ABACUS GROUP — Proxy Solicitation & Information Statement 2012

Jan 23, 2012

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ANNOUNCEMENT

Notice of Meeting and Proxy Form

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Following the recent announcement of the merger proposal for Abacus Property Group and Abacus Storage Fund, a copy of the Notice of Meeting dispatched to Abacus Property Group securityholders today accompanies this announcement. The meeting will be held in the Adelaide Room, Sydney Sofitel Wentworth, 61-101 Phillip Street, Sydney NSW 2000 at 10.00am Friday 24 February 2012.

The explanatory memorandum was also dispatched to securityholders today.

24 January 2012

Ellis Varejes Company Secretary

Neil Summerfield Head of Investor Relations Abacus Property Group +61 (2) 9253 8600

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Abacus Property Group Notice of General Meeting

Notice is given that general meetings of securityholders of Abacus Group Holdings Limited (ABN 31 080 604 619) and Abacus Group Projects Limited (ABN 11 104 066 104) (Companies) will be held concurrently and in conjunction with meetings of Abacus Trust (ARSN 096 572 128) and Abacus Income Trust (ARSN 104 934 287) (Trusts) (together, Abacus Property Group) at:

Time: 10:00 am Date: 24 February 2012 Place: Adelaide Room, Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney NSW 2000

Abacus Funds Management Limited (ABN 66 007 415 590) (Responsible Entity) is the responsible entity of the Trusts.

Abacus Property Group

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abacus property group notice of general meeting

PART A – CAPITAL MANAGEMENT RESOLUTIONS

1. Amendment to Abacus Trust constitution – Capital management

Resolution 1

To consider and, if thought fit, to pass the following resolution as a special resolution of Abacus Trust:

“That, subject to the passing of all of the Capital Management Resolutions (as defined in the notice accompanying this resolution), the constitution of Abacus Trust be amended (in accordance with section 601GC(1)(a) of the Corporations Act 2001 (Cth)) as marked in the draft constitution submitted to the meeting, marked Capital Management Amendments and signed by the Chairman of the meeting for the purpose of identification, with effect on and from the Effective Time (as defined in the notice accompanying this resolution).”

2. Amendment to Abacus Income Trust constitution – Capital management

Resolution 2

To consider and, if thought fit, to pass the following resolution as a special resolution of Abacus Income Trust:

“That, subject to the passing of all of the Capital Management Resolutions (as defined in the notice accompanying this resolution), the constitution of Abacus Income Trust be amended (in accordance with section 601GC(1)(a) of the Corporations Act 2001 (Cth)) as marked in the draft constitution submitted to the meeting, marked Capital Management Amendments and signed by the Chairman of the meeting for the purpose of identification, with effect on and from the Effective Time (as defined in the notice accompanying this resolution).”

1. Amendment to Abacus Group Holdings Limited constitution – Capital management

Resolution 3

To consider and, if thought fit, to pass the following resolution as a special resolution of Abacus Group Holdings Limited:

“That, subject to the passing of all of the Capital Management Resolutions (as defined in the notice accompanying this resolution), the constitution of Abacus Group Holdings Limited be amended (in accordance with section 136(2) of the Corporations Act 2001 (Cth)) as marked in the draft constitution submitted to the meeting, marked Capital Management Amendments and signed by the Chairman of the meeting for the purpose of identification, with effect on and from the Effective Time (as defined in the notice accompanying this resolution).”

1. Amendment to Abacus Group Projects Limited constitution – Capital management

Resolution 4

To consider and, if thought fit, to pass the following resolution as a special resolution of Abacus Group Projects Limited:

“That, subject to the passing of all of the Capital Management Resolutions (as defined in the notice accompanying this resolution), the constitution of Abacus Group Projects Limited be amended (in accordance with section 136(2) of the Corporations Act 2001 (Cth)) as marked in the draft constitution submitted to the meeting, marked Capital Management Amendments and signed by the Chairman of the meeting for the purpose of identification, with effect on and from the Effective Time (as defined in the notice accompanying this resolution).”

