GARDA PROPERTY GROUP — Capital/Financing Update 2017

Nov 12, 2017

==> picture [57 x 56] intentionally omitted <==

==> picture [190 x 56] intentionally omitted <==

GARDA CAPITAL LIMITED ACN 095 039 366

AS THE RESPONSIBLE ENTITY OF

GARDA DIVERSIFIED PROPERTY FUND (GDF)

ARSN 104 391 273

ENTITLEMENT OFFER INFORMATION BOOKLET

==> picture [104 x 104] intentionally omitted <==

Details of a 1 for 4.3 fully underwritten pro rata nonrenounceable entitlement offer at $1.15 per Unit to raise approximately $30 million before Entitlement Offer Costs.

Last date for acceptance and payment: 5.00 pm (AEST) on 13 December 2017

If you are an Eligible Unitholder, this is an important document that requires your immediate attention. It should be read in its entirety. If, after reading this document you have any questions about the securities being offered for issue under it or any other matter, you should contact your stockbroker, solicitor, accountant or other professional adviser.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

==> picture [110 x 36] intentionally omitted <==

==> picture [110 x 32] intentionally omitted <==

==> picture [61 x 60] intentionally omitted <==

Underwriter

Legal Adviser

IMPORTANT NOTICES

This Information Booklet is issued by Garda Capital Limited ACN 095 039 366 (Responsible Entity) as the responsible entity of the Garda Diversified Property Fund ARSN 104 391 273 (GDF or Fund) and is dated 13 November 2017. Capitalised terms in this section have the meaning given to them in this Information Booklet.

This Information Booklet is important and should be read in its entirety before deciding to participate in the Entitlement Offer.

Neither this Information Booklet nor the Entitlement and Acceptance Form is a product disclosure statement under the Corporations Act. They are not required to be, and will not be, lodged with ASIC.

The Entitlement Offer is being made without a product disclosure statement in accordance with Section 1012DAA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84. This Information Booklet does not contain all of the information which a prospective investor may require to make an informed investment decision. The information in this Information Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

The Information Booklet should be read in conjunction with GDF’s continuous disclosure announcements made to the ASX available at www.asx.com.au. The Responsible Entity may make additional announcements after the date of this Information Booklet and throughout the period that the Entitlement Offer is open that may be relevant to your consideration about whether you should participate in the Entitlement Offer.

No party other than the Responsible Entity has authorised or caused the issue of this Information Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information Booklet.

The Underwriter has not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Information Booklet and does not make or purport to make any statement in this Information Booklet and there is no statement in this Information Booklet which is based on any statement by the Underwriter. The Underwriter and its affiliates, officers and employees, to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this Information Booklet or any action taken by you on the basis of the information contained in this Information Booklet and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Information Booklet.

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

No overseas offering

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

No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Units, or otherwise permit the public offering of the New Units, in any jurisdiction outside Australia or New Zealand.

The distribution of this Information Booklet (including an electronic

copy) outside Australia or New Zealand, is restricted by law. If you come into possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

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

New Zealand

The New Units are not being offered or sold to the public within New Zealand other than to existing unitholders of GDF with registered addresses in New Zealand to whom the offer of New Units is being made in reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision. The usual rules do not apply to offers made pursuant to the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand). As a result, you may not be given all the information usually required.

This offer is not a regulated offer under New Zealand law, nor is this document a product disclosure statement under New Zealand law. This document has not been registered, filed with or approved by a New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand).

United States disclaimer

None of the information in this Information Booklet or the accompanying Entitlement and Acceptance Form constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any persons acting for the account or benefit of any person in the United States. Neither this Information Booklet (or any part of it), the accompanying ASX announcement nor the accompanying Entitlement and Acceptance Form may be released or distributed directly or indirectly, to persons in the United States.

Neither the Entitlements to purchase New Units pursuant to the offer described in this Information Booklet nor the New Units have been, or will be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons (including nominees or custodians) who are acting for the account or benefit of a person in the United States, and the New Units may not be offered, sold or resold in the United States or to, or for the account or benefit of, a person in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable securities laws of any state or other jurisdiction in the United States.

Definitions, currency and time

Defined terms used in this Information Booklet are contained in section 5. All references to currency are to Australian dollars and all references to time are to Australian Eastern Standard Time (AEST) time, unless otherwise indicated.

Taxation

There will be tax implications associated with participating in the Entitlement Offer and receiving New Units. The Responsible Entity considers that it is not appropriate to give advice regarding the tax consequences of subscribing for New Unit or dealing with Entitlements under this Information Booklet or the subsequent disposal of any New Units. The Responsible Entity recommends that

2 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

you consult your professional tax adviser in connection with the Entitlement Offer. The Legal Adviser has not authorised, permitted or caused the issue of this Information Booklet.

Privacy

The Responsible Entity collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s unitholding in GDF.

By submitting an Entitlement and Acceptance Form, you will be providing personal information to the Responsible Entity (directly or through the Registry). The Responsible Entity collects, holds and will use that information to assess your Application. The Responsible Entity collects your personal information to process and administer your unitholding in the Fund and to provide related services to you. The Responsible Entity may disclose your personal information for purposes related to your unitholding in the Fund, including to the Registry, the Responsible Entity’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that the Responsible Entity holds about you, and correct and update such personal information. To make a request for access to or to correct or update your personal information held by (or on behalf of) the Responsible Entity, please contact the Responsible Entity through the Registry.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the Entitlement and Acceptance Form, the Responsible Entity may not be able to accept or process your Application.

Governing law

This Information Booklet, the Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law applicable in Queensland, Australia. Each Applicant submits to the exclusive jurisdiction of the courts of Queensland, Australia.

No representations

No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Information Booklet. Any information or representation in connection with the Entitlement Offer not contained in the Information Booklet may not be relied upon as having been authorised by the Responsible Entity or any of its officers.

or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, such forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of the Responsible Entity. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Information Booklet in light of those disclosures.

To the maximum extent permitted by law, the Responsible Entity and its Directors, officers, employees, advisers, agents and intermediaries disclaim any obligations or undertaking to release any updates or revisions to the information to reflect any changes in expectations or assumptions.

Financial information

All currency amounts in this Information Booklet are in Australian dollars unless otherwise stated.

Trading New Units

The Responsible Entity and the Underwriter and each of their directors, officers, employees, agents and consultants will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Units they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by the Responsible Entity or the Registry or otherwise, or who otherwise trade or purport to trade New Units in error or which they do not hold or are not entitled to.

If you are in doubt as to these matters, you should first consult with your financial or other professional advisor.

Risks

Refer to the ‘Risks’ section of the Investor Presentation included in section 4 of this Information Booklet for a summary of general and specific risk factors that may affect GDF. You should consider these risk factors carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Entitlement Offer.

No cooling-off rights

Cooling-off rights do not apply to an investment under the Entitlement Offer. You cannot withdraw your application once it has been accepted.

Past Performance

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

Future performance

This Information Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of GDF and certain plans and objectives of the management of GDF. These forward-looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither the Responsible Entity, nor any other person, gives any representation, warranty, assurance

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 3

CHAIRMAN’S LETTER

13 November 2017

Dear Unitholder,

I am pleased to write to you, as a unitholder of Garda Diversified Property Fund ( GDF ), and offer you the opportunity to participate in GDF’s recently announced fully underwritten 1 for 4.3 non-renounceable entitlement offer of new ordinary units in GDF ( New Units ) at an issue price of $1.15 per New Unit ( Offer Price ).

On 13 November 2017, GDF announced its intention to raise approximately $30 million through a fully underwritten 1 for 4.3 non-renounceable entitlement offer ( Entitlement Offer ). The Entitlement Offer is an offer to Eligible Unitholders.

The Offer Price of $1.15 per New Unit represents a discount of:

• 5.0% discount to net tangible assets of $1.21;

• 4.2% to the last traded price of GDF’s Units on 10 November 2017 of $1.20;

• 6.2% to the previous five day volume weighted average price ( VWAP ) of GDF’s Units up to and including 10 November 2017 of $1.226; and

• 3.4% to the theoretical ex-rights price ( TERP ) of $1.191[1] .

The proceeds of the Entitlement Offer will be applied principally to temporary debt reduction. The Fund’s debt facilities will be available for redraw in connection with the Fund’s current acquisitions and projects, including the new Botanicca 9 project outlined in the Investor Presentation, and other recent acquisitions within the GDF property portfolio. Further details regarding use of proceeds are set out in section 1.7 of this Information Booklet.

The number of new Units you are entitled to subscribe for under the Entitlement Offer (Entitlement) is set out in your personalised Entitlement and Acceptance Form that is enclosed in this Information Booklet. If you take up your Entitlement, you can also apply for additional Units under a ‘top-up’ facility (refer to sections 1.3 and 2.2 of this Information Booklet for more information).

The Entitlement Offer is non-renounceable and therefore your entitlements will not be tradable on the ASX or otherwise transferable. I encourage you to consider this offer carefully.

The Entitlement Offer is fully underwritten by Morgans Corporate Limited, subject to the terms of an Underwriting Agreement. The Entitlement Offer is supported by GARDA Capital Group (ASX: GCM) who currently holds (through GARDA Capital Trust) approximately 10 million Existing Units and has indicated its intent to take up its full Entitlement. Among other institutional and sophisticated investors that have also made commitments, GARDA Capital Trust (which is part of the stapled entity, GARDA Capital Group) has agreed to priority sub-underwrite up to approximately 6.4 million New Units. Further information regarding the underwriting and sub-underwriting arrangements is set out in section 1.4 of this Information Booklet.

Other Information

This Information Booklet contains important information, including:

• the investor presentation contained in section 4, which was released to the ASX on 13 November 2017, and provides information on GDF, the Entitlement Offer and key risks for you to consider;

• instructions on how to apply, detailing how to take up all or part of your Entitlement under the Entitlement Offer (if you choose to do so), and a timetable of key dates; and

• a personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions.

1 The theoretical ex-rights price (TERP) is the theoretical price at which Units should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Units trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to the last traded price of $1.20 on 10 November 2017, on a cum-distribution basis and assuming 100% take-up of the Entitlement Offer. Potential investors should also consider that Units will trade ex a distribution of 2.25 cents on Monday, 18 December 2017 which is prior to the issue and allotment of New Units under the Entitlement Offer.

4 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

The Entitlement Offer closes at 5pm (AEST) on Wednesday, 13 December 2017.

Please read in full the details on how to submit your application set out in this Information Booklet. For further information regarding the Entitlement Offer, please call the Responsible Entity on 1300 889 100 between 9:00am to 5:00pm (AEST) Monday to Friday, or visit the website at www.gardacapital.com.au.

You should also consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer.

On behalf of the board of the Responsible Entity, I encourage you to consider this investment opportunity and thank you for your ongoing support.

