GARDA PROPERTY GROUP — Major Shareholding Notification 2019

Dec 3, 2019

604 page 2/2 15 July 2001

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

GARDA Holdings Limited ACN 636 329 774 ( GHL ) and GARDA Capital Limited ACN 095 039 366 as responsible entity of the GARDA Diversified Property Fund ARSN 104 391 273 ( GDF )

ACN/ARSN

As stated

1. Details of substantial holder (1)

Name ACN/ARSN (if applicable)

M3SIT Pty Ltd (including in its capacity as trustee for the M3 Solutions Investment Trust) ( M3SIT ) 142 165 017

There was a change in the interests of the substantial holder on

substantial holder on 29/11/2019 The previous notice was given to the company on 03/10/2019 (for GDF) 26/11/2019 (for GHL) The previous notice was dated 02/10/2019 (for GDF) 25/11/2019 (for GHL)

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:

Class of securities (4)	Previous notice_(for GDF)_	Previous notice_(for GDF)_	Previous notice_(for GHL)_	Previous notice_(for GHL)_	Present notice (for GDF and GHL)	Present notice (for GDF and GHL)
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Fully paid ordinary	21,900,363	11.82% (based on 185,356,359 ordinary GDF units on issue when last GDF notice was required)	21,900,363	11.82% (based on 185,356,359 ordinary GHL shares on issue when last GHL notice was required)	13,620,084	5.98% (based on 227,644,361 stapled securities on issue at the date of this notice)

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:

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
29/11/2019	M3SIT	Acquisition of 13,620,084 stapled securities under the Internalisation (as defined in the notice of meeting and explanatory memorandum issued by GARDA Capital Limited as responsible entity of the GARDA Diversified Property Fund dated 4 October 2019 (Meeting Booklet)).	As set out in the Meeting Booklet	13,620,084 fully paid ordinary stapled securities	13,620,084
29/11/2019	M3SIT	As a result of the Internalisation described in the Meeting Booklet, M3SIT no longer has a relevant interest under section 608(3) of the Corporations Act 2001(Cth) (Corporations Act) in the 21,900,363 stapled securities held by the custodian of the GARDA Capital Trust.	N/A	(21,900,363) fully paid ordinary stapled securities	(21,900,363)

4. Present relevant interests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
M3SIT	M3SIT Pty Ltd (as trustee for the M3 Solutions Investment Trust)	M3SIT Pty Ltd (as trustee for the M3 Solutions Investment Trust)	Relevant interest as a holder of the securities under section 608(1) of the Corporations Act.	Fully paid ordinary stapled securities.	13,540,084
M3SIT	M3SIT Pty Ltd	M3SIT Pty Ltd	Relevant interest as a holder of the securities under section 608(1) of the Corporations Act.	Fully paid ordinary stapled securities.	80,000

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

6. Addresses

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

Name Address M3SIT Pty Ltd (including in its capacity as C/- W M Paige, Unit 3, 120 Bluestone Circuit, Seventeen Mile Rocks, Qld 4073 trustee of the M3 Solutions Investment Trust)

Signature

print name sign here	Mark Hallett capacity Director
	date 4/12/2019

DIRECTIONS

• (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.

604 GUIDE page 1/1 13 March 2000

GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

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Signature This form must be signed by either a director or a secretary of the substantial holder.
Lodging period Nil
Lodging Fee Nil
Other forms to be
Nil
completed
Additional information (a) If additional space is required to complete a question, the information may be included on a separate piece of
paper annexed to the form.
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(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme.
A copy of this notice must also be given to each relevant securities exchange.
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• (c) The person must give a copy of this notice:

• (i) within 2 business days after they become aware of the information; or

• (ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if:

  • (A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and

  • (B) the person becomes aware of the information during the bid period.

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Annexures
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To make any annexure conform to the regulations, you must

• 1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides

• 2 show the corporation name and A.C.N or ARBN

• 3 number the pages consecutively

• 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied

• 5 identify the annexure with a mark such as A, B, C, etc

• 6 endorse the annexure with the words:

• This is annexure (mark) of (number) pages referred to in form (form number and title)

• 7 sign and date the annexure.

The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.