Share Purchase Plan 9 October 2015

Transcription

1 Share Purchase Plan 9 October 2015 This is an important document. If you have any doubts as to what you should do, please consult your financial adviser.

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3 Stride Property Limited Share Purchase Plan 9 October 2015 Contents Important Information 4 Key Details 6 Questions and Answers 7 Terms and Conditions 11 Glossary 18 Directory 19 3

4 Stride Property Limited Share Purchase Plan 9 October 2015 Important Information General Information This document has been prepared by Stride Property Limited (Stride) in connection with an offer of new ordinary shares (the Offer). The Offer is made to Eligible Shareholders under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act This document is not a product disclosure statement or prospectus and does not contain all of the information which may be required in order to make an informed investment decision or about the Offer or Stride. Additional information available under continuous disclosure obligations Stride is subject to continuous disclosure obligations under the Listing Rules. Market releases by Stride, including its most recent financial statements, are available at under stock code STR. On 25 September, Stride changed its name from DNZ Property Fund Limited and its NZX ticker code from DNZ to STR. Offering restrictions No action has been taken to permit a public offering of the Shares in any jurisdiction outside New Zealand. The distribution of this document in a jurisdiction outside New Zealand may be restricted by law and persons who come into possession of it (including nominees, trustees or custodians) should seek advice on and observe any such restrictions. No person may subscribe for, purchase, offer, sell, distribute or deliver the Shares, or be in possession of, or distribute to any other person, any offering material or any documents in connection with the Shares, in any jurisdiction other than in compliance with all applicable laws and regulations. Without limiting the foregoing, this document may not be sent into or distributed in the United States. 4

5 Stride Property Limited Share Purchase Plan 9 October 2015 No Guarantee No person named in this document (nor any other person) guarantees the Shares to be issued pursuant to the Offer or warrants the future performance Stride or any return on any investment made pursuant to this document. Decision to participate in the Offer The information in this document does not constitute a recommendation to acquire Shares or financial product advice. This document has been prepared without taking into account the investment objectives, financial, or taxation situation or particular needs of any Eligible Shareholder. Enquiries Enquiries about the Offer can be directed to an NZX Primary Market Participant, or your solicitor, accountant or other professional adviser. If you have any questions about the number of Shares shown on the Application Form that accompanies this document, or how to complete the Application Form, please contact the Share Registrar as set out in the Directory. Times All references to time in this document are to New Zealand time. Defined terms Capitalised terms used in this Share Purchase Plan (SPP) document have the specific meaning given to them in the Glossary at the back of this document or in the relevant section of this document. 5

6 Stride Property Limited Share Purchase Plan 9 October 2015 Key Details Equal participation Application amount Offer price When to apply How to apply Each Eligible Shareholder has the right to apply for the same dollar amount of Shares. You can apply for up to $15,000 of Shares. Shares are priced at the lower of: a. $1.94 per Share (being the price paid by investors in the Placement); and b. the average end of day market price of the Shares over the five business day period prior to the Closing Date Applications must be received by 5.00pm on the Closing Date (28 October 2015, unless extended). Complete and return your personalised Application Form accompanying this document together with payment, in accordance with the instructions. Receiving your Shares You will receive your Shares on the Allotment Date (4 November 2015, unless extended). Key Dates* Date Event 2 October 2015 Record Date The date on which Eligible Shareholders are determined. 9 October 2015 Opening Date Share Purchase Plan documents mailed to Eligible Shareholders. Share Purchase Plan opens. 28 October 2015 Closing Date Share Purchase Plan closes. Application Forms must be received by 5.00pm. 29 October 2015 Pricing confirmed Issue Price announced to the market via NZX. 4 November 2015 Allotment Date Shares allotted. 9 November 2015 Despatch Date Transaction confirmation despatched to participating shareholders. * Subject to the Listing Rules. Stride reserves the right to alter the key dates. 6

