ABACUS GROUP - Capital/Financing Update 2015

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RETAIL ENTITLEMENT OFFER

1 FOR 12 ACCELERATED NON-RENOUNCEABLE PRO RATA ENTITLEMENT OFFER OF ABACUS STAPLED SECURITIES AT $2.82 PER NEW SECURITY

RETAIL ENTITLEMENT OFFER CLOSES 5.00PM (AEDT) ON THURSDAY, 2 APRIL 2015

If you are an Eligible Retail Securityholder, this is an important document that requires your immediate attention. It should be read in its entirety. This document is not a prospectus or product disclosure statement under the Corporations Act and has not been lodged with the Australian Securities and Investments Commission. You should consult your stockbroker, solicitor, accountant or other independent professional adviser if you have any questions.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

IMPORTANT NOTICES

This Information Booklet is dated Wednesday, 18 March 2015. Capitalised terms in this section have the meaning given to them in this Information Booklet.

The Retail Entitlement Offer is being made pursuant to sections 708AA and 1012DAA of the Corporations Act (as notionally modified by ASIC Class Order [CO 08/35]) which allows rights issues to be offered without a prospectus or product disclosure statement. As a result, this Information Booklet should be read in its entirety before you decide to participate in the Retail Entitlement Offer.

By returning an Entitlement and Acceptance Form or otherwise paying for your New Securities through BPAY[®1] in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Information Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Information Booklet.

No overseas offering

This Information Booklet, the accompanying Entitlement and Acceptance Form or any accompanying ASX announcement, do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Information Booklet does not constitute an offer to Ineligible Retail Securityholders and may not be distributed in the United States and the New Securities may not be offered or sold, directly or indirectly, to persons in the United States.

This Information Booklet is not to be distributed in, and no offer of New Securities is to be made, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Securities, or otherwise permit the public offering of the New Securities, in any jurisdiction other than Australia and New Zealand.

The distribution of this Information Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any noncompliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Securities is subject to all requisite authorities and clearances being obtained for Abacus to lawfully receive your Application Monies.

New Zealand

The Entitlements and the New Securities are not being offered to the public within New Zealand other than to existing securityholders of the Group with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States disclaimer

None of the information in this booklet, the Entitlement and Acceptance Form that will accompany this booklet when it is despatched to Eligible Retail Securityholders (as set out in the Key Dates section) or any accompanying ASX announcement constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this booklet (or any part of it), the accompanying ASX announcement nor the Entitlement and Acceptance Form when that is to be made available, may be released or distributed directly or indirectly, to persons in the United States.

The New Securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons (including nominees or custodians) who are acting for the account or benefit of a person in the United States, and the New Securities may not be offered, sold or resold in the United States or to, or for the account or benefit of, a person in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable securities laws of any state or other jurisdiction in the United States.

Definitions, currency and time

Defined terms used in this Information Booklet are contained in section 6. All references to time are to AEDT, unless otherwise indicated. All references to ‘$’ are AUD unless otherwise noted.

Taxation

There will be tax implications associated with participating in the Retail Entitlement Offer and receiving New Securities. Section 5 provides for a general guide to the Australian income tax, goods and services tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Securityholders. The guide does not take account of the individual circumstances of particular Eligible Retail Securityholders and does not constitute tax advice. Abacus recommends that you consult your professional tax adviser in connection with the Retail Entitlement Offer.

Past performance

Investors should note that Abacus’ past performance, including past security price performance, cannot be relied upon as an indicator of (and provides no guidance as to) Abacus’ future performance including Abacus’ future financial position or security price performance.

Future performance

This Information Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of Abacus and certain plans and objectives of the management of Abacus. Forward-looking statements include those containing words such as: “anticipate”, “believe”, “expect”, “estimate”, “should”, “will”, “plan”, “could”, “may” “intends”, “guidance”, “project”, “forecast”, “target”, “likely” and other similar expressions, and include, but are not limited to, statements regarding outcome and effects of the Entitlement Offer.

These forward-looking statements contained in this Information Booklet involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither Abacus, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur and expressly disclaims all responsibility and liability for these forwardlooking statements. In particular, such forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of Abacus. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements. Investors should consider the forward-looking statements contained in this Information Booklet in light of those disclosures.

To the maximum extent permitted by law, Abacus and its officers, employees, agents, related bodies corporates, associates and advisers do not make any representation or warranty, express or implied as to the currency, accuracy, reliability or completeness of such information, or likelihood of fulfilment of any forward-looking statement, and disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for negligence). Refer to the “Key investment risks and selling restrictions” section of the Investor Presentation in section 3 for a summary of certain risk factors that may affect Abacus.

The forward-looking statements are based on information available to Abacus as at the date of this Information Booklet. Except as required by law or regulation (including the Listing Rules), Abacus undertakes no obligation to update these forward-looking statements or top provide any additional or updated information whether as a result of new information, future events or results or otherwise.

Risks

Refer to the “Key investment risks and selling restrictions” section of the Investor Presentation included in section 3 of this Information Booklet for a summary of general and specific risk factors that may affect Abacus.

