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BWP GROUP Board/Management Information 2024

Mar 25, 2024

64592_rns_2024-03-25_85de1d69-5d3b-4d83-bef8-476de4484e59.pdf

Board/Management Information

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26 March 2024

By ASX Online

General Manager – Trading Operations and Markets ASX Limited Exchange Centre 20 Bridge Street Sydney, New South Wales 2000

ASX Operating Rules Procedures – Procedure 1400(e) Notification of Change of name, address and directors for Newmark REIT Management Limited (ACN 644 715 382)

Newmark Property REIT (ASX:NPR) is currently subject to an off-market takeover offer under chapter 6 of the Corporations Act 2001 (Cth) by BWP Management Limited ACN 082 856 424 as responsible entity for the BWP Trust ARSN 088 581 097 (ASX:BWP) ( BWP ) ( Offer ).

In relation to the Offer, and as set out in section 12.9 of BWP’s bidder’s statement in relation to the Offer dated 7 February 2024, as supplemented on 14 March 2024 and 21 March 2024 ( Bidder’s Statement )[1] , BWP Management Limited (in its personal capacity) ( BWPM ) entered into a share sale and purchase agreement with Newmark Property Group Pty Ltd ACN 152 310 980 ( NPG ) for the sale and purchase of all of the issued capital of NPR’s responsible entity, Newmark REIT Management Limited ACN 644 715 382 ( NRML ) ( SPA ). Completion of the SPA is conditional on the Offer being declared unconditional ( Condition Precedent ). As set out in BWP’s ASX announcement dated 21 March 2024[2] , the Condition Precedent was satisfied on 21 March 2024, and completion of the SPA is to occur on 27 March 2024 ( Completion ).

Pursuant to a special resolution to be passed by BWPM as the sole shareholder of NRML dated 27 March 2024, it is proposed the company name of NRML is to be changed to “NPR Management Limited”, effective from the date that the Australian Securities and Investments Commission ( ASIC ) registers and processes the ASIC form 205 lodged with it.

Accordingly, in accordance with Procedure 1400(e)(1)(a), NRML notifies the ASX of the proposed change in the name of ‘Newmark Management Limited’ to ‘NPR Management Limited’.

In accordance with Procedure 1400(e)(1)(b), NRML notifies the ASX of the proposed change in the registered office address and principal place of business of NRML from Level 17, 644 Chapel Street, South Yarra VIC 3141 to Level 14, Brookfield Place Tower 2, 123 St Georges Terrace, Perth WA 6000, to take effect on Completion.

In accordance with Procedure 1400(e)(2)(a), NRML notifies the ASX of the proposed changes in directors of NRML as follows:

1 See https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02770196-6A1193031 .

2 See https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02787209_PS-6A1199297

Level 17, 644 Chapel Street +61 3 9820 3344 South Yarra Vic 3141 newmarkcapital.com.au Australia

Newmark REIT Management Limited ABN 31 644 715 382 AFSL No. 526690 Responsible entity of Newmark Property REIT Stapled Group comprising: Newmark Hardware Trust ARSN 161 274 111 Newmark Capital (Chadstone) Property Trust ARSN 648 280 219

  • (a) the resignation of each of Christopher David Langford, Mark Dominic Allan, Andrew Warner Erikson and Melinda Frances Snowden as directors of NRML; and

  • (b) the appointment of Mark Christian Scatena and Fiona Elizabeth Harris as directors of NRML.

In additional and for completeness, notify the ASX of the proposed changes in officers of NRML to take effect following Completion as follows:

  • (a) the removal of Peter Jeffery Hulbert as company secretary of NRML; and

  • (b) the appointment of Mark Christian Scatena and David Andrew Hawkins as co-company secretaries of NRML.

Please do not hesitate to contact me if you would like to discuss any aspect of this notice further.

Kind regards

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Peter Hulbert Company Secretary

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