdale Centre
Acquisition will only be approved (and settlement will only
occur) if the Silverdale Centre Letter is also approved by
Shareholders under Resolution 2.
Explanatory Notes (cont.)
4. Listing Rule Requirements for the Management
Agreement Amendments
The Management Agreement Amendments are a Material
Transaction with a Related Party of Investore for the
purposes of Listing Rule 5.2.1(a), as described below.
• Material Transaction – Listing Rule 5.2.1(a): Listing
Rule 5.2.1(a) states that an issuer must not enter
into a “Material Transaction” if a “Related Party” is,
or is likely to become, a direct party to the Material
Transaction, unless that Material Transaction is
approved by an ordinary resolution or conditional on
such approval. Under the Listing Rules, a Material
Transaction includes an issuer obtaining any services
where the gross cost to the issuer in any financial
year is likely to exceed an amount equal to 1% of the
issuer’s Average Market Capitalisation. Entry into
the Management Agreement Amendments qualifies
as a Material Transaction for Investore, because the
Average Market Capitalisation of Investore for this
purpose is approximately $440 million as at the
date of the Notice of Special Meeting, and so the
threshold for a Material Transaction, being 1% of
this amount, is approximately $4.4 million. The gross
cost in any financial year to Investore of the services
provided by SIML, as manager, exceeds that amount.
• Related Party: SIML is a Related Party of Investore
as it is an Associated Person of:
(a) SPL, and SPL is a Related Party of Investore (as
an 18.83% shareholder in Investore); and
(b) Investore directors Tim Storey and Ross Buckley
(as they are directors of SIML).
The Management Agreement Amendments cannot
occur if Resolution 3 is not approved by ordinary
resolution of Shareholders eligible to vote on the
resolution. For more information on the voting restrictions
in relation to Resolution 3, please refer to the Procedural
Notes and Other Information section of this Notice of
Special Meeting.
5. Appraisal Report
Listing Rule 7.8.8(b) requires that the relevant notice
of meeting provided to Shareholders for approval of a
Related Party transaction must be accompanied by an
appraisal report. The Appraisal Report has been prepared
by Northington Partners for the benefit of Shareholders
(other than those Shareholders associated with SIML), in
accordance with Listing Rules 7.10 and 7.8.8(b) and is
enclosed with this Notice of Special Meeting.
Northington Partners have confirmed in the Appraisal
Report that, in its opinion, taking all key elements into
account, the Management Agreement Amendments
are fair to Shareholders (other than those Shareholders
associated with SIML).
The Appraisal Report consider that the Management
Agreement Amendments relating to:
• the investment mandate expansion into convenience-
based retail properties is complementary to the
existing large format retail strategy and enhances
strategic flexibility without shifting Investore into
unrelated asset classes and supports long-term value
creation without any material increase in portfolio risk;
• the building manager fee structure aligns the fee
structure with market practice, while supporting
enhanced property management for increasingly
complex assets. Northington Partners further notes
that even with this amendment the total management
fee load will remain conservative relative to peers; and
• the capital management provisions provide Investore
with greater flexibility and the ability to be more
responsive to market conditions over time without
leading to an open-ended increase in risk given the
Board’s oversight and Investore’s historic track record
of financial leverage.
You should read the Appraisal Report in full. For more
information on the scope of the Appraisal Report and
Northington Partners’ assessment of the Management
Agreement Amendments refer to Section 8 of the
Appraisal Report.
6. Recommendation
The independent Directors view the Management
Agreement Amendments as being in the best interests
of Investore and its Shareholders and it is on this basis
that the Board (constituted by the independent Directors)
recommends the Management Agreement Amendments
to Shareholders for approval and recommend
Shareholders vote in favour of Resolution 3.
Resolution 4 – Ratification of issue of convertible
notes and shares
1. Details of issue of Notes
Investore announced the Offer on 8 September 2025,
seeking to raise up to $62.5 million through the issue
of Notes.
The Notes are expected to be issued on 26 September
2025, prior to the Special Meeting. On the conversion
date (expected to be 26 September 2029 or such earlier
date in limited circumstances), the Notes will convert into
ordinary shares in Investore, subject to Investore electing
to pay a full or partial cash amount to holders of Notes at
the end of the term instead of issuing all or some of the
shares on conversion.
The net proceeds of the Offer are expected to be used
to repay bank debt, providing Investore with the flexibility
and additional debt capacity to fund future acquisitions,
including the Silverdale Centre Acquisition (subject to
Resolution 1, and either Resolution 2 or Resolution 3,
being passed), and for general corporate purposes.
All Notes issued under the Offer will, by the date of
the Special Meeting, have been issued under Listing
Rule 4.5.1. In broad terms, that Listing Rule permits an
issue of shares up to 15% of the issued share capital
of Investore in any 12-month period without prior
shareholder approval. Convertible notes which convert
to quoted shares (such as the Notes) may also be issued
under the Listing Rules without shareholder approval if
issued in accordance with Listing Rule 4.5.1, with the
maximum number of Notes that may be issued being
calculated on the basis of a deemed number of shares
being issued upon conversion as set out in the Listing
Rule. In accordance with that calculation, 0.876 shares
will be deemed to be issued upon conversion of each
Note (having a principal amount of $1.00), or a maximum
number of 54,738,186 shares if $62.5 million of Notes
are issued.
Resolution 4 ratifies the issue of the Notes and the
deemed number of shares to be issued upon conversion.
Further details about the Offer and the Notes are set out
or referred to in the Product Disclosure Statement.
2. Purpose of ratification
This resolution is being proposed by the Directors in
accordance with Listing Rule 4.5.1(c), which allows
Shareholders to ratify a prior issuance that took place
under Listing Rule 4.5.1.
If Shareholders pass Resolution 4, and thereby ratify the
issue of the Notes issued under the Offer and the deemed
number of shares to be issued on conversion, Investore’s
capacity to issue shares under Listing Rule 4.5.1 up to
the limit permitted by the rule will be refreshed by up to
54,738,186 shares.
This would preserve the ability of Investore to issue
further shares in accordance with Listing Rule 4.5.1,
should Investore wish to undertake a placement of shares
in the 12-month period from 26 September 2025. The
Board considers it prudent to have this capacity to issue
shares available but notes that Investore has no current
intention to undertake a further capital raise.
Failure to pass Resolution 4 will not affect the validity of the
Notes issued under the Offer but will reduce the number of
shares that can be issued by Investore under Listing Rule
4.5.1 for a period of twelve months from the date of issue
of the Notes (expected to be 26 September 2025).
3. Recommendation
The Board unanimously recommends that Shareholders
vote in favour of Resolution 4, as it will provide Investore
with the flexibility to raise money through the issue of
shares under a placement in accordance with Listing Rule
4.5.1 in the next 12 months if required.
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
2223

Procedural Notes and Other Information
Persons Entitled to Vote
Voting entitlements will be determined at 5.00pm on
17 October 2025. 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.
Voting Restrictions
Resolution 1
In accordance with Listing Rule 6.3.1, Investore will disregard
any votes cast by SPL and its Associated Persons (as defined
in the Listing Rules, which will include Directors Tim Storey
and Ross Buckley and the other SPL directors) in favour of
Resolution 1.
Resolution 2
In accordance with Listing Rule 6.3.1, Investore will disregard
any votes cast by SIML and its Associated Persons (as defined
in the Listing Rules, which will include Directors Tim Storey
and Ross Buckley and the other SIML directors and the “Senior
Managers” (as that term is defined in the Listing Rules) of SIML)
in favour of Resolution 2.
Resolution 3
In accordance with Listing Rule 6.3.1, Investore will disregard
any votes cast by SIML and its Associated Persons (as defined
in the Listing Rules, which will include Directors Tim Storey
and Ross Buckley and the other SIML directors and the “Senior
Managers” (as that term is defined in the Listing Rules) of SIML)
in favour of Resolution 3.
Resolution 4
In accordance with Listing Rule 6.3.1, Investore will disregard
any votes cast by any Shareholder who acquired Notes under
the Offer (and their respective Associated Persons (as defined
in the Listing Rules)) in favour of Resolution 4.
Proxies
A Shareholder may attend and vote at the Special Meeting or
may appoint a proxy to attend and vote on their behalf. A proxy
need not be another Shareholder, and may be the Chair of the
Meeting or any Director of Investore.
If you wish to appoint a proxy, you should complete and return
the Proxy Voting Form enclosed with this Notice of Special
Meeting, or lodge your proxy online at www.investorvote.co.nz
(see below for further details). You will need to enter your CSN
Shareholder number, postcode/country of residence and the
secure access control number that is located on the front of
your Proxy Voting Form to lodge your proxy online.
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
18 October 2025. 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 92119
Victoria Street West, Auckland 1142;
• Email to corporateactions@computershare.co.nz; or
• Lodge your proxy appointment online at
www.investorvote.co.nz.
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
they see fit. If you wish to give your proxy discretion, then you
must mark the appropriate boxes on the Proxy Voting Form.
If you do not tick any box (either “For”, “Against” or “Proxy’s
Discretion”), the Chair or other Director (as applicable) will not
be permitted to act as your proxy. If you tick more than one
box in respect of a resolution your vote will be invalid on that
resolution.
Any Shareholder whose vote will be disregarded on Resolution
1, Resolution 2, Resolution 3 or Resolution 4, as outlined
previously, is not permitted to vote as a proxy for another
person entitled to vote on that resolution where such person
gives the proxy holder discretion on how to vote.
If a person is disqualified from voting, but is appointed as a
discretionary proxy, that person will be ineligible to vote on
motions from the floor (if any), as the discretionary proxy will not
be valid.
If you do not name a person as your proxy, but otherwise
complete the proxy form in full, or your named proxy does not
attend the meeting, the Chair will be appointed your proxy
and will vote in accordance with your express direction. Any
discretion granted on how to vote will be voted in favour of the
relevant resolution (subject to any voting prohibitions).
Proxy discretion given to Directors
If Shareholders intend to appoint a Director as their proxy and
mark the “Proxy’s Discretion” box, then Shareholders
are advised:
• to specify independent Directors Mike Allen, Gráinne
Troute or Adrian Walker as their proxy in respect of
Resolution 1, Resolution 2 or Resolution 3;
• any “Proxy’s Discretion” given to SIML-appointed
Directors Tim Storey or Ross Buckley on Resolution 1,
Resolution 2 or Resolution 3 will be disregarded;
• independent Directors Mike Allen, Gráinne Troute or
Adrian Walker intend to vote any proxies given to them
marked “Proxy’s Discretion” in favour of Resolution 1,
Resolution 2, Resolution 3 and Resolution 4; and
• SIML-appointed Directors Tim Storey and Ross Buckley
intend to vote any proxies given to them marked
“Proxy’s Discretion” in favour of Resolution 4, but are not
permitted to vote any undirected discretionary proxies in
relation to any of the other Resolutions.
Joint Holders
Where two or more persons are registered as the holder of a
share, the vote of the person named first in the share register
and voting on the matter will be accepted to the exclusion of
the votes of the other joint holders.
Ordinary Resolutions
All resolutions will be passed if approved by ordinary resolution
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.
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
2425

Defined Terms
Amendment Date
The date the Management Agreement Amendments take effect, being on or about 20 October
2025 following approval of Resolution at the Special Meeting.
Appraisal Report
The independent appraisal report prepared by Northington Partners in relation to the Silverdale
Centre Acquisition, the Silverdale Centre Letter and the Management Agreement Amendments,
accompanying this Notice of Special Meeting, as required by the Listing Rules.
Associated Person
has the meaning given to that term in the Listing Rules.
Average Market
Capitalisation
has the meaning given to that term in the Listing Rules.
Board
The board of Directors of Investore Property Limited.
Constitution
The constitution of Investore Property Limited.
Contract Rental
The amount of rent payable by each tenant, plus other amounts payable to Investore by that tenant
under the terms of the relevant lease as at the specific date noted, annualised for the 12 month
period on the basis of the occupancy level for the relevant property as at the specific date noted,
and assuming no default by the tenant.
Distributable Profit
A non-GAAP measure and consists of profit/(loss) before income tax, adjusted for determined
non-recurring and/or non-cash items (including non-recurring adjustments for incentives
payable to anchor tenants for lease extensions) and current tax. Further information, including the
calculation of distributable profit and the adjustments to profit/(loss) before income tax, is set out
in note 3.2 to the consolidated financial statements contained in Investore’s annual report for the
year ended 31 March 2025.
Investment Portfolio
The investment portfolio of Investore, which (1) excludes properties categorised as ‘Development
and Other’ or ‘Assets held for sale’ in the respective financial statements; and (2) excludes lease
liabilities.
Investore
Investore Property Limited.
JLL
Jones Lang LaSalle.
Listing Rules
The listing rules of the NZX Main Board and NZX Debt Market operated by NZX.
LV R
The ratio of secured debt owing by Investore to the aggregate value of the properties owned by
Investore.
Management Agreement
The Management Agreement between SIML and Investore dated 10 June 2016 and amended on 8
September 2017.
Management Agreement
Amendments
The proposed amendments to the Management Agreement, as described in further detail in the
Explanatory Notes to Resolution 3.
Northington Partners
Northington Partners Limited.
Notes
The notes constituted and issued pursuant to the Trust Documents and offered pursuant to the
Product Disclosure Statement.
NZX
NZX Limited.
Offer
The offer of Notes made by Investore under the Product Disclosure Statement.
Product Disclosure
Statement
The product disclosure statement published by Investore dated 8 September 2025 in relation to
the Offer, a copy of which is available on the Disclose Register at www.companiesoffice.govt.nz/
disclose under Investore’s offer number OFR13984.
Related Party
has the meaning given to that term in the Listing Rules.
Sale and Purchase
Agreement
The sale and purchase agreement between Investore and SPL relating to the Silverdale Centre
Acquisition dated 8 September 2025.
Settlement Date
The anticipated date on which the Silverdale Centre Acquisition will settle, being 31 October
2025.
Shareholder
A holder of ordinary shares issued by Investore.
Silverdale Centre
The Silverdale Centre located at 61 Silverdale Street, Silverdale, Auckland.
Silverdale Centre
Acquisition
The proposed acquisition by Investore of the Silverdale Centre from SPL, as described in further
detail in the Explanatory Notes to Resolution 1.
Silverdale Centre Fees
The proposed additional fees payable by Investore to SIML under the Silverdale Centre Letter over
and above the fees payable under the current Management Agreement, as described in further
detail in the Explanatory Notes to Resolution 2.
Silverdale Centre Letter
The letter between Investore and SIML dated 8 September 2025 that would come into effect if
Resolutions 1 and 2 are passed (and Resolution 3 is not passed), as described in further detail in
the Explanatory Notes to Resolution 2.
SIML
Stride Investment Management Limited, the manager of Investore.
Special Meeting
The special meeting of Shareholders convened under this Notice of Special Meeting (and includes
any adjournment of that meeting).
SPL
Stride Property Limited.
Trust Documents
The Master Trust Deed dated 2 March 2018 between Investore and Public Trust (as amended
from time to time) pursuant to which certain securities may be issued by Investore and the Series
Supplement relating to the Notes between Investore and Public Trust dated 8 September 2025.
Notice of Special Meeting of Shareholders 2025Notice of Special Meeting of Shareholders 2025Investore Property LimitedInvestore Property Limited
2627