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5. Consolidation for capital reallocation – Abacus Group Holdings Limited

Resolution 5

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of Abacus Group Holdings Limited:

“That, subject to the passing of all of the Capital Management Resolutions (as defined in the notice accompanying this resolution), immediately following the issue of Capital Reallocation Shares (as defined in the notice accompanying this resolution), all issued capital in the company (including the Capital Reallocation Shares) be consolidated on the basis that the total number of shares on issue after the consolidation is equal to the total number of shares on issue immediately prior to the issue of Capital Reallocation Shares.”

6. Consolidation for capital reallocation – Abacus Group Projects Limited

Resolution 6

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of Abacus Group Projects Limited:

“That, subject to the passing of all of the Capital Management Resolutions (as defined in the notice accompanying this resolution), immediately following the issue of Capital Reallocation Shares (as defined in the notice accompanying this resolution), all issued capital in the company (including the Capital Reallocation Shares) be consolidated on the basis that the total number of shares on issue after the consolidation is equal to the total number of shares on issue immediately prior to the issue of Capital Reallocation Shares.”

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abacus property group notice of general meeting

PART B – STAPLING RESOLUTIONS

7. Amendment to Abacus Trust constitution – Stapling

Resolution 7

To consider and, if thought fit, to pass the following resolution as a special resolution of Abacus Trust:

“That, subject to the passing of all of the Stapling Resolutions (as defined in the notice accompanying this resolution), the constitution of Abacus Trust be amended (in accordance with section 601GC(1)(a) of the Corporations Act 2001 (Cth)) as marked in the draft constitution submitted to the meeting, marked Stapling Amendments and signed by the Chairman of the meeting for the purpose of identification, with effect on and from the Effective Time (as defined in the notice accompanying this resolution).”

1. Amendment to Abacus Income Trust constitution – Stapling

Resolution 8

To consider and, if thought fit, to pass the following resolution as a special resolution of Abacus Income Trust:

“That, subject to the passing of all of the Stapling Resolutions (as defined in the notice accompanying this resolution), the constitution of Abacus Income Trust be amended (in accordance with section 601GC(1)(a) of the Corporations Act 2001 (Cth)) as marked in the draft constitution submitted to the meeting, marked Stapling Amendments and signed by the Chairman of the meeting for the purpose of identification, with effect on and from the Effective Time (as defined in the notice accompanying this resolution).”

1. Amendment to Abacus Group Holdings Limited constitution – Stapling

Resolution 9

To consider and, if thought fit, to pass the following resolution as a special resolution of Abacus Group Holdings Limited:

“That, subject to the passing of all of the Stapling Resolutions (as defined in the notice accompanying this resolution), the constitution of Abacus Group Holdings Limited be amended (in accordance with section 136(2) of the Corporations Act 2001 (Cth)) as marked in the draft constitution submitted to the meeting, marked Stapling Amendments and signed by the Chairman of the meeting for the purpose of identification, with effect on and from the Effective Time (as defined in the notice accompanying this resolution).”

1. Amendment to Abacus Group Projects Limited constitution – Stapling

Resolution 10

To consider and, if thought fit, to pass the following resolution as a special resolution of Abacus Group Projects Limited:

“That, subject to the passing of all of the Stapling Resolutions (as defined in the notice accompanying this resolution), the constitution of Abacus Group Projects Limited be amended (in accordance with section 136(2) of the Corporations Act 2001 (Cth)) as marked in the draft constitution submitted to the meeting, marked Stapling Amendments and signed by the Chairman of the meeting for the purpose of identification, with effect on and from the Effective Time (as defined in the notice accompanying this resolution).”

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EXPLANATORY NOTES

1. Capital Management Resolutions

a. Capital reallocation

Securityholder approval is sought to amend the Abacus Property Group constitutions so that capital can be reallocated between different entities within the stapled group. This is important for the proper capital management of Abacus Property Group and is proposed whether or not the Merger is approved.

If the Capital Management Resolutions are approved, it is proposed to reallocate capital from Abacus Trust and Abacus Income Trust to Abacus Group Holdings Limited and Abacus Group Projects Limited as they require further capital to support their activities relating to the 30% Other Property Assets strategy and to reduce gearing. This reallocation of capital should ensure that the companies within Abacus Property Group are appropriately capitalised. The reallocation of capital will not affect distributions, voting, net tangible assets of Abacus Property Group or numbers of securities. The reallocation of capital will occur on the meeting date, 24 February 2012, after the amended Abacus Property Group constitutions are lodged with the Australian Securities & Investments Commission and the Australian Securities Exchange.

