GARDA PROPERTY GROUP — AGM Information 2021

Oct 24, 2021

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NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

GARDA PROPERTY GROUP

comprising:

GARDA Holdings Limited (ACN 636 329 774)

and

GARDA Capital Limited (ACN 095 039 366)

as responsible entity for

GARDA Diversified Property Fund (ARSN 104 391 273)

Date

Thursday 25 November 2021

Time

Location

10:00 am (AEST)

Dexus Place Level 31, Waterfront Place 1 Eagle Street BRISBANE QLD 4000

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SECTION A – NOTICE OF ANNUAL GENERAL MEETING

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NOTICE OF MEETING

Notice is given by GARDA Property Group that the 2021 Annual General Meeting of shareholders of GARDA Holdings Limited and a general meeting of unitholders of GARDA Diversified Property Fund will be concurrently held at Dexus Place, Level 31, Waterfront Place, 1 Eagle Street, Brisbane, QLD 4000 on Thursday 25 November 2021 at 10:00am (AEST).

The Explanatory Memorandum at section B, which accompanies and forms part of this Notice of Meeting, describes the matters to be considered at the Annual General Meeting. The Proxy Form also forms part of this Notice.

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ORDINARY BUSINESS

Financial report, Directors’ report and Auditor’s report

To receive and consider the Annual Report (incorporating the Directors’ report and independent Auditor’s report) for GARDA Property Group for the financial year ended 30 June 2021.

Resolution 1: Re-election of Director – Mr Morgan Parker

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

“That Mr. Morgan Benn Parker, a Director retiring from office by rotation in accordance with article 11.3 of the Constitution of GARDA Holdings Limited, being eligible, be re-elected as a Director.”

Resolution 2: Adoption of Remuneration Report

To consider and, if thought fit, pass the following as a non-binding ordinary resolution of GARDA Holdings Limited:

“That the remuneration report for the financial year ended 30 June 2021 (set out on pages 16 to 22 of the Annual Report) be adopted.”

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SPECIAL BUSINESS

Resolution 3: Approval of the Equity Incentive Plan

To consider and, if thought fit, pass the following as an ordinary resolution of GARDA Holdings Limited and GARDA Diversified Property Fund :

“That, for the purposes of sections 200B, 200E, 257B(1), 259B(2) and 260C(4) of the Corporations Act, ASX Listing Rule 7.2 (Exception 13) and for all other purposes, approval is given for GARDA Property Group to adopt the Equity Incentive Plan and for the issue (or transfer) of Awards and Stapled Securities under the Equity Incentive Plan, as described in the Explanatory Memorandum."

GENERAL BUSINESS

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To deal with any other business that may be brought forward in accordance with the Constitution or the Corporations Act.

Please read the whole Notice of Meeting, including the Explanatory Memorandum, as it provides important information on the Annual General Meeting items of business and the Resolutions upon which you, as a Securityholder, are being asked to vote.

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We have enclosed a Proxy Form which you are encouraged to complete and return. In light of the ongoing COVID-19 situation and the Commonwealth and State government restrictions on public gatherings, the Directors strongly encourage all Securityholders to lodge a directed Proxy Form prior to the Meeting. If you wish to submit a Proxy Form, it must be received by no later than 10:00 am (AEST) on Tuesday 23 November 2021 .

By order of the Board

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_________ Lachlan Davidson Company Secretary GARDA Property Group

25 October 2021

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SECTION B – EXPLANATORY MEMORANDUM

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Introduction

The Annual General Meeting referred to in the Notice of Meeting is being held to deal with:

• usual procedural matters;

• the re-election of Morgan Parker as a Director; and

• the approval of the Equity Incentive Plan.

The purpose of this Explanatory Memorandum is to provide all information to Securityholders which would be material in deciding whether to pass the Resolutions set out in the Notice of Meeting.

Financial report, Directors’ report and Auditor’s report

This item is to receive and consider the consolidated Annual Report (incorporating the Directors’ Report and independent Auditor's Report) for GARDA Property Group for the financial year ended 30 June 2021, which was made available to Securityholders on 12 August 2021. The Annual Report is also available from GARDA Property Group’s website (www.gardaproperty.com.au).

While the Corporations Act requires reasonable opportunity for these reports to be discussed, neither the Corporations Act nor the Constitution require Securityholders to vote on, approve or adopt these reports. Securityholders will be given opportunity to raise questions about, or to comment on, these reports and the management and performance of GARDA Property Group. The Auditor will also be present to address questions.

Note: No resolution is required for this item of business.

Resolution 1: Re-election of Director – Mr Morgan Parker

Morgan is an independent Director who was appointed to the Board in December 2018. He currently chairs the Audit and Risk Committee, is a member of the Nomination and Remuneration Committee and is a director of other wholly owned subsidiaries of GARDA Property Group (including GARDA Capital Limited). If re-elected as a Director of GARDA Holdings Limited, it is intended that Morgan will continue in these positions.