7 Stride Property Limited Share Purchase Plan 9 October 2015 Questions and Answers These Questions and Answers are a summary only and you should refer to the attached Terms and Conditions for further information. 1. What is the Share Purchase Plan (SPP)? The SPP allows Eligible Shareholders to purchase additional Shares without incurring brokerage or other transaction costs. All Shares issued under the SPP will be of the same class as, and rank equally with, all Shares currently on issue. It is a term of the SPP that Stride will take any necessary steps to ensure that the Shares are immediately after issue, quoted on the NZX Main Board. You are eligible to participate in the SPP if you are a shareholder of Stride and: a. you were registered as a holder of fully paid Shares at 5.00pm on the Record Date, which was 2 October 2015; b. your registered address is in New Zealand; and c. you are not a U.S. Person or acting on behalf of a U.S. Person. 2. What is the price of the Shares and how many can I purchase? The Issue Price is the lower of: a. $1.94 per Share (being the price paid by investors in the Placement); and b. the average end of day market price of the Shares over the five business day period prior to the Closing Date. The Issue Price will be fixed as at 5.00pm on 28 October 2015 and announced through NZX. Eligible Shareholders may elect to purchase parcels of Shares of any amount in multiples of $1,000 up to $15,000. You should send in a cheque or make payment by way of electronic funds transfer to Stride, in each case, in New Zealand dollars for the value of the parcel selected. Stride reserves the right to, at its absolute discretion, scale any application for Shares under the SPP. Any such scaling is expected to be undertaken where possible, by applying the same percentage reduction to each applicant as is required so that no more than $15,000,000 of Shares are issued under the SPP (see clause 9 of the Terms and Conditions). 7

8 Stride Property Limited Share Purchase Plan 9 October 2015 All Shares issued under the SPP will be ordinary Shares of Stride. Shareholders who subscribe under the SPP will be eligible to participate in any future dividends to be declared by Stride. 3. Are there any conditions to the SPP? While Stride s capital raising (the Placement and SPP) is intended to partially fund the acquisition referred to in the Chairman s Letter (the Acquisition), the SPP may proceed even in the unlikely event that the Acquisition does not proceed. Stride reserves the right to terminate the SPP at any time prior to the Allotment Date. If the SPP is cancelled for any reason, all application monies will be returned to applicants and no Shares will be allotted under the SPP. No interest will be payable on any monies returned to applicants. 4. What if I own Shares through a trustee or custodian or own Shares in more than one capacity? If you own Shares through a trustee or custodian, then subject to certain certification requirements and other conditions, you may instruct the trustee or custodian to purchase Shares on your behalf, up to the $15,000 limit. If you own Shares through a trustee or custodian and also own Shares in your own name, then you may either purchase Shares yourself or instruct your trustee or custodian to purchase Shares on your behalf. You may not do both. If you receive more than one copy of this SPP document, or if you hold Shares in more than one capacity (for example, because you are both a sole and joint holder of Shares), you may only purchase Shares under one of the offer documents. You may not purchase some Shares on your own behalf and some Shares as a joint holder. 5. Do I have to participate? No. Participation is entirely voluntary. If you choose not to participate in the SPP, your shareholding in Stride may be diluted. 6. Is this offer transferable to another person? No. This offer is personal to you and you may not transfer your right to purchase Shares under the SPP to anyone else. 7. What are the risks to investing in the SPP? The market price of Shares may rise or fall between the date of this offer and the date when Shares are allotted to you. As the Issue Price has yet to be fixed, changes to the market price of Shares may affect the price to be paid for the Shares to be issued under the SPP. The price paid under the SPP may be higher or lower than the price at which Shares are trading on the NZX Main Board at the time the Shares are issued under the SPP. 8

