ABACUS GROUP — AGM Information 2015

Oct 7, 2015

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Abacus Group Holdings Limited ACN 080 604 619 Abacus Group Projects Limited ACN 104 066 104 Abacus Funds Management Limited ACN 007 415 590 Abacus Property Services Pty Limited ACN 050 739 001 Abacus Storage Funds Management Limited ACN 109 324 834 Abacus Storage Operations Limited ACN 112 457 075

3 October 2015

Dear Investor

I take pleasure in inviting you to the annual general meeting of Abacus Property Group to be held on Friday, 13 November 2015 at 10.00am (AEDT) at:

The Hobart Room Sofitel Sydney Wentworth 61-101 Phillip Street Sydney NSW 2000

The formal notice of meeting is enclosed. If you are unable to attend the meeting, I encourage you to complete the proxy form which is also enclosed and return it in the envelope provided or vote online by Wednesday, 11 November 2015. If you will attend the meeting, please bring your proxy form with you to assist with registration.

I hope to see you at the annual general meeting.

Yours faithfully

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John Thame Chairman

Level 34 Australia Square, 264-278 George Street, Sydney NSW 2000 T +61 2 9253 8600 F +61 2 9253 8616 www.abacusproperty.com.au

NOTICE OF MEETINGS

THE ANNUAL GENERAL MEETINGS OF SECURITYHOLDERS OF ABACUS GROUP HOLDINGS LIMITED, ABACUS GROUP PROJECTS LIMITED AND ABACUS STORAGE OPERATIONS LIMITED (THE COMPANIES) WILL BE HELD IN CONJUNCTION WITH MEETINGS OF SECURITYHOLDERS OF ABACUS TRUST, ABACUS INCOME TRUST AND ABACUS STORAGE PROPERTY TRUST (THE TRUSTS).

TIME

10.00am (Sydney time)

DATE

Friday, 13 November 2015

VENUE

The Hobart Room Sydney Sofitel Wentworth 61-101 Phillip Street Sydney, NSW, 2000

ABACUS GROUP HOLDINGS LIMITED ACN 080 604 619

ABACUS GROUP PROJECTS LIMITED ACN 104 066 104

ABACUS STORAGE OPERATIONS LIMITED ACN 112 457 075

ABACUS TRUST

ARSN 096 572 128

ABACUS INCOME TRUST ARSN 104 934 287

(RESPONSIBLE ENTITY: ABACUS FUNDS MANAGEMENT LIMITED ACN 007 415 590)

ABACUS STORAGE PROPERTY TRUST ARSN 111 629 559

(RESPONSIBLE ENTITY: ABACUS STORAGE FUNDS MANAGEMENT LIMITED ACN 109 324 834)

(together Abacus Property Group or ABP)

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NOTICE OF MEETINGS 2015 CONTINUED

ITEMS OF BUSINESS

1. Annual Financial Report

To receive and consider the annual financial report, directors’ report and auditor’s report of Abacus Property Group and its controlled entities for the year ended 30 June 2015.

2. Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of each Company:

To adopt the Remuneration Report for the year ended 30 June 2015.

Please note that the vote on this resolution is advisory only and does not bind the directors or Abacus Property Group.

A voting exclusion statement applies to this item of business, as set out in the Explanatory Notes.

3. Election of directors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of each Company:

3.1 To re-elect Mr William Bartlett as a director of Abacus Group Holdings Limited, Abacus Group Projects Limited and Abacus Storage Operations Limited.

3.2 To elect Mr Peter Spira as a director of Abacus Group Holdings Limited, Abacus Group Projects Limited and Abacus Storage Operations Limited.

4. Grant of security acquisition rights to the Managing Director

To consider and, if thought fit, to pass the following as an ordinary resolution of each Company and each Trust:

That approval be given for the Company to grant 233,176 deferred security acquisition rights (SARs) to the Managing Director, Dr Frank Wolf OAM, on the terms set out in the Explanatory Notes accompanying this Notice of Meetings.