The reallocation reduces the cost base of Abacus Trust and Abacus Income Trust units held by Abacus Property Group securityholders but increases the cost base in their Abacus Group Holdings Limited and Abacus Group Projects Limited shares. Further information on the tax consequences is provided in Greenwoods & Freehills’ tax report attached to this notice.

It is also proposed to amend the constitutions of the Trusts to allow future flexibility for buy-backs (although no buy-back is currently contemplated). The Company constitutions already contain provisions to this effect.

If these resolutions are passed, and the Merger proceeds, the Abacus Storage Fund constitutions will contain the same capital management provisions.

Rationale

Each of the four stapled entities which comprise Abacus Property Group (Abacus Group Holdings Limited, Abacus Group Projects Limited, Abacus Trust and Abacus Income Trust) has its own capital structure. Since 2006 new capital has been allocated between Abacus Group Holdings Limited, Abacus Group Projects Limited, Abacus Trust and Abacus Income Trust on the basis of fair value which has resulted in an allocation to Abacus Trust and Abacus Income Trust of approximately 93.6%. Abacus Trust and Abacus Income Trust are consequently capitalised in excess of their needs while Abacus Group Holdings Limited and Abacus Group Projects Limited require further capital to support their activities and to reduce their gearing to more appropriate levels.

Abacus Property Group’s investment strategy seeks to have up to 30% of the assets invested in Other Property Assets. These activities have generally been undertaken by Abacus Group Holdings Limited and Abacus Group Projects Limited. However, their current capital structures (high gearing and limited capital) do not facilitate this. In addition, the adoption of AASB 10 for the year ending 30 June 2012 will result in the consolidation of Abacus Hospitality Fund, Abacus Diversified Income Fund II, Abacus Miller Street Holding Trust and Abacus Storage Fund under AASB 10 and an adjustment of approximately $93m to the retained earnings of Abacus Group Holdings Limited as it is the nominated parent of the stapled group. The investment in these funds has been made at the group level and any resulting adjustment from the application of the new accounting standard should be shared by all members of the stapled group and not just the nominated parent. A reallocation of capital from Abacus Trust and Abacus Income Trust to Abacus Group Holdings Limited and Abacus Group Projects Limited will address the current imbalance.

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abacus property group notice of general meeting

Reallocation

It is proposed that $110m of the capital of Abacus Trust and Abacus Income Trust be reallocated to Abacus Group Holdings Limited and Abacus Group Projects Limited. Under the proposal Abacus Trust and Abacus Income Trust would make combined capital payments to securityholders of approximately 28.4 cents for each unit which will then be compulsorily applied as a capital contribution to Abacus Group Holdings Limited and Abacus Group Projects Limited. Securityholders will not receive any cash as part of the capital reallocation proposal nor will their securityholdings increase.

The impact of the reallocation of capital on the net asset position of each entity in Abacus Property Group is set out below:

set out below:
Entity	Capital reallocation($m)
Abacus Trust	(66)
Abacus Income Trust	(44)
Abacus GroupHoldings Limited	100
Abacus GroupProjects Limited	10

The reallocation will move some of the tax cost base from Abacus Trust and Abacus Income Trust to Abacus Group Holdings Limited and Abacus Group Projects Limited. These four entities are treated separately for Australian taxation purposes.

Any fractional number of securities that may result from the issue of Capital Reallocation Shares and subsequent consolidation (in accordance with Resolutions 5 and 6) will be rounded up or down in accordance with the Abacus Property Group constitutions.

Impact on reported profit of the Merged Group

The capital reallocation will have no material impact on the consolidated pre-tax profit of Abacus Property Group. The pre-tax profit of Abacus Group Holdings Limited and Abacus Group Projects Limited should increase by the interest savings which would otherwise be payable on the loans from Abacus Trust and Abacus Income Trust. The profit of Abacus Trust and Abacus Income Trust should reduce by the amount of this interest.