9 Stride Property Limited Share Purchase Plan 9 October 2015 There is no certainty that Shares will trade at or above the Issue Price following the issue of Shares under the SPP. Therefore, you should seek your own financial advice in relation to this offer and your participation under the SPP. Further information about Stride, including the most recent financial statements of Stride, can be obtained from Stride s website: You may obtain, free of charge, the most recent annual report and financial statements of Stride by contacting Stride (for details please see the Directory on page 19), or you may download the documents from the Stride website: co.nz. You are also recommended to monitor Stride s market announcements through the NZX website: 8. What is the current Share price? The Share price is quoted on the NZX website: 9. How do I apply for Shares under the SPP? If you wish to participate in the SPP, follow the step-by-step instructions set out on the reverse of the enclosed personalised Application Form. Send your completed Application Form with your cheque made payable to Stride Property Limited to Stride s share registry, or make payment by electronic funds transfer, as set out in the instructions on the Application Form. If the exact amount of money is not tendered, Stride reserves the right not to accept all or part of your payment. In those circumstances, Stride will return your application and cheque or refund all or part of your payment without interest. If an application is rejected, all of the amounts paid will be refunded to the relevant applicant. If applications are scaled back, the applicant will receive the number of Shares in respect of which the application is accepted at the Issue Price and a refund of the balance of the relevant payment amount. All refunds will be made without interest. Refunds will be issued within five business days following the Allotment Date. You will not be able to withdraw or revoke your application once you have sent it in. 10. How long is the SPP open and when will I receive my Shares? The SPP opens on 9 October 2015 and is expected to close at 5.00pm on 28 October 2015, unless extended. If you want to participate you should ensure your Application Form and payment (by cheque or electronic funds transfer) is received by 5.00pm on 28 October Please allow adequate time for mail deliveries to be received and electronic funds transfers to be cleared into Stride s bank account by this time. Applications received after this time may not be accepted. 9

10 Stride Property Limited Share Purchase Plan 9 October 2015 You will receive Shares issued to you under the SPP on the Allotment Date, which is currently expected to be on or around 4 November Confirmation of the number of Shares issued to you under the SPP will be sent on the Despatch Date, currently expected to be on or around 9 November How many Shares will I receive? Subject to scaling, you will receive the number of Shares equal to the dollar amount of Shares you have applied for divided by the Issue Price and rounded up to the nearest Share. If Stride receives applications for Shares in excess of $15,000,000, it will scale back the number of Shares to be allotted under the SPP (see clause 9 of the terms and conditions). 12. Will the Shares be quoted? The Shares will be quoted on the NZX Main Board. The NZX Main Board is a licensed market operated by NZX, which is a licensed market operator regulated under the Financial Markets Conduct Act However, NZX accepts no responsibility for any statement in this SPP document. It is expected that you will be able to commence trading the Shares allotted to you under the SPP on the NZX Main Board on the Allotment Date. 13. Why is there a maximum application amount? The offer under the SPP needs to comply with the conditions imposed by Listing Rule 7.3.4(c), which caps the maximum application amount of each Eligible Shareholder at $15, What is Stride s dividend policy? Stride s dividend policy is to distribute to shareholders dividends which are broadly in line with its operating cash flows. The current policy is to distribute between 95% and 100% of Distributable Profit annually. Distributable Profit is a non-gaap (Generally Accepted Accounting Principles) financial measure adopted by Stride to assist Stride and investors in assessing Stride s profit available for distribution. It is defined as net profit/(loss) before income tax adjusted for non-recurring and/or non-cash items and current tax. 15. Further assistance If you have any further questions, please contact your broker, financial, investment or other professional advisor before making your investment decision. 10