In accordance with ASX Listing Rule 14.4 and the Constitution of GARDA Holdings Limited, Morgan must stand for re-election at this AGM. The Company has conducted appropriate checks into his background and experience. The Board considers that Morgan remains qualified as an independent Director.

Morgan has more than 27 years’ experience as a global real estate investor, developer and banker, being involved in 60 completed projects in nine countries worth $20 billion. He is currently Chair of SunCentral, and a non-executive director of Newcastle Airport and Saudi Entertainment Ventures. Morgan was a founding board member of the Asia Pacific Real Assets Association and served on the Asia board of the International Council of Shopping Centres for a decade. A former CEO, he previously worked for Morgan Stanley, Lendlease, Macquarie Group and Dubai Holding.

Morgan holds a Bachelor of Laws and is a graduate member of the Australian Institute of Company Directors.

At the date of this Notice, Morgan has a relevant interest in zero Securities.

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The Board (with Mr Parker abstaining) recommends that Securityholders vote in favour of Resolution 1.

Resolution 2: Adoption of Remuneration Report

Securityholders are asked to consider adopting the Remuneration Report for the financial year ended 30 June 2021. The Remuneration Report, which contains prescribed information regarding remuneration of key management personnel (KMP), is set out on pages 16 to 22 in the Annual Report that was made available to Securityholders on 12 August 2021.

The Remuneration Report:

• explains the structure of and rationale behind the remuneration practices of GARDA Property Group and the link between the remuneration of employees and GARDA Property Group’s performance;

• sets out remuneration details for each Director and for other KMP; and

• makes clear that the basis for remunerating non-executive Directors is distinct from the basis for remunerating executives, including executive Directors.

This Resolution 2 is advisory only and does not bind the Directors or GARDA Property Group. Nevertheless, the Directors will consider the outcome of the vote and comments made by Securityholders on the Remuneration Report when considering future remuneration policies.

Under the Corporations Act, if at least 25% of votes are against the adoption of the Remuneration Report at two consecutive AGMs, GARDA Holdings Limited must put to the Securityholders at the second of those AGMs a further resolution (the ‘spill resolution’) that another Securityholders’ meeting (the ‘spill meeting’) be held within 90 days at which all of the Directors (other than the Managing Director) will cease to and will stand for re-election.

As this Resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) of the Corporations Act, makes no recommendation regarding Resolution 2.

Note: There are voting restrictions on Resolution 2.

Resolution 3: Approval of the Equity Incentive Plan

Background

GARDA Property Group seeks Securityholder approval of the Equity Incentive Plan.

The Equity Incentive Plan has been developed as part of the Group’s remuneration strategy. Key principles in developing the remuneration structure and levels include the creation of long-term Securityholder value, alignment with Securityholder interests, market competitiveness, recognition of individual performance and experience, and also recognition for Group performance.

The Equity Incentive Plan is designed to:

• assist with the attraction and retention of Directors, senior managers and other personnel, as assessed by GARDA Property Group on a case-by-case basis;

• continue to motivate and drive performance at both the individual and Group level; and

• strengthen the alignment between participants and Securityholder interests.

• A summary of the terms of the Equity Incentive Plan is set out in Attachment A.

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

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Under the Plan, GARDA Property Group has flexibility to offer options, performance rights, Stapled Securities, cash rights and stock appreciation rights (as further detailed in Attachment A).

While this structure allows for a range of different remuneration and incentive outcomes, it is the current intent of the Board that the initial Awards to be offered will comprise:

• performance rights offered to key personnel (excluding Directors and others whose participation is restricted under ASX Listing Rule 10.14), which would entitle participants to a number of Stapled Securities subject to certain performance-based vesting conditions (related to total securityholder return (TSR) and/or return on equity (ROE) milestones), a service-based condition and any other terms and conditions of the offer to participate; and

• exempt security awards, as described in Attachment A, offered more broadly to GARDA Property Group’s employees. This would involve each identified employee being offered Stapled Securities with a market value of up to $1,000 for no consideration.

Additional types of Awards, and different terms, may be offered in the future in accordance with the terms of the Plan. Executive Directors are expected to participate in the future, subject to approval by Securityholders at the relevant time under ASX Listing Rule 10.14.

Approval of the Plan is sought for various purposes under the ASX Listing Rules and the Corporations Act.

ASX Listing Rules

ASX Listing Rule 7.1 limits the number of equity securities that a listed entity may issue without the approval of its securityholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period (subject to certain adjustments and permitted exceptions).

ASX Listing Rule 7.2 (Exception 13) provides that ASX Listing Rule 7.1 does not apply to the issue of securities under an employee incentive scheme if, within three years before the issue date, securityholders have approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1. The Plan is an employee incentive scheme for the purposes of ASX Listing Rule 7.2 and Securityholders are being asked to approve the Plan, and issues of equity securities under it, to certain eligible persons for the purposes of this exception.