Yours faithfully

==> picture [136 x 39] intentionally omitted <==

Matthew Madsen

Chairman

GARDA Capital Limited

as responsible entity for the GARDA Diversified Property Fund

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 5

SUMMARY OF ENTITLEMENT OFFER

ENTITLEMENT OFFER

Ratio	1 New Unit for every 4.3 Existing Units
Ofer Price	$1.15 per New Unit
Size	Approximately 26.1 million New Units
Total gross proceeds	Approximately $30 million

6 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

KEY DATES

==> picture [483 x 26] intentionally omitted <==

----- Start of picture text -----

ACTIVITY DATE
----- End of picture text -----

Announcement of Entitlement Ofer	Monday, 13 November 2017
Ex-date	Thursday, 16 November 2017
Record Date for Entitlement Ofer (7pm AEST)	Friday, 17 November 2017
Entitlement Ofer opens
Information Booklet and Entitlement and Acceptance Form despatched to Eligible	Tuesday, 21 November 2017
Unitholders
Last date to extend the closing date for the Entitlement Ofer	Friday, 8 December 2017
Closing date for acceptances under Entitlement Ofer (5pm AEST)	Wednesday, 13 December 2017
Announcement of results of Entitlement Ofer and notifcation of any shortfall	Monday, 18 December 2017
Distribution Ex Date	Monday, 18 December 2017
Distribution record date	Tuesday, 19 December 2017
Settlement of Entitlement Ofer	Tuesday, 19 December 2017
Allotment of New Units	Wednesday, 20 December 2017
Quotation of New Units issued under the Entitlement Ofer and trading commences on a normal basis	Thursday, 21 December 2017
Despatch of holding statements for New Units issued under the Entitlement Ofer	Friday, 22 December 2017

Note: Australian Eastern Standard Time ( AEST ) is the time applicable in Brisbane, Queensland.

This Timetable is indicative only and subject to change. The Responsible Entity may vary these dates in conjunction with the Underwriter, subject to the Listing Rules. Any variation or extension to the Timetable may delay the anticipated date for issue of the New Units.

You cannot, in most circumstances, withdraw an application once it has been lodged. No cooling off rights apply to the Entitlement Offer.

The Responsible Entity also reserves the right not to proceed with the whole or part of the Entitlement Offer any time prior to allotment and issue of the New Units. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants.

ENQUIRIES

For any enquiries or if you have lost your Entitlement and Acceptance Form and would like a replacement form, please contact the Responsible Entity on 1300 889 100 (inside Australia) between 9:00am to 5:00pm (Brisbane time) Monday to Friday. Alternatively, contact your stockbroker, solicitor, accountant or other professional adviser.

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 7

TABLE OF CONTENTS

	SUMMARY OF ENTITLEMENT OFFER .......................................................................................................................................................6
	KEY DATES ...........................................................................................................................................................................................................7
	ENQUIRIES ..........................................................................................................................................................................................................7
1.	DESCRIPTION AND EFFECT OF THE ENTITLEMENT OFFER ........................................................................................................ 10
1.1	OVERVIEW ........................................................................................................................................................................................................10
1.2	ENTITLEMENT OFFER ...................................................................................................................................................................................10
1.3	TOP UP FACILITY .............................................................................................................................................................................................10
1.4	UNDERWRITING AND SUB-UNDERWRITING ......................................................................................................................................11
1.5	SHORTFALL FACILITY ....................................................................................................................................................................................11
1.6	ELIGIBILITY OF UNITHOLDERS ..................................................................................................................................................................11
1.7	USE OF FUNDS ................................................................................................................................................................................................12
1.8	CAPITAL STRUCTURE ....................................................................................................................................................................................12
1.9	EFFECT ON GDF’S FINANCIAL POSITION ............................................................................................................................................12
1.10	RISKS ...................................................................................................................................................................................................................12
1.11	NO MINIMUM SUBSCRIPTION ..................................................................................................................................................................13
1.12	RANKING OF NEW UNITS ...........................................................................................................................................................................13
1.13	ALLOTMENT ......................................................................................................................................................................................................13
1.14	BROKERAGE OR STAMP DUTY ..................................................................................................................................................................13
1.15	INFORMATION AVAILABILITY AND UNITHOLDER ENQUIRIES ..................................................................................................13
2.	HOW TO APPLY ................................................................................................................................................................................................14
2.1	UNITHOLDER’S CHOICES ...........................................................................................................................................................................14
2.2	TAKING UP ALL OF YOUR ENTITLEMENT AND PARTICIPATING IN THE TOP UP FACILITY ...............................................15
2.3	TAKING UP PART OF YOUR ENTITLEMENT AND ALLOWING THE BALANCE TO LAPSE ....................................................15
2.4	ALLOW YOUR ENTITLEMENT TO LAPSE ................................................................................................................................................15
2.5	CONSEQUENCES OF NOT ACCEPTING YOUR ENTITLEMENT ....................................................................................................15
2.6	PAYMENT............................................................................................................................................................................................................15
2.7	ENTITLEMENT AND ACCEPTANCE FORM IS BINDING ...................................................................................................................16
2.8	NOTICE TO NOMINEES AND CUSTODIANS ........................................................................................................................................16

8 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

3.	ADDITIONAL INFORMATION .................................................................................................................................................................... 17
3.1	RIGHTS ATTACHING TO NEW UNITS ...................................................................................................................................................... 17
3.2	INTERESTS OF DIRECTORS ........................................................................................................................................................................ 17
3.3	ASX QUOTATION ............................................................................................................................................................................................ 17
3.4	ALLOTMENT AND DESPATCH OF HOLDING STATEMENTS ........................................................................................................... 17
3.5	CHESS ................................................................................................................................................................................................................. 17
3.6	TAXATION .......................................................................................................................................................................................................... 17
3.7	WITHDRAWAL OF THE ENTITLEMENT OFFER .................................................................................................................................... 17
3.8	ENQUIRIES ........................................................................................................................................................................................................ 17
4.	ANNEXURE A – ASX ANNOUNCEMENT ................................................................................................................................................18
5.	ANNEXURE B – INVESTOR PRESENTATION ........................................................................................................................................21
6.	DEFINITIONS ....................................................................................................................................................................................................37
7.	CORPORATE INFORMATION ................................................................................................................................................................... 39

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 9

01

DESCRIPTION AND EFFECT OF THE ENTITLEMENT OFFER

1.1 OVERVIEW

The Entitlement Offer is a fully underwritten pro rata non-renounceable offer of approximately 26.1 million New Units at $1.15 per New Unit to raise approximately $30 million (before Entitlement Offer Costs).

The number of New Units to which you are entitled is shown in the accompanying Entitlement and Acceptance Form. You can subscribe for all, or part, of your Entitlement to New Units. Refer to section 1.2 for more details of the Entitlement Offer.

Any New Units not taken up by the Closing Date may be made available to Eligible Unitholders who have already taken up their full Entitlement, under a Top-Up Facility. Refer to section 1.3 for more details of the Top-Up Facility.

Any New Units not taken up by Eligible Unitholders under the Entitlement Offer are expected to be allotted under the Top-Up Facility or in accordance with the underwriting and sub-underwriting arrangements described in section 1.4.

The proceeds of the Entitlement Offer will be applied principally to repay debt facilities. These facilities will be available for redraw in connection with the Fund’s current acquisitions and projects, including Botanicca 9 and other recent acquisitions within the GDF property portfolio. Further uses are described in section 1.7.

1.2 ENTITLEMENT OFFER

The Entitlement Offer constitutes an offer to Eligible Unitholders only. Eligibility requirements are set out in section 1.6.

Eligible Unitholders who are on GDF’s register on the Record Date are entitled to acquire 1 New Unit for every 4.3 Units held on the Record Date ( Entitlement ). The Issue Price of $1.15 per New Unit represents a discount of 6.2% to the VWAP of GDF’s Units traded on the ASX over the five days up to and including 10 November 2017. Fractional Entitlements will be rounded up to the nearest whole number of New Units.

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

An Entitlement and Acceptance Form setting out your Entitlement accompanies this Information Booklet. Eligible Unitholders may subscribe for all or part of their Entitlement.

The Responsible Entity, in consultation with the Underwriter, reserves the right to determine whether a unitholder is an Eligible Unitholder or an Ineligible Unitholder.

Eligible Unitholders should be aware that an investment in GDF involves risks. The key risks identified by the Responsible Entity are described in the Investor Presentation in section 4.

The Entitlement Offer is fully underwritten to raise approximately $30 million (before Entitlement Offer Costs).

1.3 TOP UP FACILITY

Eligible Unitholders may subscribe for all or part of their Entitlement.

Any New Units not taken up by the Closing Date may be made available to those Eligible Unitholders who took up their full Entitlement and applied for additional New Units under the Top Up Facility in accordance with the procedure set out in section 2.2.

There is no guarantee that such Unitholders will receive the number of New Units applied for under the Top Up Facility, or any. The number of New Units available under the Top Up Facility will not exceed the shortfall from the Entitlement Offer.

The Responsible Entity, in consultation with the Underwriter, shall determine an appropriate allotment and scaling policy (including allocations under the Top Up Facility) and the directors reserve the right to allot and issue New Units under the Top Up Facility at their discretion.

Allocations will be made in such a way that the provisions of the Listing Rules and the Corporations Act, and in particular the takeovers prohibitions in Chapter 6 of the Corporations Act, are complied with.

10 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

1.4 UNDERWRITING AND SUB-UNDERWRITING

Morgans Corporate Limited has been appointed as Underwriter in respect of the Entitlement Offer. The Underwriter has agreed to underwrite the full amount of the Entitlement Offer on the terms set out in the Underwriting Agreement. Customary with these types of arrangements:

• (a) the Underwriting Agreement and the Underwriter’s obligation to underwrite the Entitlement Offer is conditional on certain customary matters, including the Responsible Entity delivering certain certificates, sign-offs and opinions;

• (b) the Underwriting Agreement includes a number of termination events, including market related termination events in respect of a 10% or more fall in the S&P All Ordinaries Index. The Underwriting Agreement may also be terminated if GARDA Capital Trust were to breach, withdraw or materially amend the terms of its commitment to participate in the Entitlement Offer and act as priority sub-underwriter;

• (c) the Underwriter will receive:

• (i) an underwriting fee of 2.0% of the proceeds of the Entitlement Offer;

• (ii) a management fee of 1.0% of the proceeds of the Entitlement Offer reduced to reflect funding commitments of GARDA Capital Trust;

• (iii) reimbursement for their reasonably incurred costs in connection with the Entitlement Offer, including legal fees (up to an agreed cap) and disbursements, costs incurred in connection with roadshow and investor presentations, CHESS DvP settlement costs and stamp duty or similar taxes payable in respect of the Underwriting Agreement; and

• (d) subject to certain limitations, the Responsible Entity has agreed to indemnify the Underwriter, its related bodies corporate, and their respective officers, employees, agents and advisers (each an Indemnified Party) from and against all losses directly or indirectly incurred or suffered by an Indemnified Party in connection with the Entitlement Offer or the Underwriting Agreement.

The Underwriter has discretion to appoint sub-underwriters. The Underwriter has advised the Responsible Entity that the Underwriter has entered into priority sub-underwriting arrangements with various institutional and sophisticated investors, including the Fund’s largest Unitholder, GARDA Capital Trust. GARDA Capital Trust is a related party of the Fund. GARDA Capital Trust has agreed to priority sub-underwrite up to approximately 6.4 million New Units, which if fulfilled in its entirety would increase its voting power to a maximum of approximately 13.5% (taking into account GARDA Capital Trust’s Entitlement). GARDA Capital Trust will receive from the Underwriter a sub-underwriting fee equal to 2.0% of its sub-underwriting contribution.

For information on the effect of the Entitlement Offer on the control of the Fund, refer to the cleansing notice issued by the Responsible Entity under section 1012DAA(2)(f) of the Corporations Act on 13 November 2017.