Investore
Property Limited
Level 12, 34 Shortland Street
Auckland 1010
PO Box 6320
Victoria Street West,
Auckland 1142, New Zealand
T +64 9 912 2690
W investoreproperty.co.nz

---

Lodge your Proxy Voting Form
Proxy Voting Form
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
The Special Meeting of Shareholders of Investore Property Limited (Investore) will be held as a virtual meeting only using
Computershare’s Meeting Platform meetnow.global/nz on Monday, 20 October 2025 at 10.30am.
For all enquiries contact
+64 9 488 8777
By Email
corporateactions@computershare.co.nz
Your secure access information
Control Number:
CSN/Shareholder Number:
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.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
Voting - General
You are entitled to one vote for every fully paid share in Investore held at 5pm on
Friday, 17 October 2025. It is intended that voting at the Special Meeting of
Shareholders (“Meeting”) will occur by way of poll.
Options on How to Vote
Option 1 - Attend the Meeting
If you propose to attend the Meeting, you can attend online only via
Computershare's virtual meeting platform meetnow.global/nz, select the Investore
Property Limited meeting and click “JOIN MEETING NOW”. Please refer to the
Virtual Meeting Guide available at www.computershare.com/vm-guide-nz for
more information.
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. 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 do not name
a person as your proxy, but otherwise complete the proxy form in full or your
named proxy does not attend the Meeting, the Chair will be appointed your proxy
and will vote in accordance with your express direction (subject to any voting
prohibitions), and any discretion granted on how to vote will be voted in favour
of the relevant resolution. If you wish, you may appoint the Chair of the Meeting,
or any other Director as your proxy. To do this, enter “the Chair” or the Director's
name in the space allocated in Step 1 over the page or online. If you appoint the
Chair or any Director as your proxy, and you mark the “Proxy's Discretion” box,
you acknowledge that they may exercise your proxy even if they have an interest
in the outcome of the Resolutions, subject to the restrictions set out below.
Should you wish to direct the proxy how to vote, the boxes over the page should
be completed for each Resolution presented in Step 2 or you can lodge your
proxy preferences online. If you return your Proxy Voting Form without direction
on any Resolution, your proxy will not be permitted to vote.
Director Voting Preferences and Voting Restrictions
Directors Mike Allen, Gráinne Troute and Adrian Walker (being the Independent
Directors of Investore) intend to vote proxies given to them marked “Proxy's
Discretion” in favour of Resolutions 1, 2, 3 and 4. Directors Tim Storey and
Ross Buckley (being the Directors appointed by Stride Investment Management
Limited) intend to vote any proxies given to them marked “Proxy's Discretion” in
favour of Resolution 4, but are not permitted to vote any undirected discretionary
proxies in relation to Resolutions 1, 2 or 3.
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 their 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 certificate 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 persons checking
the entitlement of people to attend the Meeting will 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 on Saturday, 18 October 2025.

Turn over to complete the Proxy Voting Form

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
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
as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at Investore
Property Limited’s Special Meeting of Shareholders to be held online via Computershare's meeting platform meetnow.global/nz on
Monday, 20 October 2025 at 10.30am and at any adjournment of that 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 Resolutions
Resolution 1
That, subject to either Resolution 2 or Resolution 3 being passed, in accordance with Listing
Rule 5.2.1, the acquisition of the Silverdale Centre located at 61 Silverdale Street, Silverdale,
Auckland for $114 million by Investore Property Limited from Stride Property Limited, as
described in further detail in the Explanatory Notes to the Notice of Special Meeting of
Shareholders dated 8 September 2025, be approved.
Resolution 2
That, subject to Resolution 1 being passed and Resolution 3 not being passed, in accordance
with Listing Rule 5.2.1, the Silverdale Centre Letter be approved, as described in the
Explanatory Notes to the Notice of Special Meeting of Shareholders dated 8 September 2025.
Resolution 3
That, in accordance with Listing Rule 5.2.1, Investore Property Limited's Management
Agreement be amended in the manner described in the Explanatory Notes to the
Notice of Special Meeting of Shareholders dated 8 September 2025.
Resolution 4
That the issue under Listing Rule 4.5.1 of up to 62,500,000 convertible notes (each with an
issue price of $1.00) and any conversion of those Notes into up to 54,738,186 ordinary shares
in Investore Property Limited (as calculated under Listing Rule 4.5.1(f)), in each case on the
terms set out or referred to in the Product Disclosure Statement dated 8 September 2025 be
approved and ratified for all purposes, including Listing Rule 4.5.1(c).

---

Investore Property Limited
Independent Appraisal Report
Prepared in relation to the proposed Silverdale Centre Acquisition and
Management Agreement Amendments

8 September 2025

Investore Property Limited – Independent Appraisal Report Page | 2
Table of Contents
Table of Contents
1.0 Executive Summary ................................................................................................................ 5
1.1. Introduction ............................................................................................................................................ 5
1.2. Summary of the Silverdale Centre Acquisition ........................................................................................ 6
1.3. Summary of our Assessment of the Silverdale Centre Acquisition for Investore Shareholders ................ 6
1.4. Summary of our Assessment of the Silverdale Centre Letter for Investore Shareholders ........................ 8
1.5. Summary of our Assessment of the Management Agreement Amendments for Investore Shareholders 9
2.0 Scope of the Report .............................................................................................................. 11
2.1. Regulatory Requirements ..................................................................................................................... 11
2.2. Basis of Assessment and Evaluation .................................................................................................... 11
3.0 Overview of the Australasian Retail Property Sector ......................................................... 13
4.0 Profile of Investore ................................................................................................................ 16
4.1. Overview of the Company .................................................................................................................... 16
4.2. Property Portfolio .................................................................................................................................. 16
4.3. Significant Historical Events ................................................................................................................. 18
4.4. Capital Structure and Ownership .......................................................................................................... 19
4.5. Summary Financial Results .................................................................................................................. 20
5.0 Overview of the Material Transactions with a Related Party ............................................. 22
5.1. Overview of the Silverdale Centre Acquisition ...................................................................................... 22
5.2. Overview of the Silverdale Centre Letter .............................................................................................. 25
5.3. Overview of the Proposed Management Agreement Amendments ....................................................... 25
6.0 Assessment of the Proposed Silverdale Centre Acquisition............................................. 28
6.1. Value and Purchase Price .................................................................................................................... 28
6.2. Financial Implications of the Silverdale Centre Acquisition.................................................................... 29
6.3. Strategic Fit .......................................................................................................................................... 31
6.4. Operational Implications of the Silverdale Centre Acquisition ............................................................... 32
6.5. Summary of our Assessment ................................................................................................................ 33
7.0 Assessment of the Silverdale Centre Letter ........................................................................ 35
8.0 Assessment of the Proposed Management Agreement Amendments ............................. 36
8.1. Expansion of Investment Mandate ........................................................................................................ 36
8.2. Amendment to Capital Management Provisions ................................................................................... 37
8.3. Amendment to Management Fee Provisions ........................................................................................ 38
Appendix 1. Sources of Information Used in this Report ...................................................... 40
Appendix 2. Declarations, Qualifications and Consents ....................................................... 41

Investore Property Limited – Independent Appraisal Report Page | 3
Abbreviations and Definitions
Abbreviations and Definitions
$k Thousands of New Zealand Dollars
$m Millions of New Zealand Dollars
Additional Services The additional services provided by the Manager to Investore under the proposed new clause 6.4(g)
of the Management Agreement
AFFO Adjusted funds from operations
Amendment Date The date the proposed amendment and restatement of the Management Agreement takes effect
Appraisal Report This report prepared by Northington Partners
BNL Bunnings New Lynn
Building Management Fee The building management fee payable by Investore to the Manager under clause 6.4(a) of the
Management Agreement
CAGR Compound annual growth rate
CBR Convenience-based retail
Company Investore Property Limited
Contract Rental The annual rent and other amounts payable by tenants to Investore under lease agreements
Convertible Note Up to NZ$62.5 million of subordinated convertible notes expected to be issued by Investore and
quoted on the NZX Debt Market
CPI Consumer price index
DPPS Distributable profit per share
DPS Dividends per share
FY In relation to Investore, financial year ending 31 March
GAV Gross Asset Value
Investore Investore Property Limited
IPO Initial public offering
IRR Internal rate of return
JLL Jones Lang LaSalle Limited, the independent property valuer for the Silverdale Centre
LFR Large format retail
LPV Listed property vehicle
LVR Loan to value ratio being drawn borrowings over the value of investment property
Management Agreement The management agreement between SIML and Investore, dated 10 June 2016, whereby SIML
manages properties owned by Investore in return for management fees
Management Agreement
Amendments
The proposed amendments to the Management Agreement as described in this Appraisal Report
Manager SIML, the manager of Investore
NLA Net lettable area (in sqm)
Non-associated Shareholders Shareholders of Investore not associated with SPL or SIML
Northington Partners Northington Partners Limited
Notice of Special Meeting The notice of special meeting of Investore shareholders and accompanying material in relation to,
amongst other things, the Silverdale Centre Acquisition, the Silverdale Centre Letter and the
Management Agreement Amendments
NTA Net tangible assets
NZX NZX Limited
p.a. Per annum
Purchase Price The agreed price of NZ$114 million in relation to the Silverdale Centre Acquisition
REIT Real estate investment trust
SCA Properties The 14 properties acquired by Investore from Shopping Centres Australasia in 2016
Silverdale Centre The neighbourhood retail centre property as described in this Appraisal Report
Silverdale Centre Acquisition The acquisition of the Silverdale Centre as described in this Appraisal Report

Investore Property Limited – Independent Appraisal Report Page | 4
Abbreviations and Definitions
Silverdale Centre Fees The proposed additional fees payable by Investore to SIML under the Silverdale Centre Letter over
and above the fees payable under the current Management Agreement
Silverdale Centre Letter The letter between SIML and Investore that would come into effect if the Silverdale Centre
Acquisition was approved and the Management Agreement Amendments were not
SIML Stride Investment Management Limited
Sqm Square meters
SPL Stride Property Limited
WACR Weighted average capitalisation rate
WALT/WALE Weighted average lease term/expiry
WBB Woolworths Browns Bay

Investore Property Limited – Independent Appraisal Report Page | 5
Executive Summary
1.0 Executive Summary
1.1. Introduction
Investore Property Limited (“Investore” or the “Company”) is a large format retail (“LFR”) property
vehicle 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 (“SPL”) and SIML (together “Stride Property Group”).
Investore was listed by SPL in 2016 following the demerger of SPL’s large format retail (“LFR”)
properties and the acquisition of certain other LFR properties partially funded through its $185 million
initial public offering (“IPO”). Following the IPO, SPL retained a 19.9% shareholding in Investore and
currently has a 18.8% shareholding.
Investore owns a portfolio of 43 LFR properties with an aggregate value of ~$1 billion (post-
acquisition of Bunnings New Lynn in June 2025 and disposal of Woolworths Browns Bay in
September 2025). SPL directly owns a portfolio of 3 retail centres and 6 office properties with an
aggregate value of $976 million as at 31 March 2025 (excluding properties classified as
“Development & Other”). SPL also has shareholdings in each of the other funds managed by SIML,
for a total portfolio value on a look-through basis of approximately $1.5 billion as at 31 March 2025.
Investore is seeking to acquire the Silverdale Centre retail property (“Silverdale Centre”) from SPL
for a total purchase price of $114 million (the “Silverdale Centre Acquisition”). Located in
Silverdale, 32km north of Auckland’s CBD, the Silverdale Centre is an open-air retail centre anchored
by The Warehouse Group and Woolworths. Investore is planning to fund the Silverdale Centre
Acquisition through bank debt, utilising Investore’s facilities, and is also expecting to utilise proceeds
from a subordinated convertible note to be offered under a product disclosure statement and quoted
on the NZX Debt Market (“Convertible Note”).
In addition, Investore is seeking shareholder approval for either of:
a) Specific fees associated with managing the Silverdale Centre to fairly compensate SIML for
the additional work required in connection with managing the property over and above the
fees payable under the current management agreement (the “Silverdale Centre Fees”).
The Silverdale Centre Fees are recorded in the side-letter between SIML and Investore (the
“Silverdale Centre Letter”) and will only come into effect in certain circumstances (see
further below); or
b) Broader amendments to the management agreement between Investore and SIML, dated
10 June 2016 and subsequently amended on 8 September 2017 (the “Management
Agreement”). The proposed changes to the Management Agreement (the “Management
Agreement Amendments”) include broadening the scope of the investment policy to
include convenience-based retail (“CBR”) properties (of which LFR may be considered a
sub-sector), changes to management fee provisions and the removal of capital management
provisions reserving loan-to-value ratio (“LVR”) and hedging policy decisions for the
Investore Board.
As the Silverdale Centre Acquisition, Silverdale Centre Letter and the Management Agreement
Amendments will each constitute a material transaction with a related party under NZX Listing Rule
5.2.1, each must be approved by an ordinary resolution of Investore’s shareholders not associated
with SPL (including any Director of SPL in the case of the Silverdale Centre Acquisition) and not
associated with SIML (including any Director and senior manager of SIML in the case of the
Silverdale Centre Letter and Management Agreement Amendments (“Non-associated
Shareholders”)). As part of that process, Investore has appointed Northington Partners Limited
(“Northington Partners”) to prepare an Appraisal Report for the benefit of Non-associated
Shareholders. The main purpose of the Appraisal Report is to assist those shareholders to decide
whether or not to approve the Silverdale Centre Acquisition and Silverdale Centre Letter or
Management Agreement Amendments. These resolutions are detailed in the notice of special
meeting (“Notice of Special Meeting”) as resolutions 1 to 3 respectively sent to Investore
shareholders (along with a separate 4
th
resolution not subject to this Appraisal Report).
If the first resolution relating to the Silverdale Centre Acquisition is approved, either of resolution 2
(Silverdale Centre Letter) or resolution 3 (Management Agreement Amendments) must also be