11 Stride Property Limited Share Purchase Plan 9 October 2015 Terms and Conditions If you apply to participate in the SPP by completing and returning the Application Form, you are accepting the risk that the market price of Shares may change between the Opening Date, the date at which you send in an Application Form and the Allotment Date. This means that it is possible that up to or after the Allotment Date, you may be able to buy Shares at a lower price than the Issue Price. We encourage you to seek your own financial advice regarding your participation in the SPP. 1. Offer timetable Record Date Opening Date Closing Date Eligible Shareholders registered at 5.00pm on 2 October 2015 may participate in the SPP. The offer opens on 9 October This offer document is mailed to Eligible Shareholders on 9 October The offer closes at 5.00pm on 28 October 2015, unless extended. Application Forms must be received by this time. Application forms may, at Stride s option, not be processed or held to be valid if they have not been received by this time. Allotment Date The Shares are proposed to be allotted on or around 4 November Commencement of trading Despatch Date Stride expects the Shares will commence trading on the NZX Main Board on the Allotment Date. Stride expects that a transaction confirmation will be despatched to you on or around 9 November Stride has a discretion to change, at any time, any of the Closing Date, the Allotment Date and the Despatch Date (notwithstanding that the offer has opened, or Application Forms have been received) by lodging a revised timetable with NZX. 2. Eligible Shareholders 2.1 You may participate in the SPP if you are an Eligible Shareholder. An Eligible Shareholder is a person who, at 5.00pm on the Record Date, was recorded in Stride s share register as being a registered holder of Shares and having an address in New Zealand, unless that person holds Shares on behalf of another person who resides outside New Zealand. For the avoidance of doubt, no U.S. Person will be an Eligible Shareholder. 11

12 Stride Property Limited Share Purchase Plan 9 October Joint holders of Shares are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and the certification on the Application Form is taken to have been given by all of them. 2.3 If you are an Eligible Shareholder, your rights under this offer are personal to you and non-renounceable, so you may not transfer them. 3. Issue Price and Number of Shares 3.1 The Issue Price for Shares under the SPP is the lower of: a. $1.94 per Share (the price paid by investors in the Placement); and b. the average end of day market price of the Shares over the five business day period prior to the Closing Date. 3.2 Eligible Shareholders may elect to purchase parcels of Shares of any amount in multiples of $1,000 up to $15,000, by filling in the appropriate box on the Application Form. Applications that are not for an amount that is a multiple of $1,000 may not be accepted by Stride, or may be treated as an application for next lowest valid multiple of $1, Eligible Shareholders may only make a single application for Shares under the SPP. This applies to all Eligible Shareholders, including those who receive more than one offer under the SPP (for example, because they hold Shares in more than one capacity) and including whether the Eligible Shareholder is applying through a custodian or on his or her own behalf. Accordingly, if you own Shares through a trustee or custodian and also own Shares in your own name, then you may either purchase Shares yourself or instruct your trustee or custodian to purchase Shares on your behalf. You may not do both. 4. Custodians 4.1 Any Eligible Shareholder that: a. is a trustee corporation or a nominee company and holds Shares by reason only of acting for another person in the ordinary course of business of that trustee corporation or nominee company; or b. holds Shares by reason only of being a bare trustee of a trust to which the Shares are subject, is a custodian under the SPP. 4.2 Custodians may apply to purchase Shares for an amount of greater than $15,000 but only up to the total value of Shares applied for on behalf of each beneficial owner in New Zealand for which the custodian acts as a custodian. Custodians must confirm to Stride that they are holding Shares as a custodian for beneficial owners by providing the written certification to Stride described in clause 4.3 below. 12

13 Stride Property Limited Share Purchase Plan 9 October 2015 Each beneficial owner may only direct the custodian to apply on behalf of that beneficial owner for a single Share parcel described in clause 3.2. A separate Application Form must be completed for each beneficial owner. 4.3 If a custodian applies to purchase Shares on behalf of one or more beneficial owners, the custodian must certify to Stride in writing together with the application: a. that the custodian holds Shares directly or indirectly as a custodian for beneficial owners; b. the number of those beneficial owners; c. in respect of each of the beneficial owners, how many Shares the beneficial owner or the beneficial owner s agent has instructed the custodian to accept on behalf of that beneficial owner; d. that the custodian undertakes not to accept on behalf of any of those beneficial owners for which it acts directly or indirectly as a custodian, Shares the total Issue Price of which is more than $15,000; and e. that the beneficial owner on whose behalf the custodian is submitting an application is not making an application as an Eligible Shareholder for Shares under the SPP, and no other custodian is submitting an application under the SPP for that beneficial owner. 5. Completing the Application Form and paying for Shares 5.1 If you wish to participate in the SPP, you must complete the Application Form and provide a cheque or make an electronic funds transfer in accordance with the instructions on the Application Form. Payments must be drawn on a New Zealand bank account. 5.2 Eligible Shareholders should send in a cheque or make an electronic funds transfer for the value of the Share parcel selected. 5.3 To be valid, applications must be received by Computershare Investor Services Limited by 5.00pm on 28 October Applications received after that date will only be accepted at Stride s discretion. Application Forms should be sent, with the cheque (unless payment is being made by electronic funds transfer), to: Computershare Investor Services Limited Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622 or Computershare Investor Services Limited Private Bag 92119, Auckland