Please note that, as securities allocated under the Security Acquisition Rights Plan will be purchased on market, Abacus Property Group is not required to seek this approval for the purposes of the ASX Listing Rules. However, Securityholder approval is being sought in the interests of transparency, securityholder engagement and good governance.

A voting exclusion statement applies to this item of business, as set out in the Explanatory Notes.

BY ORDER OF THE BOARDS

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Ellis Varejes Secretary Date: 3 October 2015

2 Notice of Meetings 2015

NOTICE OF MEETINGS 2015 CONTINUED

EXPLANATORY NOTES AND MATERIALS

Securityholders are referred to the explanatory memorandum that accompanies and forms part of this notice of meetings.

VOTING EXCLUSION STATEMENTS

For all resolutions that are directly or indirectly related to the remuneration of a member of the key management personnel (KMP) of Abacus Property Group (being Resolutions 2 and 4), the Corporations Act 2001(Cth) (Corporations Act) restricts KMPs and their closely related parties from voting in some circumstances. ‘Closely related party’ is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a relevant KMP.

Resolution 2 – Remuneration Report:

Abacus Property Group will disregard any votes cast (in any capacity) on Resolution 2 by or on behalf of a KMP named in the Group’s Remuneration Report or that KMP’s closely related party, or as a proxy by any KMP at the date of the Meetings or that KMP’s closely related party, unless the vote is cast:

– as proxy for a person entitled to vote in accordance with a direction on the proxy form; or

– by the Chairman of the Meetings as proxy for a person who is entitled to vote in accordance with an express authorisation in the proxy form to vote as the proxy decides.

Resolution 4 – Grant of deferred incentive securities to the Managing Director

Abacus Property Group will disregard any votes cast on Resolution 4 by the Managing Director (being the only director of Abacus Property Group who is eligible to participate in the employee incentive scheme in respect of which approval is sought) or any of his associates, or as a proxy by a KMP at the date of the Meetings or a KMP’s closely related party, unless the vote is cast:

– as proxy for a person entitled to vote in accordance with a direction on the proxy form; or

• by the Chairman of the Meetings as proxy for a person who is entitled to vote in accordance with an express authorisation in the proxy form to vote as the proxy decides.

PROXIES AND CORPORATE REPRESENTATIVES

If you are unable to attend the meetings, you are encouraged to appoint a proxy to attend and vote on your behalf.

A securityholder entitled to attend and vote at the meetings is entitled to appoint a proxy. A securityholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or the number of votes each proxy is appointed to exercise. A proxy need not be a securityholder of the Abacus Property Group. Abacus Property Group must receive proxies at least 48 hours before the meetings (that is, before 10am (Sydney time) on Wednesday 11 November 2015) . A proxy form is provided with this notice.

You can direct your proxy how to vote by following the instructions on the proxy form. Securityholders are encouraged to direct their proxy how to vote on each item of business.

Any directed proxies that are not voted on a poll at the meetings by a Securityholder’s appointed proxy will automatically default to the Chairman of the Meetings, who is required to vote proxies as directed on a poll.

The KMP of Abacus Property Group (which includes all directors) will not be able to vote your proxy on remuneration related resolutions (being Resolutions 2 and 4) unless you direct them how to vote, or the Chairman of the Meetings is your proxy.

If you intend to appoint the Chairman of the Meetings as your proxy (or if he becomes your proxy by default), you can direct him how to vote by marking one of the voting boxes for the relevant resolution on the proxy form (for example to vote ‘for’, ‘against’ or ‘abstain’ from voting). Alternatively, if the Chairman of the Meetings is or becomes your proxy and you do not mark any of the boxes opposite a resolution, the Chairman may vote as he sees fit. Please note that by submitting the proxy form without voting instructions, you will be giving the Chairman of the Meetings your express authority to vote your proxy as he decides on remuneration related resolutions, even though the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel of Abacus Property Group.

The Chairman of the Meetings intends to vote all available proxies in favour of each Resolution.