Investore Property Limited – Independent Appraisal Report Page | 6
Executive Summary
approved in order for Investore to proceed with the Silverdale Centre Acquisition. If resolutions 1 to 3
are all approved, resolution 3 (Management Agreement Amendments) will take precedent and the
Silverdale Centre Letter would not come into effect. However, the Management Agreement
Amendments may be approved independently of the Silverdale Centre Acquisition.
As set out in more detail in Section 2.0, this report has been prepared in accordance with the
requirements of NZX Listing Rule 7.10.2.
1.2. Summary of the Silverdale Centre Acquisition
As set out in Table 1 below, the purchase price of $114 million (the “Purchase Price”) for the
Silverdale Centre is equivalent to its current market valuation and implies a passing yield of 6.8%,
slightly above the passing yield of Investore’s existing portfolio of 6.5% (pro-forma, including
Bunnings New Lynn, “BNL”, and excluding Woolworths Browns Bay, “WBB”). The current market
valuation of the Silverdale Centre was determined by Jones Lang LaSalle Limited (“JLL”) as at 11
August 2025.
We note that the conditions of sale and purchase for the Silverdale Centre Acquisition have largely
been satisfied other than approval by Investore’s shareholders (Investore Board’s approval is
expected to be satisfied within 10 working days of the execution date). Subject to these approvals,
Investore expects settlement of the Silverdale Centre Acquisition will occur on 31 October 2025.
Further details about the Silverdale Centre Acquisition terms can be found in Section 5.1.
Table 1: Summary Silverdale Centre Metrics
Valuation Date 11 August 2025
Net Lettable Area 22,990 sqm
WALT 4.0 years
Valuation ($m) $114
Purchase Price ($m) $114
Net Contract Rent ($m) $7.8
Valuation Capitalisation Rate 6.75%
Passing Yield at Purchase Price 6.8%
Source: JLL valuation report (as at 11 August 2025) and Investore
1.3. Summary of our Assessment of the Silverdale Centre Acquisition for
Investore Shareholders
Our full assessment of the merits of the Silverdale Centre Acquisition for Investore shareholders is
set out in Section 6.0 and summarised below in Table 2.
Table 2: Summary of Conclusions Regarding the Fairness of the Silverdale Centre Acquisition
Item Key Conclusions
Further
Information
Purchase
Terms
 The proposed purchase price of $114 million for the Silverdale Centre is
equivalent to its market value independently assessed by JLL (as at 11
August 2025).
 Under the terms of the Silverdale Centre Acquisition, SPL has agreed to
either undertake certain seismic works (up to a cap of $800k) or
reimburse part of the proposed purchase price (up to a cap of $800k)
should Investore be required to carry out seismic strengthening on
selected buildings.
 Given that the proposed purchase price is supported by an independent
valuation and consistent with recent transaction evidence for similar
properties, we consider the acquisition reflects arms-length purchase
price terms.
Sections
5.1 and 6.1

Investore Property Limited – Independent Appraisal Report Page | 7
Executive Summary
Item Key Conclusions
Further
Information
Financial
Impact
 If approved, the Silverdale Centre Acquisition is expected to increase
Investore’s distributable profit per share (“DPPS”) by approximately
3.0%
1
on a pro forma basis, including the effect of the Convertible Note.
 Following settlement of both the Silverdale Centre and Convertible Note,
Investore’s LVR is projected to remain broadly unchanged at
approximately 40.2% on a pro forma basis, compared to 39.4% as at 31
March 2025 (pro forma post-BNL and WBB), or increase to 45.6% if the
Convertible Note issuance does not proceed. If the Convertible Note
issuance did proceed but the Silverdale Centre Acquisition did not, then
the LVR would reduce to 33.4%. In any case, Investore’s LVR remains
comfortably within the covenant limits of 60% under Investor’s banking
arrangements and the 65% limit required for its NZX-listed bonds.
 We consider that the use of the Convertible Note to repay bank debt and
create balance sheet capacity for the Silverdale Centre Acquisition
represents a prudent capital management approach in the current
market environment, maintaining the LVR at appropriate levels. It
enables Investore to fund the Silverdale Centre Acquisition while
avoiding the dilution that would otherwise occur if funded through new
equity, especially where Investore’s shares are currently trading at a
discount to NTA. In addition to preserving value for existing
shareholders, the Convertible Note provides Investore with financial
flexibility as the notes may be redeemed for cash at maturity, potentially
using proceeds from non-core divestments over the next 3-4 years, or
convert to shares at a premium to Investore’s current share price.
Therefore, the Convertible Note provides relatively attractive
subordinated funding for the Silverdale Centre Acquisition while
managing refinancing risk and maintaining gearing discipline.
Section 6.2
Strategic Fit
 The Silverdale Centre Acquisition is aligned with Investore’s strategy of
investing in quality LFR properties, optimising its portfolio and delivering
targeted growth. It provides scale benefits, enhances tenant
diversification and increases Investore’s exposure to high-growth
regions, particularly Auckland.
 We also note that the Silverdale Centre Acquisition was negotiated on
arm’s length terms by Investore’s independent directors, who undertook
a detailed review of the Silverdale Centre and concluded that it is an
appropriate fit for Investore’s existing LFR investment mandate.
Section 6.3
Operational
Impact
 The Silverdale Centre Acquisition reduces Investore’s exposure to
Woolworths from 59% to 54% of Contract Rental (post-BNL acquisition
and WBB disposal), while also introducing new nationally recognised
tenants to the existing Investore portfolio, including The Warehouse
Group and Chemist Warehouse.
 It also expands Investore’s geographic presence in a strong growth
corridor within the core Auckland region, increasing Investore’s Greater
Auckland exposure to 46% of Contract Rental.
 Although the Silverdale Centre has a shorter WALT of 4.0 years, this
largely reflects the tenancy profile for The Warehouse Group. We
believe that the vacancy risk from this expiry is relatively low, based on
the growth outlook for the catchment area and the assumption that The
Warehouse Group would renew their lease (they have further rights of
renewal) or that the space would be re-tenanted (including from other
large discount retail stores).
 Investore’s portfolio WALT is only modestly reduced from 6.7 years
(post-BNL and WBB) to 6.5 years on a pro forma basis, and is still
Section 6.4

1
See Section 6.2 for assumptions.

Investore Property Limited – Independent Appraisal Report Page | 8
Executive Summary
Item Key Conclusions
Further
Information
among the top three longest WALTs in the NZX-listed property sector.
Occupancy would also remain strong at 99.1%.
 Silverdale Centre introduces 39 additional tenants, which will require
more active lease management and potentially higher capital
expenditure over time. However, these factors are balanced by
enhanced scale, slightly higher yields, more frequent rental uplifts, and
broader operational benefits. These considerations are also reflected in
the property's valuation.
 Post-transaction, Silverdale Centre would represent ~10% of Investore’s
portfolio and be the single most valuable asset by a wide margin. While
this by itself does not necessarily represent an issue, the specialty
nature and size does mean that potential future liquidity for the asset
may be reduced. This could limit future financial flexibility, offset to some
degree by the balance of the portfolio largely representing more liquid
supermarket and hardware anchored LFR properties.

Taking all key elements of the Silverdale Centre Acquisition into account, we conclude that the
purchase consideration and associated terms are fair to Non-associated Shareholders. When taken
as a whole, the Silverdale Centre is consistent with a broader definition of LFR and provides a
number of strategic advantages, including increased scale, improved geographic diversification into a
high growth region of Greater Auckland, and enhanced tenant diversification.
1.4. Summary of our Assessment of the Silverdale Centre Letter for Investore
Shareholders
Our assessment of the fairness of the Silverdale Centre Letter for Investore shareholders is set out in
Section 7.0 and summarised below in Table 3.
Table 3: Summary of Conclusions Regarding the Fairness of the Silverdale Centre Letter
Item Key Conclusions
Further
Information
Silverdale
Centre Fees
 The nature of the Silverdale Centre involves more management and
resource than a single tenanted (or small number of tenants) LFR
property. Consequently, the Silverdale Centre Letter seeks to fairly
compensate SIML for the additional costs required in managing the
property. The Silverdale Centre Letter, which has been negotiated
between Investore independent directors and SIML, only relates to
Silverdale Centre Fees.
 Some of the Silverdale Centre Fees are recoverable from tenants with
the net non-recoverable fee of approximately $134k largely reflecting the
level of non-recoverable fees from major tenants.
 The Silverdale Centre Fees reflect commercial arms-length fees for
properties of a similar nature, and the non-recoverable component is
reflected in both the Silverdale Centre independent valuation and our
financial impact analysis of the Silverdale Centre Acquisition.
Section 7.0

We conclude that the Silverdale Centre Letter is fair to Non-associated Shareholders. The Silverdale
Centre Fees agreed in the Silverdale Centre Letter simply reflect the increased cost of managing
Silverdale Centre on behalf of Investore, are consistent with commercial arms-length terms for more
management intensive properties and have been negotiated between the Investore independent
directors and SIML.

Investore Property Limited – Independent Appraisal Report Page | 9
Executive Summary
1.5. Summary of our Assessment of the Management Agreement Amendments
for Investore Shareholders
Our full assessment of the merits of the proposed Management Agreement Amendments for
Investore shareholders is set out in Section 8.0 and summarised below in Table 4.
Table 4: Summary of Conclusions Regarding the Fairness of the Management Agreement Amendments
Item Key Conclusions
Further
Information
Expansion of
Investment
Mandate
 Broadens Investore’s permitted investment scope to include CBR
properties, complementing the existing LFR strategy.
 Enables participation in the resilient daily-needs retail segment, which
has demonstrated strong performance and lower e-commerce exposure,
particularly through economic downturns (e.g., COVID-19).
 Significantly expands the investment market opportunity for Investore,
allowing access to well-located, non-discretionary anchored and service-
based retail centres.
 Enhances tenant and income diversification, helping reduce reliance on
Woolworths (which comprised ~62% of Investore’s rent in FY25).
 Aligns with strategic trends among peer REITs (e.g. HomeCo, Region
Group and Charter Hall Retail) in Australasia, which are increasingly
focused on CBR/daily-needs retail.
 Expected to improve risk-adjusted returns through blended exposure to
long-WALT LFR assets and higher-yielding, more frequently reset CBR
assets.
 Consistent with Investore’s existing strategy of owning stable, nationally
recognised tenant-anchored retail assets focused on everyday needs.
Section 8.1
Capital
Management
Provisions
 Removes the fixed 50% LVR cap from the Management Agreement,
delegating LVR and hedging policy decisions solely to the Board of
Directors.
 Aligns Investore’s governance approach with that of externally managed
REIT peers in New Zealand and Australia, where treasury policy
(including LVR and hedging) is a Board responsibility.
 Provides greater flexibility to respond to market conditions and optimise
the capital structure as Investore pursues a broader investment
mandate.
 Does not reduce investor protections, as the Board remains subject to
NZX disclosure requirements and banking covenants, and has
historically maintained a conservative gearing profile.
Section 8.2
Management
Fee
Provisions
 Updates the flat $10,000 Building Management Fee per property (set in
2016) to better reflect the actual management effort for multi-tenant
properties (like Bay Central, Mt Wellington, and Carr Road shopping
centres).
 Peer benchmarks indicate market-aligned fees are typically 1% to 3% of
gross rent, whereas Investore’s current fee structure sits materially
below this range.
 The new structure aligns with market practice for externally managed
REITs and adjusts for the increased complexity and intensity of
Investore’s evolving portfolio.
 The Building Management Fee for Bay Central, Mt Wellington, and Carr
Road shopping centres will be capped at the amounts recoverable from
tenants, limiting any material impact on distributable profit. For
properties acquired, developed or redeveloped after the Amendment
Date, the Building Management Fee will be the higher of $10,000 per
Section 8.3

Investore Property Limited – Independent Appraisal Report Page | 10
Executive Summary
Item Key Conclusions
Further
Information
property (increasing with inflation) and the amount of building manager's
fees and centre management expenses included within operating and
marketing expense for the relevant properties.
 The incremental cost to Investore of the change to the Building
Management Fee is only expected to be approximately $89k for the
existing portfolio (plus an additional $134k cost if the Silverdale Centre
Acquisition is approved).
 Even after the change, Investore’s combined asset and building
management costs remain conservative relative to peer benchmarks.
 The introduction of Additional Services Fees provides flexibility for
additional management resource services that are not contemplated by
the Management Agreement to be requested by Investore, and for the
scope and fees for such services to be agreed with SIML. This change
provides for Investore to obtain additional services which have
historically been agreed between Investore and SIML outside of the
Management Agreement, including historic services and fees associated
with Investore’s sustainability initiatives and capital management
projects.