14 Stride Property Limited Share Purchase Plan 9 October Stride s discretion to accept or reject applications 6.1 Stride has discretion to accept or reject your application to purchase Shares under the SPP, including (without limitation) if: a. your Application Form is incorrectly completed or incomplete or otherwise determined by Stride to be invalid; b. your payment is dishonoured or has not been completed correctly; c. the cheque that you enclose with your Application Form or your electronic funds transfer is not denominated in New Zealand dollars for the exact amount of the Share parcel that you have selected on the Application Form; d. it appears that you are applying to buy more than $15,000 (in aggregate) of Shares (except if you are a custodian applying on behalf of more than one beneficial owner in accordance with clause 4.2); e. your Application Form is received after the Closing Date. While Stride has discretion to accept late Application Forms and payments, there is no assurance that it will do so. Late Application Forms and payments, if not processed, will be returned to you at your registered address within five business days of the Allotment Date or within five business days of the date of receipt in respect of any late Application Forms received after the Allotment Date. No interest will be paid on any application monies returned to you; f. Stride believes that you are not an Eligible Shareholder or custodian; or g. Stride considers that your application does not comply with these terms and conditions. 6.2 Stride reserves the right to scale back, at its absolute discretion, any application for Shares under the SPP. Stride reserves the right to terminate the SPP and reject all applications at any time prior to the Allotment Date. 6.3 If an application is rejected, all of the relevant amounts will be refunded to the applicant. If applications are scaled back, the applicant will receive the number of Shares in respect of which the application is accepted at the Issue Price and a refund of the balance of the relevant application monies. Refunds will not be paid for any difference arising solely due to rounding or where the aggregate amount of the refund payable to an applicant is less than $5.00. All refunds will be made without interest. 6.4 Refunds will be made in the manner you have elected any dividend payments be made. Any refunds will be issued within five business days following the Allotment Date. 14

15 Stride Property Limited Share Purchase Plan 9 October Significance of sending in an application 7.1 If you apply to participate in the SPP by completing and returning the Application Form: a. your application, on these terms and conditions, will be irrevocable and unconditional (i.e., it cannot be withdrawn); b. you certify to Stride that you are an Eligible Shareholder entitled to apply for Shares under these terms and conditions; c. you agree to be bound by the constitution of Stride; d. you acknowledge that the SPP is conditional and may not proceed; e. you certify that your acceptance of the SPP will not be, or cause, a breach of any law in any jurisdiction; f. you certify to Stride that you are not applying for Shares under the SPP with an application price in excess of $15,000 even though you may have received more than one offer under the SPP or received offers in more than one capacity under the SPP; g. you authorise Stride (and its officers or agents) to correct any error in, or omission from, your Application Form and to complete the Application Form by the insertion of any missing details; h. you acknowledge that Stride may at any time irrevocably determine that your Application Form is valid, in accordance with these terms and conditions, even if the Application Form is incomplete, contains errors or is otherwise defective; i. you accept the risk associated with any refund that may be despatched to you by cheque to your address set out in the Application Form; j. you agree to indemnify Stride for, and to pay to Stride within five business days of demand, any dishonour fees or other costs Stride may incur in presenting a cheque for payment which is dishonoured; k. you acknowledge that none of Stride, its advisers or agents has provided you with investment advice or financial product advice, and that none of them has an obligation to provide advice concerning your decision to apply for and purchase Shares under the SPP; l. you acknowledge the risk that the market price for the Shares may change between the Opening Date, the date you apply for Shares under the SPP and the Allotment Date. A change in market price during this period could result in the Issue Price of the Shares you receive under the SPP being higher or lower than the market price of the Shares at the time of allotment; m. you acknowledge that Stride is not liable for any exercise of its discretions referred to in these terms and conditions; and n. you irrevocably and unconditionally agree to these terms and conditions and agree not to do any act or thing which would be contrary to the spirit, intention or purpose of the SPP. 15