1.5 SHORTFALL FACILITY

A shortfall may arise if applications received for New Units under the Entitlement Offer (including after any allocation of Top-Up Shares under the Top Up Facility) are less than the number of New Units offered, and the Underwriters or any sub-underwriters do not acquire that shortfall under the Underwriting Agreement or any sub-underwriting agreement.

The Directors reserve the right, subject to the requirements of the Listing Rules and the Corporations Act, to place Shortfall Units within three months after the Closing Date to either existing or new Unitholders at their discretion. If issued, Shortfall Units will be issued at a price not less than the Offer Price of New Units under the Entitlement Offer. Unitholders will not receive any payment or value for the Entitlements not taken up under the Entitlement Offer that are subsequently taken up as Shortfall Units.

1.6 ELIGIBILITY OF UNITHOLDERS

The Entitlement Offer is being offered to all Eligible Unitholders.

Eligible Unitholders are Unitholders on the Record Date who:

• (a) have a registered address in Australia or New Zealand or that the Responsible Entity has otherwise determined is eligible to participate;

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 11

• (b) are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States; and

• (c) are eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a product disclosure document to be lodged or registered.

The Entitlement Offer is not being extended to the Ineligible Unitholders because of the small number of such Unitholders, the number and value of the Units they hold and the cost of complying with applicable regulations in jurisdictions outside Australia and New Zealand.

The Responsible Entity, in consultation with the Underwriter, reserves the right to determine whether a Unitholder is an Eligible Unitholder or an Ineligible Unitholder.

1.7 USE OF FUNDS

At the date of this Information Booklet, the Responsible Entity intends to apply the funds raised from the Entitlement Offer (being approximately $30 million before Entitlement Offer Costs) towards:

• (a) short term reduction of the Fund’s debt. These facilities will be available for redraw in connection with the Fund’s current acquisitions and projects;

• (b) the acquisition of and associated expenditure in respect of Botanicca 9. Details of the Botanicca 9 acquisition and construction are contained in the Investor Presentation included in this Information Booklet in section 4; and

• (c) the payment of Entitlement Offer Costs.

Details of announced acquisitions and the Fund’s capital management are set out in the Investor Presentation. By way of summary, this includes site acquisitions and construction of the property at 588 Swan Street, Richmond (Melbourne) ( Botanicca 9 ) (as announced to ASX on 10 November 2017) and two other sites at Pinkenba and Wacol which were announced earlier this year.

The proposed use of funds described above is a statement of current intentions and the Directors reserve the right to vary the way funds are applied at any time.

1.8 CAPITAL STRUCTURE

Subject to rounding up of fractional Entitlements, the capital structure of GDF following the issue of New Units is expected to be as follows:

EXISTING UNITS ON ISSUE AT THE DATE OF THIS INFORMATION BOOKLET	112,322,972
NEW UNITS TO BE ISSUED UNDER THE ENTITLEMENT OFFER	26,121,622
UNITS ON ISSUE AFTER ISSUE OF NEW UNITS UNDER THE ENTITLEMENT OFFER	138,444,594
AMOUNT TO BE RAISED UNDER THE ENTITLEMENT OFFER (BEFORE ENTITLEMENT OFFER COSTS)	Approximately $30 million

1.9 EFFECT ON GDF’S FINANCIAL POSITION

The balance sheet of GDF as at 30 June 2017 and a pro-forma balance sheet assuming the total funds raised under the Entitlement Offer is $30 million and completion of the Acquisitions have been set out in the Investor Presentation lodged with the ASX on 13 November 2017 (and included in this Information Booklet in section 4).

1.10 RISKS

Any investment in New Units carries certain risks. In addition to the general risks applicable to all investments in listed securities, GDF is subject to a number of specific risk factors which may affect or have an adverse impact on the Fund.

A summary of such general and specific risk factors has been set out in the ‘Risks’ section of the Investor Presentation (and included in this Information Booklet in section 4). Unitholders should be aware that the risks identified in the Investor Presentation are not necessarily exhaustive of all risks relating to an investment in GDF or the Entitlement Offer and accordingly an investment in GDF should be considered speculative.

12 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

In particular, key risks that Unitholders should consider include the following:

• (a) existing projects at Pinkenba, Wacol and Botanicca 9 are subject to construction risk. GDF may undertake further construction in the future. Construction costs are influenced by factors outside of the control of the Responsible Entity and may exceed budgeted costs and contingencies. There is also risk of contractor default;

• (b) each of the existing projects at Pinkenba and Wacol have signed long term leases and will be fully occupied at completion of construction. Botanicca 9 currently has no pre commitments or leases in place, and there is a risk that this building may remain partially or fully unoccupied following completion of construction, which may negatively affect the financial performance of GDF; and

• (c) tenants (or prospective tenants) may default on their lease (or pre-lease) obligations, resulting in potential capital losses and/or a reduction in income to the Fund. Default or termination of a key tenant, particularly if that tenancy remains vacant, may negatively affect the core metrics (such as distributions and occupancy).

The Directors recommend that all Unitholders review these risk factors set out in the Investor Presentation in full and consult their own stockbroker, solicitor, accountant or other professional adviser to evaluate the potential impact of such risks and whether or not to participate in the Entitlement Offer.

1.11 NO MINIMUM SUBSCRIPTION

There is no minimum subscription amount.

1.12 RANKING OF NEW UNITS

The New Units issued under the Entitlement Offer will be fully paid and rank equally with Existing Units. The New Units will not be eligible to receive the distribution for the quarter ending 31 December 2017 which is expected to be approximately 2.25 cents per Unit.

1.13 ALLOTMENT

It is expected that allotment of the New Units under the Entitlement Offer will take place no more than five Business Days after the close of the Entitlement Offer.

Application Monies will be held by the Responsible Entity on trust for Applicants until the New Units are allotted. No interest will be paid on Application Monies.

It is the responsibility of Applicants to determine the number of New Units allotted and issued to them prior to trading in the New Units. The sale by an Applicant of New Units prior to receiving their holding statement is at the Applicant’s own risk.

The Responsible Entity will make an application within seven days from the date of this Entitlement Offer for quotation of the New Units on ASX. Trading of New Units will, subject to ASX approval, occur shortly after allotment.

1.14 BROKERAGE OR STAMP DUTY

No brokerage or stamp duty will be payable by Applicants.

1.15 INFORMATION AVAILABILITY AND UNITHOLDER ENQUIRIES

Eligible Unitholders can obtain a copy of this Information Booklet from the Responsible Entity’s website at www. gardacapital.com.au or by calling the Responsible Entity on 1300 889 100 between 9:00am to 5:00pm (Brisbane time) Monday to Friday during the Entitlement Offer period.

Persons who access the electronic version of this Information Booklet should ensure that they download and read the entire Information Booklet. The electronic version of this Information Booklet will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling the Responsible Entity on 1300 889 100.

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 13

02

HOW TO APPLY

2.1 UNITHOLDER’S CHOICES

The number of New Units to which Eligible Unitholders are entitled (their Entitlement ) is shown on the accompanying Entitlement and Acceptance Form. Eligible Unitholders may:

• (a) take up their Entitlement in full and, if they do so, they may apply for additional New Units under the Top Up Facility (refer to section 2.2);

• (b) take up part of their Entitlement, in which case the balance of the Entitlement would lapse (refer to section 2.3); or

• (c) allow their Entitlement to lapse (refer to section 2.4).

Ineligible Unitholders may not take up any of their Entitlements.

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

The Closing Date for acceptance of the Entitlement Offer is 5pm (AEST) on 13 December 2017 (however, that date may be varied by the Responsible Entity, in accordance with the Listing Rules).

2.2 TAKING UP ALL OF YOUR ENTITLEMENT AND PARTICIPATING IN THE TOP UP FACILITY

If you wish to take up your Entitlement in full, follow the instructions set out in the Entitlement and Acceptance Form.

If you have applied to take up all of your Entitlement, you may also apply for additional New Units under the Top Up Facility.

You may apply by completing the Entitlement and Acceptance Form accompanying this Information Booklet.

Please return your completed Entitlement and Acceptance Form together with your Application Monies in accordance with section 2.6 for the amount shown on the Entitlement and Acceptance Form to the Registry so that it is received no later than 5pm (AEST) on 13 December 2017 at the address set out below:

By hand delivery (not to be used if mailing)

GARDA Diversified Property Fund C/- Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138

By post

GARDA Diversified Property Fund C/- Link Market Services Limited GPO Box 3560 Sydney NSW 2001

Alternatively, you may also take up all of your Entitlement by payment of the Application Monies through BPAY in accordance with the instructions on the Entitlement and Acceptance Form.

If payment is being made through BPAY, you do not need to return the Entitlement and Acceptance Form. Your payment must be received by no later than 5pm (AEST) on 13 December 2017.

If you do not return the Entitlement and Acceptance Form, amounts received by the Responsible Entity in excess of the Offer Price multiplied by your Entitlement (Excess Amount) may be treated as an application to apply for as many additional New Units as your Excess Amount will pay for in full.

If you apply for additional New Units under the Top Up Facility and your application is successful (in whole or in part) your New Units will be issued at the same time that other New Units are issued under the Entitlement Offer. There is no guarantee you will receive any New Units under the Top Up Facility. The Directors reserve their right to allot and issue New Units under the Top Up Facility at their discretion.

14 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

Refund amounts, if any, will be paid in Australian dollars. You will be paid either by cheque sent by ordinary post to your address as recorded on the unit register (the registered address of the first-named in the case of joint holders), or by direct credit to the nominated bank account as noted on the unit register as at the Closing Date of the offer. If you wish to advise or change your banking instructions with the Registry you may do so by going to https:// investorcentre.linkmarketservices.com.au/Login/Login and following the instructions.

2.3 TAKING UP PART OF YOUR ENTITLEMENT AND ALLOWING THE BALANCE TO LAPSE

If you wish to take up part of your Entitlement, complete the Entitlement and Acceptance Form for the number of New Units you wish to take up and follow the other steps required in accordance with section 2.2. No further action is required in relation to the balance of your Entitlements that are not taken up which will simply lapse.

You may arrange for payment through BPAY in accordance with the instructions on the Entitlement and Acceptance Form. If payment is made through BPAY and the Responsible Entity receives an amount that is less than the Offer Price multiplied by your Entitlement ( Reduced Amount ), your payment may be treated as an application for as many New Units as your Reduced Amount will pay for in full.

2.4 ALLOW YOUR ENTITLEMENT TO LAPSE

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

The Entitlement Offer is non-renounceable and therefore your Entitlement will not be tradable on the ASX or otherwise transferable.

2.5 CONSEQUENCES OF NOT ACCEPTING YOUR ENTITLEMENT

If you do not accept all of your Entitlement in accordance with the instructions set out above, any New Units that you would have otherwise been entitled to under the Entitlement Offer (or New Units that relate to the portion of your Entitlement that has not been accepted) may be acquired under the Top Up Facility or the underwriting or subunderwriting arrangements, or placed by the Responsible Entity to the extent there are Shortfall Units.

In addition, Eligible Unitholders who do not take up all of their Entitlements will have their percentage unitholding in the GDF diluted.

2.6 PAYMENT

The consideration for the New Units (including under the Top Up Facility) is payable in full on Application. The Entitlement and Acceptance Form must be accompanied by a cheque for the Application Monies. Cheques must be drawn in Australian currency on an Australian bank and made payable to ‘ GARDA Diversified ’ and crossed ‘Not Negotiable’.