Taking all key elements of the Management Agreement Amendments into account, we conclude that
the terms are fair to Non-associated Shareholders. They provide updates to other fee provisions to
be consistent with market-based terms and better cater for additional future portfolio investments
which may include CBR properties.
The changes to the Management Agreement in some respects represent commercial updates to the
original Management Agreement which is almost 10 years old, align the Management Agreement
with the investment scope of similar Australian REITs and provide the Investore Board with more
scope to make certain decisions which are arguably in the ordinary course of business.
Notwithstanding the changes, all key decisions remain subject to disciplines imposed by the NZX
Listing Rules, banking covenants and standard Companies Act requirements.

Investore Property Limited – Independent Appraisal Report
Scope of the Report Page | 11
2.0 Scope of the Report
2.1. Regulatory Requirements
2.1.1. NZX Listing Rule Requirements
The Silverdale Centre Acquisition is subject to rule 5.2 of the NZX Listing Rules. Pursuant to the NZX
listing Rules, Investore may not enter into a Material Transaction with a Related Party (i.e., SPL)
unless that transaction is approved by an ordinary resolution of shareholders not associated with the
Related Party.
A “Material Transaction” for the purposes of the NZX Listing Rules includes the acquisition or
disposal of assets having an aggregate net value in excess of 10% of the average market
capitalisation of the Company or the where the gross cost for services provided by the related party
have a value greater than 1% of average market capitalisation of the Company. Under the Silverdale
Centre Acquisition, Investore would make a payment of $114 million for the Silverdale Centre,
representing approximately 26% of Investore’s average market capitalisation
2
.
The Silverdale Centre Letter and Management Agreement Amendments are also considered a
Material Transaction with a Related Party for the purpose of the NZX Listing Rules as Investore pays
for the services provided by SIML under the Management Agreement and the value of the
management fees exceeds 1% of Investore’s average market capitalisation. The Silverdale Centre
Letter or Management Agreement Amendments cannot become effective unless approved by an
ordinary resolution of shareholders not associated with SIML. Only one of the Silverdale Centre
Letter and the Management Agreement Amendments can become effective, with the Management
Agreement Amendments taking precedence if both are approved.
NZX Listing Rule 7.8.8 requires that the notice of special meeting to consider the ordinary resolutions
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 relevant related
party. This report is therefore addressed to the independent directors of Investore for the benefit of
Non-associated Shareholders.
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 7.10.2, we state that:
(i) In our opinion, the consideration and the terms and conditions of the proposed Silverdale
Centre Acquisition and Silverdale Centre Letter or the Management Agreement
Amendments are fair to Non-associated Shareholders. The grounds for these opinions are
set out in this report;
(ii) We believe that the shareholders entitled to vote on the resolutions in relation to the
Silverdale Centre Acquisition, Silverdale Centre Letter and the Management Agreement
Amendments 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

2
Based on the 20-day volume weighted average price of Investore shares traded on the NZX up to 4 September 2025.

Investore Property Limited – Independent Appraisal Report
Scope of the Report Page | 12
The content required to be included in the Appraisal Report pursuant to the NZX Listing Rules is set
out in rule 7.10.2. Among other things, the Appraisal Report must state whether or not the reporter
considers that the terms and conditions of each of the Silverdale Centre Acquisition, the Silverdale
Centre Letter and the Management Agreement Amendments 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 Silverdale Centre Acquisition, the
Silverdale Centre Letter and the Management Agreement Amendments is based on a consideration
of:
 The consequences for the existing shareholders if the resolutions regarding the Silverdale
Centre Acquisition and the Silverdale Centre Letter or Management Agreement
Amendments are approved or not approved;
 The consequences for existing shareholders if the resolution regarding the Silverdale Centre
Acquisition is not approved and the Management Agreement Amendments are approved;
and
 The overall terms of the Silverdale Centre Acquisition, the Silverdale Centre Letter and the
Management Agreement Amendments.
Northington Partners has evaluated the Silverdale Centre Acquisition, the Silverdale Centre Letter
and the Management Agreement Amendments by reviewing the following factors:
 The assessed market value of the Silverdale Centre Acquisition relative to the consideration
being paid;
 The impact of the Silverdale Centre Acquisition on Investore’s financial metrics such as LVR
levels and distributable profit per share;
 Whether the Silverdale Centre Acquisition is broadly consistent with Investore’s investment
strategy mandate;
 The impact of the Silverdale Centre Acquisition 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;
 The impact of the Silverdale Centre Letter or Management Agreement Amendments on
strategic and operational factors and the financial impact on Investore; and
 Other considerations that may be necessary for shareholders to make an informed decision
in relation to the Silverdale Centre Acquisition and the Silverdale Centre Letter or
Management Agreement Amendments.

Investore Property Limited – Independent Appraisal Report
Overview of the Australasian Retail Property Sector Page | 13
3.0 Overview of the Australasian Retail Property Sector
Investore specialises in quality LFR properties – typically standalone buildings leased long-term to
national retailers, including supermarkets, hardware stores, general merchandise and health and
wellbeing. In New Zealand and Australia, the listed property sector includes a number of vehicles with
retail exposure, ranging from traditional shopping centre owners to specialised vehicles focusing on
either LFR or CBR centres.
A review of comparable listed-property vehicles (LPVs)
3
reveals three distinct strategic approaches
within retail:
 Town-centre / daily-needs / CBR platforms that prioritise essential-service anchors and non-
discretionary spending;
 Major-tenant LFR portfolios comprising big-box retailers (like large supermarkets, home
improvement or discount department stores) on long leases; and
 Hybrid mixed-use precincts that integrate daily-needs anchors with discretionary mini-
majors, specialty retail and, increasingly, residential or office components.
To position Investore within this landscape, Table 5 summarises each peer’s investment strategy,
while Figure 1 maps their exposure across the retail-tenant spectrum, and Table 6 presents key
portfolio metrics for each retail peer.
Table 5: Peer Investment Strategy Summary
Entity Investment Strategy Snapshot
Major tenant
exposure %
Management
Model
New Zealand

Investore
(NZX:IPL)
Major-tenant LFR core, adding grocery-anchored multi-
tenant centres for diversification.
59%
4

(Woolworths)
Externally
managed
Kiwi Property
(NZX:KPG)
“Retail-led mixed-use” precincts (Sylvia Park, LynnMall)
blending daily-needs anchor with discretionary r etail,
office & residential.
<10% Internally
managed
Stride/
Diversified
(NZX:SPL)
In addition to Investore, Stride’s retail property portfolio
includes 5 owned/managed town/shopping centres
(NorthWest, Silverdale, Johnsonville, Queensgate,
Chartwell), mixing supermarkets with fashion, leisure &
community uses.
~20%
(Woolworths)
Externally
managed
(Stapled
SIML)
5

Australia

Charter Hall
Retail
(ASX: CQR)
Convenience shopping centres retail and long WALT net
lease retail assets.
11%
(Woolworths)
Externally
managed
HomeCo
(ASX: HDN)
Convenience / daily-needs REIT; supermarket-anchored
neighbourhood hubs with selective LFR properties.
8%
(Woolworths)
Externally
managed
Region Group
(ASX: RGN)
87 CBR centres, with ~90% of gross rent generated
from non-discretionary tenants.
29%
(Woolworths)
Internally
managed
BWP Trust
(ASX: BWP)
82 properties (including 66 Bunnings Warehouses) on
triple-net leases; single-tenant LFR model.
78%
(Bunnings)
Externally
managed
6

3
Our analysis excludes: 1) premium CBD and large regional mall REITs, such as Vicinity Centres (ASX:VCX) and Scentre Group
(ASX:SCG); and 2) REITs specialising in fuel/service-station convenience assets, such as Dexus Convenience Retail (ASX:DXC)
and Waypoint (ASX:WPR).

4
Post-acquisition of BNL in June 2025 and disposal of WBB in September 2025, and excluding properties classified as
‘Development & Other’.

5
SIML manages assets owned by SPL and by Diversified NZ Property Trust.
6
BWP internalisation announced on 27 June 2025.

Investore Property Limited – Independent Appraisal Report
Overview of the Australasian Retail Property Sector Page | 14
Figure 1: Peer Positioning Along the Retail-Tenant Spectrum

Table 6: Key Metrics for Australasian Retail-F ocused LPVs
Entity
Portfolio
Value
No. of
Props
Avg.
Property
Value
WACR
(%)
WALT
(yrs)
NLA
1

(‘000 sqm)
Occup.
(%)
LVR
2

(%)
New Zealand NZ$m NZ$m
Kiwi Property 2,323 5 465 6.4% 3.1 360 97.0% 38.4%
Investore
3
984 43 23 6.3% 6.7 262 99.0% 39.4%
Diversified (Stride) 384 2 192 8.3% 2.7 86 97.0%
38.7%
Stride town centres 282 3 94 7.4% 3.6 59 95.5%
NZ Average 993 13 193 7.1% 4.2 213 97.1% 38.8%
Australia AU$m AU$m
HomeCo 4,920 47 105 5.6% 4.9 842 99.0% 35.2%
Region Group 4,374 87 50 6.0% 4.9 773 97.5% 33.5%
BWP Trust 3,705 82 45 5.4% 4.5 1,156 98.6% 21.6%
Charter Hall Retail 2,934 44 67 6.1% 5.3 563 98.4% 35.0%
Australia Average 3,983 65 67 5.7% 4.9 834 98.4% 31.3%
Source: Annual reports and results presentations as of 31 Mar 2025 for New Zealand LPVs and 30 Jun 2025 for Australian LPVs.
Kiwi Property metrics consider retail and mixed-use portfolio only (exclude the office properties). Charter Hall Retail metrics
exclude the convenience net lease retail p ortfolio.
1
Gross Lettable Area (GLA) shown where NLA was not disclosed.
2
LVR of
Diversified/Stride is based on SPL’s directly held office and town centre properties. LVR of Kiwi Property and Charter Hall Retail
relates to their total portfolio.
3
Including BNL but excluding WBB and properties classified as “Development & Other”.
Low/Non-
discretionary
LFR
Specialty
Discretionary
LFR
Low/Non-
discretionary
mini-majors

Investore Property Limited – Independent Appraisal Report
Overview of the Australasian Retail Property Sector Page | 15
As shown in Table 6 above, the following observations can be made:
 Australian LPVs are materially larger than their New Zealand peers, with an average
portfolio value of ~AU$4 billion versus ~NZ$1 billion in NZ.
 Investore stands out with a WALT of 6.7 years, the longest among all retail-focused LPVs
listed in the table. In contrast, Australian peers like HomeCo, Region Group and Charter Hall
Retail show WALTs of 4.9-5.3 years, reflecting shorter lease profiles more typical of multi-
tenanted, convenience-based centres.
 Occupancy levels are strong across the board, with Investore at 99.0%, ahead of both the
NZ and Australian averages.
 Cap rates (WACR) average 7.1% in NZ and 5.7% in Australia, reflecting lower valuation
yields and higher pricing for Australian retail assets. This likely reflects the investor demand,
market outlook and interest rate profiles of the respective countries as well as the more
defensive non-discretionary nature of the Australian LPVs. Investore’s WACR of 6.3% sits
between the two country averages and is the lowest of the New Zealand retail portfolios,
consistent with its quality asset base but also reflecting the more defensive, non-
discretionary nature of the underlying tenants.
 Investore’s LVR of 39.4% (as at 31 March 2025, post-BNL acquisition and WBB disposal)
sits above the levels reported by most of its peers.

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 16
4.0 Profile of Investore
4.1. Overview of the Company
Investore is New Zealand’s only listed property company with an investment strategy focused on the
LFR property sector. LFR properties are generally characterised by:
 Limited number of specialty retail tenants (generally no more than 15) with the anchor tenant
occupying more than 50% of the net lettable area and contributing more than 50% of the rental
income. This ensures the majority of rental income is received from lease arrangements with
nationally recognised retailers.
 The anchor tenant(s) net lettable area is usually more than 2,000 sqm, with specialty tenants
typically occupying more than 150 sqm, although in some limited cases this may be as small
as 60 sqm or less.
 Physically, 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 lifecycle maintenance and capital expenditure requirements and are well
serviced by convenient vehicle carparking on-site.
 The potential for some properties to be converted into LFR through asset management
activities, such as development and redevelopment initiatives, change of use and leasing.
Alternatively, the property is located adjacent or adjoining to existing assets which provides
the opportunity for future redevelopment and improved returns to existing LFR properties.
 Property uses which include (but are not limited to) grocery, bulky goods retailing, hardware,
general merchandise and convenience retailing.
Investore was incorporated in October 2015 to function as SPL’s investment vehicle for LFR properties.
Investore demerged from SPL 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 SPL 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 SPL, SPL agreed that
while SIML continued to manage Investore, SPL would (except in limited circumstances) hold its
exposure in LFR properties through its shareholding in Investore.
4.2. Property Portfolio
Investore’s current portfolio comprises 43 properties with an aggregate value of ~$1 billion (post-
acquisition of BNL in June 2025 and disposal of WBB in September 2025). Key portfolio metrics are
summarised in Table 7 below:
Table 7: Key Property Portfolio Metrics
Metric
IPL Portfolio
31 Mar 2025
Bunnings
New Lynn
Woolworths
Browns Bay
Pro-Forma Post
BNL & WBB
Number of Properties 43 1 (1) 43
Number of Tenants 142 1 (1) 142
Property Value ($m) 965 43 (23) 984
Net Lettable Area (sqm) 254,684 11,219 (4,382) 261,521
Occupancy 99.0% 100.0% (100.0%) 99.0%
WALT (Years) 6.8 7.0 (9.9) 6.7
Source: Investore Annual Report FY25 and pro-forma analysis including BNL and excluding WBB. Portfolio metrics exclude
properties classified as “Development and Other”.

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 17
Investore's portfolio consists of LFR properties with tenants that attract regular visitation, including
supermarkets, hardware stores, general merchandise and health & wellbeing.
Most of the properties owned (accounting for 59% of C ontract Rental) are tenanted by Woolworths
supermarkets that are leased/operated by General Distributors Limited. Other major tenants include
Bunnings, Mitre 10, Briscoes Group (Briscoes and Rebel Sport) and Foodstuffs (operator of New World
and Pak'nSave).
Figure 2: Portfolio Tenant Classification (by Contract Rental)
1

1
31 Mar 2025 Pro-Forma Post BNL Acquisition and WBB Disposal. Source: Investore Annual Report 2025 and Northington Partners
analysis. Totals may not sum due to rounding.