Trading New Securities

Abacus will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Securities they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Abacus or the Security Registry or otherwise, or who otherwise trade or purport to trade New Securities in error or which they do not hold or are not entitled to. If you are in any doubt, as to these matters you should first consult with your stockbroker, solicitor, accountant or other independent professional adviser.

1 ® registered to BPAY Pty Ltd (ABN 69 079 137 518).

Chairman’s letter

Wednesday, 18 March 2015

Dear Securityholder

As a valued securityholder of Abacus Property Group ( Abacus ), I am pleased to offer you the opportunity to participate in Abacus’ recently announced 1 for 12 accelerated non-renounceable pro rata entitlement offer of new Abacus stapled securities[1] ( New Securities ) at an offer price of $2.82 ( Offer Price ) per New Security.

Entitlement Offer and Use of Proceeds

On Monday, 16 March 2015, Abacus announced its intention to raise up to approximately $121 million though an Entitlement Offer ( Entitlement Offer ). The institutional component of the Entitlement Offer ( Institutional Entitlement Offer ) was successfully completed before trading in Abacus’ securities recommenced on Wednesday, 18 March 2015.

Attached to this letter is the information booklet ( Information Booklet ) relating to the retail component of the Entitlement Offer ( Retail Entitlement Offer ).

The proceeds of the Entitlement Offer will be immediately applied to reduce debt following an active twelve months which saw Abacus transact a number of acquisitions and capital management initiatives announced during 2014 including the settlement of Abacus’ recent acquisition of Oasis Shopping Centre, Broadbeach Queensland. The reduction in debt is a short term strategy as the funds raised will provide growth capital for anticipated earnings and cashflow accretive acquisitions and development projects that Abacus currently have in the pipeline, and will also provide seed capital to support Abacus’ third party capital initiatives in the short to medium term.

Retail Entitlement Offer

Under the Retail Entitlement Offer, Eligible Retail Securityholders have the opportunity to invest at the same price as the institutional investors who participated in the Institutional Entitlement Offer. The number of New Securities for which you are entitled to subscribe under the Retail Entitlement Offer ( Entitlement ) is set out in your personalised Entitlement and Acceptance Form that will accompany this Information Booklet when it is dispatched to Eligible Retail Securityholders on Tuesday, 24 March 2015. The Offer Price of $2.82 per New Security represents a 4.7% discount to Theoretical Ex-Rights Price ( TERP )[2] of Abacus securities and 5.8% discount to the 5 day volume weighted average price (VWAP) of Abacus securities of $2.99 on Friday, 13 March 2015.

If you take up your full Entitlement, you may also apply for additional New Securities in excess of your Entitlement up to a maximum of 50% of your Entitlement, at the Offer Price ( Top Up Facility ). The allocation of additional New Securities will be subject to the availability of New Securities under the Entitlement Offer. Abacus retains the flexibility to scale back applications for additional New Securities at its discretion (refer to section 4 of this Information Booklet for more information).

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferable. If you do not participate in the Retail Entitlement Offer, your Entitlement will lapse and you will receive no value for those lapsed Entitlements. I encourage you to consider this offer carefully.

Other information

This Information Booklet contains important information, including:

ASX announcements relating to the Entitlement Offer, including the Investor Presentation, which was released to the ASX on Monday, 16 March 2015, and provides information on Abacus, the Entitlement Offer and key risks for you to consider;

1 A stapled security in Abacus comprises a fully paid ordinary security in each of AGHL, AGPL and ASOL and a fully paid unit in each of the Trusts, each of which will be stapled together on a one-for-one basis. Refer to section 6 for relevant definitions.

2 The Theoretical Ex-Rights Price ( TERP ) is calculated by reference to Abacus’ closing price on Friday, 13 March 2015 of $2.97 per security, being the last trading day prior to the announcement of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Abacus’ securities trade immediately after the ex-date of the Entitlement Offer and will depend on many factors and may not approximate TERP.

instructions on how to apply, detailing how to participate in the Retail Entitlement Offer if you choose to do so, and a timetable of key dates;
information regarding the personalised Entitlement and Acceptance Form that will accompany this Information Booklet when it is dispatched to Eligible Retail Securityholders, which will detail your Entitlement, to be completed in accordance with the instructions in this Information Booklet and your personalised Entitlement and Acceptance Form; and
instructions on how to take up all or part of your Entitlement via BPAY[®] or by cheque.

If you decide to take this opportunity to increase your investment in Abacus please ensure that, before 5.00pm (AEDT) on Thursday, 2 April 2015, you have paid your Application Monies preferably via BPAY[®] pursuant to the instructions that are set out in the personalised Entitlement and Acceptance Form that will accompany this Information Booklet when it is dispatched to you, or otherwise that your completed Entitlement and Acceptance Form and your Application Monies are received in cleared funds by the Security Registry.

The Retail Entitlement Offer closes at 5.00pm (AEDT) on Thursday, 2 April 2015.