Alternatively, you may arrange for payment of the Application Monies through BPAY in accordance with the instructions on the Entitlement and Acceptance Form.

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 15

Eligible Unitholders must not forward cash by mail. Receipts for payment will not be issued.

2.7 ENTITLEMENT AND ACCEPTANCE FORM IS BINDING

A completed and lodged Entitlement and Acceptance Form, or a payment made through BPAY, constitutes a binding offer to acquire New Units on the terms and conditions set out in this Information Booklet and, once lodged or paid, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Units. The Directors’ (or their delegates’) decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

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

• (a) you are an Eligible Unitholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or issue New Units under the Entitlement Offer;

• (b) you acknowledge that the New Units have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside Australia or New Zealand; and

• (c) you have not and will not send any materials relating to the Entitlement Offer to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States.

2.8 NOTICE TO NOMINEES AND CUSTODIANS

Nominees and custodians may not distribute any part of this Information Booklet or any Entitlement and Acceptance Form in any country outside Australia, except to beneficial holders of Units in New Zealand, and beneficial holders of Units who are institutional, sophisticated or professional investors in other countries to the extent the Responsible

16 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

03

ADDITIONAL INFORMATION

Entity may determine it is lawful and practical to make the Entitlement Offer.

3.1 RIGHTS ATTACHING TO NEW UNITS

From allotment and issue, the New Units will rank equally in all respects with Existing Units. The New Units will not be eligible to receive the distribution for the quarter ending 31 December 2017 which is expected to be approximately 2.25 cents per Unit.

3.2 INTERESTS OF DIRECTORS

Directors are entitled to take up their Entitlements to New Units, however Directors or their related parties will not be issued any Top Up Units.

3.3 ASX QUOTATION

The Responsible Entity has made an application to ASX for the New Units to be granted quotation on ASX. If permission is not granted for quotation of the New Units on ASX, then no allotment and issue of any New Units will take place and Application Monies (without interest) will be returned in full to Applicants.

Trading of New Units will, subject to ASX approval, occur on or about the date specified in the Timetable.

3.4 ALLOTMENT AND DESPATCH OF HOLDING STATEMENTS

Subject to the New Units being granted quotation on ASX, the New Units will be allotted and issued and holding statements despatched in accordance with the Timetable. It is expected that allotment and issue of New Units under the Entitlement Offer will take place on or about 20 December 2017. It is expected that holding statements for the New Units will be despatched on or about 22 December 2017.

Application Monies will be held in trust in a subscription account until allotment and issue of the New Units. No interest will be paid to Applicants.

3.5 CHESS

The Responsible Entity will apply to have the New Units issued under this Entitlement Offer admitted to participate in CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules. The Responsible Entity will operate an electronic issuer-sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together will make up the principal register of New Units.

3.6 TAXATION

You should be aware that there may be taxation implications associated with participating in the Entitlement Offer and receiving New Units.

The Directors consider that it is not appropriate to give advice regarding the taxation consequences of subscribing for New Units under this Information Booklet, or the subsequent disposal of any New Units allotted and issued under this Information Booklet. The Responsible Entity, its advisers and officers do not accept any responsibility or liability for any taxation consequences to potential Applicants. The Directors recommend that all Unitholders consult their own professional tax advisers in connection with subscribing for, and subsequent disposal of, New Units allotted and issued under this Information Booklet.

3.7 WITHDRAWAL OF THE ENTITLEMENT OFFER

The Responsible Entity reserves the right to withdraw or not proceed with the whole or any part of the Entitlement Offer at any time prior to the allotment of New Units. In that event, any relevant Application Monies that have been received under the Entitlement Offer will be refunded without interest.

3.8 ENQUIRIES

If you have any queries about your Entitlement please contact the Responsible Entity, the details for which are set out in the Corporate Information section at the back of this Information Booklet.

Alternatively, contact your stockbroker, solicitor, accountant or other professional adviser.

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 17

ANNEXURE A – ASX ANNOUNCEMENT

ASX Announcement / Media Release GARDA Diversified Property Fund (GDF) 13 November 2017

Entitlement Offer to raise approximately $30 million

Key Points

• Fully underwritten non-renounceable entitlement offer to raise approximately $30 million.

• Proceeds to contribute to temporary debt reduction and acquisitions and projects of the Fund, including acquisition at 588 Swan Street, Richmond (Melbourne) ( Botanicca 9 ) as announced on 10 November 2017.

• Offer price of $1.15 per new unit, a 5.0% discount to NTA of $1.21.

Entitlement Offer GARDA Capital Limited in its capacity as responsible entity ( GARDA ) of GARDA Diversified Property Fund ( GDF or Fund ) is pleased to announce that it will conduct a 1 for 4.3 non-renounceable entitlement offer of fully paid ordinary units in GDF ( New Units ) to raise approximately $30 million ( Entitlement Offer ).

The offer price will be $1.15 per unit ( Offer Price ). The Offer Price represents:

• 5.0% discount to net tangible assets of $1.21;

• 4.2% to the last traded price of GDF’s units on 10 November 2017 of $1.20;  6.2% to the previous five day volume weighted average price ( VWAP ) of GDF’s units up to and including 10 November 2017 of $1.226; and

• 3.4% to the theoretical ex-rights price ( TERP ) of $1.191.[1]

==> picture [377 x 26] intentionally omitted <==

----- Start of picture text -----

Under the Entitlement Offer, eligible unitholders will be able to subscribe for 1 new ordinary unit in GDF for
every 4.3 existing units held at 7.00pm (AEST) on Friday, 17 November 2017 ( Record Date ) at the Offer
Price ( Entitlements ).
----- End of picture text -----

The Entitlement Offer is fully underwritten by Morgans Corporate Limited ( Underwriter ), subject to the terms of an underwriting agreement and certain sub-underwriting arrangements.

GARDA Capital Group (through the custodian of GARDA Capital Trust) currently holds approximately 8.9% of the GDF units on issue and has committed to take up its full entitlement under the Entitlement Offer. It is also one of the priority sub-underwriters of the Entitlement Offer. The proceeds of the Entitlement Offer will be applied towards:

• short term reduction of the Fund’s debt. These facilities will be available for redraw in connection with the Fund’s current acquisitions and projects;

• the acquisition of and associated expenditure in respect of Botanicca 9. Details of the Botanicca 9 acquisition and construction are contained in the presentation on the Entitlement Offer that has been lodged with ASX today; and

• Entitlement Offer costs.

1 The theoretical ex-rights price (TERP) is the theoretical price at which Units should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Units trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to the last traded price of $1.20 on 10 November 2017, on a cum-distribution basis and assuming 100% take-up of the Entitlement Offer. Potential investors should also consider that Units will trade ex a distribution of 2.25 cents on Monday, 18 December 2017 which is prior to the issue and allotment of New Units under the Entitlement Offer.

==> picture [477 x 48] intentionally omitted <==

----- Start of picture text -----

Level 21, 12 Creek Street, Brisbane QLD 4000 [| ] GPO Box 5270, Brisbane QLD 4001
P. (07) 3002 5300 [|] F. (07) 3002 5311 [|] info@gardacapital.com.au
www.gardacapital.com.au
----- End of picture text -----

18 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

The Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Unitholders who do not take up their Entitlements will not receive any value in respect of those Entitlements that they do not take up. Unitholders who are not eligible to receive Entitlements will not receive any value in respect of the Entitlements they would have received had they been eligible.

Approximately 26.1 million New Units will be issued as part of the Entitlement Offer. Units issued under the Entitlement Offer will rank equally with existing units, but will not participate in any distribution with a record date prior to allotment of the New Units.

The Entitlement Offer will include a top up facility under which eligible unitholders who take up their full Entitlement will be invited to apply for additional units in the Entitlement Offer from a pool of those not taken up by other eligible unitholders. GARDA, in consultation with the Underwriter, shall determine an appropriate allotment and scaling policy (if required) for all shortfall, including applications under the top up facility. There is no guarantee that applicants under this top up facility will receive all or any of the units they apply for under the facility.

GARDA will notify unitholders as to whether they are eligible to participate in the Entitlement Offer. Eligible unitholders will receive an information booklet including a personalised entitlement and acceptance form which will provide further details of how to participate in the Entitlement Offer.

A presentation on the Entitlement Offer has been lodged with ASX today and is able to be downloaded from ASX’s website, www.asx.com.au.

from ASX’s website,www.asx.com.au.
**Key dates2 **
Event	Date
Announcement of Entitlement Offer	Monday, 13 November 2017
Record date 7.00pm (AEST)	Friday, 17 November 2017
Entitlement Offer opens Information booklet and entitlement and acceptance form despatched to eligible unitholders	Tuesday, 21 November 2017
Entitlement Offer closes	Wednesday, 13 December 2017
Distribution ex-date	Monday, 18 December 2017
Distribution record date	Tuesday, 19 December 2017
Settlement of Entitlement Offer	Tuesday, 19 December 2017
Allotment of New Units under the Entitlement Offer	Wednesday, 20 December 2017
Trading of New Units under the Entitlement Offer	Thursday, 21 December 2017
Despatch of holding statements for New Units issued under the Entitlement Offer	Friday, 22 December 2017

2 All dates are indicative only and subject to change. GARDA and the Underwriter reserve the right to withdraw or vary the timetable without notice.

Level 21, 12 Creek Street, Brisbane QLD 4000[| ] GPO Box 5270, Brisbane QLD 4001

P. (07) 3002 5300[|] F. (07) 3002 5311[|] info@gardacapital.com.au

www.gardacapital.com.au

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 19

==> picture [377 x 164] intentionally omitted <==

----- Start of picture text -----

Important information
This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This
announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other
jurisdiction in which such an offer would be illegal. The securities referred to herein have not been and will not be registered under the
United States Securities Act of 1933 (the ‘US Securities Act’), or under the securities laws of any state or other jurisdiction of the
United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered
under the US Securities Act or an exemption from the registration requirements of the US Securities Act is available.
This announcement contains certain ‘forward-looking statements’ within the meaning of the securities laws of applicable jurisdictions.
Forward-looking statements can generally be identified by the use of forward-looking words such as ‘may,’ ‘should,’ ‘expect,’
‘anticipate,’ ‘estimate,’ ‘scheduled’ or ‘continue’ or the negative thereof or comparable terminology. Any forecasts or other forward
looking statements contained in this announcement are subject to known and unknown risks and uncertainties and may involve
significant elements of subjective judgment and assumptions as to future events which may or may not be correct. There are usually
differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and
these differences may be material. GARDA does not give any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this announcement will actually occur and you are cautioned not to
place undue reliance on forward-looking statements.
-Ends-
----- End of picture text -----

==> picture [378 x 232] intentionally omitted <==

----- Start of picture text -----

For more information please contact:
Matthew Madsen Paul Brown
Executive Chairman Manager, Investor Relations
GARDA Capital Limited GARDA Capital Limited
Phone: 07 3002 5300 Phone: 07 3002 5362
matthew.madsen@gardacapital.com.au paul.brown@gardacapital.com.au
About GARDA Diversified Property Fund (ARSN 104 391 273)
GDF is an ASX listed real estate investment trust (REIT) which invests in commercial offices in city and suburban markets as well as
industrial facilities along the eastern seaboard of Australia.
GDF currently holds nine established property assets independently valued at $233 million, including current unconditional contracted
acquisitions.
About GARDA Capital Limited
GARDA Capital Group is an ASX listed (ASX: GCM) real estate investment and funds management group. The GARDA Capital
Group is co-invested in GDF holding a 9% stake.
GARDA Capital Limited is the responsible entity of GDF, is a member of the GARDA Capital Group and holds AFSL 246714 which
permits it to act as the responsible entity for GDF.
----- End of picture text -----

==> picture [245 x 17] intentionally omitted <==

----- Start of picture text -----

Level 21, 12 Creek Street, Brisbane QLD 4000 [| ] GPO Box 5270, Brisbane QLD 4001
P. (07) 3002 5300 [|] F. (07) 3002 5311 [|] info@gardacapital.com.au
----- End of picture text -----

==> picture [477 x 26] intentionally omitted <==

----- Start of picture text -----

www.gardacapital.com.au
----- End of picture text -----

20 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

ANNEXURE B – INVESTOR PRESENTATION

==> picture [183 x 47] intentionally omitted <==

----- Start of picture text -----

GARDA DIVERSIFIED
PROPERTY FUND
(ASX CODE: GDF)
----- End of picture text -----

==> picture [481 x 171] intentionally omitted <==

----- Start of picture text -----

$30 MILLION ENTITLEMENT OFFER
13 NOVEMBER 2017
----- End of picture text -----

THE OFFER

• GDF is undertaking a fully underwritten 1-for-4.3 traditional nonrenounceable entitlement offer to raise approximately $30 million.