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b. Buy-backs

It is also proposed to amend the constitutions of the Trusts to allow future flexibility for buy-backs if this is considered an appropriate capital management strategy at any time. The Company constitutions already contain provisions to this effect. There is no current intention to conduct any buy-back of ABP Stapled Securities, Abacus Storage Fund securities or, if the Merger is approved, New Stapled Securities.

c. Amendments to constitutions

The proposed amendments to the constitutions of the Trusts and the Companies set out in the table below are required to facilitate:

• the ability to reallocate capital from the Trusts to the Companies and from the Companies to the Trusts (with any necessary capital reduction) to ensure that all stapled entities are appropriately capitalised; and

• the flexibility to conduct an on-market buy-back if this is thought fit in the future.

The current Trust and Company constitutions, marked up to reflect the proposed changes, are available for inspection at the registered offices of Abacus Property Group until the time of the meeting. A copy will be made available upon request free of charge by calling the registry on 1300 139 440.

Capital reallocation Provisions have been included in the Trust and Company constitutions to allow the between stapled re-allocation of capital across differing stapled entities to ensure that each stapled entities entity is appropriately capitalised. For this purpose, AFML as responsible entity of each Trust may issue units (capital allocation units):

• to ABP Stapled Securityholders if the stapled entity (or, where the stapled entity is a trust, the trustee of the stapled entity) makes an application for capital allocation units as the agent for ABP Stapled Securityholders and applies a distribution out of the stapled entity towards the amount required for those capital allocation units; or

• to a stapled entity if the trustee is satisfied that immediately following the issue of the capital allocation units, they will be distributed pro rata to ABP Stapled Securityholders,

so long as immediately following the issue of the capital allocation units, the trustee consolidates the capital allocation units with all other units on issue such that the total number of units then on issue is equal to the number of units on issue prior to the capital reallocation issue.

Each Company may issue capital allocation shares in accordance with a mechanism substantially identical to that described above, but subject to the prior approval by the holders of shares in the relevant Company by ordinary resolution. Reduction of capital AFML may reduce the capital of a Trust and may, as agent for and in the name of in a stapled entity to each ABP Stapled Securityholder, apply the amount of the reduction to which the capitalise another ABP Stapled Securityholder is otherwise entitled to the purchase of securities in stapled entity any other stapled entity pro rata in proportion to the number of securities held by the ABP Stapled Securityholder in that stapled entity.

Each Company may reduce its capital in accordance with a mechanism substantially identical to that described above, but subject to the prior approval by the holders of shares in the relevant Company by ordinary resolution.

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abacus property group notice of general meeting

Buy back (Trusts only)	Consistent with the ASX Listing Rules and relevant ASIC reliefs, the Trust
	constitutions will be amended to allow fexibility for potential future buy-backs.
	No buy-back is contemplated at this stage. For this purpose, the constitution of
	each Trust is to be amended to allow each Trust to buy back its units while listed.
	Immediately after registration of a transfer of a unit or stapled security (as the case
	may be) following a buy-back, the units are cancelled. Where a unit forms part of a
	stapled security, the trustee may only buy back and cancel units if the securities to
	which those units are stapled are also the subject of a contemporaneous buy-back
	and cancellation.

The trustee or its nominee may set a range of purchase prices at which buy-backs can be made provided that the maximum purchase price does not exceed 5% more than the average market price for the unit or stapled security (as the case may be) sold on ASX during the last 5 days on which sales in units or stapled securities (as the case may be) were recorded.

2. The Merger

This notice should be read in conjunction with the Explanatory Memorandum that accompanies this notice. The Explanatory Memorandum contains an explanation of the resolutions and further information about the Merger.

3. Glossary

Unless otherwise defined in this notice, terms used in this notice have the same meaning as set out in the Glossary in the Explanatory Memorandum.

In this notice:

• (a) “Capital Management Resolutions” means the resolutions numbered 1 to 6 in this notice;

• (b) “Capital Reallocation Share” means an ordinary share in Abacus Group Holdings Limited or Abacus Group Projects Limited (as applicable) issued in connection with a capital reallocation in which:

• the responsible entity of one or more of the Trusts returns capital to unitholders and applies that capital on behalf of unitholders to purchase ordinary shares in Abacus Group Holdings Limited or Abacus Group Projects Limited (as applicable) under clause 5.11 of the relevant Trust constitution; and

• on receipt of the application price, the relevant Company issues ordinary shares which are then immediately consolidated with the other issued shares in the Company pursuant to clause 2.10 of the relevant Company constitution;

• (c) “Effective Time” means the time at which the amended constitutions of the Abacus Trust and the Abacus Income Trust are lodged with the Australian Securities and Investments Commission; and

• (d) “Stapling Resolutions” means the resolutions numbered 7 to 10 in this notice and all of the resolutions

• in the notice of meeting sent to Abacus Storage Fund securityholders on or about the date of this notice.