For the purposes of Listing Rule 7.2 (Exception 13), GARDA Property Group confirms:

• (a) the Plan is a new employee incentive scheme and no securities have previously been issued under it; and

• (b) the maximum number of equity securities proposed to be issued under the Plan relying on Listing Rule 7.2 (Exception 13) is 6,000,000 equity securities (which represents 2.6% of the Securities on issue at the date of this Notice). This number is not intended to be a prediction of the actual number of equity securities to be issued by GARDA Property Group, simply a ceiling for the purposes of Listing Rule 7.2 (Exception 13). Any Awards that are not ‘equity securities’ under the ASX Listing Rules (such as cash rights) will not be counted toward this maximum number.

For completeness, it is noted that GARDA Property Group has previously adopted the Loan Funded Security Plan. The Equity Incentive Plan operates separately to the Loan Funded Security Plan.

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Corporations Act

Provision of benefits to managerial and executive officers

Under sections 200B and 200E of the Corporations Act, the Company may only give a person a “benefit” (as defined in the Corporations Act) in connection with their ceasing to hold a “managerial or executive office” (as defined in the Corporations Act) if the giving of the benefit has been approved by securityholders or an exemption applies. One permissible exemption is where the aggregate benefits do not exceed one year’s average base salary.

The term “benefit” in Part 2D.2 has wide operation and would include (for example) the accelerated vesting of Awards. The Board has various discretions under the Plan, including to waive any vesting conditions and/or exercise conditions and/or waive other restrictions on the Awards (which may be in connection with a person’s retirement from office).

GARDA Property Group proposes to issue Awards to certain managerial or executive employees. Unless the approval is given by Securityholders or to the extent an exemption applies, participants under the Plan (initial and future) may be restricted from receiving benefits that arise in connection with them ceasing to hold a managerial or executive office. These benefits are open to participants in the Plan who do not hold a managerial or executive office.

Accordingly, Securityholder approval is sought under section 200E of the Corporations Act to allow the provision of benefits under the Plan to participants (including future participants) that would otherwise be restricted by section 200B of the Corporations Act. If this approval is obtained, it will give the Board maximum flexibility to deal with the Awards under the Plan where a participant who holds a managerial or executive office ceases employment or engagement.

Section 200E of the Corporations Act requires that, when seeking approval for the purposes of section 200B, details must be disclosed of the amount or value of the benefit, or (if that amount or value cannot be ascertained at the time of the disclosure) the manner in which the amount or value will be calculated, together with any matter, event or circumstance that will, or is likely to affect the calculation of the amount.

The value of any potential benefits cannot be ascertained at the present time. However, the value of the benefit will be based on the type of Award, the number of Awards that may vest early (if applicable), the terms of the Awards (including vesting conditions and any exercise price), the market value of the Securities at the time of vesting, and any other factors that the Board determines to be relevant when exercising its discretion under the Plan.

Whether the benefits arise will depend upon a determination by the Board about treatment of Awards (including whether to permit early vesting and exercise) when the person ceases to hold a “managerial or executive office”. The Board may take account of matters it considers relevant, including (for example) the circumstances of termination, status of the vesting conditions, the relevant person’s performance and the relevant person’s period of employment or engagement.

Exemption for financial assistance

Section 260A of the Corporations Act states that a company may financially assist a person to acquire shares in the company if the assistance is exempt under section 260C. Section 260C(4) of the Corporations Act provides that financial assistance is exempt from section 260A if it is given under an employee security scheme which has been approved by a resolution passed at a general meeting of the entity.

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GARDA Property Group (including the Company) is permitted to make loans to participants under the Plan on terms that it determines, which would constitute financial assistance for the purposes of that provision.

Although the Board does not consider that the giving of financial assistance under the Plan would materially prejudice the interests of the Company or its Securityholders, or the Company’s ability to pay its creditors, Securityholder approval is being sought under this Resolution to enable the Company to qualify for the exemption offered by section 260C(4) of the Corporations Act.

Permit the Company to take security over its own shares

Section 259B(1) of the Corporations Act also generally prohibits a company from taking security over its own shares. This is however permitted by section 259B(2) under an employee security scheme which has been approved by a resolution passed at a general meeting of the entity.

Loans made under the Plan would be on such terms as determined by the Board, which may include the grant of security in favour of the Company.

Accordingly, Securityholders are being asked to approve the Plan for the purposes of section 259B(2) of the Corporations Act.

Employee share scheme buy-back

Section 257B(1) of the Corporations Act sets out the procedure for various forms of share buy-back, including an “employee share scheme buy-back”. In order for the Company to undertake a buyback of shares under the Plan using this simplified procedure, the Plan must be approved by Securityholders.

Accordingly, Securityholder approval is being sought to approve the Plan to allow the Company to undertake a buy-back of shares (as components of Stapled Securities) under the Plan using the employee share scheme buy-back procedure under the Corporations Act.