• The Offer will provide GDF with further capital for the Acquisitions[1] .

• Offer price of $1.15 per Unit represents:

• 5.0% discount to NTA of $1.21.

• 4.2% discount to last closing price of $1.20.

• 6.2% discount to 5 day VWAP of $1.226.

• 3.4% discount to the TERP of $1.191.

• Compelling financial metrics for GDF unitholders who participate including:

• FY18 distribution guidance at 9 cents per unit.

• 7.83% distribution yield on entitlement offer price of $1.15[3] .

• FY18 payout ratio range of between 100% and 105%.

• Upon Completion[2] payout ratio range of between 90% and 95%.

• LVR increasing to 42.0% Upon Completion[2] .

1. Acquisitions – The combined acquisitions of the Pinkenba property, Wacol property and Richmond property.

2. Upon Completion – The GDF portfolio and fund metrics assuming the Acquisitions are fully let and income producing as at 1 July 2017, that the Acquisitions are fully funded and the Entitlement Offer has completed. 3. Units issued under the Entitlement Offer will not be entitled to the December 2017 quarterly distribution.

4. The theoretical ex-rights price (TERP) is the theoretical price at which Units should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Units trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to the last traded price of $1.20 on 10 November 2017, on a cum-distribution basis and assuming 100% take-up of the Entitlement Offer. Potential investors should also consider that Units will trade ex a distribution of 2.25 cents on Monday, 18 December 2017 which is prior to the issue and allotment of New Units under the Entitlement Offer.

KEY OFFER METRICS	KEY OFFER METRICS
Entitlement Ofer
Issue price ($)	$1.15
Amount raised ($m)	$30.0
Discount to NTA	5.0%
Discount to last closing price of $1.20	4.2%
Discount to the TERP of $1.191	3.4%
Financials
Forecast FY18 Distribution (cpu)	9.00
Payout Ratio	100% to 105%
Pro forma LVR	30.3%
NTA (current)	$1.21
NTA (pro forma)	$1.19
Market
Distribution yield at issue price	7.83%
Pro forma Market Cap ($m)	$159.2

• 2 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 21

ANNEXURE B – INVESTOR PRESENTATION

DETAILS

EQUITY RAISING DETAILS An Entitlement Offer of approximately 26.1 million new GDF Units, raising approximately $30.0 million in equity funding. ENTITLEMENT OFFER 1-for-4.3 traditional non-renounceable fully underwritten Entitlement Offer. Record date for Unitholder entitlements is Friday, 17 November 2017 at 7.00pm AEST. The Entitlement Offer opens Tuesday, 21 November 2017. The Entitlement Offer closes Wednesday, 13 December 2017. Unitholders will have the ability to apply for more New Units greater than their entitlement through a top up facility. RANKING New Units issued under the Entitlement Offer will rank equally with existing Units. DISTRIBUTION New Units issued under the Entitlement Offer will be entitled to quarterly distributions from January 2018 onwards. (Ex Date Monday 18 December 2017 and Record Date Tuesday 19 December 2017, Entitlement Offer closes Wednesday 13 December 2017). PRICING The Entitlement Offer price of $1.15 per New Unit represents: • 5.0% discount to NTA of $1.21 • 4.2% discount to the last closing price of $1.20 • 3.4% discount to the TERP of $1.191 UNDERWRITER The Entitlement is fully underwritten by Morgans Corporate Limited. DIRECTORS' INTENTIONS The Directors of GARDA Capital Limited, the responsible entity of GARDA Diversified Property Fund who hold existing Units in GDF intend to take up all or some of their entitlements under the Entitlement Offer. GARDA CAPITAL GROUP GARDA Capital Group currently holds approximately 10 million existing Units and intends to take up all of its entitlement under the INTENTIONS Entitlement Offer. In addition, GARDA Capital Group has agreed to a sub-underwriting agreement committing it to acquire up to 6,368,976 New Units.

3 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

OFFER TIMETABLE

==> picture [433 x 33] intentionally omitted <==

----- Start of picture text -----

INDICATIVE TIMETABLE
Event Date [1]
----- End of picture text -----

INDICATIVE TIMETABLE	INDICATIVE TIMETABLE
Event Date1
Announcement of the Entitlement Ofer	Monday, 13 November 2017
Record date for the Entitlement Ofer (7.00pm AEST)	Friday, 17 November 2017
Entitlement Ofer Opens	Tuesday, 21 November 2017
Entitlement Ofer documents despatched	Tuesday, 21 November 2017
Entitlement Ofer Closes (5.00pm AEST)	Wednesday, 13 December 2017
December quarter distribution ex-date	Monday, 18 December 2017
Settlement of the New Units issued under the Entitlement Ofer	Tuesday, 19 December 2017
Allotment of the New Units issued under the Entitlement Ofer	Wednesday, 20 December 2017
ASX quotation of the remaining New Units issued under the Entitlement Ofer	Thursday, 21 December 2017
Despatch of holding statements for the New Units issued under the Entitlement Ofer	Friday, 22 December 2017

1. All Dates are indicative only and are subject to change.

4 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

22 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

ANNEXURE B – INVESTOR PRESENTATION

PURPOSE: ACQUISITIONS AND CAPITAL MANAGEMENT

• GDF settled the Pinkenba Property in June 2017 and construction of the pre-leased facility at Pinkenba is expected to be completed by May 2018.

• GDF expects to settle the Wacol Property (construction partially completed) in December 2017 with final completion of the Volvo Group Australia pre-leased facility expected in July 2018.

• When the Pinkeba and Wacol Properties complete, expected by mid 2018, GDF LVR is anticipated to increase to 45.7%.

• GDF recently announced the acquisition of Botanicca 9, a 3,621m[2] site in the Botanicca Corporate Park, Richmond (Melbourne) a 7,254m[2] commercial office building.

• This Entitlement Offer provides GDF with further capital to fund these Acquisitions.

• Proceeds of the Offer will be largely applied to the acquisition of the Botanicca 9 property and to short term debt reduction.

5 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

ACQUISITION – BOTANICCA 9, RICHMOND, VIC

• GDF currently owns Botanicca 7, a 6,587m[2] A-grade commercial office building.

• Botannica 9 will be approximately 7,254m[2] A-Grade commercial office building designed to a NABERS 5 Star energy rating.

• GDF will settle the 3,621m[2] (Zoned Commercial 1) land imminently and proceed to commence construction on the Rothe Lowman designed office building shortly after.

• Construction will be undertaken by Melbourne based firm, Hamilton Marino on a gross maximum price contract.

• Botanicca 9 is expected to be completed in first quarter of 2019.

• 6 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 23

ANNEXURE B – INVESTOR PRESENTATION

ACQUISITION – BOTANICCA 9, RICHMOND, VIC (CONT.)

• GDF has actively sought immediate leasing opportunities in the tightly held Melbourne city fringe office market, with the building to be offered to the market for lease in 2018.

• The Melbourne city fringe market has the lowest vacancy in any of the Melbourne office markets.

• The amount of space to be leased in Botanicca 9 is similar to the level achieved by GDF in Botanicca 7 over the past eighteen months.

• New building supply, which is not already materially or fully tenanted, is not expected to be able to be delivered to the market prior to the completion date of Botanicca 9 in early 2019.

• GDF is undertaking this acquisition to take advantage of:

• expected continued strong rental growth and reducing tenant incentives in Melbourne city fringe;

• materially higher yield on capital deployed - higher anticipated rental return on cost than can be achieved on alternative investments; and

• potential to deliver NTA growth from positive difference between cost and at completion value.

• Total land and project costs are anticipated to be approximately $52 million (prior to tenant incentives).

• Botanicca 9 has been valued at $62.5 million at completion (after deduction for letting costs and incentives).

==> picture [513 x 405] intentionally omitted <==

----- Start of picture text -----

7 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
BOTANICCA 9, RICHMOND, VIC
PROPERTY INFORMATION [1]
Type Office
Independent Valuation $62.5 million
(net of incentives)
Capitalisation Rate 5.75%
Fully Leased Net Income $3,966,019
Total Costs excluding $52.0 million
Incentives
Site Area (m²) 3,621
Net lettable Area (NLA) (m²) 7,254
PROPERTY OVERVIEW
• The property will be a five level 7,254m²
A Grade commercial office building
designed to 5 Star NABERS rating (energy).
• Floor plates range from 1,200m² to
1,500m².
• Valuation reflects net rents of $450/m²
for office.
1 Data based on independent valuation ‘as if complete’ dated 8 November 2017.
8 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

24 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

ANNEXURE B – INVESTOR PRESENTATION

BOTANICCA 9, RICHMOND, VIC

==> picture [10 x 4] intentionally omitted <==

----- Start of picture text -----

5km
----- End of picture text -----

LOCATION

• Only 4 kilometres from the Melbourne CBD in the highly sought after city fringe suburb of Richmond, the property forms part of the Botanicca Corporate Park.

• • GDF currently owns Botanicca 7 a 6,587m² A-Grade office building located in the same business park.

• The city fringe office market is the largest market by NLA outside the Melbourne CBD with 965,000m².

• The Cremorne/Richmond/Burnley precinct represents approximately 30% of NLA in the city fringe market.