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4. Other information

Securityholders’ meetings

The shares in the Companies and units in the Trusts are stapled together to form stapled securities under the constitutions of the Companies and the Trusts. This means that shareholders of the Companies are also unitholders of the Trusts and, as such, the meetings of the Companies and the Trusts are held concurrently.

Entitlement to vote

It has been determined that under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the general meeting, shares in the Companies and units in the Trusts will be taken to be held by the persons who are the registered holders at 7:00 pm on 22 February 2012. Accordingly, transfers of shares and/or units registered after that time will be disregarded in determining entitlements to attend and vote at the meeting. ASF does not hold any ABP Stapled Securities.

Exercise of votes

On a poll:

• in the case of a resolution of one of the Companies, each shareholder present in person has one vote for each share they hold. Also each person present as a proxy, attorney or duly appointed corporate representative of a shareholder, has one vote for each share held by the shareholder that the person represents; and

• in the case of a resolution of one of the Trusts, each unitholder present in person has one vote for each one dollar of the value of the units in the Trust held by the unitholder. Also, each person present as proxy, attorney or duly appointed corporate representative of a unitholder has one vote for each one dollar of the value of the units in the Trust held by the unitholder that the person represents.

Voting of jointly held securities

If any ABP Stapled Securities are jointly held, only one of the joint holders is entitled to vote at the meeting. If more than one securityholder votes in respect of a jointly held security, only the first vote is counted. If it is not practical to determine which was first, the earliest named in the register to exercise such right (to the exclusion of those named later) prevails.

Attendance

If you plan to attend the meetings, we ask that you arrive at the venue at least 30 minutes prior to the time designated for the meetings so that we may check the number of your stapled securities and note your attendance.

Voting by corporations

In order to vote at the meetings (other than by proxy), a corporation that is a securityholder must appoint a person to act as its representative. The appointment must comply with the Corporations Act 2001 (Cth). A letter of representation must be either lodged with the registrar prior to the commencement of the meeting or the representative must bring to the meeting evidence of his or her appointment including any authority under which it is signed.

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abacus property group notice of general meeting

Voting by proxy

• 1 A securityholder entitled to attend and vote at the meetings may appoint a proxy to attend and vote on their behalf.

• 2 A proxy need not be a securityholder and can be either an individual or a body corporate. 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 meetings, in accordance with section 250D of the Corporations Act 2001 (Cth); and

• provides satisfactory evidence of the appointment of its corporate representative.

• 3 A form of proxy is enclosed with this Notice of Meeting (Proxy Form).

• 4 A securityholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the securityholder’s votes.

• 5 Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using the enclosed proxy form, an additional form of proxy is available on request from the Registry.

• 6 The securityholder (or securityholder’s attorney) must sign the proxy form. Proxies given by a body corporate must be signed by a director, company secretary, sole director and sole company secretary or under the hand of a duly authorised officer of attorney.

• 7 A representative of a body corporate attending the meetings must present satisfactory evidence of his or her appointment to attend on its behalf, unless previously lodged with the Registry. If such evidence is not received, then the body corporate (through its representative) will not be permitted to act as a proxy.

• 8 The Proxy Form, together with any authority under which the Proxy Form is executed or a certified copy of that authority, must be received no later than 10:00 am on 22 February 2012 at:

Registry – Boardroom Pty Limited

GPO Box 3993 Sydney NSW 2001 Facsimile: 61 2 9290 9655

BY ORDER OF THE BOARD

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Ellis Varejes Company Secretary Date: 13 January 2012

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abacus property group notice of general meeting

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abacus property group notice of general meeting

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Abacus Property Group Level 34 Australia Square 264-278 George Street Sydney NSW 2000 T 02 9253 8600 F 02 9253 8616 enquiries@abacusproperty.com.au www.abacusproperty.com.au