Figure 3: Anchor Tenant Concentration (by Contract Rental)
1

1
31 Mar 2025 Pro-Forma Post BNL Acquisition and WBB Disposal. Source: Investore Annual Report 2025 and Northington Partners
analysis. Totals may not sum due to rounding.

Woolworths leases include a turnover rent component whereby additional rent is payable when store
sales exceed a specified threshold. For some leases, turnover rent is crystallised to base rent at each
rent review, with base rent increasing by the average turnover rent paid over the prior three years.
When turnover rent is crystallised to base rent, the turnover threshold resets ( typically at a higher level).
As shown in Figure 4, the portfolio is well diversified geographically with approximately 39% of the
properties (by Contract Rental) located in Greater Auckland. Figure 5 shows the lease expiry profile for
leases in place as at 31 March 2025. As would be expected with Investore’s tenants and the LFR focus,
the profile is heavily skewed to long-dated arrangements, with the majority of leases expiring in 8 to 10
years.
Everyday
Needs
62%
Hardware
25%
General
Retail
8%
Food & Beverage / Other4%
Health & Wellbeing2%
59%
21%
3%
3%
15%
62%
17%
3%
3%
15%
Woolworths
Bunnings
Mitre 10
Briscoes Group
Other
Pro-forma post-BNL & WBB
As at 31 Mar 25

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 18
Figure 4: Geographic Location (by Contract Rental)
1

1
31 Mar 2025 Pro-Forma Post BNL Acquisition and WBB Disposal. Source: Investore Annual Report 2025 and Northington Partners
analysis. Totals may not sum due to rounding.
Figure 5: Lease Expiry Profile (by Contract Rental)
1

1
As at 31 Mar 2025. Source: Investore Annual Report 2025. Totals may not sum due to rounding.
4.3. Significant Historical Events
Key milestones in Investore’s history since inception are summarised below.
Date Event
Oct-15 Stride Property Group incorporated Investore as a subsidiary to invest in LFR property. Its initial
holdings are 19 properties that made up the Antipodean Supermarkets Portfolio.
Apr-16 to
Jun-16
SPL transfers six LFR properties to Investore.
Jun-16 Stride Property Group announces the IPO of Investore, alongside the acquisition of the 14 SCA
Properties.
Jul-16 Investore lists on the NZX on 12 July 2016 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 SPL's four remaining LFR
properties leased to Bunnings.
Auckland
39%
Wellington
17%
Canterbury &
Otago
13%
Bay of Plenty
11%
Waikato
10%
Other
10%
1.1%
3.4%
3.8%
5.6%
2.4%
17.9%
6.6%
0.3%
25.0%
6.1%
25.8%
2.1%
VacantFY26FY27FY28FY29FY30FY31FY32FY33FY34FY35
FY36
WALT
6.8 years
15% of Contract Rental
expiring prior to FY30
84% of Contract Rental
expiring in FY30 and

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 19
Apr-18 Investore completes a $100 million bond offer with a coupon rate of 4.40%.
Nov-19 Investore completes $65 million share placement and opens $15 million retail offer (with the
ability to accept oversubscriptions of up to $5 million at Investore’s discretion) to fund the
acquisition of the 3 properties from SPL.
Dec-19 Investore completes the retail offer, raising $12.7 million after scaling total applications of $14.6
million.
Apr-20 Investore completes the $141 million acquisition of Bunnings Mt Roskill, Mt Wellington Shopping
Centre, and Bay Central Shopping Centre.

Aug-20 Investore completes a $125 million bond offer with a coupon rate of 2.40%
May-21 Investore enters into an unconditional agreement to acquire an existing supermarket and
convenience retail property in Petone for $37.3 million.
Feb-22 Investore completes a $125 million bond offer with a coupon rate of 4.00%
Aug-24 Investore signs unconditional agreements to acquire Bunnings Westgate (Auckland) for $51
million and to divest two non-core, regionally located properties at 53 Leach St, New Plymouth
(tenanted by Pak'nSave) and 172-186 Tay Street, Invercargill (tenanted by Woolworths,
Animates and Triton Hearing) for an aggregate price of $54.3 million
Mar-25 Investore signs an unconditional agreement to divest Woolworths Mt Roskill (Auckland) for $25
million
Jun-25 Investore signs an unconditional agreement to acquire Bunnings New Lynn (Auckland) for $43
million
Aug-25 Investore signs an unconditional agreement to divest Woolworths Browns Bay (Auckland) for
$24.4 million (settlement in September 2025)
Source: Investore and Stride Property Group announcements and websites, Capital IQ, MarketScreener
4.4. Capital Structure and Ownership
Investore currently has 377,623,361 ordinary shares on issue. Investore’s shareholder base is relatively
highly concentrated, with the top five shareholders holding 49% of shares on issue. The top five
shareholders as of most recent disclosures are set out in Table 8.
Table 8: Top 5 Shareholders
Shareholder Shares Held
Shareholding
Percentage
Stride Property Limited 71,107,744 18.83%
Forsyth Barr Investment Management Limited 34,236,185 9.07%
Accident Compensation Corporation 33,517,704 8.88%
ANZ New Zealand Investments Limited 26,427,420 7.00%
Generate KiwiSaver Public Trust Nominees Limited 18,566,265 4.92%
Top 5 183,855,318 48.69%
Other Minority Shareholders 193,768,043 51.31%
Total 377,623,361 100.00%
Source: Investore substantial product holder notices and IRESS
Investore’s largest shareholder is SPL with an 18.8% stake, having originally retained 19.9% following
the IPO to ensure on-going alignment between Investore, SPL and SIML. The other four top
shareholders collectively own ~30% of the shares on issue.

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 20
4.5. Summary Financial Results
4.5.1. Financial Performance
A summary of Investore’s recent financial performance is set out in Table 9 below (FY23-FY25).
Table 9: Historical Financial Performance
NZ$ millions FY2023 FY2024 FY2025
Rental Income 71.0 72.8 76.1
Direct property operating expense (10.7) (11.6) (13.9)
Net Rental Income 60.3 61.2 62.3
Management fees (6.2) (5.4) (5.2)
Administration expenses (2.7) (2.8) (2.7)
Profit before net finance costs, fair value movements & tax 51.4 53.1 54.4
Net finance costs (16.2) (18.0) (19.2)
Unrealised fair value movement on derivatives (0.0) (0.0) 0.2
Unrealised fair value movement on investment properties (185.2) (98.7) 12.1
Gain on disposal of investment properties - - 1.1
Reported profit before tax (150.1) (63.6) 48.5
Tax expense (0.1) (3.5) (10.2)
Reported profit after tax (150.2) (67.1) 38.4
Unrealised fair value on investment properties 185.2 98.7 (12.1)
Reversal of lease liabilities in net change in FV of IP (0.1) (0.1) (0.1)
Gain on disposal of investment properties - - (1.1)
Net change in fair value of derivative financial instruments 0.0 0.0 (0.2)
Spreading of fixed rental increases 0.1 0.3 0.3
Capitalised lease incentives net of amortisation (0.1) 0.1 0.0
Borrowings establishment costs amortisation 0.9 1.0 0.8
Deferred tax and other differences (4.9) (1.9) 2.4
Distributable profit after current income tax 31.0 31.0 28.4
Weighted avg shares (millions) 367.7 369.3 374.4
Distributable profit per share (cents) 8.44 8.39 7.58
AFFO per share (cents) 7.78 6.65 6.58
Reported earnings per share (cents) (40.85) (18.17) 10.24
Dividends per share (cents) 7.90 7.20 6.50
Sources: Investore annual reports and NZX announcements. Totals may not sum due to rounding.
The main features of Investore’s historic financial performance can be summarised as follows:
 Modest rental growth: Net rental income has grown 1-2%, driven by structured reviews and
increase in Woolworths turnover rent. However, this has also been impacted by asset
recycling within Investore’s investment property portfolio (sale of generally higher yielding non-
core properties for typically lower yielding newer properties with stronger growth outlooks);
 Negative underlying earnings growth: DPPS and AFFO per share growth has been elusive
in recent years. Declines in FY25 relate primarily to the impact of the removal of tax
depreciation on commercial buildings, increasing interest costs and the additional shares from
Investore’s dividend reinvestment plan, which have collectively meant that underlying DPPS
has declined ~3% over the period (excluding the impact of the tax change in FY25).
 Statutory earnings volatility from revaluations: Heavy property devaluations produced a
$150 million loss in FY23 and a $67 million loss in FY24, but a $12 million gain lifted FY25 to a
$38 million profit;

Investore Property Limited – Independent Appraisal Report
Profile of Investore Page | 21
 Interest-rate pressure easing: Net finance cost rose in FY24 as rates reset, but proactive
hedging and refinancing trimmed the weighted average cost of debt to 4.1% in FY25 on lower
borrowings (4.3% in FY24; 4.0% in FY23);
 Dividend distributions moderated: Cash DPS stepped down from 7.90c (FY23) to 7.20c
(FY24) and 6.50c per share (FY25). This decline reflects lower DPPS as described above
(including the impact of tax depreciation changes) but also a much lower distribution payout in
FY25 (~86% of DPPS) vs FY23 (~94%).
4.5.2. Financial Position
A summary of Investore’s financial position for the period FY23–FY25 is set out in Table 10.
Table 10: Historical Financial Position
NZ$ millions FY2023 FY2024 FY2025
Assets

Cash and cash equivalents 4.8 6.6 5.4
Trade and other receivables 0.6 0.6 1.1
Prepayments 0.9 1.0 0.8
Other current assets 2.0 2.3 5.4
Investment properties 1,070.5 1,002.6 1,001.7
Investment portfolio 1,033.2 971.9 964.4
“Development & other” plus right-of-use assets 37.3 30.7 37.4
Deposits on investment properties 0.1 0.1 -
Derivative financial instruments 1.5 1.1 0.3
Total assets 1,080.3 1,014.4 1,014.7
Liabilities

Trade and other payables 8.4 11.2 15.6
Derivative financial instruments 0.7 0.2 0.3
Current and deferred tax liability 2.8 1.8 4.1
Lease liability 8.3 13.3 13.2
Bank borrowings 385.0 401.0 377.1
Total liabilities 405.3 427.4 410.3
Equity

Share capital 557.2 564.1 568.3
Retained earnings and reserves 117.8 23.0 36.1
Total equity 675.0 587.1 604.4
Sources: Investore annual reports. Totals may not sum due to rounding.
The main features of Investore’s historic financial position can be summarised as follows:
 Portfolio value stabilising: investment portfolio value declined from $1.033 billion (FY23) to
$972 million (FY24) amid cap-rate expansion, then steadied at $965 million in FY25 as modest
valuation gains and asset recycling offset disposals;
 Prudent gearing: Loan-to-value ratio peaked at 40.8% (FY24) before easing to 38.5%
(FY25), comfortably within the current 60% banking LVR covenant;
 Net tangible assets trend: Net tangible assets per share fell from $1.84 to $1.57 between
FY23 and FY24, but increased to $1.60 as at 31 Mar 25, signalling the first positive inflection
since FY22;
 Funding mix strengthened: $225 million of bank facilities refinanced as green loans in FY25;
~74% of debt is now hedged/fixed, lengthening duration and reducing rate risk.

Investore Property Limited – Independent Appraisal Report
Overview of the Material Transactions with a Related Party Page | 22
5.0 Overview of the Material Transactions with a Related
Party
5.1. Overview of the Silverdale Centre Acquisition
5.1.1. Transaction Summary and Terms
The Silverdale Centre Acquisition involves the purchase of the Silverdale Centre under the following
key terms:
 Purchase Price: $114 million plus GST (if any);
 Deposit: $5.7 million payable once unconditional;
 Settlement Date: 31 October 2025; and
 Seismic Provision: SPL (the vendor) has agreed to either undertake certain seismic works
(capped at $800k) or reimburse part of the proposed purchase price (capped at $800k), if
Investore is required to undertake seismic strengthening on selected buildings to achieve 67%
NBS. Investore would be able to request this after one year from the date of settlement.
The sale and purchase agreement in relation to the Silverdale Centre Acquisition is conditional upon
approval of Investore’s shareholders by 31 October 2025 (Investore Board’s approval is expected to be
satisfied within 10 working days of the execution date).
The Silverdale Centre Acquisition is expected to be funded via bank debt under Investore’s facilities
and the Convertible Note. SPL has elected not to participate in the Convertible Note. Indicative key
terms of the Convertible Note are as follows:
 Note size: up to $62.5 million;
 Interest rate: fixed rate to be determined by Investore, in conjunction with the joint lead
managers, upon completion of the bookbuild process;
 Indicative issue date: 26 September 2025;
 Term/Conversion Date: 4 years / September 2029;
 Conversion: automatic conversion on maturity into Investore shares, unless a cash election is
made (option as described below). The conversion price will be the lesser of $1.56 and a 2%
discount to the market price at conversion date (determined based on VWAP over last 20
trading days);
 Cash Election Option: at its discretion, Investore may opt, in part or whole, to pay a cash
amount equal to the market price instead of converting.
Key acquisition metrics are detailed in Table 11 below.
Table 11: Silverdale Centre – Key Acquisition Metrics
Silverdale Centre (22,990 sqm; 39 tenants
8
) is of similar size and nature to Investore’s existing Bay
Central Shopping Centre property in Tauranga (17,097 sqm; 30 specialty retailers). If acquired,
Silverdale Centre will represent Investore’s largest asset by area and value.
The property has been inspected by Investore and reviewed from legal, technical and environmental
aspects as part of the Silverdale Centre Acquisition. These reviews noted that the property is generally
well maintained with no deferred maintenance requirements evident and no known environmental or

7
As recorded in the independent valuation undertaken by JLL, assuming certain seismic upgrade works have been completed.
8
As per tenancy schedule provided from vendor: 39 tenants include Northern Arena, Auckland Night Markets and SIML.
Anchor Tenants Occup.
7

NLA
(sqm)
WALT
(yrs)
Net Rent
p.a. ($m)
Market
Cap Rate
Valuation
7

($m)
Purchase
Price ($m)
The Warehouse/
Woolworths
100.0% 22,990 4.0 $7.8 6.75% $114 $114

Investore Property Limited – Independent Appraisal Report
Overview of the Material Transactions with a Related Party Page | 23
technical issues (other than certain seismic works as contemplated by the sale and purchase
agreement).
A brief description of Silverdale Centre is provided below.
5.1.2. Property Description and Key Attributes
Silverdale Centre is a retail centre located at 61 Silverdale Street, Silverdale, Auckland (32km north of
Auckland’s CBD). It was developed in 2012 as an open-air retail centre serving the growing suburbs of
Silverdale, Millwater and the Hibiscus Coast. The centre comprises 22,990 sqm net lettable area
spread across multiple single-level buildings and 980 carparks on a 7.05-hectare freehold site.
Figure 6: Silverdale Centre Location

Note: Approximate locations of key big box retailers across the Silverdale area. Logo placement is indicative for competition context.