==> picture [481 x 35] intentionally omitted <==

----- Start of picture text -----

9 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

MELBOURNE CITY FRINGE MARKET OVERVIEW

MARKET OVERVIEW – VACANCY AND SUPPLY

==> picture [187 x 188] intentionally omitted <==

----- Start of picture text -----

SUBURBAN MARKET COMPOSITION
177,026m [2]
461,204m [2]
267,549m [2]
A Grade B Grade C Grade
----- End of picture text -----

==> picture [124 x 6] intentionally omitted <==

----- Start of picture text -----

SUBURBAN PRECINCT COMPOSITION
----- End of picture text -----

==> picture [149 x 22] intentionally omitted <==

----- Start of picture text -----

Precinct NLA (m²) NLA (%)
----- End of picture text -----

Precinct	NLA (m²)	NLA (%)
City Fringe	965,000	31.3%
Inner East	576,547	18.7%
Outer East	856,046	27.7%
South East	423,372	13.7%
North & West	264,768	8.6%
Suburban Total	3,085,733	100.0%

==> picture [481 x 35] intentionally omitted <==

----- Start of picture text -----

10 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 25

ANNEXURE B – INVESTOR PRESENTATION

MELBOURNE CITY FRINGE MARKET OVERVIEW

==> picture [150 x 7] intentionally omitted <==

----- Start of picture text -----

MARKET OVERVIEW – VACANCY RATES
----- End of picture text -----

==> picture [334 x 178] intentionally omitted <==

----- Start of picture text -----

14% 13.1%
12%
10.7%
10%
8% 7.5%
6.3% 5.9% 6.4% 6.2%
6%
4% 3.5%
2%
0%
City Fringe Inner East Outer East South East North and Total Melbourne Sydney
West Suburbs CBD CBD
----- End of picture text -----

==> picture [481 x 35] intentionally omitted <==

----- Start of picture text -----

11 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

MELBOURNE CITY FRINGE MARKET OVERVIEW

MARKET OVERVIEW – FUTURE SUPPLY AND PRE-COMMITMENT

• The adjoining graph shows what we believe to be the most likely/definite developments which will reach practical completion over the next three years.

• Neither 9-11 Cremorne Street or 60 Cremorne Street have started construction.

==> picture [481 x 248] intentionally omitted <==

----- Start of picture text -----

25,000
2017 2018 2019
20,000
15,000
10,000
5,000
0
570 Church 100 Cubit 9-11 Cremorne 588A Swan 54 Wellington 60 Cremorne
Street Street Street Street Street Street
NLA Pre Leased (SQM) NLA Available (SQM)
12 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
2)(m
----- End of picture text -----

26 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

ANNEXURE B – INVESTOR PRESENTATION

MELBOURNE CITY FRINGE MARKET OVERVIEW

LEASING ACTIVITY AND TRENDS

Recent leasing deals in the city fringe market, including in the GDF owned Botanicca 7, reinforce the increasing rents achieved.

BOTANICCA BUSINESS PARK LEASING BY GARDA CAPITAL	BOTANICCA BUSINESS PARK LEASING BY GARDA CAPITAL	BOTANICCA BUSINESS PARK LEASING BY GARDA CAPITAL	BOTANICCA BUSINESS PARK LEASING BY GARDA CAPITAL	BOTANICCA BUSINESS PARK LEASING BY GARDA CAPITAL	BOTANICCA BUSINESS PARK LEASING BY GARDA CAPITAL	BOTANICCA BUSINESS PARK LEASING BY GARDA CAPITAL
Building	LCD	Tenant	Net Rent ($/m²)	Term	NLA (m²)	Tenant Type
572 Swan Street, Richmond	Feb-18	McLardy McShane	400	5	1,585	New
572 Swan Street, Richmond	May-17	Golder Associates	370	7	3,155	Existing
572 Swan Street, Richmond	Jul-16	Fulton Hogan	350	6	1,847	Existing
OTHER LEASING - CITY FRINGE
Building	LCD	Tenant	Net Rent ($/m²)	Term	NLA (m²)	Tenant Type
54 Wellington Road, Collingwood	May-19	WeWork	475	15	4,452	Pre-Commitment
54 Wellington Road, Collingwood	May-19	Aesop	430	10	7,000	Pre-Commitment
658 Church Street, Richmond	Jan-18	Disney	420	5	420	New
570 Church Street, Richmond	Sep-17	Red Energy	460	10	10,000	Pre-Commitment
658 Church Street, Richmond	Sep-16	Designworks	390	8	1,882	New
658 Church Street, Richmond	Mar-16	DDB Melbourne	360	6	1,602	New

13 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

WACOL AND PINKENBA UPDATE

Metroplex Westgate, Wacol, QLD

• $35.25m acquisition on a capitalisation rate of 6.25%.

• 10 year pre-committed lease to Volvo Group Australia.

• Comprises a 6,057m² service warehouse and a 3,937m² office and showroom.

• Settlement of land now expected in December 2017 with construction completion expected in July 2018.

70-82 Main Beach Road, Pinkenba, QLD (Brisbane)

• $19.0m acquisition on a capitalisation rate of 7.37%.

• 15 year pre-committed lease to a subsidiary of the Byrne Group.

• Comprises a 4 hectare parcel of land largely improved as hardstand and minor site cover of 2,500m² of built improvements.

14 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 27

ANNEXURE B – INVESTOR PRESENTATION

$295M PORTFOLIO UPON COMPLETION

==> picture [481 x 264] intentionally omitted <==

----- Start of picture text -----

PORTFOLIO VALUE (by sector)
CAIRNS
7-19 Lake Street, Cairns ($48.0m)
Industrial 31%
Commercial 69%
MACKAY
69-79 Diesel Drive, Mackay ($29.5m)
BRISBANE
GOLD COAST 747 Lytton Road, Murarrie ($14.1m)
142 Benjamin Place, Lytton ($8.8m)
Lot 2001 Metroplex Westgate, Wacol ($35.25m)
70-82 Main Beach Road, Pinkenba ($19.0m)
PORTFOLIO VALUE (by location)
154 Varsity Parade, Varsity Lakes Melbourne 44% Brisbane 26%
($12.8m)
MELBOURNE
572 Swan Street, Richmond ($41.0m) Cairns 16%
436 Elgar Road, Box Hill ($25.0m)
588 Swan Street, Richmond ($62.5m)
Gold Coast 4% Mackay 10%
15 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

PROPERTY PORTFOLIO

==> picture [433 x 214] intentionally omitted <==

----- Start of picture text -----

PROPERTY PORTFOLIO TYPE VALUATION¹ ($INDEPENDENT m) RATE CAP NLA (m [2] ) WALE [5] OCCUPANCY [5] NABERS PORTFOLIO VALUE
572-576 Swan Street, Richmond, VIC Office 41.0 6.50% 6,587 5.9 100% 5.0 14%
436 Elgar Road, Box Hill, VIC Office 25.0 7.75% 5,725 3.2 100% 2.5 9%
7-19 Lake Street, Cairns (inc. Grafton St
land), QLD Office 48.0 8.50% 14,757 2.2 84% 4.0 16%
Bldg 2, 747 Lytton Road, Murarrie, QLD Office 14.1 8.12% 3,617 1.1 95% 5.0 5%
154 Varsity Parade, Varsity Lakes, QLD Office 12.8 8.25% 3,994 1.1 90% 5.5 4%
142-150 Benjamin Place, Lytton, QLD Industrial 8.8 7.75% 5,677 1.9 100% N/A 3%
69-79 Diesel Drive, Mackay, QLD Industrial 29.5 7.75% 13,843 11.0 100% N/A 10%
588 Swan Street, Richmond, VIC Office 62.5 [2] 5.75% 7,254 N/A N/A 5 21%
Lot 2001 Metroplex Westgate, Wacol, QLD Industrial 35.25 [3] 6.25% 9,994 10.0 100% N/A 12%
70-82 Main Beach Road, Pinkenba, QLD Industrial 19.0 [4] 7.37% 40,490 15.0 100% N/A 6%
Total (Upon Completion) 295.95 7.17% 112,017
----- End of picture text -----

• 1 Independent valuations as at June 2017.

• 2 Independent valuations as at November 2017.

3 Independent valuations as at July 2017.

4 Independent valuations as at May 2017.

5 WALE and Occupancy as at 1 January 2018

16 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

28 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

ANNEXURE B – INVESTOR PRESENTATION

AT RISK INCOME

==> picture [379 x 167] intentionally omitted <==

----- Start of picture text -----

42%
QLD Government
(DTMR) 6% Botanicca 9 17%
SERCO 3% Other 1%
Other 3%
18%
14%
12%
5% 4% 5%
VACANT FY2018 H1 FY2019 H2 FY2019 FY2020 FY2021 FY2022+
----- End of picture text -----

==> picture [513 x 405] intentionally omitted <==

----- Start of picture text -----

17 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
BALANCE SHEET
18 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 29

ANNEXURE B – INVESTOR PRESENTATION

PRO FORMA BALANCE SHEET

	GDF1	MOVEMENTS	PRO FORMA	GDF
	30-JUN-17	SINCE EOFY*	ADJUSTMENTS**	COMPLETION OF OFFER
	$000's	$000's	$000's	$000's
ASSETS
Cash and cash equivalents	11,389	(10,250)	-	1,139
Investmentproperties	188,100	47,450	-	235,550
Other assets	1,155	-	-	1,155
Total assets	200,644	37,200	-	237,844
LIABILITIES
Borrowings	(59,703)	(40,050)	29,100	(70,653)
Derivative fnancial instrument	(628)			(628)
Other liabilities	(4,410)	2,150		(2,260)
Total liabilities	(64,741)	(37,900)	29,100	(73,541)
Net assets	135,903	(700)	29,100	164,303
Equity	135,903	(700)	29,100	164,303
Units on issue	112,322,972		26,086,957	138,409,929
NTA per unit	1.21			1.19
$'000s	Notes
* Material movements since 30 June 2017 based on management accounts and forecasts 1. Based on audited fnancial statements as at 30 June 2017.
10,250	Cash applied to investmentproperties since EOFY.
47,450	Increase in investmentproperties based on capitalised cost of Acquisitions.
(40,050)	Subsequent and expected debt draws since EOFY.
2,150	Net balance sheet movement(liability)includingdistributionspaid since EOFY.
(700)	Associated cost of land acquisition.
** Application of net proceeds raised
29,100	Netproceeds to be applied to debt reduction.
29,100	Netproceeds raised from the Ofer.

==> picture [481 x 35] intentionally omitted <==

----- Start of picture text -----

19 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

CURRENT DEBT FACILITIES

==> picture [190 x 18] intentionally omitted <==

----- Start of picture text -----

Current Debt Metrics
----- End of picture text -----

Current Debt Metrics
Facility Limit	$83,599,500
Drawn Amount1	$61,600,000
Undrawn Capacity	$21,999,500
Weighted average debt expiry (years)	2.42
Hedge (%)	97%
Weighted average hedge maturity (years)	4.66
Cost of Debt2	4.0%

Debt Maturity

==> picture [211 x 125] intentionally omitted <==

----- Start of picture text -----

$50.0 3.0
$42.6 $42.6
$40.0
2.5
$30.0
$20.7 $20.3 2.0
$20.0 $17.75
1.5
$10.0
$1.25
$- 1.0
1 2 3
Facility Limit ($m) Drawn ($m) Term Remaining (years)
1. Debt currently drawn as at 1 November 2017.
2. Total interest costs include fixed rate and variable rate components as at 1 November 2017 .
($millions) (years)
----- End of picture text -----

• Proceeds of the Offer will be applied to the acquisition of the Botanicca 9 Property and to short term debt reduction (or cash holdings).

• Undrawn capacity on the existing facilities total approximately $22 million with approximately $29.1 million in cash available from the proceeds of the Offer.

• Pro forma LVR immediately following settlement of the Offer will be 30.3%.

• LVR Upon Completion of the Acquisitions is anticipated to be 42.0%.

• GDF will seek to obtain increased debt facilities in the future.

• Weighted average term to maturity of the existing facilities is 2.42 years.

• Interest rate risk is managed via a $60 million swap expiring in July 2022 (4.66 years) at a rate of 2.68%.