Completion of a proxy form will not prevent individual securityholders from attending the meetings in person if they wish. Where a securityholder completes and lodges a valid proxy form and then the securityholder attends the meetings in person, if the member votes on a resolution, their proxy is not entitled to vote, and must not vote, on that resolution.

If a securityholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act; or

– provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

Notice of Meetings 2015 3

NOTICE OF MEETINGS 2015 CONTINUED

Corporate securityholders should comply with the execution requirements set out on the proxy form or otherwise comply with the provisions of section 127 of the Corporations Act.

The corporate representative certificate (or a photocopy of it or a facsimile of it) must be lodged by one of the below methods by 4.00pm (Sydney time) on the day before the meeting.

Proxies and corporate appointment of representative forms must be lodged before 10am (Sydney time) on Wednesday 11 November 2015 using the reply paid envelope or:

BY ONLINE VOTING: www.votingonline.com.au/abacusagm2015

BY MAIL: Registry – Boardroom Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX: + 61 2 9290 9655

BY HAND: Level 12, 225 George Street, Sydney NSW 2000 Australia

VOTING ENTITLEMENTS

In accordance with Corporations Regulations 7.11.37, the directors have determined that the securityholding of each securityholder for the purposes of ascertaining the voting entitlements for the meetings will be as it appears in the Abacus Property Group Security Register at 7.00 pm (Sydney time) on Wednesday, 11 November 2015. Accordingly, security transfers registered after that time will be disregarded in determining entitlement to attend and vote at the meetings.

EXPLANATORY MEMORANDUM

Item 1: Receive and consider the Annual Financial Report and other reports

As required by section 317 of the Corporations Act, the Annual Financial Report and other reports for the financial year ended 30 June 2015 will be laid before the meetings.

Securityholders will have a reasonable opportunity as a whole to raise questions on the reports and on the performance of Abacus Property Group generally, and may ask questions of the Group’s external auditor that are relevant to:

1. the conduct of the audit;

2. the preparation and content of the auditor’s report;

3. the accounting policies adopted by the Group in relation to the preparation of its financial statements; and

4. the independence of the auditor in relation to the conduct of the audit.

Questions directed to the auditor may be submitted in writing to Company Secretary, Abacus Property Group, Level 34 Australia Square, 264-278 George Street, Sydney NSW 2000, and must be received by no later than 7.00 pm on 6 November 2015. If written questions are received, the question list will be made available to securityholders attending the meetings. The auditor may answer the questions at the meetings or table written answers. If written answers are tabled, they will be made available to securityholders after the meetings.

There is no vote on this item of business.

4 Notice of Meetings 2015

NOTICE OF MEETINGS 2015 CONTINUED

Resolution 2: Adoption of Remuneration Report

The Remuneration Report forms part of the Directors’ Report set out in the 2015 Abacus Property Group Annual Report. The Remuneration Report includes:

– an explanation of the Group’s policy for determining the remuneration of directors and executives;

• a discussion of the relationship between the policy and the Group’s performance; and

– details of the performance conditions associated with the remuneration of the directors and executives.

Securityholders will have a reasonable opportunity as a whole to ask questions about, or make comments on, the Remuneration Report.

The vote on this resolution is advisory only and does not bind the directors or Abacus Property Group; however the directors will have regard to the outcome of the vote and any discussion when setting the remuneration policies of the Group in future years.

A voting exclusion statement applies to this resolution, as set out in the Notice of Meetings.

The directors recommend that securityholders vote in favour of this resolution.

The Chairman of the Meetings intends to vote all available proxies in favour of this resolution.

Resolution 3: Re-election of Directors

Resolution 3.1: Re-election of Mr William Bartlett

William (Bill) Bartlett retires by rotation in accordance with the constitutions of the Companies and, being eligible, offers himself for re-election.