Additionally you have the opportunity to apply and pay for your Entitlements before 5.00pm (AEDT) on Thursday, 26 March 2015 (Early Retail Acceptance Date) . If you have paid your Application Monies via BPAY[®] by the Early Retail Acceptance Date, your New Securities will be issued by Friday, 27 March 2015, which is the same date applicable to Eligible Institutional Securityholders who took up their entitlements on Monday, 16 – Tuesday, 17 March 2015.

If you do not wish to take up any of your Entitlement, you do not have to take any action.

Please read in full the details on how to submit your application which are set out in this Information Booklet. For further information regarding the Retail Entitlement Offer, please call 1300 139 440 (inside Australia) and +61 2 9290 9691 (outside Australia) between 8.15am and 5.30pm (AEDT) Monday to Friday.

If you are uncertain about taking up your Entitlement you should consult your stockbroker, solicitor, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

On behalf of the board of Abacus, I have pleasure in inviting you to consider this investment opportunity and thank you for your ongoing support of Abacus.

Yours sincerely

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John Thame Chairman

Summary of Entitlement Offer

Entitlement Offer
Ratio	1 New Security for every 12 existing Abacus stapled security
Offer Price	$2.82 per New Security
Size	Up to approximately 42.9 million New Securities
Gross proceeds	Up to $121 million, comprising approximately $97 million under the Institutional Entitlement Offer and up to approximately $24 million under the Retail Entitlement Offer

Key dates

Activity	Date
Announcement of the Entitlement Offer	Monday, 16 March 2015
Information Booklet lodged with ASX	Wednesday, 18 March 2015
Record Date for Entitlement Offer (7.00pm AEDT)	Thursday, 19 March 2015
Retail Entitlement Offer opens	Friday, 20 March 2015
Information Booklet and Entitlement and Acceptance Form dispatched to Eligible Retail Securityholders	Tuesday, 24 March 2015
Early Retail Acceptance Date by BPAY®(5.00pm AEDT)	Thursday, 26 March 2015
Allotment of New Securities under the Institutional Entitlement Offer and Retail Entitlement Offer for applications received by the Early Retail Acceptance Date	Friday, 27 March 2015
New Securities issued under the Institutional Entitlement Offer commence trading on a normal basis	Friday, 27 March 2015
Retail Entitlement Offer closes (5.00pm AEDT)	Thursday, 2 April 2015
Final allotment of New Securities issued under the Retail Entitlement Offer, including additional New Securities pursuant to the Top Up Facility	Monday, 13 April 2015
Normal ASX trading for New Securities issued under the Retail Entitlement Offer commences	Tuesday, 14 April 2015
Dispatch of holding statements for New Securities issued under the Retail Entitlement Offer	Wednesday, 15 April 2015

The Timetable above is indicative only and may change. Abacus reserves the right to amend any or all of these dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, Abacus reserves the right to extend the closing date for the Retail Entitlement Offer, to accept late applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the allotment date of New Securities. Abacus also reserves the right not to proceed with the Entitlement Offer in whole or in part at any time prior to allotment and issue of the New Securities. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants.

Enquiries

Telephone: 1300 139 440 (inside Australia) and +61 2 9290 9691 (outside Australia) between 8.15am and 5.30pm (AEDT) Monday to Friday. Alternatively, contact your stockbroker, solicitor, accountant or other independent professional adviser.

Chairman’s letter--------------------------------------------------------------------------------------------- 2	Chairman’s letter--------------------------------------------------------------------------------------------- 2	Chairman’s letter--------------------------------------------------------------------------------------------- 2	Chairman’s letter--------------------------------------------------------------------------------------------- 2
Summary of Entitlement Offer------------------------------------------------------------------------------- 4
Key	dates----------------------------------------------------------------------------------------------------- 4
Enquiries------------------------------------------------------------------------------------------------------ 4
1	Summary of options available to you--------------------------------------------------------------- 7
2	How to	apply---------------------------------------------------------------------------------------- 8
	2.1	Important information	8
	2.2	Overview	8
	2.3	Institutional Entitlement Offer	9
	2.4	Retail Entitlement Offer	9
	2.5	Your Entitlement	10
	2.6	Options available to you	10
	2.7	Taking up all of your Entitlement or taking up all of your Entitlement and participating in	the
		Top Up Facility	11
	2.8	Taking up part of your Entitlement and allowing the balance to lapse	11
	2.9	Allowing your Entitlement to lapse	12
	2.10	Consequences of not accepting all or part of your Entitlement	12
	2.11	Payment	12
	2.12	Payment by BPAY®	12
	2.13	If you are unable to pay by BPAY®	13
	2.14	Entitlement and Acceptance Form is binding	13
	2.15	Brokerage and stamp duty	16
	2.16	Notice to nominees and custodians	16
	2.17	Withdrawal of the Entitlement Offer	16
	2.18	Enquiries	16
3	ASX announcements and Investor Presentation-------------------------------------------------- 18
	3.1	Abacus announces Entitlement Offer to raise up to approximately $121 million (released 16
		March 2015)	18
	3.2	Successful completion of Institutional Entitlement Offer raises approximately $97 million
		(released 18 March 2015)	21
	3.3	Entitlement Offer Investor Presentation (released 16 March 2015)	23
4	Additional information----------------------------------------------------------------------------- 35
	4.1	Eligibility of Retail Securityholders	35
	4.2	Ranking of New Securities	35
	4.3	Allotment	35