• 20 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

30 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

ANNEXURE B – INVESTOR PRESENTATION

GDF PERFORMANCE

21 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

GDF V S&P/ASX A-REIT 200 AND 300 INDEX

9.57% and 8.77% respective outperformance against the S&P/ASX A-REIT 200 & 300 indices since IPO on 2 July 2015. 15.97% and 15.37% respective outperformance against the S&P/ASX A-REIT 200 & 300 indices in the last 12 months.

==> picture [433 x 114] intentionally omitted <==

----- Start of picture text -----

GDF.ASX XPK.ASX XPJ.ASX
125%
120%
115%
110%
105%
100%
95%
09 Nov 16 14 Dec 16 23 Jan 17 28 Feb 17 04 Apr 17 12 May 17 19 Jun 17 24 Jul 17 28 Aug 17 02 Oct 17 06 Nov 17
----- End of picture text -----

Sources: Miraqle by Orient Capital as at 8 November 2017.

==> picture [481 x 35] intentionally omitted <==

----- Start of picture text -----

22 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 31

ANNEXURE B – INVESTOR PRESENTATION

==> picture [197 x 11] intentionally omitted <==

----- Start of picture text -----

GDF – RECENT PERFORMANCE
----- End of picture text -----

==> picture [338 x 224] intentionally omitted <==

----- Start of picture text -----

Net Tangible Assets ($ per Unit)
WALE (years)
$1.30 6 5.6
$1.21
5.5
$1.20 $1.13 5
$1.10 $1.02 4.5 4.1
$1.00 4 3.5
3.5
$0.90
3
$0.80 2.5
2015 2016 2017 2015 2016 2017
Occupancy (%) Cap Rate (%)
8.90%
100% 95% 93% 94% 9.00%
90% 8.50% 8.13%
8.00%
80% 7.37%
7.50%
70%
7.00%
60% 6.50%
50% 6.00%
2015 2016 2017 2015 2016 2017
----- End of picture text -----

==> picture [481 x 35] intentionally omitted <==

----- Start of picture text -----

23 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

==> picture [481 x 307] intentionally omitted <==

----- Start of picture text -----

RISKS
----- End of picture text -----

==> picture [481 x 35] intentionally omitted <==

----- Start of picture text -----

24 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

32 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

ANNEXURE B – INVESTOR PRESENTATION

KEY RISKS

• An investment in New Units under this Entitlement Offer is subject to both known and unknown risks, some of which are beyond the control of GDF and the Responsible Entity.

• These risks include the possible loss of principal invested and income.

• The Responsible Entity does not guarantee any particular rate of return on New Units or the performance of GDF, nor does it guarantee the repayment of capital from GDF or any particular tax treatment.

• In considering an investment in New Units under this Entitlement Offer, investors should have regard to (amongst other things) the key risks highlighted in the table below.

• The following table of key risks is not exhaustive or absolute, and investors should seek their own independent advice.

25 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

KEY RISKS (PROPERTY)

==> picture [434 x 17] intentionally omitted <==

----- Start of picture text -----

Risks
Key investment risks The Directors currently believe these to be the key risks associated with an investment in GDF. It is not exhaustive. Many of these
----- End of picture text -----

Risks
Key investment risks	The Directors currently believe these to be the key risks associated with an investment in GDF. It is not exhaustive. Many of these
	risks, and their consequences, are beyond the control of the RE. You should carefully consider all risks, in conjunction with your overall investment objectives.
Key tenants, rent and incentives	Default or termination of a key tenant, particularly if that tenancy remains vacant, may negatively afect the core metrics (such as distributions and occupancy). Incentives required by tenants or in the market generally, as well as rental achieved and rental defaults, will afect net income.
Property valuations, Acquisitions and disposals	GDF holds and intends to acquire and dispose of properties. Although due diligence is undertaken by the RE and external providers, not all risks or costs associated with a new property may be disclosed or identifed. A property may not achieve a market or sale price approaching its valuation. Diferent valuers may value the same property diferently, depending on their own internal criteria, research and experience. Valuations do fuctuate with broader economic cycles.
Property liquidity and concentration	Property is by its nature illiquid. GDF may not be able to buy or sell properties at optimal times within the general property cycle. GDF has commercial and industrial assets concentrated on the east coast of Australia, and competition for assets in this region will largely determine actual prices. Property as an asset class may be countercyclical, and may not increase in price when other asset classes or sectors are performing well.
Capital expenditure	Properties require capital expenditure over time. Capital expenditure may exceed budgeted forecasts, or be unexpected such as to fx defects, which will lower returns to investors.
Funding, refnancing and gearing risk	The cost of or ability to attract funding through equity, debt or hybrids or to refnance bank debt, may adversely impact GDF’s fnancial position and performance, and may prevent acquisitions or the RE from managing efectively. Gearing ratios can be dependent on property valuation movements, regardless of borrowings.
Breach of debt covenants	A breach of bank debt covenants may result in the bank charging higher interest rates, enforcing security, preventing distributions or accelerating repayment. GDF may have to sell properties (potentially at a discount) to repay debt, and may not be able to get alternative fnancing. Financiers have a priority over Unitholders.
Interest rates	Fluctuations in interest rates, or the ability to hedge rates, will afect the performance of GDF. Interest rates are currently at an historic low, and upward rates movements will have a comparatively high impact.

==> picture [481 x 35] intentionally omitted <==

----- Start of picture text -----

26 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER
----- End of picture text -----

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 33

ANNEXURE B – INVESTOR PRESENTATION

KEY RISKS (CONTINUED)

==> picture [434 x 18] intentionally omitted <==

----- Start of picture text -----

Risks
Development and construction GDF is currently undertaking development projects at the Pinkenba Property, the Wacol Property and the Botanicca 9 Property.
----- End of picture text -----

Risks
Development and construction	GDF is currently undertaking development projects at the Pinkenba Property, the Wacol Property and the Botanicca 9 Property.
	GDF may undertake further developments. It is possible that one or more of these projects will take longer or be more expensive than originally contracted, which will impact GDF returns. The Fund may have to raise capital or borrow funds to complete a project, and the cost of funding may be higher than for other properties. A project might not complete for reasons beyond the control of the RE. Defects may not be able to be detected on completion, and the RE may have to enforce contracts. Pre- committed tenants may not ultimately commence their lease, and the leasing market on completion may be better or worse than expected. Valuations of the completed project might be more or less than the ‘on completion’ valuation used by the RE to assess the project. The RE may choose to hold or sell the asset at completion of the project.
Development leasing	Each of the existing projects at Pinkenba and Wacol have signed long term leases and will be fully occupied at completion of construction. Botanicca 9 currently has no pre commitments or leases in place, and there is a risk that this building may remain partially or fully unoccupied following completion of construction, which may negatively afect the fnancial performance of GDF.
Responsible Entity and service providers	The performance of GDF is afected by the expertise and performance of the RE, its ofcers, and various external service providers (eg. local leasing agents). Change in external providers, the RE, or their personnel may adversely afect returns.
Dilution	Unitholders who do not subscribe for New Units under the Entitlement Ofer will be diluted. Future capital raisings and equity- funded acquisitions will dilute the holdings of non-participating Unitholders. Equity raising at a discount to NTA may afect Unit price.
Competition	There is intense competition in the sector, particularly in some locations where GDF operates. Other REITs and property groups have signifcantly greater scale, and can deploy capital faster than GDF. Competition may impact property prices (for acquisitions and disposals), the ability to make capital gains over time, and to renew or secure new tenants on satisfactory rent and terms.
Insurance	The RE insures the GDF portfolio and business in line with industry practice. No assurance can be given that a particular risk or combination of risks is insurable, or if insured, an insurance policy will respond in full or at all.
Unit Investment Risk	GDF is listed on the ASX, and Unit prices will fuctuate based on the performance of GDF and for external factors, such as benchmark interest rates, political events or market sentiment, or the REIT sector generally. GDF may be thinly traded and/or volatile, irrespective of the underlying value of its Assets. Units may trade at a discount to NTA.
Distribution payments	Distribution guidance is given, and distributions are not guaranteed by the RE. GDF may be unable to generate sufcient free cash fow from operations or raise required equity/debt to meet targeted and forecast distribution payments to Unitholders.

27 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

KEY RISKS (CONTINUED)

Risks

Ranking Unitholders rank behind secured and unsecured creditors. If there is a shortfall of funds upon the winding up of GDF, Unitholders may receive less than NTA or their New Units and original investment. Forward looking statements There can be no guarantee that the assumptions and contingencies on which any forward looking statements, opinions and estimates are based will prove to be valid or accurate, particularly those outside the control of the RE. Economy and market conditions Changes in domestic and international economic and market conditions may affect returns and the market price of Units. A general economic downturn will have a significant negative impact on your investment. Legal and regulatory Changes in laws, regulations or policy at Federal, State or local level may have an effect on Assets and on GDF’s performance. This may include (but is not limited to) zoning or planning, environmental, health and safety, foreign investment, equal opportunity initiatives and taxation regimes. Accounting standards and compliance rules and breaches also may have a significant impact on the RE and GDF. Natural phenomena Acts of God such as cyclones and storms, flooding and fires may affect one or more properties. Some force majeure events are (Force Majeure) effectively non-insurable and direct consequences (such as repairs) and indirect consequences (such as loss of rent) will also affect key metrics. Disputes and litigation The RE is and will be involved in disputes and litigation to enforce rights of Unitholders. The costs and results of dispute processes and litigation are often uncertain, are subject to appeal, and may be disruptive to business.

28 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

34 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

ANNEXURE B – INVESTOR PRESENTATION

DEFINITIONS

==> picture [433 x 11] intentionally omitted <==

----- Start of picture text -----

Term Defnition
----- End of picture text -----

Term	Defnition
Acquisitions	The combined acquisitions and construction of the Pinkenba Property, Wacol Property and Richmond Property.
Botanicca 9 Property	Property located at 588 Swan Street, Richmond (Melbourne, VIC).
Closing Price	Closing ASX trading price as of 10 November 2017.
EOFY	End of fnancial year.
FY18	The fnancial year ended 30 June 2018.
Gross Realisation	Value of property upon completion of construction, excluding any incentives.
LVR	Loan to Value ratio calculated as total drawn debt facilities divided by total assessed property value.
NABERS	National Australian built environment ratings system.
NTA	Net Tangible Assets, calculated as net assets (less any intangibles) divided by number of GDF units.
New Units	GDF units issued under the Ofer.
Ofer or Entitlement Ofer	The fully underwritten 1-for-4.3 non-accelerated non-renounceable entitlment ofer of new GDF Units to raise approximately $30 million.
Pinkenba Property	Property located at 70-82 Main Beach Road, Pinkenba (Brisbane, QLD).
Pro forma LVR	30 June 2017 audited balance sheet adjusted for the $30.0 million capital raise and other balance sheet movements.
REIT	Real estate investment trust.
Responsible Entity or RE	GARDA Capital Limited ACN 095 039 366.

29 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

DEFINITIONS (CONT.)