Bill is an independent Non-Executive Director who joined the Board in 2007. He is a chartered accountant and has strong accounting, financial and corporate credentials. As a partner at Ernst & Young for 23 years, he held the roles of Chairman of Worldwide Insurance Practice, National Director of Australian Financial Services Practice and Chairman of the Client Service Board. Bill is a director of Suncorp Group Limited, GWA Limited, Reinsurance Group of America Inc and RGA Reinsurance Company of Australia Limited. He is Chairman of the Cerebral Palsy Foundation.

Bill is Chairman of the Remuneration and Nomination Committee and a member of the Due Diligence and Audit and Risk Committees.

Resolution 3.2: Election of Mr Peter Spira AM

Listing Rule 14.4 and the Companies’ constitutions require that at an AGM, a director who was appointed to fill a vacancy or as an addition to the Board since the last AGM, holds office until the conclusion of the next AGM but is eligible for election at that AGM. Mr Peter Spira was appointed to the Boards of the Companies as a director on 27 May 2015.

Peter is an independent Non-Executive Director. He has over 36 years’ experience in the Australian real estate sector with Meriton Group, Australia’s largest residential apartment developer. He was responsible for Meriton Group’s development projects while also leading the Meriton team in researching and developing new construction and remediation systems. Peter was a director of Meriton Group from 2005 until 2015. In 2006 he received the Order of Australia (AM) for services to the development industry. He is a director of Retire Australia.

Peter is a member of the Due Diligence Committee.

The directors (other than the director who is the subject of the relevant resolution) recommend that securityholders vote in favour of each of these resolutions.

The Chairman of the Meetings intends to vote all available proxies in favour of each of these resolutions.

Notice of Meetings 2015 5

NOTICE OF MEETINGS 2015 CONTINUED

Resolution 4: Grant of deferred variable remuneration to the Managing Director

Securityholder approval is being sought to allocate to the Managing Director (MD) of Abacus Property Group, Dr Frank Wolf OAM, deferred variable remuneration in the form of deferred security acquisition rights (SARs) under the Group’s Deferred Security Acquisition Rights Plan (Plan). The Plan has been designed to align the interests of executives with those of securityholders by providing for a significant portion of the remuneration of participating executives to be linked to the delivery of sustainable and growing underlying profit that covers the distribution level implicit in the ABP security price and incremental growth in capital value.

Subject to securityholder approval, the Boards have determined to grant a deferred variable remuneration award to the MD in respect of the financial year ending on 30 June 2016 of 233,176 SARs. The SARs will be granted on or about 30 November 2015, but in any event within 12 months of the meetings.

Why is securityholder approval being sought?

ASX Listing Rule 10.14 requires that securityholders approve awards of SARs issued to directors under an employee incentive plan, unless the terms of the plan require that the securities received on vesting of a SAR will be purchased on market. The intention of the requirement is to protect securityholders from dilution in the value of securities that may occur as a result of the operation of employee incentive plans. No such dilution occurs if securities are purchased on market.

All ABP securities required to satisfy the vesting of SARs awarded will be purchased on market and so there will be no dilution to securityholders’ interests. Although there is therefore no requirement to do so under the ASX Listing Rules, the Boards consider it good governance to seek approval from securityholders for awards made to the MD.

Background

Each year the Boards review and approve the remuneration of the MD. The MD’s remuneration is set in accordance with the Group’s Executive Remuneration Policy which supports the achievement of the Group’s overall objective of producing sustainable growth and consistency of yield and aligns the interests of executives with those of securityholders through the use of current and deferred incentives.

Consistent with the Executive Remuneration Policy, the MD’s remuneration package for the financial year ending 30 June 2016 will include:

(a) fixed remuneration (base salary, superannuation and non-monetary benefits)

(b) variable remuneration comprising:

– current variable remuneration; and

– deferred variable remuneration.

The deferred variable remuneration applicable to the 2015/2016 financial year was assessed following the end of the 2014/2015 financial year at the same time as the assessment was made of the MD’s current variable remuneration for the 2014/2015 financial year. The Boards have determined to grant to the MD a deferred variable remuneration award of $700,000 for the financial year ending 30 June 2016, to be satisfied, subject to securityholder approval, in the form of SARs granted in accordance with the Plan.