Effect of Resolution

If this Resolution 3 is passed, GARDA Property Group may issue up to 6,000,000 equity securities under the Plan in the three years following the Meeting without Securityholder approval under ASX Listing Rule 7.1, regardless of GARDA Property Group’s remaining placement capacity, and may rely upon the above provisions of the Corporations Act. Future issues of Securities under the Plan that comply with an exception in ASX Listing Rule 7.2 would also increase the base level of ordinary securities on which the 15% placement capacity in ASX Listing Rule 7.1 is calculated.

If Resolution 3 is not passed, issues of equity securities under the Plan will not be covered by an exception to ASX Listing Rule 7.1. Any issue under the Plan would depend on GARDA Property Group having sufficient remaining placement capacity to make the issue, and otherwise complying with the ASX Listing Rules and the Corporations Act. Furthermore, the provision of benefits to persons in managerial or executive office (such as the potential for early vesting of Awards in appropriate circumstances) may be restricted.

Given the nature of this Resolution, the Board does not consider that it is appropriate to make a recommendation on how Securityholders should vote on this Resolution 3.

Note: There are voting exclusions on Resolution 3.

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Voting Exclusion Statements

Resolution 2: Adoption of Remuneration Report

In accordance with the Corporations Act GARDA Property Group will disregard any votes cast on Resolution 2:

• a. in any capacity by or on behalf of the KMP (whose remuneration details are contained in the Remuneration Report) or their closely related parties; or

• b. as a Proxy by a person who is a member of the KMP at the date of the Meeting or their closely related parties.

However, this does not apply to a vote cast on Resolution 2 by KMP or their closely related parties if:

• a. the vote is cast by a person as a Proxy for a person who is entitled to vote on the Resolution, in accordance with the directions given to the Proxy to vote on the Resolution in that way; or

• b. the voter is the Chairman of the meeting and the appointment of the Chairman as Proxy does not specify which way the Proxy is to vote on the Resolution and expressly authorises the Chairman to exercise the Proxy even if the Resolution is connected directly or indirectly with the remuneration of the KMP.

If you intend to appoint a member of the KMP (such as one of the Directors) as your Proxy, please ensure that you direct them how to vote on Resolution 2. If you intend to appoint the Chair as your Proxy, you can direct them how to vote on Resolution 2 or lodge an undirected Proxy, in which case you will be expressly authorising the Chair to vote your undirected Proxy on the Resolution even though it is connected, directly or indirectly, with remuneration of the KMP.

Resolution 3: Approval of the Equity Incentive Plan

In accordance with the ASX Listing Rules, GARDA Property Group will disregard any votes cast in favour of Resolution 3 by a person who is eligible to participate in the Equity Incentive Plan, or any associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• a. a person as Proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the Proxy or attorney to vote on the Resolution in that way; or

• b. the Chair as Proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• ii. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

For the purposes of section 200E of the Corporations Act and all other purposes, a vote on Resolution 3 must not be cast (in any capacity) by or on behalf of any person who is an eligible participant under the Plan and holds a “managerial or executive office” in GARDA Property Group, or any of their respective associates, other than where the vote is cast as Proxy for a person who would not

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themselves be precluded from voting on the Resolution, in accordance with directions given to the Proxy to vote on the Resolution in that way.

In addition, in accordance with the Corporations Act, GARDA Property Group will disregard any votes cast on Resolution 3 as a Proxy by a person who is a member of the KMP at the date of the Meeting or their closely related parties, except if:

• a. the vote is cast by a person as a Proxy for a person who is entitled to vote on the Resolution, in accordance with the directions given to the Proxy to vote on the Resolution in that way; or

• b. the voter is the Chairman and the appointment of the Chairman as Proxy does not specify which way the Proxy is to vote on the Resolution and expressly authorises the Chairman to exercise the Proxy even if the Resolution is connected directly or indirectly with the remuneration of the KMP.

If you intend to appoint a member of the KMP (such as one of the Directors) as your Proxy, please ensure that you direct them how to vote on Resolution 3. If you intend to appoint the Chair as your Proxy, you can direct them how to vote on Resolution 3 or lodge an undirected Proxy, in which case you will be expressly authorising the Chair to vote your undirected Proxy on this Resolution even though it is connected, directly or indirectly, with remuneration of the KMP.

Responsible entity and associates not to vote if interested in Resolution

In addition, section 253E of the Corporations Act provides that the responsible entity of a managed investment scheme and its associates are not entitled to vote their interests on any resolutions of the Fund if they have an interest in the resolution other than as a member, unless the vote is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form.

With reference to this provision, and for good governance, GARDA Property Group has decided that the “treasury stock” held by GARDA Capital Trust will not be voted on any Resolution.

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GENERAL EXPLANATORY NOTES

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VOTING AT THE MEETING

A Securityholder who is entitled to vote may vote on the items of business to be considered at the Meeting either in person at the Meeting or by completing and returning the Proxy Form enclosed with this Notice of Meeting.