16 Stride Property Limited Share Purchase Plan 9 October If a custodian applies to purchase Shares under the SPP for a beneficial owner pursuant to clause 4.2, the certification referred to in clause 7.1(f) will be taken to be given by the beneficial owner on whose behalf the custodian is applying to purchase Shares. 8. Issue Price You agree to pay the Issue Price per Share up to a maximum amount you have selected on the Application Form. 9. Scaling 9.1 If Stride receives applications in excess of $15,000,000, it will scale back all applications on a proportionate basis, and the number of Shares you receive will be determined by dividing the dollar amount of the Shares you have applied for (as scaled back) by the Issue Price. If this produces a fractional number, the number of Shares you will be allotted will be rounded up to the nearest whole number of Shares. 9.2 If your application is scaled, your application monies will be greater than the value of the Shares you will be allotted. The difference will be refunded to you either by direct credit to your bank account (if those details are held by the Share Registrar) or by cheque mailed within five business days of the Allotment Date. No interest will be paid on any application monies returned to you. 10. The Shares 10.1 Shares issued under the SPP will rank equally with, and have the same voting rights, dividend rights and other entitlements as, existing fully paid Shares quoted on the NZX Main Board The Shares have been accepted for quotation on the NZX Main Board, a registered market operated by NZX (which is a licensed market operator regulated under the Financial Markets Conduct Act 2013), and it is expected that the Shares will be quoted upon completion of the allotment procedures. However, NZX accepts no responsibility for any statement in this offer document You cannot trade in any Shares issued to you pursuant to the SPP, either as principal or agent, until quotation on the NZX Main Board in accordance with the Listing Rules. Stride expects that the Shares will commence trading on the NZX Main Board on the Allotment Date. 16

17 Stride Property Limited Share Purchase Plan 9 October Amendments to the SPP and waiver of compliance 11.1 Notwithstanding any other term or condition of the SPP and/or the Application Form, Stride may, at its discretion: a. make non-material modifications to the SPP or such terms and conditions (in which case applications for Shares under the SPP will remain binding on the applicant notwithstanding such modification and irrespective of whether an Application Form was received by Computershare Investor Services Limited before or after such modification is made); and/or b. suspend or terminate the SPP at any time prior to the issue of Shares under the SPP. If the SPP is terminated, application monies will be refunded to applicants without interest within five business days of termination Stride reserves the right to waive compliance with any provision of these terms and conditions If Stride waives compliance with any provision of these terms and conditions, such waiver will apply to all Eligible Shareholders Stride will notify NZX of any waiver, amendment, variation, suspension, withdrawal or termination of the SPP. 12. Governing law These terms and conditions shall be governed by and construed in accordance with the laws of New Zealand. 13. Disputes If any dispute arises in connection with the SPP, Stride may settle it in any manner it thinks fit. It may do so generally or in relation to any particular Eligible Shareholder, application or Share. Stride s decision will be final and binding. 14. Inconsistency Unless otherwise determined by the directors of Stride, in the event of any inconsistency between the terms and conditions of the SPP and: a. the Questions and Answers, the terms and conditions take precedence; b. Stride s constitution, Stride s constitution shall prevail. 17