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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 on the form. Securityholders sponsored YOUR VOTE IS IMPORTANT by a broker should advise your broker of any changes. Please note, you cannot change FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE ownership of your securities using this form. 10.00AM WEDNESDAY 22 FEBRUARY 2012 TO VOTE ONLINE Reference Number: STEP 1 : VISIT www.boardroomlimited.com.au/vote/abacusegm2012 STEP 2: Enter your holding/Investment type STEP 3: Enter your Reference Number and VAC: TO VOTE BY COMPLETING THE PROXY FORM STEP 1 Appointment of Proxy Indicate here who you want to appoint as your Proxy STEP 3 Sign the Form If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If The form must be signed as follows : you wish to appoint someone other than the Chairman of the Meeting as your proxy Individual: This form is to be signed by the securityholder. please write the full name of that individual or body corporate. If you leave this Joint Holding : where the holding is in more than one name, all the securityholders must section blank, or your named proxy does not attend the meeting, the Chairman of sign. the Meeting will be your proxy. A proxy need not be a security holder of the Power of Attorney: to sign under a Power of Attorney, you must have already lodged it company. Do not write the name of the issuer company or the registered with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this securityholder in the space. form when you return it. Companies: this form must be signed by a Director jointly with either another Director or a Proxy which is a Body Corporate Company Secretary. Where the company has a Sole Director who is also the Sole Where a body corporate is appointed as your proxy, the representative of that body Company Secretary, this form must be signed by that person. Please indicate the office corporate attending the meeting must have provided an “Appointment of Corporate held by signing in the appropriate place. Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry. STEP 4 Lodgement of a Proxy 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 meeting You are entitled to appoint up to two proxies to attend the meeting and vote on a at 10.00 am on Friday, 24 February 2012 . Any Proxy Form received after that time poll. If you wish to appoint a second proxy, an additional Proxy Form may be will not be valid for the scheduled meeting. obtained by telephoning the company’s securities registry or you may copy this Proxies may be lodged using the reply paid envelope or: form. BY MAIL - Registry – Boardroom Pty Limited, GPO Box 3993, To appoint a second proxy you must: Sydney NSW 2001 Australia (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If BY FAX - + 61 2 9290 9655 the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. IN PERSON - Registry – Boardroom Pty Limited, Fractions of votes will be disregarded. Level 7, 207 Kent Street, Sydney NSW 2000 Australia (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

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 to the extent that they are able to do so. If you mark more than one box on an item your vote on that item will be invalid.

Vote online at:

www.boardroomlimited.com.au/vote/abacusegm2012 or turnover to complete the Form 

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Abacus Property Group

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STEP 1 - Appointment of Proxy
I/We being a member/s of Abacus Property Group and entitled to attend and vote hereby appoint
the Chairman of If you are not appointing the Chairman of the Meeting as your proxy please write
the Meeting (mark OR here the full name of the individual or body corporate (excluding the registered
with an ‘X’) Securityholder) you are appointing as your proxy.
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the general meeting of
shareholders of Abacus Group Holdings Limited and Abacus Group Projects Limited ( Companies ) which will be held concurrently and in conjunction with
general meetings of the unitholders of Abacus Trust and Abacus Income Trust ( Trusts ) (together Abacus Property Group ) to be held at the Sofitel
Wentworth Hotel, 61-101 Phillip Street, Sydney, NSW 2000 on Friday, 24 February 2012 at 10.00am and at any adjournment 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, as the proxy sees fit.
STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions
Type For Against Abstain
Special
Resolution 1 Amendment to Abacus Trust constitution
Special
Resolution 2 Amendment to Abacus Income Trust constitution
Special
Resolution 3 Amendment to Abacus Group Holdings Limited constitution
Special
Resolution 4 Amendment to Abacus Group Projects Limited constitution
Ordinary
Resolution 5 Consolidation for capital reallocation – Abacus Group Holdings Limited
Ordinary
Resolution 6 Consolidation for capital reallocation – Abacus Group Projects Limited
Special
Resolution 7 Amendment to Abacus Trust constitution – Stapling
Special
Resolution 8 Amendment to Abacus Income Trust constitution – Stapling
Special
Resolution 9 Amendment to Abacus Group Holdings Limited constitution - Stapling
Special
Resolution10 Amendment to Abacus Group Projects Limited constitution - Stapling
In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.
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 votes will not be counted in
computing the required majority on a poll.
STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
SAMPLE
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Contact Name ……………………………….……..

Contact Daytime Telephone ………………………………….. Date / / 2012