The Plan – deferred variable incentives

Overview: The Plan involves an annual grant of deferred variable incentives, in the form of SARs, to participants. Each SAR represents a right to receive one fully paid ABP security, subject to satisfaction of performance conditions and to continued employment with the Group. The Plan exposes executives to fluctuations in the ABP security price throughout the vesting period and directly rewards them for increasing ABP’s security price over that period.

The MD’s SARs will vest in four equal tranches of 58,294 SARs each, over a four year period from the first, second, third and fourth anniversaries of the conditional allocation date, being 8 September 2015.

The Boards may provide cash or other benefits with equivalent value on vesting but their current intention is to provide Abacus Property Group securities. The MD is entitled, before any tranche of SARs vests, to extend the vesting date for that tranche by 12 months. This right may be exercised at any time and from time to time in respect of any unvested tranches while the MD’s employment continues.

Quantum of award: For the financial year ending 30 June 2016, subject to securityholder approval, Dr Wolf will be granted 233,176 SARs. Additional ABP securities may be granted after each vesting date equivalent to the aggregate of the distributions per ABP security paid (or declared but unpaid) during the period from the conditional allocation date of the relevant tranche to the vesting date for that tranche.

6 Notice of Meetings 2015

NOTICE OF MEETINGS 2015 CONTINUED

Performance hurdle: The level of distributions on ABP securities is implicit in its security price. If distribution levels are not at least maintained in the period between allocation and vesting, the value of unvested SARs will effectively decline. The grant of SARs therefore creates an inherent incentive to grow distribution levels and, consequently, an alignment with the medium term interests of securityholders. In addition, vesting is subject to a threshold performance hurdle: unvested tranches will lapse if the distributions per ABP security over the applicable vesting period fall by more than a specified percentage against the sustainable annual distribution rate determined by the Boards in August 2015. For the purposes of these calculations, the Boards retain the discretion to exclude the impact of exceptional or abnormal items where appropriate.

Distributions: To achieve a closer alignment of the interests of securityholders, when a tranche of SARs vests, the MD will also be paid in respect of each SAR that vests an amount (a notional distribution) equivalent to the aggregate of the distributions per ABP security paid during the period from allocation date of the relevant tranche to the vesting date for the relevant tranche plus the amount of any distribution per security declared and unpaid as at the vesting date. It is intended the entitlement will be satisfied in ABP securities, but the Boards may, in their discretion, satisfy this entitlement in cash. The number of additional securities will be calculated by dividing the amount of the notional distribution by the VWAP of ABP securities over the first 10 trading days after the date the relevant tranche vests.

Termination of employment: The treatment of any unvested SARs at the time of termination depends upon the nature of the termination. If, for example, the MD is terminated for cause or for any other reason determined by the Boards not to be a ‘good leaver’ circumstance, any unvested SARs will lapse (unless the Boards determine otherwise). If the MD is a good leaver (eg the termination is due to death, disability, termination without cause, genuine retirement), the unvested SARs will remain on foot, subject to the original performance condition as though employment had not ceased and will vest on the original testing dates. However, the Boards retain the discretion to lapse all or any part of unvested SARs on cessation of employment.

Additional information: The early vesting of the SARs may be permitted by the Boards in other limited circumstances such as a change in control of Abacus Property Group, in which case the MD will be entitled to an amount determined by the Boards, having regard to the extent to which the performance hurdle has been achieved at the date of the change of control, the alignment between the interests of the then current securityholders and the MD during the change of control process and any other matter the Boards consider relevant.

No amount is payable by the MD upon the grant of these SARs or to acquire Abacus Property Group securities at vesting. No loan will be provided to the MD in relation to the deferred variable remuneration award.

Other than the MD, no director (or associate of a director) is currently entitled to participate in the Plan.

The directors (other than Dr Wolf) recommend that securityholders vote in favour of this resolution.

The Chairman of the Meetings intends to vote all available proxies in favour of this resolution.