	4.4	Reconciliation	36
	4.5	No cooling-off rights	36
	4.6	No Entitlements trading	36
	4.7	Risks	36
	4.8	Underwriting	36
	4.9	Continuous Disclosure	37
	4.10	Not investment advice	37
	4.11	Rounding of Entitlements	38
	4.12	Quotation and trading	38
	4.13	Information availability	38
	4.14	Governing law	38
	4.15	Privacy	38
	4.16	Disclaimer of representations	39
5	Australian taxation---------------------------------------------------------------------------------		40
6	Definitions------------------------------------------------------------------------------------------		43
7	Corporate information-----------------------------------------------------------------------------		46

1 Summary of options available to you

If you are an Eligible Retail Securityholder[3] , you may take one of the following actions:

take up all of your Entitlement and also apply for additional New Securities under the Top Up Facility;
take up all of your Entitlement but not apply for any additional New Securities under the Top Up Facility;
take up part of your Entitlement and allow the balance to lapse; or
do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements.

If you are a retail securityholder that is not an Eligible Retail Securityholder, you are an “ Ineligible Retail Securityholder ”. Ineligible Retail Securityholders are not entitled to participate in the Entitlement Offer.

Options available toyou	Keyconsiderations
1. Take up all of your Entitlement	• You may elect to purchase New Securities at the Offer Price (see section 2 “How to Apply” for instructions on how to take up your Entitlement). • The New Securities will rank equally in all respects with existing Securities (including rights to dividends and distributions). • The Early Retail Acceptance Date is 5.00pm (AEDT) on Thursday, 26 March 2015. • The Retail Entitlement Offer closes at 5.00pm (AEDT) on Thursday, 2 April 2015. • If you take up all of your Entitlement, you may also apply for additional New Securities under the Top Up Facility. There is no guarantee that you will be allocated any additional New Securities under the Top Up Facility.
2. Take up part of your Entitlement	• If you only take up part of your Entitlement, the part not taken up will lapse. You will not be entitled to apply for additional New Securities under the Top Up Facility. • If you do not take up your Entitlement in full you will not receive any payment or value for those Entitlements not taken up. • If you do not take up your Entitlement in full, you will have your percentage holding in Abacus reduced as a result of the Entitlement Offer.

Options available toyou

Keyconsiderations

1. Take up all of your Entitlement

•
You may elect to purchase New
Securities at the Offer Price (see section
2 “How to Apply” for instructions on
how to take up your Entitlement).
•
The New Securities will rank equally in all
respects with existing Securities
(including rights to dividends and
distributions).
•
The Early Retail Acceptance Date is
5.00pm (AEDT) on Thursday, 26 March
2015.
•
The Retail Entitlement Offer closes at
5.00pm (AEDT) on Thursday, 2 April
2015.
•
If you take up all of your Entitlement,
you may also apply for additional New
Securities under the Top Up Facility.
There is no guarantee that you will be
allocated any additional New Securities
under the Top Up Facility.

2. Take up part of your Entitlement

•
If you only take up part of your
Entitlement, the part not taken up will
lapse. You will not be entitled to apply
for additional New Securities under the
Top Up Facility.
•
If you do not take up your Entitlement in
full you will not receive any payment or
value for those Entitlements not taken
up.
•
If you do not take up your Entitlement in
full, you will have your percentage
holding in Abacus reduced as a result of
the Entitlement Offer.

3 See section 4.1.

3. Do nothing, in which case your
Entitlement will lapse and you will receive
no value for those lapsed Entitlements

•
If you do not take up your Entitlement,
you will not be allocated New Securities
and your Entitlements will lapse. Your
Entitlement to participate in the Retail
Entitlement Offer is non-renounceable,
which means they are non-transferrable
and cannot be sold, traded on ASX or
any other exchange, nor can they be
privately transferred.
•
If you do not take up your Entitlement,
you will have your percentage holding in
Abacus reduced as a result of the
Entitlement Offer.

2 How to apply

2.1 Important information

You have a number of decisions to make in respect of your Entitlement. You should read the enclosed carefully and in their entirety before making a decision about your Entitlement:

Important Notices;
Chairman’s letter;
ASX Announcements, including the Investor Presentation[4] ;
Additional Information;
personalised Entitlement and Acceptance Form that will accompany this Information Booklet when it is despatched to you; and
other information made publicly available by Abacus.

2.2 Overview

Abacus intends to raise up to $121 million under the Entitlement Offer.