If you attend the Meeting, you will need to register at the registration desk upon arrival on the day of the Meeting. The registration desk will be open from 9:45am (AEST).

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VOTING ON A SHOW OF HANDS

On a show of hands, each Securityholder present in person, by attorney, by proxy or by an authorised representative at the Meeting shall have one vote. However, if more than one attorney, proxy or authorised representative is entitled to exercise votes of the Securityholder at the Meeting, on a show of hands, only one vote will count for that Securityholder (notwithstanding the number appointed).

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VOTING ON A POLL

A poll will be demanded on all Resolutions, in accordance with Recommendations 6.4 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4[th] Edition) .

On a poll, every Securityholder present in person or by attorney, proxy or authorised representative shall have:

• a. in the case of a resolution of GARDA Holdings Limited, one vote for each share held in the Company; and

• b. in the case of a resolution of GARDA Diversified Property Fund, one vote for each $1.00 of the value of the units held in the Fund.

VOTING BY PROXY

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A Securityholder who is entitled to vote at the Meeting has the right to appoint:

• a. one proxy if the Securityholder is only entitled to one vote; or

• b. one or two proxies if the Securityholder is entitled to more than one vote.

Where the Securityholder appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes, in which case any fraction of votes will be disregarded.

A proxy may be an individual or a body corporate and does not need to be a Securityholder. A body corporate appointed as a proxy may then nominate an individual to exercise its powers at the Meeting (see below).

Where a Securityholder nominates the Chair of the Meeting as their proxy but does not indicate their voting intention, the Chair will (subject to law) vote the proxy in favour of the Resolution.

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The Proxy Form and the original power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by Link Market Services (the registry for GARDA Property Group), by no later than 10:00am (AEST) on Tuesday 23 November 2021 .

The completed Proxy Form may be lodged: By mail: GARDA Property Group C/- Link Market Services Locked Bag A14 Sydney South NSW 1235 In person: Link Market Services Level 12 680 George Street Sydney NSW 2000	The completed Proxy Form may be lodged: By mail: GARDA Property Group C/- Link Market Services Locked Bag A14 Sydney South NSW 1235 In person: Link Market Services Level 12 680 George Street Sydney NSW 2000	The completed Proxy Form may be lodged: By mail: GARDA Property Group C/- Link Market Services Locked Bag A14 Sydney South NSW 1235 In person: Link Market Services Level 12 680 George Street Sydney NSW 2000
	By mail: GARDA Property Group C/- Link Market Services Locked Bag A14 Sydney South NSW 1235	In person: Link Market Services Level 12 680 George Street Sydney NSW 2000	By Facsimile: +61 2 9287 0309

Or online at www.linkmarketservices.com.au using the directions on the back of the Proxy Form.

CORPORATE REPRESENTATIVES

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A body corporate which is a Securityholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the Meeting. The appointment of the representative must comply with the requirements of sections 250D (for the meeting of the Company) and 253B (for the meeting of the Fund) of the Corporations Act. The representative must bring to the Meeting a properly executed ‘Certificate of Appointment of Corporate Representative’ or other document confirming its authority to act as the company's representative. Details on how to obtain one are on the reverse of the Proxy Form.

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RESOLUTION REQUIREMENTS

The consideration of the Annual Report and financial statements does not require a resolution.

Resolutions 1, 2 and 3 are ordinary resolutions and will be passed if more than 50 per cent of the votes cast by Securityholders (in person, by attorney, by Proxy or by authorised representative) entitled to vote on the Resolutions are in favour of the Resolution.

Resolution 2 is advisory only and does not bind the Directors or GARDA Property Group.

There are certain voting exclusions, which are detailed in the Explanatory Memorandum.

CHAIR

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In accordance with section 252S(1) of the Corporations Act and the Constitutions, the responsible entity of GARDA Diversified Property Fund and the Directors have appointed Matthew Madsen as Chair of the Meeting.[1]

1 Or, if Mr Madsen is unavailable, another Director appointed by GCL.

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VOTING ENTITLEMENTS

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In accordance with the Corporations Act, the Board has determined that a person’s entitlement to vote at the Meeting will be the entitlement of that person set out in the register of Securityholders as at 7.00pm Sydney time on Tuesday 23 November 2021 . Transfers of Stapled Securities registered after that time will be disregarded in determining entitlements to vote at the Meeting.

If more than one joint holder of Stapled Securities is present at the Meeting (whether personally, by Proxy, attorney or authorised representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

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QUESTIONS AND COMMENTS BY SECURITYHOLDERS AT THE MEETING

A reasonable opportunity will be given to Securityholders, as a whole, to ask questions or make comments on the Annual Report and financial statements at the Meeting and to ask questions about or make comments on the management of the GARDA Property Group.

Similarly, a reasonable opportunity will be given to Securityholders, as a whole, to ask the external Auditor questions relevant to:

• a. the conduct of the audit;

• b. the preparation and content of the Auditor’s report;

• c. the accounting policies adopted by GARDA Holdings Limited in relation to the preparation of its financial statements; and

• d. the independence of the Auditor in relation to the conduct of the audit.