Notice of Meetings 2015 7

www.abacusproperty.com.au

REGISTRY Boardroom Pty Limited – ABN 14 003 209 836 GPO Box 3993, Sydney NSW 2001 T 1300 139 440 F +61 2 9290 9655 E abacus@boardroomlimited.com.au

Abacus Group Holdings Limited ACN 080 604 619 Abacus Group Projects Limited ACN 104 066 104 Abacus Storage Operations Limited ACN 112 457 075 Abacus Storage Property Trust[#] ARSN 111 629 559 Abacus Trust ARSN 096 572 128 Abacus Income Trust ARSN 104 934 287

www.boardroomlimited.com.au

*Responsible Entity: Abacus Funds Management Limited ACN 007 415 590, AFSL 227 819 #Responsible Entity: Abacus Storage Funds Management Limited ACN 109 324 834, AFSL 277 357

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YOUR VOTE IS IMPORTANT For your vote to be effective it must be recorded before 10:00am (Sydney Time) on Wednesday, 11 November 2015.  TO VOTE ONLINE BY SMARTPHONE STEP 1: VISIT www.votingonline.com.au/abacusagm2015 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): PLEASE NOTE: For security reasons it is important you keep the above information confidential. Scan QR Code using smartphone QR Reader App TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY STEP 3 SIGN THE FORM Indicate who you want to appoint as your proxy. The form must be signed as follows: If you wish to appoint the Chairman of the Meetings as your proxy, mark the box. If you Individual: This form is to be signed by the securityholder. wish to appoint someone other than the Chairman of the Meetings as your proxy please Joint Holding : where the holding is in more than one name, all the securityholders must write the full name of that individual or body corporate. If you leave this section blank, or sign. your named proxy does not attend the meeting or does not vote on a poll in accordance Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with your directions, the Chairman of the Meetings will be your proxy. A proxy need not be with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this a securityholder of the companies. Do not write the name of the issuer company or the form when you return it. registered securityholder in the space. Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Proxy which is a Body Corporate Company Secretary, this form must be signed by that person. Please indicate the office Where a body corporate is appointed as your proxy, the representative of that body held by signing in the appropriate place. corporate attending the meetings must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can STEP 4 LODGEMENT be obtained from the Group’s securities registry This Proxy Form (and any Power of Attorney under which it is signed) must be received at Appointment of a Second Proxy an address given below not later than 48 hours before the commencement of the meetings You are entitled to appoint up to two proxies to attend the meetings and vote on a poll. If (i.e. no later than 10.00 (Sydney Time) on Wednesday, 11 November 2015). Any Proxy you wish to appoint a second proxy, an additional Proxy Form may be obtained by Form received after that time will not be valid for the scheduled meetings. Proxies may be telephoning the Group's securities registry or you may copy this form. lodged using the reply paid envelope or: To appoint a second proxy you must:  Online www.votingonline.com.au/abacusagm2015 (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting  By Fax + 61 2 9290 9655 rights or the number of securities applicable to that form. If the appointments do not  By Mail Boardroom Pty Limited specify the percentage or number of votes that each proxy may exercise, each proxy GPO Box 3993, may exercise half your votes. Fractions of votes will be disregarded. Sydney NSW 2001 Australia (b) return both forms together in the same envelope.  In Person Level 12, 225 George Street, STEP 2 VOTING DIRECTIONS TO YOUR PROXY Sydney NSW 2000 Australia To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you Attending the Meetings indicate only a portion of voting rights are to be voted on any item by inserting the If you wish to attend the meetings please bring this form with you to assist registration . percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses (subject to certain limitations set out below). The Chairman intends to vote all available undirected proxies in favour of each resolution. If you mark more than one box on an item your vote on that item will be invalid.

If you intend to appoint a member of the key management personnel or one of their closely related parties as your proxy, please ensure that you direct them how to vote on each of Resolutions 2 and 4 by marking the boxes opposite those resolutions.