The proceeds of the Entitlement Offer will be immediately applied to reduce debt following an active 12 months which saw the Group transact a number of acquisitions and capital management initiatives announced by Abacus during 2014 including the settlement of our recent acquisition of Oasis Shopping Centre, Broadbeach Queensland. The reduction in debt is a short term strategy as the funds raised will provide growth capital for anticipated earnings and cashflow accretive acquisitions and development projects that we currently have in the pipeline, and will also provide seed capital to support the Group’s third party capital initiatives in the short to medium term.

The Entitlement Offer is an offer of up to approximately 42.9 million New Securities at $2.82 per New Security.

The Entitlement Offer has two components:

4 The enclosed ASX Announcements, including the Investor Presentation are current as at Monday, 16 March 2015. There may be other announcements that have been made by Abacus after Monday, 16 March 2015 and, before the Retail Entitlement Offer closes at 5.00pm (AEDT) on Thursday, 2 April 2015 that may be relevant in your consideration of whether to take part in the Retail Entitlement Offer. Therefore, it is prudent that you check whether any further announcements have been made by Abacus before submitting an Application.

(a) the Institutional Entitlement Offer – Eligible Institutional Securityholders were given the opportunity to take up all or part of their Entitlement, and a bookbuild process to sell Entitlements not taken up by Eligible Institutional Securityholders as well as Entitlements of Ineligible Institutional Securityholders at the Offer Price was carried out, to raise approximately $97 million; and
(b) the Retail Entitlement Offer – Eligible Retail Securityholders will be allotted Entitlements under the Retail Entitlement Offer which can be taken up in whole or in part. In addition, Eligible Retail Securityholders who take up their full Entitlement may also participate in the Top Up Facility by applying for additional New Securities in excess of their Entitlement up to a maximum of 50% of their Entitlement, at the Offer Price. The Retail Entitlement Offer including any New Securities issued pursuant to the Top Up Facility, is expected to raise up to approximately $24 million.

Both the Institutional Entitlement Offer and the Retail Entitlement Offer are non-renounceable.

New Securities issued under the Retail Entitlement Offer are to be issued at the same price as New Securities issued under the Institutional Entitlement Offer. In addition, securityholders’ Entitlements under the Institutional Entitlement Offer and the Retail Entitlement Offer are calculated based on the same ratio.

2.3 Institutional Entitlement Offer

Abacus has already raised approximately $97 million from Eligible Institutional Securityholders as part of the Institutional Entitlement Offer, at $2.82 per New Security. New Securities are expected to be issued under the Institutional Entitlement Offer on Friday, 27 March 2015.

Abacus’ ASX announcement of Wednesday, 18 March 2015, in relation to completion of the Institutional Entitlement Offer, is set out in section 3.

2.4 Retail Entitlement Offer

As a result, it is important for Eligible Retail Securityholders to read and understand the information on Abacus and the Retail Entitlement Offer made publicly available, prior to taking up all or part of their Entitlement. In particular, please refer to the materials enclosed in section 3, Abacus’ interim and annual reports, other announcements made available at www.abacusproperty.com.au or asx.com.au (including Abacus’ half year report for the six months ended 31 December 2014 released to ASX on 18 February 2015 and the annual report for the year ended 30 June 2014 released to ASX on 21 October 2014) and all other parts of this Information Booklet carefully before making any decisions in relation to their Entitlement.

The Retail Entitlement Offer constitutes an offer to Eligible Retail Securityholders, who are invited to apply for 1 New Security for every 12 Securities held on the Record Date. The Offer Price of $2.82 per New Security represents a discount of 4.7% to TERP. The offer ratio and Offer Price under the Retail Entitlement Offer are the same as for the Institutional Entitlement Offer.

The Entitlement Offer is non-renounceable. Accordingly, Entitlements do not trade on the ASX, nor can they be sold, transferred or otherwise disposed of.

The Retail Entitlement Offer opens on Friday, 20 March 2015. The Information Booklet will be dispatched, along with a personalised Entitlement and Acceptance Form, to Eligible Retail Securityholders on Tuesday, 24 March 2015. The Retail Entitlement Offer is expected to close at 5.00pm (AEDT) on Thursday, 2 April 2015.

In accordance with ASIC’s policy regarding the equal treatment of members of a registered managed investment scheme, Eligible Retail Securityholders will also have the opportunity to be allotted New Securities at the same time as eligible institutional securityholders under the Institutional Entitlement Offer on Friday, 27 March 2015.

To accept early, you will need to ensure that cleared funds via BPAY[®] are received by no later than 5.00pm (AEDT) on Thursday, 26 March 2015 ( Early Retail Acceptance Date ).

All allotments of additional New Securities pursuant to the Top Up Facility, will occur on Monday, 13 April 2015.

2.5 Your Entitlement

An Entitlement and Acceptance Form setting out your Entitlement (calculated as 1 New Security for every 12 Securities held on the Record Date with fractional entitlements rounded up to the nearest whole number of New Securities) will accompany this Information Booklet when it is despatched to Eligible Retail Securityholders. Eligible Retail Securityholders may subscribe for all or part of their Entitlement. If you have more than one registered holding of Securities, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding.