18 Stride Property Limited Share Purchase Plan 9 October 2015 Glossary Acquisition The proposed acquisition by Stride of a portfolio of properties from Antipodean Supermarkets Limited and Antipodean Properties Limited. Allotment Date On or around 4 November 2015, unless extended. Application Form The personalised application form relating to the SPP that you received with this SPP, including the instructions on the reverse of the form. Closing Date 28 October 2015, unless extended. Despatch Date On or around 9 November 2015, unless extended. Eligible Shareholder A person who, at 5.00pm on the Record Date, was recorded in Stride s share register as being a registered holder of Shares and having an address in New Zealand, unless that person holds Shares on behalf of another person who resides outside New Zealand. For the avoidance of doubt, no U.S. Person will be an Eligible Shareholder. Issue Price The price at which the Shares will be issued pursuant to the SPP. Listing Rules The NZX Main Board Listing Rules. NZX NZX Limited. NZX Main Board The main board equity security market operated by NZX. Opening Date 9 October Placement The placement of Shares in Stride announced on 23 September 2015 at a price of $1.94 per Share, under which 59,400,000 Shares are to be issued on 7 October Record Date 2 October Shares Ordinary shares of Stride. SPP The Share Purchase Plan detailed in these terms & conditions. Stride Stride Property Limited, a company listed on the NZX Main Board. U.S. Person Has the meaning given to it in Regulation S of the U.S. Securities Act of

19 Stride Property Limited Share Purchase Plan 9 October 2015 Directory Registered Office Level 12, 34 Shortland Street Auckland 1010 PO Box 6320, Wellesley Street Auckland 1141, New Zealand P W strideproperty.co.nz Share Registrar Computershare Investor Services Limited Level 2, 159 Hurstmere Road Takapuna, Auckland 0622 Private Bag 92119, Auckland 1142 New Zealand P E corporateactions@computershare.co.nz Legal Advisers Bell Gully Level 21, Vero Centre 48 Shortland Street PO Box 4199 Auckland 1140 Level 21, ANZ Centre 171 Featherston Street PO Box 1291 Wellington 6011, New Zealand 19

20 Stride Property Limited Level Shortland Street Auckland 1010 PO Box 6320 Wellesley Street Auckland 1141, New Zealand P F W strideproperty.co.nz

21 Share Purchase Plan (SPP) Application Form THIS DOCUMENT IS IMPORTANT. If you do not understand it, or have any questions, you should consult your financial adviser. Please see instructions on the reverse on how to complete this form and where to send it. CSN/Holder No: Shareholding as at 2 October 2015: Application for Shares and Payment You may apply for one parcel of Stride Property Limited (Stride) ordinary shares (Shares) up to a maximum application amount of $15,000, in multiples of $1,000 (on and in accordance with the Terms and Conditions of the SPP). Please indicate the value of the Shares you are applying for below, and pay by cheque or electronic funds transfer as instructed below. Value of Shares applied for: $, Custodian If you are a custodian acting on behalf of a beneficial owner you must complete this application form with supporting schedule. Please state the full Name and New Zealand address of all beneficial owner(s) for whom you act in submitting this form. 1. Certification By accepting this offer and applying for Shares, you are providing the certification set out on the reverse side of this form, under the heading Certification. Read that section carefully. 2. Payment Please indicate by placing a tick ( funds transfer. ) in one of the boxes below whether you wish to make payment by cheque or electronic Cheque Electronic funds transfer Cheques must not be post-dated. Payments by electronic funds transfer should be made to Computershare Investor Services Limited Stride Offer, account number and must include the reference particulars shown below and the date of payment. Deposit reference (CSN/Holder number) Particulars Date of payment If you do not include this information your payment may not be able to be matched to your application for Shares. In addition, please print and attach to this application form the payment confirmation page displayed after you have made your electronic payment. Applicants must still complete this form and return it after payment has been made and before this offer closes at 5.00pm on 28 October Contact Details Please provide your contact details below. Contact name Daytime telephone number This offer closes at 5.00pm on 28 October Applications and payment must be received by Computershare Investor Services Limited before this time. ATTACH CHEQUE HERE (DO NOT POST DATE) OR IF PAYING ELECTRONICALLY, ATTACH ELECTRONIC PAYMENT CONFIRMATION PAGE.