SILVERDALE
CENTRE

Investore Property Limited – Independent Appraisal Report
Overview of the Material Transactions with a Related Party Page | 24
Figure 7: Silverdale Centre Site Configuration

Figure 8 highlights that while Silverdale Centre’s anchor tenants, The Warehouse (including
Warehouse Stationery) and Woolworths, occupy 52 % of the NLA, they only contribute 35 % of the rental
income. Seven mini-major tenancies, with NLA of at least 500sqm (Noel Leeming, Number 1 Shoes,
Super Cheap Auto, Bed Bath & Beyond, North Beach, Postie Plus and Chemist Warehouse), represent
23% of overall NLA and rental income. Furthermore, 6 of the remaining 26 specialty tenants
9
occupy
between 400 and 500 sqm of NLA (considered as LFR by JLL), representing a total of 11% of overall
NLA and 15% of rental income.
Figure 8: Proportionate Area (NLA) and Income (Base Rent) by Tenant Group

Source: JLL (Silverdale Centre Valuation – 11 August 2025). Totals may not sum due to rounding.
As shown in Figure 9, Silverdale Centre generates a relatively balanced income mix across
discretionary spending categories, with approximately one-third of rental income derived from each of
the high, low, and non-discretionary segments.

9
Excluding Northern Arena, Auckland Night Markets, carwash and SIML.
38%
27%
19%
15%
34%
14%
34%
19%
By Lettable
Area
By Income
(Base Rent)
Other Large Format Specialties & Other The Warehouse Woolworths

Investore Property Limited – Independent Appraisal Report
Overview of the Material Transactions with a Related Party Page | 25
Figure 9: Proportionate Area and Income by Type of Spend
10

Source: JLL (Silverdale Centre Valuation – 11 August 2025). Totals may not sum due to rounding.
While Silverdale Centre serves as a convenient retail hub for the immediate catchment, it faces existing
competition. Directly across the road is Silverdale Mall, anchored by Farmers together with over 30
specialty retailers, with a Briscoes also located ~100 metres away. These neighbouring centres add
competitive pressure but also contribute to the overall retail critical mass in the area. Additional LFR
offerings are located nearby, including a cluster approximately 2km to the southwest comprising Pak’n
Save, Bunnings, and Animates; Coast Plaza in Whangaparāoa (8km to the southeast), anchored by
Woolworths and Mitre10; and a further Woolworths and New World in Ōrewa, around 5km to the north.
Notwithstanding this competition, we consider that the associated risk is appropriately reflected in JLL’s
market valuation, which is underpinned by the property’s strategic location, strong amenity and
underlying land value.
5.2. Overview of the Silverdale Centre Letter
The Silverdale Centre Letter between SIML and Investore sets out the Silverdale Centre Fees and
provides for SIML’s consent to the acquisition, to the extent such consent is required under the
Constitution. A copy of the Silverdale Centre Letter is available on Investore’s website and is detailed in
the Notice of Special Meeting.
The Silverdale Centre Fees are intended to compensate SIML for the additional work required in
managing the Silverdale Centre on behalf of Investore. The Silverdale Centre Letter therefore
represents a variation to the Management Agreement but only in respect of the Silverdale Centre (not
any other property).
We note that the Silverdale Centre Letter should be regarded as a fallback mechanism to ensure SIML
is fairly compensated for the additional costs of managing the property, in the event shareholders
approve the Silverdale Centre Acquisition but do not support the broader Management Agreement
Amendments (detailed below). Importantly, the Silverdale Centre Fees will be the same under the
amended Management Agreement or the Silverdale Centre Letter.
5.3. Overview of the Proposed Management Agreement Amendments
Investore’s Board (with SIML’s agreement) is proposing to amend the Management Agreement with
SIML in three key aspects: (i) broadening Investore’s investment mandate to include CBR assets, (ii)
change to capital management and Board-Governed treasury policy, and (iii) an update of the
management fee structure. The amendments also include certain other immaterial or conforming
changes.

10
According to JLL’s valuation report, Non/Low-Discretionary income categories include food and beverage, mobiles phones and
some retail services, whereas High-Discretionary include apparel, jewellery and homeware.

31%
39%
30%
33%
32%
35%
By NLA
By Gross
Income
Non-Discretionary Low-Discretionary High-Discretionary

Investore Property Limited – Independent Appraisal Report
Overview of the Material Transactions with a Related Party Page | 26

5.3.1. Expansion of the Investment Mandate
Investore’s current investment mandate, as set out in the Management Agreement, is focused primarily
on LFR properties – typically large, standalone, single-floor retail stores where more than 50% are
occupied by a single major tenant or a limited number of major tenants.
The proposed amendment seeks to expand this mandate to capture investment in property that
provides a focus on CBR. These properties are typically anchored by nationally recognised retail
companies, and uses are primarily retail or associated everyday services and can include, but are not
limited to, grocery, bulky goods retailing, factory outlet, convenience retailing, trade-based retail,
general merchandise, health and community services, and ancillary office.
In practical terms, this change provides greater scope for Investore to acquire a broader range of major
tenant-anchored centres in the future, which have features that may not strictly fit all of the
Management Agreement’s original LFR definition. The mandate expansion would formally broaden the
scope of permissible investments, while retaining a clear focus on quality daily needs-based retail
properties. This is not a shift into unrelated asset classes, but rather a widening within the retail domain
to capture a subset that is closely aligned to its existing portfolio (i.e. everyday needs retail).
The amendments also provide a standing consent of SIML, as manager to the Permitted Business
Activities under Investore’s constitution, including anything which falls within the updated investment
mandate.
5.3.2. Change to Capital Management Provisions
In conjunction with the proposed investment mandate expansion, Investore plans to remove the fixed
50% LVR cap embedded in the Management Agreement. Instead, the revised agreement will provide
greater scope for the Investore Board to establish and adjust LVR and hedging policies as part of its
broader governance responsibilities.
5.3.3. Change to Management Fee Provisions
The third set of amendments involves updating the fee framework in the Management Agreement,
specifically an increase to building management fees and the introduction of additional services.
Currently, SIML receives:
 A Base Management Fee calculated as: 0.55% per annum of the Gross Asset Value (“GAV”)
of Investore up to NZ$750 million, and 0.45% p.a. of GAV in excess of that (by FY25 with
~$1.0 billion assets, effectively a blended ~0.52% fee);
 A Performance Fee equal to 10% of shareholder returns above the NZX Property index, with a
cap;
 A Building Management Fee of $10,000 per year in respect of each property held by
Investore, calculated on a daily basis; and
 Other fees, such as leasing fees for securing tenants, property disposal fees and development
fees for projects.
It is proposed that the current flat Building Management Fee of $10,000 per property per annum be
replaced with a dual-component fee structure. Under this structure, the Company will pay to the
Manager a Building Management Fee for each property owned or held by Investore (excluding Bay
Central, Mt Wellington, and Carr Road, which are existing shopping centres as at the Amendment
Date) during all or part of the relevant year, calculated as the greater of:
 All building manager's fees and centre management expenses (plus GST, if applicable)
included within operating and marketing expenses for the relevant properties, but only in
respect of properties acquired, developed or redeveloped by Investore after the Amendment
Date
11
; and

11
We note that this will not apply to developments or redevelopments of properties held at the Amendment Date that have similar
tenants, and similar number of tenancies post the development or redevelopment.

Investore Property Limited – Independent Appraisal Report
Overview of the Material Transactions with a Related Party Page | 27
 $10,000 per property per annum (plus GST), indexed annually to CPI.
In addition, for Bay Central, Mt Wellington, and Carr Road (the existing shopping centres owned as at
the Amendment Date), the Building Management Fee will be calculated as all building manager’s fees
and centre management expenses (plus GST, if applicable) for those existing shopping centres
recovered through operating and marketing expenses.
These changes are intended to better reflect the actual cost and complexity of managing each property,
particularly multi-tenant centres like Bay Central, Mt Wellington and Carr Road shopping centres, and
to align more closely with market practice.
In addition, the Management Agreement does not currently provide flexibility for SIML to deliver
services outside its existing scope that require intensive management resources (“Additional
Services”). It is therefore proposed that the scope and fees for Additional Services be agreed where
Investore requests them and the Manager consents to provide them.

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Silverdale Centre Acquisition Page | 28
6.0 Assessment of the Proposed Silverdale Centre
Acquisition
6.1. Value and Purchase Price
Investore engaged JLL to provide an independent valuation of the Silverdale Centre as of 11 August
2025. A summary of the valuation metrics is set out in T able 12 below.
Table 12: Silverdale Centre – Key Valuation Metrics
1

1
Source: JLL’s valuation report as of 11 August 2025, unless specified otherwise.
2
As per JLL’s independent valuation, assuming completion of certain seismic upgrade works.
JLL has assessed the market value of Silverdale Centre, 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 the lease profile of the
property (including the rent review mechanism). Furthermore, the capitalisation rates applied by JLL are
in line with the capitalisation and discount rates implied from recent market transactions for similar
properties. Table 13 provides a summary of certain price metrics for broadly comparable properties
sold post 2022 for which sales data is available.
Table 13: Comparable Sales Transactions
Property Sale Date NLA (sqm)
Sale Price
($m)
Est. Initial
Yield
Est. IRR
Value / NLA
($)
Silverdale Centre Sep-25 22,990 $114.0 6.8% 8.2% $4,959
Manukau Supa
Centa, Manukau
May-25 39,183 $161.0 ~7.0% NA $4,109
The Warehouse,
Noel Leeming and
several specialty
stores, Royal Oak
Jun-23 8,441 $30.5 ~6.5% <8.0% $3,613
Roskill Centre,
Wesley
Apr-23 8,412 $36.8 ~6.5% <8.0% $4,369
Westgate Lifestyle,
Westgate
Mar-23 25,497 $85.7 7.0% 7.8% $3,361
Average 20,905 $85.6 ~6.8% <8.0% $4,083
Source: JLL, Northington Partners estimates.

Table 13 demonstrates that the purchase price terms for Silverdale Centre are broadly similar to
available comparable sales evidence. We also note:
 Specific property characteristics make direct comparison difficult. For instance, Manukau Supa
Centa is complicated by it being a strata title scheme with certain large tenants such as
Harvey Norman held under separate ownership but with common body corporate (this
Date Constructed 2012
Net Lettable Area (sqm) 22,990
Net Passing income ($m) $7.8
Occupancy 100.0%
WALT (years) 4.0
Valuation ($m)
2
$114
Cap Rate 6.75%
Passing Yield (at Valuation) 6.81%
IRR (10 year) 8.2%

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Silverdale Centre Acquisition Page | 29
potentially limits the owner’s rights with regard to management and strategy for the whole
property).
 While Silverdale Centre’s value per NLA is higher than average, this largely reflects higher
average per sqm rental. We (and valuers) would place less emphasis on this value metric
relative to yields and the implied transaction IRR/discount rates which reflect estimated future
returns.
Table 14 illustrates the valuation and other operating metrics for Investore’s existing portfolio relative to
the weighted average metrics of Silverdale Centre at the purchase price of $114 million.
Table 14: Valuation Metrics of Investore Portfolio Relative to Silverdale Centre at Purchase Value
Metric
Investore Portfolio
(31 Mar 2025 pro-forma
1
)
Silverdale Centre
(11 Aug 2025)
Pro-Forma Combined
Portfolio
Market Cap Rate 6.29% 6.75% 6.34%
Contract Passing Yield 6.53% 6.81% 6.56%
Valuation / Purchase Value ($m) $984.5 $114.0 $1,098.5
Occupancy 99.0% 100.0% 99.1%
WALT (years) 6.7 4.0 6.5
NLA (sqm) 261,521 22,990 284,511
1
Based on portfolio as of 31-Mar-2025 including the acquisition of BNL announced on 27 Jun 2025, excluding the disposal of WBB
announced on 25 Aug 2025, and excluding properties classified as ‘Development & Other’ and capital commitments.
Source: Investore and Northington Partners analysis.
Given the Silverdale Centre Acquisition has been negotiated on arms-length terms between Investore
and SPL, and the property is being purchased at a price in line with its independent market valuation,
we consider the proposed acquisition terms are fair to Non-associated Shareholders.
6.2. Financial Implications of the Silverdale Centre Acquisition
We have estimated the pro-forma impact of the Silverdale Centre Acquisition on Investore’s
distributable profit and LVR as summarised in Table 15, based on the following assumptions:
 The Silverdale Centre Acquisition is assumed to settle on 31 October 2025, contributing five
months of earnings in FY26. Our analysis is based on a pro forma assessment of the first full
12 months following acquisition.
 The acquisition cost of $114 million is assumed to be funded through a combination of: $62.5
million via the Convertible Note, and the balance drawn from a new $100 million bank facility.
The net proceeds from the Convertible Note are expected to be received on or around 26
September 2025, prior to completion of the Silverdale Centre Acquisition.
 The Convertible Note is assumed to carry the indicative terms outlined in Section 5.1.1 and
interest consistent with market rates for similar instruments. When combined with the new
incremental bank debt, it is assumed to result in an estimated weighted average cost of
funding of 5.0-5.5%, based on current market conditions. For comparison, Investore’s NZX-
listed bonds are currently yielding: 4.10% (25 February 2027 maturity) and 4.46% (31 August
2027 maturity) as at 4 September 2025. The actual cost of funding may vary depending on
interest rate markets, swap rates, and hedging arrangements at the time of settlement.
 Additional management fees of approximately $0.5 million are assumed to apply following the
acquisition, based on an asset management fee of 0.45% (as per the SIML management
agreement, applicable once the portfolio exceeds $750 million in value).
 Building Management Fees and corresponding recoveries have been incorporated within
Silverdale Centre’s net profit forecasts. We note a shortfall of approximately 54% in recoveries
(net non-recoverable fee of approximately $134k), which is partly attributable to the fact that
some leases are structured as semi-gross.
 One-off acquisition and financing costs associated with the Silverdale Centre Acquisition have
been excluded from the summary earnings and distributable profit analysis.