Any New Securities not taken up by the Closing Date may be made available to those Eligible Retail Securityholders who took up their full Entitlement and applied for additional New Securities under the Top Up Facility up to an additional 50% of their Entitlement. There is no guarantee that such Securityholders will receive the number of New Securities applied for under the Top Up Facility, or any. New Securities will only be allocated to Eligible Retail Securityholders if available and then only if and to the extent that Abacus so determines, in its absolute discretion.

The New Securities issued under the Retail Entitlement Offer will be fully paid and rank equally with Existing Securities.

Note: The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Securities on behalf of a person in the United States (see definition of Eligible Retail Securityholder in section 4.1). In such case, you may only accept for your actual Entitlement.

Eligible Retail Securityholders should be aware that an investment in Abacus involves risks. The key risks identified by Abacus are set out in the section entitled “Key investment risks and selling restrictions” from page 20 of the Investor Presentation (enclosed in section 3). However, this list is not exhaustive and there may be other risks.

2.6 Options available to you

The number of New Securities to which Eligible Retail Securityholders are entitled is shown on the Entitlement and Acceptance Form that will accompany this Information Booklet when it is dispatched to you (subject to eligibility as set out in section 2.5). Eligible Retail Securityholders may:

(a) take up their Entitlement in full and, if they do so, they may apply for additional New Securities under the Top Up Facility (refer to section 2.7);
(b) take up part of their Entitlement, in which case the balance of the Entitlement would lapse (refer to section to 2.8); or
(c) allow their Entitlement to lapse (refer to section 2.9).

Ineligible Retail Securityholders may not take up any of their Entitlements.

Abacus reserves the right to reject any Entitlement and Acceptance Form that is not correctly completed or that is received after the Closing Date.

The Closing Date for acceptance of the Retail Entitlement Offer is 5.00pm (AEDT) on Thursday, 2 April 2015 (however, that date may be varied by Abacus, in accordance with the Listing Rules and the Underwriting Agreement).

To accept early, you will need to ensure an application is submitted so that cleared funds via BPAY[®] are received by no later than 5.00pm (AEDT) on Thursday, 26 March 2015 (Early Retail Acceptance Date ).

All allotments of additional New Securities pursuant to the Top Up Facility, will occur on Monday, 13 April 2015.

2.7 Taking up all of your Entitlement or taking up all of your Entitlement and participating in the Top Up Facility

If you wish to take up all or part of your Entitlement, payment must be made via BPAY[®] by following the instructions set out on the personalised Entitlement and Acceptance Form. Payment is due by no later than 5.00pm (AEDT) on Thursday, 2 April 2015. In order to meet the Early Retail Acceptance Date, cleared funds via BPAY[®] must be received by 5.00pm (AEDT) Thursday, 26 March 2015.

If you are unable to pay by BPAY[® ] or are a New Zealand Securityholder who does not have an Australian bank account , please refer to section 2.13 below or call the Abacus offer information line on 1300 139 440 (within Australia) or +61 2 9290 9691 (outside Australia).

If you apply to take up all of your Entitlement, you may also apply for additional New Securities

under the Top Up Facility.

If you apply for additional New Securities under the Top Up Facility and if your application is successful (in whole or in part), additional New Securities will be issued to you on Monday, 13 April 2015. New Securities will only be allocated to Eligible Retail Securityholders if available and then up to an additional 50% of their Entitlement. If you apply for additional New Securities, there is no guarantee that you will be allocated any additional New Securities.

Amounts received by Abacus in excess of the Offer Price multiplied by your Entitlement may be treated as an Application to apply for as many additional New Securities as your Application Monies will pay for in full.

Refund amounts, if any, will be paid (without interest) in Australian dollars. You will be paid either by direct credit to the nominated bank account as noted on the security register as at the Closing Date or by cheque sent by ordinary post to your address as recorded on the security register (the registered address of the first-named in the case of joint holders). If you wish to advise or change your banking instructions with the Security Registry you may do so by going to www.boardroomlimited.com.au and logging into the Investor Centre. Refund amounts that are less than $1.00 will be donated to a charity chosen by Abacus.

2.8 Taking up part of your Entitlement and allowing the balance to lapse

If you wish to take up part of your Entitlement, payment must be made via BPAY[®] by following the instructions set out on the personalised Entitlement and Acceptance Form.

If you are unable to pay by BPAY[®] or are a New Zealand Securityholder who does not have an Australian bank account, please refer to section 2.13 below or call the Abacus offer information line on 1300 139 440 (within Australia) or +61 2 9290 9691 (outside Australia).

If Abacus receives an amount that is less than the Offer Price multiplied by your Entitlement, your payment may be treated as an Application for as many New Securities as your Application Monies will pay for in full.

2.9 Allowing your Entitlement to lapse

If you do not wish to accept all or any part of your Entitlement, do not take any further action and that part of your Entitlement will lapse and your interest in Abacus will be diluted.

