ABACUS GROUP — Capital/Financing Update 2009

Feb 26, 2009

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27 February 2009

The Manager Company Notices Section ASX Limited SYDNEY NSW 2000

Dear Sir/Madam

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NOTICE UNDER SECTIONS 708AA(2)(F) AND 1012DAA(2)(F) OF THE CORPORATIONS ACT 2001

Abacus Property Group has today announced a renounceable rights issue ( Rights Issue ) of 1 fully paid Stapled Security ( Stapled Security ) for every Stapled Security held by securityholders with a registered address in Australia or New Zealand on 10 March 2009 at 6:00PM (AEDT) ( Eligible Securityholders ) at an issue price of A$0.25 per Stapled Security.

An offer document for the Rights Issue will be dispatched to Eligible Securityholders on 12 March 2009 ( Offer Document ).

Abacus Property Group ( Abacus ) comprises Abacus Group Holdings Limited (ACN 080 604 619) ( AGH ), Abacus Group Projects Limited (ACN 104 066 104) ( AGP ), Abacus Trust (ARSN 096 572 128) and Abacus Income Trust (ARSN 104 934 287). The responsible entity for Abacus Trust and Abacus Income Trust is Abacus Funds Management Limited (ACN 007 415 590) ( AFML ).

Stapled Securities of the Abacus Property Group comprise one share in each of AGH and AGP and one unit in each of Abacus Trust and Abacus Income Trust.

Notification under section 708AA(2)(f)

In accordance with sub-section 708AA(2)(f) of the Corporations Act 2001 ( Act ), AGH and AGP advise in relation to themselves that :

• 1 The Stapled Securities offered under the Rights Issue will be issued without disclosure under Part 6D.2 of the Act;

• 2 This notice is given by them under paragraph 2(f) of section 708AA of the Act;

• 3 As at the date of this notice, AGH and AGP have complied with:

• the provisions of Chapter 2M of the Act as they apply to them; and

• section 674 of the Act;

• 4 As at the date of this notice, there is no information that is “excluded information” within the meaning of sections 708AA(8) and 708AA(9) of the Act other than as described below;

• 5 The potential effect the Rights Issue will have on the control of AGH and AGP, and the consequences of that effect, are described below.

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Notification under section 1012DAA(2)(f)

In accordance with section 1012DAA(2)(f) of the Act, AFML, in its capacity as responsible entity for the Abacus Trust and Abacus Income Trust, advises that:

• 1 The Stapled Securities offered under the Rights Issue will be issued without a product disclosure statement for the Stapled Securities being prepared;

• 2 This notice is given by it under paragraph 2(f) of section 1012DAA of the Act;

• 3 As a disclosing entity, AMFL in its capacity as responsible entity of each of Abacus Trust and Abacus Income Trust, is subject to regular reporting and disclosure obligations;

• 4 As at the date of this notice, AFML has complied with:

• the provisions of Chapter 2M of the Act as they apply to each of Abacus Trust and Abacus Income Trust; and

• section 674 of the Act as it applies to each of Abacus Trust and Abacus Income Trust.

• 5 As at the date of this notice, there is no information that is “excluded information” within the meaning of sections 1012DAA(8) and 1012DAA(9) of the Act other than as described below; and

• 6 The potential effect the Rights Issue will have on the control of the Abacus Trust and Abacus Income Trust, and the consequences of that effect, are described below.

Control

The Rights Issue is fully underwritten by Macquarie Capital Advisers Limited and Tricom Equities Limited in equal proportions ( Underwriters ). The Underwriters have entered into sub-underwriting agreements with a number of sub-underwriters, including Calculator Australia Pty Limited, which has sub-underwritten approximately 60% of the Offer shortfall.

Calculator Australia Pty Limited, an entity associated with Kirsh Group (and, for the purposes of this notice, is treated as if it is part of Kirsh Group), holds 13.6% of the issued securities in Abacus as at the date of this notice. Kirsh Group has also committed to subscribe for its rights in the Offer.

Given the underwriting and sub-underwriting arrangements described above, the potential effect the Rights Issue may have on the control of Abacus, and the consequences of that effect, are as follows:

• If all Eligible Securityholders take up all of their entitlements under the Rights Issue, the Rights Issue will have no significant effect on the control of Abacus, as Kirsh Group’s holding in Abacus will remain at 13.6%.

• If not all Eligible Securityholders take up their full entitlement under the Rights Issue and the Kirsh Group is required to subscribe for its share of the shortfall, Kirsh Group’s holding in Abacus could increase as follows:

• If 50% of Securityholders subscribe for their entitlement, Kirsh Group’s holding will be approximately 26.7%

• If 25% of Securityholders subscribe for their entitlement, Kirsh Group’s holding will be approximately 33.2%

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• If no Securityholders subscribe for their entitlement, Kirsh Group’s holding will be approximately 39.7%

• Those securityholders that do not participate in the Rights Issue, either because they chose not to or because they are ineligible (eg they have a registered address outside Australia or New Zealand), will have their relative holding in Abacus diluted.

• On completion of the Rights Issue, the Kirsh Group is likely to remain the single largest securityholder in Abacus.

Abacus has reviewed all material contracts to ascertain what impact the resultant holdings of Kirsh Group (as the largest Securityholder and largest sub-underwriter) on completion of the Offer may have on those contracts. With the exception of various banking facilities, no material issues were identified.

In relation to the banking facilities, a number of them contain change of control provisions that, if triggered, could eventually require repayment. Any such demand for repayment of existing debt facilities, given the current state of credit markets, could have a materially adverse impact for Abacus and/or its managed funds.

To mitigate against this risk:

• (i) the sub-underwriting arrangements with Kirsh Group have been structured to ensure that the maximum holding Kirsh may obtain if there is no take-up by existing Securityholders will not exceed 40%;

• (ii) Abacus has obtained legal and accounting advice confirming that there will be no change in control under the terms of the relevant banking facilities if Kirsh Group does not:

• own more than 40% of Abacus; or

• control the Abacus Board or its membership; or

• direct the financial and operating policies of Abacus or its funds; or

• exercise control through majority voting at Abacus general meetings; and

• (iii) Abacus has obtained confirmation from its banks that provided the conditions specified in (ii) are adhered to, there will be no change in control event under the terms of the banking facilities.

The accounting advice and bank confirmations note that control is assessable on an ongoing basis and that actions by Kirsh Group after the conclusion of the Rights Issue could result in a change of control. For example, if Kirsh Group were to acquire power over more than half of the voting rights, appoint or remove a majority of the Abacus Board or direct the financial and operating policies of Abacus or its funds, that could potentially trigger the change of control provisions in the relevant banking facilities. Kirsh Group is aware of this and has warranted that it will not act in a manner that is inconsistent with these requirements.

Having considered these issues, the Board believes that the structure of the Rights Issue addresses appropriately any potential change of control risk under the terms of the banking facilities of both Abacus and the funds it manages.

Ellis Varejes Company Secretary

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