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Silverdale Centre Acquisition Page | 30
 Appropriate allowances for tax depreciation on building improvements and deferred tax
adjustments have been made, consistent with Investore’s treatment across its broader
property portfolio.
Table 15: Forecast Financial Impact of the Silverdale Centre Acquisition
Profit & Loss
Pro-Forma
First 12 months
Net rental income 7.8
Asset management fees (incl. valuation costs) (0.6)
Earnings before interest and tax 7.2
Net finance costs (6.2)
Current tax expense (0.1)
Profit after tax (excluding revaluation) 0.9

Balance Sheet
Pro-Forma Post
BNL & WBB
Silverdale Centre
Acquisition
Pro-Forma Post
Transaction
Investment Properties Value ($m) $1,002.8 $114.0 $1,116.8
Bank Debt ($m) $395.5 $53.2 $448.7
Convertible Note ($m) - $62.5 $62.5
LVR (%)
12
39.4% 40.2%
Source: Investore and Northington Partners analysis.
The estimated key financial impacts of the Silverdale Centre Acquisition, assessed on a pro-forma
basis, are as follows:
 Based on the incremental earnings contribution (including the incremental management fees)
for the first year of ownership, the Silverdale Centre Acquisition, together with Convertible
Note and bank debt funding, is projected to increase Investore’s FY26 pro forma DPPS by
approximately 3.0%.
13

 The actual level of earnings and dividend accretion may vary depending on the effective cost
of funding, and any other changes in Investore’s capital structure or property portfolio,
including further acquisitions or divestments.
 Investore’s LVR is projected to remain broadly unchanged at approximately 40.2% on a pro
forma basis, following settlement of both the Silverdale Centre Acquisition and the Convertible
Note, or increase to 45.6% if the Convertible Note issuance does not proceed. This is above
the Board’s stated long-term LVR policy of 30%-40%, but well within the bank covenant limit
of 60%, thereby preserving balance sheet resilience.
 Furthermore, the potential divestment of further non-core, regionally located assets (totalling
$212 million in value as at 31 March 2025) is expected to provide additional debt reduction
capacity. Assuming non-core property sales of approximately $30 million and settlement of
the Convertible Note, Investore’s LVR would be reduced to 38.5%, in line with the level prior
to BNL, WBB and the Silverdale Centre Acquisition (as at 31 March 2025).
We consider that the use of a Convertible Note appears to be a prudent capital management approach
in the current market environment. It enables Investore to fund the Silverdale Centre Acquisition without
the need for an equity raising at current share price levels, which are trading at a discount to NTA. In
addition to preserving value for existing shareholders, the note structure provides flexibility as it can be
redeemed for cash potentially using proceeds from non-core divestments over the next 3-4 years,
helping to manage refinancing risk and maintain gearing discipline.

12
LVR based on investment properties value for banking purposes (Silverdale Centre independently valued at $114 million) and
excluding the Convertible Note as subordinated and treated as equity.

13
DPPS accretion based on the incremental DPPS generated from the Silverdale Centre Acquisition including the impact of
Convertible Note and transaction-related debt. DPPS generated from the Silverdale Centre Acquisition is calculated on a pro-forma
12-month ownership basis based on the assumptions described, but excludes one-off transaction and Convertible Note related costs.
The actual level of earnings will vary depending on the actual settlement date, final Convertible Note terms and the incremental cost
of debt at settlement.

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Silverdale Centre Acquisition Page | 31
6.3. Strategic Fit
Investore’s investment mandate is prescribed in Investore’s constitution and management agreement
with SIML. Both the Manager and Investore’s independent directors consider the Silverdale Centre
Acquisition to be aligned with Investore’s investment strategy. Table 16 highlights key aspects of the
Silverdale Centre relative to Investore’s current investment mandate criteria.
Table 16: Silverdale Centre’s Fit with Investore LFR Investment Definition
Investment Mandate Criteria Silverdale Centre
Typically large, free-standing, rectangular, generally
single-floor structures well serviced by car park facilities

Uses include, but are not limited to, grocery, bulky goods
retailing, factory outlets, general merchandise and
convenience retailing

Anchor Tenant(s)’ NLA is typically in excess of 2,000sqm

The Warehouse (7,778sqm) and
Woolworths (4,270 sqm)
Single tenants or a limited number of tenants and
generally no more than 15 specialty tenants
–
2 anchor tenants
7 mini -major tenancies
26 specialty tenants
The Anchor Tenant(s) occupy >50% of NLA and
contribute >50% of rental income

52% NLA
–
35% rent (58% if we also consider the mini-major
tenancies)
Minimise operating and lifecycle (capital and maintenance
expenditure) costs

Includes property or land than is able to be converted to
LFR

Includes property or land that is located adjacent or
adjoining that provides opportunity for future LFR
development

The above attributes generally result in long WALTs
–
4.0 years

While the Silverdale Centre meets the majority of Investore’s current LFR investment criteria, it only
achieves partial alignment with some of the elements. However, taken as a whole, we consider that the
Silverdale Centre Acquisition meets the mandate based on the following observations:
 If the definition of anchor tenants was broadened to consider other major nationally
recognised retailers or service providers with at least 500 sqm of NLA (mini-major tenancies),
Silverdale Centre would satisfy the 50% rental income threshold. Such tenants, which
represent a total of 23% of both overall NLA and rental income, include Chemist Warehouse,
Noel Leeming, Number 1 Shoes, Super Cheap Auto, Bed Bath & Beyond, North Beach and
Postie Plus;
 Furthermore, 6 of the remaining 26 specialty tenants occupy between 400 and 500 sqm of
NLA, representing a total of 11% of overall NLA and 15% of rental income;
 When considered more broadly within the property market, the tenants above would often be
included within the definition of LFR and indeed most commercial real estate firms consider
Silverdale Centre to be LFR (e.g. CBRE, Colliers and JLL);
 Investore’s LFR definition generally refers to large, free-standing buildings anchored by major
retailers, allowing flexibility for assets that broadly fit its focus on everyday needs retail;
 International LFR targeted property investment vehicles would likely categorise these mini-
major tenancies as LFR (for example, HomeCo in Australia); and
 The addition of The Warehouse and the other aforementioned national tenants provides
Investore with greater diversification of retail categories while not materially exposing it to
fashion or apparel retail.

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Silverdale Centre Acquisition Page | 32
We therefore believe that the Silverdale Centre Acquisition is consistent with Investore’s strategy to
invest in LFR property, especially when considered from a portfolio perspective. It contributes scale,
tenant diversification and geographic benefits (described in Section 6.4).
We also note that due to the relationship between Investore and SPL, the management of perceived
and actual conflicts of interest is an integral feature of Investore’s governance practices. Throughout
the negotiation of the Silverdale Centre Acquisition, the standing conflicts protocols of SIML, as
manager of Investore, were applied in negotiating the transaction with SPL.
Investore implemented the following measures in order to ensure a thoroughly independent process:
 The independent directors of Investore, being Mike Allen, Gr áinne Troute and Adrian Walker,
managed the negotiation of the sale and purchase agreement with SPL and had significant
involvement in the due diligence process of the Silverdale Centre Acquisition;
 An independent valuation of Silverdale Centre was undertaken by JLL for the benefit of
Investore. The Purchase Price of $114 million is equivalent to the assessed market valuation;
 Consistent with the NZX Listing Rules, the property valuer (JLL) was approved as being
independent by NZX;
 Separate legal advisers were appointed for each of Investore and SPL, with the independent
directors of Investore having their own legal counsel that was different from Investore;
 The standing conflicts protocols between Investore and SPL were adhered to in negotiating
the Silverdale Centre Acquisition, in addition to separate transaction specific conflict protocols
(and which were independently reviewed); and
 The independent directors, after thorough review, concluded that the Silverdale Centre
Acquisition was a positive fit with Investore’s strategy and was value accretive to
shareholders.
6.4. Operational Implications of the Silverdale Centre Acquisition
Table 17 summarises the impact of the Silverdale Centre Acquisition on Investore’s portfolio metrics.
Table 17: Investore Property Portfolio Metrics Pre and Post the Silverdale Centre Acquisition
Metric
Pro-Forma Post
BNL & WBB
Silverdale Centre
Pro-Forma Combined
Portfolio
Portfolio Asset Value $984.5 $114.0 $1,098.5
Number of Properties 43 1 44
Number of Tenants 142 39 181
WALT (years) 6.7 4.0 6.5
Market Cap Rate 6.29% 6.75% 6.34%
Initial Yield 6.53% 6.81% 6.56%
Occupancy

(by NLA) 99.0% 100.0% 99.1%
Tenancy Exposure
(Based on gross
Contract Rental)

59%
21%
21%

Woolworths Bunnings Other tenants
54%
18%
28%

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Silverdale Centre Acquisition Page | 33
Geographic Exposure
(Based on gross
Contract Rental)

Source: Investore, JLL’s report, and Northington Partners analysis. Metrics exclude Development & Other (D&O) Properties.
As illustrated in Table 17, the Silverdale Centre Acquisition:
 Enhances portfolio scale, increasing Investore’s investment property portfolio by approximately
12% to ~$1.1 billion on a pro forma basis. This scale expansion is expected to support a
reduction in management and administration costs as a percentage of total assets (i.e. a lower
management expense ratio).
 Improves tenant diversification, reducing Investore’s reliance on General Distributors
(Woolworths) and introducing new national retailers such as The Warehouse Group and
Chemist Warehouse. On a pro-forma basis, exposure to Woolworths is reduced from 59% to
54% of Contract Rental, while Bunnings reduces from 21% to 18%. Correspondingly, other
tenants (including LFR and specialty retailers) grow from 21% to 28%.
 Has minimal impact on portfolio valuation metrics, with limited change to the overall
capitalisation rate and yield of the portfolio.
 Maintains high occupancy levels, with Silverdale Centre fully leased. As a result, Investore’s
post-acquisition portfolio occupancy remains stable at 99.1%.
 Slightly reduces portfolio WALT, by approximately three months. However, we note that
Silverdale Centre’s lower WALT largely reflects the tenancy profile for The Warehouse. We
consider that the vacancy risk from this expiry as relatively low, based on the growth outlook
for catchment area and the assumption that The Warehouse would renew their lease (they
have a further 6-year right of renewal, plus four additional 3- year rights of renewal) or that the
space would be re-tenanted (including from other large discount retail stores). Notwithstanding
the reduction in WALT post the Silverdale Centre Acquisition, Investore’s WALT would remain
among the top three longest in the NZX-listed property sector.
 Increases exposure to Auckland, a higher-growth region, with pro-forma exposure rising from
approximately 39% (post BNL and WBB) to 46% of gross contracted rent. Furthermore, the
North Auckland Future Urban Zone (covering Silverdale, Wainui East and Dairy Flat) has been
identified as one of Auckland’s primary growth regions over the next 25 years
14
.
6.5. Summary of our Assessment
We consider the terms and conditions of the Silverdale Centre Acquisition to be fair for Non-associated
Shareholders. This view reflects the following key considerations:
 Strategic Fit: The Silverdale Centre Acquisition is consistent with Investore’s strategy to
acquire quality LFR assets through SIML’s market coverage. While Silverdale Centre
represents a different mix of LFR tenants and has a shorter WALT compared to most of the
existing portfolio properties, we consider this retail centre to be broadly consistent with
Investore’s definition of LFR property.
 Acquisition Terms: The purchase price of $114 million is supported by the independent
valuation provided by JLL, which reflects recent transaction evidence and JLL’s views of
renewed and strong demand for this type of asset. The agreed price reflects appropriate
adjustments for location, tenant covenant strength, and lease terms, and results in portfolio
valuation metrics that are in line with Investore’s existing portfolio.

14
Source: “Auckland Plan 2050”, June 2018, Auckland Council.
39%
61%
Auckland Other regions
46%
54%

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Silverdale Centre Acquisition Page | 34
 Immediate Financial Impact: The Silverdale Centre Acquisition is expected to result in an
increase in FY26 DPPS. The Convertible Note will provide the debt headroom required to
settle the Silverdale Centre Acquisition. On a pro-forma basis, Investore’s post-transaction
LVR is expected to be approximately 40.2%, slightly above the Board’s stated LVR policy of
30%-40%, but comfortably within the bank covenant limit of 60%.
 Operational Impact: The Silverdale Centre Acquisition diversifies Investore’s tenant base by
reducing exposure to Woolworths and introducing new national tenants such as The
Warehouse Group and Chemist Warehouse. It also increases Investore’s geographic
exposure to the higher-growth Auckland region.
 Other considerations: post-transaction, Silverdale Centre would be Investore’s single largest
asset by value, representing ~10% of the portfolio and more than double the value of
Investore’s 2
nd
highest value property (Bunnings Westgate). Investore’s existing portfolio also
broadly comprises assets with a higher level of secondary market sale liquidity, especially for
supermarket and hardware LFR properties. The specialty nature and reduced buyer audience
for Silverdale Centre (typically global and domestic institutional investors) might limit how
quickly and easily the property could be sold if Investore determined to sell Silverdale Centre
in the future. While liquidity might not be an important consideration now, it could impact on
Investore’s financial flexibility in the future.