2.10 Consequences of not accepting all or part of your Entitlement

If you do not accept all or part of your Entitlement in accordance with the instructions set out above, those New Securities for which you would have otherwise been entitled under the Retail Entitlement Offer (including New Securities that relate to the portion of your Entitlement that has not been accepted) may be acquired by Eligible Retail Securityholders under the Top Up Facility.

By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Securities had you taken up your Entitlement and you will not receive any value for your Entitlement. Your interest in Abacus will also be further diluted.

2.11 Payment

Payment should be made using BPAY[®] if possible. If you are unable to pay by BPAY[®] or are a New Zealand securityholder who does not have an Australian bank account, you will be able to pay by cheque (see below at 2.13).

Cash payments will not be accepted. Receipts for payment will not be issued.

Abacus will treat you as applying for as many New Securities as your payment will pay for in full up to your Entitlement. If your payment is for more than your Entitlement, Abacus will treat you as applying for as many additional New Securities as your payment will pay for in full up to 50% of your Entitlement.

Any Application Monies received for more than your final allocation of New Securities will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded. Refund amounts that are less than $1.00 will be donated to a charity chosen by Abacus.

If you are unable to pay by BPAY[®] please call the Abacus offer information line on 1300 139 440 (within Australia) or +61 2 9290 9691 (outside Australia) and refer below to section 2.13.

2.12 Payment by BPAY[®]

For payment by BPAY[®] , please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make payment via BPAY[®] if you are the holder of an account with an Australian financial institution that supports BPAY[®] transactions.

If you are paying by BPAY[®] , please make sure you use the specific Biller Code and your unique Customer Reference Number ( CRN ) on your personalised Entitlement and Acceptance. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN specific to that holding. If you do not use the correct CRN specific to that holding your application will not be recognised as valid.

Please note that by paying by BPAY[®] :

(a) you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form and in section 2.14; and
(b) if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Securities which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY[®] payment is received by the Security Registry by no later than 5.00pm (AEDT) on Thursday, 2 April 2015. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.

Any Application Monies received for more than your final allocation of New Securities will be refunded as soon as practicable after the close of the Retail Entitlement Offer (except for where the amount is less than $1.00 in which case it will be donated to a charity chosen by Abacus). No interest will be paid on any Application Monies received or refunded.

2.13 If you are unable to pay by BPAY[®]

Abacus encourages payments by BPAY[®] if possible.

For payment by cheque, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form and return it accompanied by a cheque in Australian currency for the amount of the Application Monies, payable to ‘Abacus Entitlement Account’ and crossed ‘Not Negotiable’.

It is your responsibility to ensure that your payment by cheque is received by the Security Registry by no later than 5.00pm (AEDT) on Thursday, 2 April 2015. You must ensure cleared funds are held in your account as your cheque will be banked as soon as it is received. Please note that you should consider postal and cheque clearance timeframes in meeting this deadline.

Your cheque must be:

a) for an amount equal to $2.82 multiplied by the number of New Securities that you are applying for; and
b) in Australian currency drawn on an Australian branch of a financial institution. Payment cannot be made in New Zealand dollars. New Zealand resident securityholders must arrange for payment to be made in Australian dollars.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheque will be processed on the day of receipt. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Securities you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower whole number of New Securities as your cleared Application Monies will pay for (and to have specified that number of New Securities on your personalised Entitlement and Acceptance Form). Alternatively, your application will not be accepted.

2.14 Entitlement and Acceptance Form is binding

A payment made through BPAY[®] or a completed and lodged Entitlement and Acceptance Form together with the payment of requisite Application Monies constitutes a binding offer to acquire New Securities on the terms and conditions set out in this Information Booklet and, once lodged or paid, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Securities. Abacus’

decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By making a payment by BPAY[®] or by completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you acknowledge that you have read and understand this Information Booklet and your personalised Entitlement and Acceptance Form in their entirety;
(b) you agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Information Booklet, and Abacus’ constitutions;
(c) you authorise Abacus to register you as the holder(s) of New Securities allotted to you;
(d) you declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;
(e) you declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;
(f) you acknowledge that once Abacus receives your personalised Entitlement and Acceptance Form or any payment of Application Monies via BPAY[®] , you may not withdraw your application or funds provided except as allowed by law;
(g) you agree to apply for and be issued up to the number of New Securities specified in the personalised Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies, at the Offer Price per New Security;
(h) you authorise Abacus, the Joint Lead Managers, the Security Registry and their respective officers or agents to do anything on your behalf necessary for New Securities to be issued to you, including to act on instructions of the Security Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;
(i) you declare that you were the registered holder(s) at the Record Date of the Securities indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;
(j) you acknowledge that the information contained in this Information Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Securities are suitable for you given your investment objectives, financial situation or particular needs;
(k) you acknowledge that this Information Booklet is not a prospectus or product disclosure statement, does not contain all of the information that you may require in order to assess an investment in Abacus and is given in the context of Abacus’ past and ongoing continuous disclosure announcements to ASX;
(l) you acknowledge the statement of risks in the “Key investment risks and selling restrictions” section of the Investor Presentation included in section 3 of this Information Booklet, and that investments in Abacus are subject to risk;
(m) you acknowledge that none of Abacus, the Joint Lead Managers, or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of Abacus, nor do they guarantee the repayment of capital;