22 Instructions How to complete this application form: Read carefully the terms and conditions of the Stride Share Purchase Plan (SPP) and the information provided with this application form. If you do not understand the terms and conditions or if you have any doubts about what to do, please consult your financial adviser. 1. How To Apply Decide the value of Shares you wish to apply to purchase. Fill in the box with the value of the Shares you wish to apply for. Do not apply for an amount other than a multiple of $1,000. Do not apply for more than $15,000 worth of Shares. Make one application only, whether personally or through a custodian. You must pay in New Zealand dollars. If paying by cheque, make your cheque payable to Stride Property Limited. The date of the cheque should be the date you fill it in. Do not post-date the cheque. Cross the cheque Not Transferable. Do not forget to sign the cheque. If paying by electronic funds transfer, make your payment into the bank account set out on the front of this application form and make sure you include your CSN/Holder Number printed on the front of this application form in the reference field. Do not forget to attach the payment confirmation page displayed after you have made your electronic payment. The cheque or electronic funds transfer must be for the same amount as the box you have completed on the front of this application form in the value of shares applied for box. If Stride receives applications in excess of $15 million, it may scale acceptances which may result in you receiving a refund as described in the SPP. 2. Certification I/We irrevocably apply for the Shares indicated in this form (or such lesser number of Shares as may be allocated to me/us) on the terms and conditions set out in this form and the terms and conditions of the SPP, and agree that: By applying for Shares, I/we acknowledge that this form was distributed with the SPP information containing the terms and conditions of the SPP dated 9 October 2015 and confirm that I/we have read this form and the SPP information in their entirety. If l am/we are not a custodian, I/we certify that: my registered address is in New Zealand and I am not a U.S. person or acting on behalf of a U.S. person (within the meaning of the U.S. Securities Act of 1933); this is the only application for Shares under the SPP submitted by me/us; and no application for Shares under the SPP is being submitted by a custodian on my/our behalf. If l am/we are completing this form as a custodian, I/we certify that: I/we hold Shares directly or indirectly as a custodian for beneficial owners; the number of beneficial owners for which l am/we are holding those Shares as custodian is set out on the front of this form; the beneficial owner on whose behalf l am/we are submitting this form is named on the front of this form and is resident in New Zealand, and that beneficial owner (or the beneficial owner s agent) has instructed me/us to apply for, and accept, under the SPP the number of Shares set out on the front of this form; I/we undertake not to accept on behalf of any of those beneficial owners for whom I/we act directly or indirectly as custodian in any Shares the total issue price of which is more than $15,000; and the beneficial owner on whose behalf l am/we are submitting this form is not making an application as an Eligible Shareholder for Shares under the SPP, and no other custodian is submitting an application under the SPP for that beneficial owner. 3. Contact Details Fill in your daytime telephone number and contact name, as we may need to contact you, for example, if you have not filled in this application form correctly. Lodgement Instructions Post, hand deliver or courier this application form and your cheque (or make electronic funds transfer to Computershare Investor Services Limited) so that it is received before 5.00pm on 28 October If you are posting, you should allow sufficient time for delivery by the postal service. Application forms and payments received after the closing date may not be processed regardless of when they are postmarked. We have included a reply paid envelope for your convenience. You may also: Use a standard envelope to the following postal address: Computershare Investor Services Limited Private Bag Auckland 1142 Or Deliver personally to the following address: Computershare Investor Services Limited Level 2, 159 Hurstmere Road Takapuna, Auckland 0622 If you have any questions in relation to the completion of this form then please contact: Computershare Investor Services Limited on (09) or corporateactions@computershare.co.nz.