Securityholders may also submit a written question to the external Auditor (via GARDA Holdings Limited) if the question is relevant to:

• a. the content of the Auditor’s report; or

• b. the conduct of its audit of the Annual Report for the financial year ended 30 June 2021.

A list of those relevant written questions to the external Auditor will be made available to Securityholders attending the Meeting. The Auditor will either answer the questions at the Meeting or table written answers at the Meeting. If written answers are tabled at the Meeting, they will be made available to Securityholders as soon as practicable after the Meeting.

Please send any relevant questions for the external Auditor to GARDA Property Group (attention: the Company Secretary) at:

our registered office:	GARDA Holdings Limited, Level 21, 12 Creek Street, Brisbane QLD 4000; or
by fax to:	+61 7 3002 5311

no later than 5.00pm (AEST) on Thursday 18 November 2021 .

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GLOSSARY

AEST means Australian Eastern Standard Time, without adjustment for daylight saving.

Annual General Meeting, AGM or Meeting means the annual general meeting of shareholders of GARDA Holdings Limited and general meeting of unitholders of the Fund to be held on Thursday 25 November 2021 pursuant to the Notice of Meeting.

Annual Report means the consolidated annual financial report for GARDA Property Group for the financial year ended 30 June 2021.

ASX Listing Rules means the listing rules of ASX from time to time.

ASX means ASX Limited ACN 008 624 691.

Auditor means the current auditor of GARDA Property Group, being Pitcher Partners.

Awards means the Awards that may be offered under the Equity Incentive Plan, including options, performance rights, Stapled Securities, cash rights and stock appreciation rights, as described in Attachment A.

Board or Directors means the board of directors of GARDA Holdings Limited and GCL as responsible entity for the Fund.

Chairman or Chair means the chairman of the Meeting.

Constitution means the constitution of GARDA Holdings Limited and/or the Fund, as context requires.

Corporations Act means the Corporations Act 2001 (Cth).

Equity Incentive Plan or Plan means the equity incentive plan of GARDA Property Group, as described in the Explanatory Memorandum and Attachment A.

Explanatory Memorandum means the explanatory memorandum in Section B of this document.

GARDA Capital Limited or GCL means GARDA Capital Limited ACN 095 039 366 in its capacity as responsible entity of the Fund unless otherwise expressly stated.

GARDA Diversified Property Fund or Fund means the GARDA Diversified Property Fund ARSN 104 391 273.

GARDA Holdings Limited or Company means GARDA Holdings Limited ACN 636 329 774.

GARDA Property Group or Group means GARDA Holdings Limited and GCL as responsible entity of GARDA Diversified Property Fund, including, as context requires, any of their respective controlled entities.

Group Member means any entity which forms part of GARDA Property Group.

KMP means key management personnel under the Corporations Act, as described in the Explanatory Memorandum.

Loan Funded Security Plan means the employee security plan of GARDA Property Group as approved at the meeting of Securityholders on 6 March 2020, pursuant to which participants have been provided loans to acquire Stapled Securities.

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

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Notice of Meeting or Notice means the notice of Annual General Meeting in Section A of this document, and incorporates the Explanatory Memorandum and Proxy From.

Proxy Form means the proxy form which is attached to the Notice.

Proxy means a proxy appointed by a Securityholder for the AGM under a validly received Proxy Form.

Remuneration Report means the remuneration report for the financial year ended 30 June 2021, set out on pages 16 to 22 of the Annual Report.

Resolutions means the resolutions set out in the Notice of Meeting to be considered by Securityholders at the AGM.

Securityholder means a holder of Stapled Securities.

Stapled Securities or Securities means the ordinary stapled securities comprising ordinary shares in the Company and ordinary units in the Fund, which are stapled on a one for one basis and trade on ASX under ticker code ‘GDF’.

In this document, the singular of any defined term includes the plural, and vice versa.

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ATTACHMENT A – SUMMARY OF EQUITY INCENTIVE PLAN (RESOLUTION 3)