(n) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Securities on the Record Date;
(o) you authorise Abacus to correct any errors in your personalised Entitlement and Acceptance Form or other form provided by you;
(p) you represent and warrant (for the benefit of Abacus, the Joint Lead Managers and their respective related bodies corporate and affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, are not an Ineligible Retail Securityholder and are otherwise eligible to participate in the Retail Entitlement Offer;
(q) you represent and warrant that the law of any place does not prohibit you from being given this Information Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Securities and that you are otherwise eligible to participate in the Retail Entitlement Offer;
(r) you are an Eligible Retail Securityholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or issue New Securities under the Retail Entitlement Offer;
(s) you acknowledge that the New Securities have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside Australia, and accordingly that the New Securities may not be offered, sold or otherwise transferred to, persons in the United States or persons who are acting for the account or benefit of a person in the United States except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;
(t) you are subscribing for Entitlements and / or purchasing New Securities outside the United States (i.e. in an “offshore transaction” (as defined in Rule 902(h) under the US Securities Act) in compliance with Regulation S of the US Securities Act;
(u) you have not and will not send this Information Booklet, the Entitlement and Acceptance Form or any other materials relating to the Retail Entitlement Offer to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States or any country outside Australian and New Zealand;
(v) you agree that if in the future you decide to sell or otherwise transfer the New Securities, you will only do so in transactions exempt from, or not subject to, the registration requirements of the US Securities Act; notwithstanding the foregoing, after the quotation of the New Securities commences, you may sell such New Securities in regular way transactions on the ASX or otherwise where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been prearranged with, or that the purchaser is, a person in the United States or who is acting for the account or benefit of a person in the United States; and
(w) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is resident in Australia or New Zealand and is not in the United States and is not acting for the account or benefit of a person in the United States, and you have not sent this Information Booklet, the Entitlement and Acceptance Form or any information relating to the Retail Entitlement Offer to any such person.

Nominees, trustees and custodians are advised to seek independent professional advice.

2.15 Brokerage and stamp duty

No brokerage fee is payable by Eligible Retail Securityholders who accept their Entitlement. No stamp duty is payable for subscribing for New Securities under the Retail Entitlement Offer or for additional New Securities under the Top Up Facility.

2.16 Notice to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Securityholders. Nominees with registered addresses in the eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold existing Securities, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Securityholder.

Nominees and custodians who hold Securities as nominees or custodians will have received, or will shortly receive, a letter from Abacus. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to:

(a) beneficiaries on whose behalf they hold existing Securities who would not satisfy the criteria for an Eligible Retail Securityholder;
(b) Eligible Institutional Securityholders who received an offer to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not);
(c) Ineligible Institutional Securityholders who were ineligible to participate in the Institutional Entitlement Offer; or
(d) securityholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

In particular, persons acting as nominees for other persons may not take up Entitlements on behalf of, or send any documents relating to the Retail Entitlement Offer to, any person in the United States.

Abacus is not required to, and does not undertake to, determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Securities. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. Abacus is not able to advise on foreign laws.

2.17 Withdrawal of the Entitlement Offer

Subject to applicable law, Abacus reserves the right to withdraw the Entitlement Offer at any time before the issue of New Securities, in which case Abacus will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest being payable to applicants.

2.18 Enquiries

If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions regarding the Entitlement Offer, please contact the Security Registry on 1300 139 440 (within Australia) and +61 2 9290 9691 (outside of Australia) at any time from 8.15am to 5.30pm (AEDT) Monday to Friday, before the Retail Entitlement Offer closes at 5.00pm (AEDT) on Thursday, 2 April 2015. If you have any further questions, you should contact your stockbroker, solicitor, accountant or other independent professional adviser.

Eligible Retail Securityholders should be aware that an investment in Abacus involves risks. The key risks identified by Abacus are set out from page 20 of the Investor Presentation (in section 3).

3 ASX announcements and Investor Presentation

3.1 Abacus announces Entitlement Offer to raise up to approximately $121 million (released 16 March 2015)

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3.1 Abacus announces Entitlement Offer to raise up to approximately $121 million (released 16 March 2015) (continued)

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3.2 Successful completion of Institutional Entitlement Offer raises approximately $97 million (released 18 March 2015)

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3.3 Entitlement Offer Investor Presentation (released 16 March 2015)

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3.3 Entitlement Offer Investor Presentation (released 16 March 2015) (continued)

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3.3 Entitlement Offer Investor Presentation (released 16 March 2015) (continued)

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3.3 Entitlement Offer Investor Presentation (released 16 March 2015) (continued)

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3.3 Entitlement Offer Investor Presentation (released 16 March 2015) (continued)

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