Important Note on Resolutions 2 and 4 (remuneration-related resolutions)

If you have appointed the Chairman of the Meetings as your proxy (or the Chairman becomes your proxy by default), you can direct him how to vote by marking the boxes for Resolutions 2 and 4. If you do not mark any of the boxes opposite Resolutions 2 and 4, then, by submitting the proxy form, you are expressly authorising the Chairman of the Meetings to cast your vote as he sees fit even if it is connected directly or indirectly with the remuneration of a member of key management personnel.

Abacus Property Group

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Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities

using this form.

PROXY FORM STEP 1 APPOINT A PROXY I/We being a member/s of Abacus Group Holdings Limited, Abacus Group Projects Limited and Abacus Storage Operations Limited (the Companies) and Abacus Trust, Abacus Income Trust and Abacus Storage Property Trust (the Trusts) and entitled to attend and vote hereby appoint the Chairman of the Meetings (mark box) OR if you are NOT appointing the Chairman of the Meetings as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meetings, as my/our proxy at the Annual General Meetings of the Companies and General Meetings of unitholders of the Trusts to be held in the Hobart Room at the Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney, NSW 2000 on Friday, 13 November 2015 at 10.00am (Sydney Time) and at any adjournment or postponement of that meeting, to act on my/our behalf and to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by law, as the proxy sees fit. Chairman authorised to exercise undirected proxies on remuneration related matters (Resolutions 2 and 4): If I/we have appointed the Chairman of the Meetings as my/our proxy or the Chairman of the Meetings becomes my/our proxy by default, by submitting this proxy form, I/we expressly authorise the Chairman of the Meetings to exercise my/our proxy in respect of Resolutions 2 and 4 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meetings may exercise my/our proxy even though Resolutions 2 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel for Abacus Property Group. The Chairman of the Meetings intends to vote all available undirected proxies in favour of each resolution (including Resolutions 2 and 4). If you have appointed the Chairman of the Meetings as your proxy (or the Chairman of the Meetings becomes your proxy by default), and you wish to give the Chairman specific voting directions on Resolutions 2 and 4 , you should mark the appropriate box/es opposite those items in step 2 below (directing the Chairman to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If you do not mark the box/es, then, by submitting this proxy form, you are expressly authorising the Chairman of the Meetings to vote as he sees fit on each resolution, including Resolutions 2 and 4. STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.g the required majority if a poll is called. the required majority if a poll is called.quired majority if a poll is called.uired majority if a poll is called.jority if a poll is called.ority if a poll is called.y if a poll is called. if a poll is called.poll is called.oll is called. For Against Abstain Resolution 2 Adoption of Remuneration Report Resolution 3.1 To re-elect Mr William Bartlett Resolution 3.2 To elect Mr Peter Spira Resolution 4 Grant of security acquisition rights to the Managing Director under the Deferred Security Acquisition Rights Plan STEP 3 SIGNATURE OF SHAREHOLDERS* This form must be signed to enable your directions to be implemented. gned to enable your directions to be implemented. ned to enable your directions to be implemented. your directions to be implemented. our directions to be implemented. plemented. lemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3

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STEP 2 VOTING DIRECTIONS
If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not
be counted in calculating the required majority if a poll is called.g the required majority if a poll is called. the required majority if a poll is called.quired majority if a poll is called.uired majority if a poll is called.jority if a poll is called.ority if a poll is called.y if a poll is called. if a poll is called.poll is called.oll is called.
For Against Abstain
Resolution 2 Adoption of Remuneration Report
Resolution 3.1 To re-elect Mr William Bartlett
Resolution 3.2 To elect Mr Peter Spira
Resolution 4 Grant of security acquisition rights to the Managing Director under the Deferred Security Acquisition Rights Plan
STEP 3 SIGNATURE OF SHAREHOLDERS
This form must be signed to enable your directions to be implemented. gned to enable your directions to be implemented. ned to enable your directions to be implemented. your directions to be implemented. our directions to be implemented. plemented. lemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2015
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