Purpose	The equity incentive plan (Plan) is intended to assist in the reward, retention and motivation of Eligible Persons and further align their interests with the interests of Securityholders.
Administration	The Board of directors of GARDA Holdings Limited and board of directors of GARDA Capital Limited as responsible entity of GARDA Diversified Property Fund (Board) may administer the Plan in accordance with the Plan rules and otherwise as it determines from time to time in its absolute discretion. The Board may delegate its powers under the Plan.
Eligible Persons	An Eligible Person is a person who is a full-time or part-time employee, officer, director or consultant of a Group Member (or a person to whom an offer to participate in the Plan is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a full-time or part-time employee, officer, director or consultant of a Group Member) who is determined by the Board to be eligible for the purposes of the Plan. In certain circumstances, an Eligible Person may nominate an immediate family member or controlled entity to acquire the Awards under the Plan.
Offers of Awards	Offers may be for the following awards (Awards): 1. options, which are rights to be issued a Stapled Security upon payment of any applicable exercise price and satisfaction of any vesting and exercise conditions; 2. performance rights, which are rights to be issued a Stapled Security for nil exercise price following satisfaction of any vesting conditions; 3. deferred security award, which are Stapled Securities issued as part of or in addition to an Eligible Person’s remuneration; 4. exempt security awards, which are Stapled Securities issued for no consideration or at an issue price which is a discount to the market price, with the intent that up to $1,000 (or such other amount exempt from tax under the tax law from time to time) of the value or discount will be exempt from tax (Exempt Security Awards); 5. cash rights, which are rights to be issued a cash payment upon the satisfaction of vesting conditions; or 6. security appreciation rights, which are rights to receive Stapled Securities, cash, or a combination of both, based on any increase in the market price of Stapled Securities over a specified period. GARDA Property Group may, from time to time in its absolute discretion, offer and issue any combination of Awards to Eligible Persons (or their permitted nominees).
Terms of Awards	The Board has discretion to decide on the terms of Awards, allowing flexibility for a range of different remuneration and incentive outcomes. The particular terms of the Award are generally set out in the offer document given to the Eligible Persons (or their permitted nominees) under the Plan. Terms of an offer document may include the type and number of Awards, vesting conditions (if any), the amount payable for the Awards (if any), exercise conditions (if any), exercise price (if any), and other terms determined by the Board. The Board may set different terms and conditions for different participants in the Plan.
Loans	A Group Member may make a loan to an Eligible Person for the acquisition of Awards (or Securities) under the Plan, on terms determined by the Board (including in respect of any security for the loan). This would typically be set out in the offer document.
Vesting conditions	Awards may be subject to performance-based, time-based or other vesting conditions. As noted above, vesting conditions will normally be contained in the offer document given under the Plan. However, in the case of options and performance rights, the Plan also contains default vesting conditions in the event that no such conditions are set out in (or expressly excluded by) the relevant offer. Under these default vesting conditions, such

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	Awards vest in equal one-third tranches on the first, second, and third anniversaries of the grant date, but only if the participant either remains employed or engaged with the Group on the vesting date, or ceased to be so employed or engaged before the applicable vesting date in circumstances where the person was a “good leaver” (i.e. total or permanent disablement, death or other circumstances determined by the Board to justify the person being a good leaver) (Good Leaver). Depending on the terms of the offer document and nature of the Award, vested Awards are typically either exercised automatically or become exercisable (in each case provided that any exercise conditions are satisfied and any exercise price is paid).
Expiry date	Awards may be issued with an expiry date. Unless otherwise specified in the offer document, the expiry date will be five years after the date of grant.
Lapse/forfeiture of Awards	The Plan contains provisions which specify that Awards (excluding Exempt Security Awards), subject to the offer document, may be forfeited or lapse upon determination of the Board where: 1. the vesting conditions of the relevant Awards are not satisfied by the expiry date, or the Board determines they are incapable of being satisfied by the expiry date; 2. the participant ceases to be employed or engaged by the Group. However, see below regarding Good Leavers; 3. a circumstance in the offer document occurs or is reasonably likely to occur; 4. the participant becomes insolvent; 5. the participant and the Board agree to cancel the Awards (for consideration or otherwise); 6. the participant breaches (without remedy) the obligations that are owed to the Group in respect of the Plan; 7. the participant’s permitted nominee has undergone a change of control without the prior written consent of the Board; or 8. the Awards are not exercised before the applicable expiry date. Where a participant becomes a Good Leaver, they would typically retain vested Awards, and unvested Awards may be pro-rated, cancelled or otherwise adjusted as determined by the Board (such as by reference to the participant’s length of service). Forfeited Awards either lapse or will be compulsorily divested in any manner and on terms determined by the Board (which may include a buy-back and cancellation, or transfer).
Clawback of Awards	GARDA Property Group may claw back Awards, or the cash value of Awards, or cause Awards to lapse, in certain circumstances where they have vested or been paid/provided to a participant in error (for example, if an error is made regarding satisfaction of any applicable vesting conditions). In addition, the Plan also contains provisions which provide the Board with the ability to deal with Awards (or Stapled Securities issued on exercise of the Awards) and/or impose claw-back requirements in the event of certain fraudulent or dishonest actions or breach of obligations owed to the Group by a participant, to ensure that no benefit is obtained by the participant as a result of such actions.
Adjustments of Awards	Where an Award carries an entitlement to Stapled Securities upon exercise (e.g. options and performance rights), the Plan provides that Awards will be adjusted to reflect certain corporate actions, such as bonus issues and reorganisations of capital.
Issue, allocation or acquisition of Securities	Subject to applicable laws, Stapled Securities to be delivered to participants under the Plan (including upon exercise of vested Awards) may be issued by GARDA Property Group, acquired on or off market and transferred, and/or allocated within an employee securities trust.
Disposal restriction	Subject to applicable laws and the ASX Listing Rules, Awards may not be sold, transferred, encumbered or otherwise dealt during the restriction period in the Plan rules or relevant offer document. The Board may waive or amend these requirements in accordance with the Plan rules (e.g. severe financial hardship). If specified in the offer document, a restriction period may also apply to Stapled Securities acquired on exercise of Awards.