Investore Property Limited – Independent Appraisal Report
Assessment of the Silverdale Centre Letter Page | 35
7.0 Assessment of the Silverdale Centre Letter
The Silverdale Centre Letter provides for SIML to be fairly compensated for the additional work required
to manage the Silverdale Centre which, as a multi-tenanted property (39 tenants), demands
significantly more management resource than a single-tenanted (or small number of tenants) LFR
property. Under the Silverdale Centre Letter terms, SIML would be paid all building management fees
and centre management expenses. The proposed Silverdale Centre Fees are intended to reflect these
additional costs, consistent with how the property is currently managed.
A portion of the Silverdale Centre Fees will be recoverable from tenants (approximately $115k), with the
net non-recoverable component of approximately $134k largely reflecting non-recoverable costs
associated with major tenants. The fees (and non-recoverable amounts from certain tenancies) are
consistent with commercial, arm’s-length fees charged for comparable properties and are already
incorporated in both the independent valuation of the Silverdale Centre and our earnings and financial
impact analysis of the acquisition (see Section 6.2).
As noted in our review of the Management Agreement Amendments (Section 8.3), the current building
management fee structure provides only a flat fee of $10k per property per annum. In the case of
Silverdale Centre, this would equate to ~0.1% of gross income, which materially understates the
complexity and cost of managing a large, multi-tenanted retail centre. By comparison, externally
managed REITs in New Zealand and Australia typically charge between 1% and 3% of gross rent,
generally recoverable through tenant outgoings.
Accordingly, we consider the Silverdale Centre Fees to be appropriate, commercially reasonable, and
consistent with market practice.

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Management Agreement Amendments
Page | 36
8.0 Assessment of the Proposed Management Agreement
Amendments
8.1. Expansion of Investment Mandate
As described in Section 5.2 above, the proposed amendment to the Management Agreement seeks to
explicitly broaden Investore’s permitted investment scope to include CBR properties – retail assets
such as neighbourhood and subregional centres focused on non-discretionary, everyday needs.
The expansion reflects a recognition that convenience/daily-needs retail is a resilient and attractive
segment that complements Investore’s existing LFR strategy. In our assessment, the following factors
support the rationale for expanding the mandate:
 Resilience of Daily-Needs Retail: CBR assets (e.g. those anchored by supermarkets,
essential services and daily-needs retail) have demonstrated strong and consistent
performance through economic cycles, including during the COVID-19 pandemic. Their
resilience stems from their focus on low/non-discretionary spending, as well as lower exposure
to e-commerce disruption compared to discretionary or fashion retail. By permitting investment
in CBR properties, Investore can participate in this defensively positioned segment,
complementing its existing LFR strategy. We note that this reflects a broader convergence
trend in the Australasian market, where listed REITs are moving towards more flexible,
diversified retail mandates. As discussed in Section 3.0, peers such as Region Group, Charter
Hall Retail, and HomeCo Daily Needs have repositioned to prioritise CBR assets and have
generated solid performance as a result. The proposed mandate expansion would align
Investore with its Australian peers.
 Increased Acquisition Opportunity Set: Investore’s current LFR-focused mandate narrows
the pool of potential acquisitions. Expanding into CBR would significantly broaden the range of
qualifying assets, enabling the Company to pursue opportunities that may not strictly meet the
current LFR definition. This increased flexibility improves Investore’s ability to respond to
market conditions and capital deployment opportunities.
 Diversification and Risk Management: Including multi-tenant CBR assets in the portfolio
would reduce tenant concentration risk and enhance income diversification (noting that
Woolworths, while declining as a proportion, still represented approximately 62% of Investore’s
gross rental income in FY25). Furthermore, the combination of LFR and CBR provides
complementary benefits: LFR assets typically deliver long leases and low management
intensity, while CBR assets provide slightly higher yields, more frequent lease resets, and
broader tenant diversity. For example, specialty tenant leases within CBR assets can have
higher annual rental growth (3-4% fixed or CPI-linked increases) and offer the ability to reset
rents more frequently, whereas a 15-year LFR lease might be flat or have lower growth for
long periods. Thus, adding CBR could increase Investore’s organic rental growth rate over
time. Meanwhile, the long lease terms of major LFR tenants continue to provide stable income.
This blended approach mirrors the successful strategies of Australasian peers, which combine
long-WALT LFR with CBR assets.
 Strategic Consistency: Although the mandate expansion marks a formal change, in
substance it is consistent with Investore’s core strategy: to invest in retail properties that
provide stable, long-term income from strong tenants, particularly focusing on non-
discretionary retail. Typical CBR assets fit this description: they are anchored by the same
types of LFR tenants (supermarkets and other large format stores) that Investore already
holds, and the supporting tenants are largely service and convenience retailers which
complement the anchors. Moreover, the managerial skill set required (understanding retail
tenant requirements, leasing, property operations) is well within SIML’s capabilities. In short,
the expansion is a natural extension rather than a departure from what shareholders have
invested in.
In addition, as shown in Figure 10 below, while LFR supermarkets and hardware stores have
historically exhibited lower volatility, the “Other Retail” category – which includes CBR – has delivered
stronger cumulative sales growth over the long term.

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Management Agreement Amendments
Page | 37
Figure 10: New Zealand Retail Turnover ( 2015Q2 – 2025Q1)

Source: Stats NZ. LFR includes sales from: “Supermarket and grocery stores” and “ Hardware, building and garden supplies”
(categories that make up the majority of Investore’s portfolio). Other Retail includes sales from: “Department stores”, “Specialised
food retailing (excluding liquor)”, “Liquor retailing”, “Food and beverage services”, “Pharmaceutical and other store-based retailing”,
“Furniture, floor coverings, houseware and textile goods retailing”, “Recreational goods retailing”, “Clothing, footwear and personal
accessory retailing” and “Electrical and electronic goods retailing”. Seasonally adjusted data. Indexed to 100, deflated, as at
September 2010 quarter prices.

The post-COVID rebound and sustained outperformance of “Other Retail” suggests that a blended
strategy incorporating CBR may enhance Investore’s overall return profile. CBR assets also tend to be
less volatile than fashion or discretionary segments, given their anchor tenancy profile and focus on
essential services. As such, while the mandate expansion introduces some additional variation, it does
so with a view to growth and resilience. The inclusion of quality CBR properties is therefore not
expected to materially increase portfolio risk and may contribute to improved risk-adjusted returns.
In our view, the proposed expansion of Investore’s investment mandate is a fair extension of its LFR
strategy. It enhances strategic flexibility, unlocks access to a broader set of resilient retail assets, and
supports long-term value creation. The expansion is well aligned with sector trends and peer
positioning and does not introduce material risks or shift Investore into unrelated asset classes.
Accordingly, we view the proposed Management Agreement mandate changes as fair to Non-
associated Shareholders.
8.2. Amendment to Capital Management Provisions
In conjunction with the proposed investment mandate expansion, Investore intends to amend the
capital management provisions in the Management Agreement. Specifically, the existing clause
prescribing a fixed Loan-to-Value Ratio (LVR) limit of 50% (or such lower amount set by the Board and
Manager) is proposed to be removed. Under the revised agreement, the Loan-to-Value (LVR) and
Hedging Policies will be determined solely by the Board of Directors.
In our view, this change increases flexibility for the Company’s capital structure and brings Investore’s
governance settings into closer alignment with common practice among listed externally-managed
REITs in both New Zealand and Australia, where gearing parameters are typically set at the Board
level, not fixed within management agreements. We note that the Board remains accountable to
shareholders and subject to NZX continuous disclosure obligations, and therefore any material changes
to gearing policy would be expected to be disclosed appropriately.
The removal of fixed gearing constraints within the Management Agreement provides Investore with
greater responsiveness to market conditions and the ability to optimise its capital structure over time,
particularly as it expands into more diversified retail assets. However, this flexibility does not equate to
an open-ended increase in risk, given the Board’s oversight and the Company’s historic track record of
financial leverage.
60
70
80
90
100
110
120
130
140
150
160
2015Q2
2016Q12016Q42017Q32018Q22019Q12019Q42020Q32021Q22022Q1
2022Q42023Q32024Q22025Q1
LFR (Supermarkets & Hardware)Other Retail
10Y-CAGR: 3.2%

10Y-CAGR: 1.3%

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Management Agreement Amendments
Page | 38
Accordingly, we consider the proposed changes to capital management provisions to be reasonable for
Non-associated Shareholders.
8.3. Amendment to Management Fee Provisions
The third main proposed amendment to the existing Management Agreement is to the Building
Management Fee and the introduction of fees for Additional Services.
The Building Management Fee is a flat fee of $10,000 per year, in respect of each property held by
Investore, to cover property management activities such as coordinating maintenance and tenant
liaison.
We note that this fee structure was set at IPO (in 2016) when Investore’s portfolio was mostly single-
tenant Countdown/Woolworths supermarkets (i.e. low-intensity management assets). Over time, as
Investore acquired multi-tenant properties (like Bay Central and Mt Wellington shopping centres in
2019, and Carr Road shopping centre in 2021), the $10,000 per property fee has become misaligned
with both the actual management effort required and prevailing market practice.
In contrast, externally managed REITs in New Zealand and Australia typically charge between 1% and
3% of gross rent, recoverable via tenant outgoings. As shown in Figure 11, Investore’s implied fee of
~0.6% across Investore’s entire portfolio is therefore well below market benchmarks, and the proposed
amendment seeks to bring the fee structure more in line with these standards.
Figure 11: Building/Property Management Fee charged by externally-managed REITS in Australasia (as a %
of gross rent)

Source: Latest Annual Reports Reports of each company. Investore’s % based on $446k building management fee expense over
$76.1m gross rental income in FY25.

We have also compared Investore’s combined asset management and building management fees (as a
percentage of total assets) to those of comparable externally managed REITs. As shown in Figure 12
below, Investore’s total asset and building management cost remains below the typical range observed
across its peers and other externally managed LPVs.

3.0%
2.0%
1.6%
1.3%
0.6%
HomeCoDexus
Convenience
Retail
Vital
Healthcare
Asset PlusInvestoreBWP TrustCharter Hall
Retail
NA (costs recovered via
tenants outgoings)
Average: 1.7%

Investore Property Limited – Independent Appraisal Report
Assessment of the Proposed Management Agreement Amendments
Page | 39
Figure 12: Aggregated Asset and Property Management Fees of Externally Managed LPVs (% of Total
Assets)

Source: Latest Annual Reports of each company. Ratios calculated based on (Asset Management Fee + Performance Fee +
Building/Property Management Fee) / Average of Assets Held in the last two Financial Years.

Importantly, the proposed increase in the Building M anagement Fee is expected to be offset
predominantly by tenant recoveries via outgoings, where provided for under lease agreements. Under
the proposed amendment, the Building Management Fee for Bay Central, Mt Wellington, and Carr
Road shopping centres would in fact be capped at the amounts recoverable from tenants. As a result,
the net cost to Investore is expected to be minimal at approximately $89k (plus an additional
approximate $134k cost if the Silverdale Centre Acquisition is approved), while ensuring that the fee
structure more accurately reflects the Manager’s responsibilities and the greater complexity of the
evolving asset base.
In addition to the Building Management Fee amendment, the introduction of the Additional Services
provides flexibility for Investore to request management services not contemplated by the current
Management Agreement, with the scope and fees for such services to be agreed between the parties.
We note that this is consistent with other additional services and associated fees historically agreed
between Investore and the Manager, such as one-off or recurring fees relating to sustainability
compliance or capital management projects.
In summary, we consider the proposed amendment to management fee p rovisions to be fair to Non-
associated Shareholders. The change to the Building Management Fee aligns the fee structure with
market, supports enhanced property management for increasingly complex assets, and is expected to
have minimal impact on distributable earnings given the recoverability through tenant outgoings. Even
post-a mendment, Investore’s total management fee load will remain conservative relative to peers.

0.83%
0.75%
0.74%
0.67%
0.63%
0.59%
0.56%
HomeCoCharter Hall
Retail
Dexus
Convenience
Retail
Asset PlusVital
Healthcare
BWP TrustInvestore
Average: 0.68%

Investore Property Limited – Independent Appraisal Report
Appendix 1: Sources of Information Used in this Report Page | 40
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 annual and interim reports.
 Discussions with senior personnel of SIML.
 Documentation for the proposed Silverdale Centre Acquisition including the property valuation report from
JLL.
 Draft Convertible Loan Terms Sheet and Product Disclosure Statement.
 Investore’s proforma portfolio metric calculations pre and post the proposed Silverdale Centre Acquisition.
 Documentation regarding the proposed Management Agreement Amendments.
 Drafts of the Notice of Special Meeting.
 Various other documents that we considered necessary for the purposes of our analysis.

Investore Property Limited – Independent Appraisal Report
Appendix 2: Declarations, Qualifications and Consents Page | 41
Appendix 2. Declarations, Qualifications and Consents
Declarations
This report is dated 8 September 2025 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 Silverdale Centre
Acquisition and the Management Agreement Amendments. 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 (other than SPL) that are being asked to
consider the Silverdale Centre Acquisition and the Management Agreement Amendments, 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, Jonathan
Burke B.Com (Hons), BCM, and Pedro Monteiro B.Com, MBA. 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
Other than other independent roles with Investore, Northington Partners has not been previously engaged by
Investore or (to the best of our knowledge) by any other party to the Silverdale Centre Acquisition in relation to any
matter for the Silverdale Centre Acquisition 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 Silverdale Centre Acquisition.
The preparation of this independent report will be Northington Partners’ only involvement in relation to the
Silverdale Centre Acquisition. 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.

Investore Property Limited – Independent Appraisal Report
Appendix 2: Declarations, Qualifications and Consents Page | 42
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.

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.

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red meeting. Click 'JOIN MEETING NOW'.
If you
are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you
are outside New Zealand, simply select your
country from the drop down box instead of t
he
post code. Accept the Terms and Conditions and
click Continue.
If you are a guest:
Select Guest on the login screen . As a guest, you
will be prompted to complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.

Strategic Growth Initiatives Annual Shareholder Meeting 2025

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

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