GARDA PROPERTY GROUP — Major Shareholding Notification 2017

Dec 20, 2017

604 page 1/2 15 July 2001

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

GARDA Capital Limited ACN 095 039 366 as responsible entity of the GARDA Diversified Property Fund ARSN To Company Name/Scheme 104 391 273

ACN/ARSN

As stated

1. Details of substantial holder (1)

Name M3SIT Pty Ltd in its corporate capacity and as trustee of the M3 Solutions Investment Trust ( M3SIT )

ACN/ARSN (if applicable) ACN 142 165 017

There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	20/12/2017
	08/12/2016
	08/12/2016

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Previous notice			Present notice
Class of securities (4) Person’s votes		Voting power(5)	Person’s votes	Voting power(5)
Ordinary units 10,004,710	8.91% (based on 112,322,972 units on issue)		18,700,363	13.51% (based on 138,444,594 units on issue)
relevant interests
ch change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or
e substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change Person whose relevant interest changed Nature of change (6)		Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
20/12/17 M3SIT Issue of 2,326,677 units under Entitlement Offer announced 13/11/17.		$2,675,678.55	2,326,677 ordinary units	2,326,677
20/12/17 M3SIT Issue of 6,368,976 units under sub-underwriting arrangement announced 13/11/17.		$7,324,322.40	6,368,976 ordinary units	6,368,976
vant interests
ch relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of Registered Person entitled		Nature of	Class and
relevant holder of to be registered		relevant	number of	Person’s votes
interest securities as holder (8)		interest (6)	securities
M3SIT The Trust Company (Australia) Limited (as Custodian for GARDA Funds Management Limited as responsible entity of GARDA Capital Trust) The Trust Company (Australia) Limited (as Custodian for GARDA Funds Management Limited as responsible entity of GARDA Capital Trust)		Extension of relevant interest held under section 608(3) of the Corporations Act (Cwth), being a relevant interest arising from having voting power above 20% in GARDA Capital Limited and GARDA Funds Management Limited (as responsible entity of GARDA Capital Trust)	18,700,363 ordinary units	18,700,363

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

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15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A	N/A
f persons named in this form are as follows:
Name	Address
M3SIT Pty Ltd in its corporate capacity and as trustee of the M3 Solutions Investment Trust	c/o Hallett Legal, Level 13, 167 Eagle Street, Brisbane QLD 4000
The Trust Company (Australia) Limited	Level 18, 123 Pitt Street, Sydney NSW 2000

6. Addresses

The addresses of persons named in this form are as follows:

Signature

print name Mark William Hallett capacity Director sign here date 21/12/2017 DIRECTIONS er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members paragraph 6 of the form. f "associate" in section 9 of the Corporations Act 2001. f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. of a company constitute one class unless divided into separate classes. divided by the total votes in the body corporate or scheme multiplied by 100.	Mark William Hallett capacity	Director
	date	21/12/2017

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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