==> picture [433 x 11] intentionally omitted <==

----- Start of picture text -----

Term Defnition
----- End of picture text -----

Term	Defnition
TERP	The theoretical ex-rights price (TERP) is the theoretical price at which Units should trade immediately after the ex-date for the Entitlement Ofer. TERP is a theoretical calculation only and the actual price at which Units trade immediately after the ex-date for the Entitlement Ofer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to the last traded price of $1.20 on 10 November 2017, on a cum-distribution basis and assuming 100% take-up of the Entitlement Ofer. Potential investors should also consider that Units will trade ex a distribution of 2.25 cents on Monday, 18 December 2017 which is prior to the issue and allotment of New Units under the Entitlement Ofer.
Underwriter	Morgans Corporate Limited ACN 010 539 607.
Units	Existing GDF units.
Upon Completion	The GDF portfolio and fund metrics assuming the Acquisitions funded, completed, fully let and income producing as at 1 July 2017, and that the Entitlement Ofer has completed.
VWAP	Volume weighted average price, calculated by adding up the dollars traded for every transaction (price multiplied by number of shares traded) and then dividing by the total shares traded for the 5 day period.
WALE	Weighted average lease expiry.
Wacol Property	Property located at lot 2001, Metroplex Westgate, Wacol (Brisbane, QLD).

30 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 35

ANNEXURE B – INVESTOR PRESENTATION

DISCLAIMER

This presentation ( Presentation ) has been prepared on behalf of GARDA Capital Limited (ACN 095 039 366) (AFSL 246714) ( GARDA ) as responsible entity of the GARDA Diversified Property Fund ARSN 104 391 273 ( GDF or the Fund ). The information and statements in this Presentation were prepared or are made only as of the date of this Presentation, unless otherwise stated.

This Presentation contains general and summary information about the current activities of GDF. It also does not purport to be complete or contain all information which would be relevant to New Units, existing or prospective investors of GDF. No member of the GARDA group or any of their related entities and their respective directors, employees, officers and advisers give any warranties in relation to the statements and information contained in or referred to in this Presentation.

This Presentation has been compiled from sources which GARDA believes to be reliable. However, it is not audited, and is not a product disclosure statement ( PDS ) or other disclosure document as defined in the Corporations Act 2001, and has not been lodged with the Australian Securities and Investments Commission ( ASIC ). It is not, nor does it purport to be, complete or include all the information that a PDS or other disclosure document may contain. Historical financial and other ‘continuous disclosure’ information required by law can be found at the GARDA website www.gardacapital.com.au and in the audited financial statements (also on the website). All references to dollars or $ in this document are to Australian currency.

Nothing contained in the Presentation constitutes investment, legal, tax or other advice. It is not an offer of securities, or a recommendation to buy or sell Units in GDF. It has been prepared for general information only, and without taking into account the investment objectives, financial situation or needs of individuals. Any existing or prospective investor should not rely on this Presentation, but consider the appropriateness of the information in any PDS or other public sources having regard to their own objectives, financial situation and needs and seek appropriate advice, including financial, legal and taxation advice appropriate to their jurisdiction. Neither GARDA nor the Fund guarantee any particular rate of return or the performance of the Fund, nor do they guarantee the repayment of capital or any particular tax treatment.

This Presentation contains certain “forward looking statements” with respect to the financial condition, results of operations and business relating to GARDA Group and the Fund. These forward looking statements may involve subjective judgments. The words “forecast”, “estimate”, “likely”, “anticipate”, “believe”, “expect”, “project”, “opinion”, “predict”, “outlook”, “guidance”, “intend”, “should”, “could”, “may”, “strategy”, “target”, “plan” and other similar expressions are intended to identify forward looking statements.

The forward looking statements are by their nature subject to significant and unknown risks, uncertainties, vagaries and contingencies, many (if not all) of which are outside the control of members of the GARDA group. Various risk factors may cause the actual results or performance of GARDA or the Fund to be materially different from any future results or performance expressed or implied by such forward looking statements. There can be no assurance that any forward looking statements are attainable or will be realised. No representation, warranty or guarantee, whether express or implied, is made or given by any member of the GARDA group that any forward looking statement will or is likely to be achieved. Except as required by law, neither GARDA nor the Fund is liable to release updates to the forward looking statements to reflect any changes.

To the maximum extent permitted by law, any and all liability in respect of the Presentation (and any forward looking statement) is expressly excluded, including, without limitation, any liability arising from fault or negligence, for any direct, indirect or consequential loss or damage arising from any loss whatsoever arising from the use of the information in this Presentation or otherwise arising in connection with it. GDF is listed on the ASX and all applicable obligations and restrictions contained in (without limitation) the Listing Rules and Corporations Act apply accordingly. The acknowledgements referred to above may be pleaded as a bar to any claim that any reader may bring.

31 | GARDA DIVERSIFIED PROPERTY FUND $30 MILLION ENTITLEMENT OFFER

01 FINANCIAL RESULTS

GARDA DIVERSIFIED PROPERTY FUND

$30 Million Entitlement Offer | 13 November 2017

36 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

DEFINITIONS

These definitions are provided to assist persons in understanding some of the expressions used in this Information Booklet.

Booklet.
$	means Australian dollars.
AEST	means Australian Eastern Standard Time.
Acquisitions	means the announced acquisitions by the Fund of the properties
	located at 70-82 Main Beach Road, Pinkenba (Brisbane, Qld), Lot 2001,
	Metroplex Westgate, Wacol (Brisbane, QLD) and Botanicca 9.
Applicant	means a person who has applied to subscribe for New Units by
	submitting an Acceptance Form or arranging for payment through BPAY
	in accordance with the instructions on the Entitlement and Acceptance
	Form.
Application	means the submission of an Entitlement and Acceptance Form
	accompanied by the relevant Application Monies or arranging for
	payment of the relevant Application Monies through BPAY in accordance
	with the instructions on the Entitlement and Acceptance Form.
Application Monies	means the aggregate amount of money payable for the New Units
	applied for in a duly completed Entitlement and Acceptance Form or
	through BPAY.
ARSN	means an Australia Registered Scheme Number.
ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited ACN 008 624 691 or the securities exchange
	operated by it (as the case requires).
ASX Settlement Operating Rules	means the ofcial operating rules of ASX Settlement Pty Ltd ACN 008
	504 532.
Botanicca 9	means Botanicca 9, at 588 Swan Street, Richmond VIC 3121, proposed
	to be acquired by the Fund as announced in the Investor Presentation.
Business Day	has the same meaning as in the Listing Rules.
CHESS	means Clearing House Electronic Subregister System, operated by ASX
	Settlement Pty Ltd ACN 008 504 532.
Closing Date	means 5pm (AEST) on 13 December 2017, the day the Entitlement Ofer
	closes or such other date as the Directors in their absolute discretion
	determine, subject to the Listing Rules.
Corporations Act	means the_Corporations Act 2001_(Cth).
Directors	means the directors of the Responsible Entity.
Eligible Unitholder	means a Unitholder on the Record Date who:
	(a) has a registered address in Australia or New Zealand or is a
	Unitholder that the Responsible Entity and the Underwriter have
	otherwise determined is eligible to participate;
	(b) is not in the United States and is not a person (including a nominee
	or custodian) acting for the account or beneft of a person in the
	United States; and
	(c) is eligible under all applicable securities laws to receive an ofer
	under the Entitlement Ofer without any requirement for a product
	disclosure statement to be lodged or registered.
Entitlement	means the right to subscribe for New Units pursuant to the Entitlement
	Ofer.
Entitlement and Acceptance Form	means the Entitlement and Acceptance Form accompanying this
	Information Booklet.

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 37

Entitlement Ofer	means the pro rata renounceable ofer to subscribe for 1 New Unit for
	every 4.3 Units of which the Unitholder is the registered holder on the
	Record Date, at the Ofer Price.
Entitlement Ofer Costs	means direct costs of the Entitlement Ofer including fees paid to the
	Underwriter, and advisers and to providers of specifc services to cover
	Registry, printing and postage costs.
Existing Units	means the Units already on issue in GDF as at the Record Date.
GARDA Capital Trust	means GARDA Capital Trust ARSN 150 164 720.
GDF or Fund	means the Garda Diversifed Property Fund ARSN 104 391 273.
Ineligible Unitholder	means a Unitholder (or benefcial holder of Units) on the Record Date
	with a registered address outside Australia or New Zealand or any other
	jurisdiction that the Responsible Entity and the Underwriter agree to
	whom Listing Rule 7.7.1(a) applies.
Information Booklet	means this document dated 13 November 2017, including the Investor
	Presentation.
Investor Presentation	means the presentation to investors, released to the ASX on 13
	November 2017, incorporated as section 4 of this Information Booklet.
Legal Adviser	means Talbot Sayer.
Listing Rules	means the ofcial listing rules of ASX.
New Units	means Units to be allotted and issued under the Entitlement Ofer.
Ofer Price	means $1.15 per New Unit.
Record Date	means 7pm AEST on 17 November 2017.
Registry	means Link Market Services Limited ACN 083 214 537.
Responsible Entity	means Garda Capital Limited ACN 095 039 366, as responsible entity of
	the Fund.
Shortfall Units	means any New Units not taken up by Eligible Unitholders under the
	Entitlement Ofer or the Top Up facility, together with those New Units
	to which any Ineligible Unitholders would otherwise have been entitled,
	which have not been acquired by the Underwriters or sub-underwriters
	under the Underwriting Agreement.
TERP	means theoretical ex-rights price.
Timetable	means the indicative timetable set out in the ‘Key Dates’ section.
Top Up Facility	means the facility described in sections 1.3 and 2.2 under which certain
	Eligible Unitholders may apply for Top Up Units.
Top Up Units	means New Units an Eligible Unitholder may apply for in excess of their
	Entitlements.
Underwriter	means Morgans Corporate Limited ACN 010 539 607 (AFSL 235407).
Underwriting Agreement	means the Underwriting Agreement dated 13 November 2017 between
	the Responsible Entity and the Underwriter, as described in section 1.4.
Unit	means a fully paid ordinary unit in the capital of the GDF.
Unitholder	means the registered holder of a Unit.
US Securities Act	means the US Securities Act of 1933, as amended.
VWAP	means volume weighted average price.

38 | GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET

CORPORATE INFORMATION

GDF or Fund

Garda Diversified Property Fund ARSN 104 391 273

Responsible Entity

Garda Capital Limited ACN 095 039 366 www.gardacapital.com.au

Principal Office

Level 21, 12 Creek Street Brisbane, QLD 4000

UNDERWRITER TO THE ENTITLEMENT OFFER

==> picture [110 x 36] intentionally omitted <==

Morgans Corporate Limited ACN 010 539 607 AFSL 235407 Level 29, Riverside Centre 123 Eagle Street Brisbane QLD 4000 www.morgans.com.au

Registered Office

Level 21, 12 Creek Street Brisbane, QLD 4000

Directors of Responsible Entity

Mr Matthew Madsen Mr Mark Hallett Mr Phillip Lee Mr Leylan Neep

LEGAL ADVISOR TO THE ENTITLEMENT OFFER

==> picture [110 x 32] intentionally omitted <==

Talbot Sayer Level 11, 241 Adelaide Street Brisbane, QLD 4000 www.talbotsayer.com.au

Company Secretary of Responsible Entity

Mr Lachlan Davidson

Registry

Link Market Services Level 15, 324 Queen Street Brisbane, QLD 4000 Phone: Within Australia: +61 2 8280 7111 Fax: +61 2 9287 0303 www.linkmarketservices.com.au

GARDA DIVERSIFIED PROPERTY FUND ENTITLEMENT OFFER INFORMATION BOOKLET | 39

==> picture [596 x 842] intentionally omitted <==

==> picture [47 x 842] intentionally omitted <==

==> picture [135 x 31] intentionally omitted <==