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	GARDA Property Group may instruct its share registry to apply a holding lock to any Stapled Securities subject to disposal restrictions.
Prohibition on hedging	The Plan prohibits participants from entering into any transactions for the purpose of hedging their economic exposure to an Award.
Rights of Awards	Awards will not carry any rights to attend or vote at meetings or receive dividends or distributions, except as set out in the offer document (for instance, Awards that are Stapled Securities may carry some or all of these entitlements). Awards will not be quoted on the ASX, unless otherwise determined by the Board or required by the ASX Listing Rules. Stapled Securities issued under the Plan will rank equally in all respects with existing Stapled Securities from the date of allotment.
Change of control	The Board will have the absolute discretion to determine the manner in which Awards (whether vested or unvested) will be dealt with upon a change of control event (e.g. a takeover bid for more than 50 per cent of the issued Stapled Securities that is or becomes unconditional, or a scheme of arrangement, trust scheme, selective capital reduction or other transaction is approved which has a similar effect, or another specified control transaction occurs), subject to applicable law and the ASX Listing Rules. In the case of options, if there is a takeover bid for GARDA Property Group, or another transaction having a similar effect to a takeover, any vested options lapse automatically if they are not exercised within a specified period after the takeover bid or other transaction becomes unconditional or is approved by securityholders (as the case may be).
Board powers and discretions	In addition to setting the terms of offers (including determination of vesting conditions), the Board has a range of other discretionary powers under the Plan, including to: 1. pay out security-settled Awards in cash; 2. waive any vesting conditions and/or exercise conditions; 3. determine whether to exercise rights to forfeit Awards in the circumstances described above; 4. determine when a person is a Good Leaver; 5. decide how to deal with unvested, unexercised or restricted Awards if there is a change of control event; and 6. decide to use a trust or other mechanism for the purposes of holding Stapled Securities for participants under the Plan and/or delivering Stapled Securities to participants upon exercise of the Awards.
Amendment	GARDA Property Group may amend all or any provisions of the Plan rules, or amend or waive the Plan rules as they apply to a particular participant, at any time in any manner it thinks fit in its absolute discretion. However, with some exceptions, the Board must obtain the consent of the relevant participants for an such amendments that materially reduce the rights of participants in respect of their participation in the Plan, the Awards granted or the Stapled Securities issued or transferred on exercise of an Award prior to the date of the amendment.
Termination	The Plan may, subject to the ASX Listing Rules, be suspended or terminated at any time by the Board. In the event of any such termination, the Plan rules would continue to operate with respect to any Awards issued or transferred under the Plan prior to that termination.
Taxes	A Group Member (or trustee appointed under the Plan rules) will have the power to withhold from amounts otherwise owing to the participant an amount sufficient to satisfy tax or social security contributions (in any jurisdiction) for which a Participant may be liable, or otherwise make arrangements with the participant for them to pay the relevant amounts.
ASIC relief	The Plan contains provisions to allow GARDA Property Group to make offers of Awards in reliance on ASIC Class Order 14/1000 (or any amendment to or replacement of that Class Order) where required. To the extent relied upon, the ASIC Class Order imposes additional restrictions on the offers, and limits the number of Awards that may be issued in reliance upon that relief.
Governing Law	The laws of Queensland apply to the Plan.

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

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GARDA Property Group Comprising: GARDA Holdings Limited ACN 636 329 774; and GARDA Capital Limited ACN 095 039 366 as responsible entity of the GARDA Diversified Property Fund ARSN 104 391 273

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au BY MAIL  GARDA Property Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX 02 9287 0309  BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 554 474

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of GARDA Property Group and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of GARDA Property Group to be held at 10:00am (AEST) on Thursday, 25 November 2021 at Dexus Place, Level 31, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolutions 2 and 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 2 and 3, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel ( KMP ) of Garda Property Group.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by GARDA Property Group if they are signed and received no later than 48 hours before the Meeting.

Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 Re-election of director – Mr. Morgan Parker

2 Adoption of Remuneration Report

3 Approval of Equity Incentive Plan

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 * 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.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

GDF PRX2101C

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on GARDA Property Group’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a securityholder of GARDA Property Group.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning GARDA Property Group’s security registry or you may copy this form and return them both together.

To appoint a second proxy you must:

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEST) on Tuesday, 23 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE 

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MAIL 

GARDA Property Group

• C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

• +61 2 9287 0309

 BY HAND

delivering it to Link Market Services Limited* Level 12

680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from GARDA Property Group’s security registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.