GARDA PROPERTY GROUP — Major Shareholding Notification 2019

Dec 3, 2019

605 page 1/2 15 July 2001

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a 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 Madsen Nominees Pty Ltd as trustee of the MB & PM Madsen Family Trust ( Madsen Nominees ) ACN/ARSN (if applicable) 153 176 302 The holder ceased to be a substantial holder on 29/11/2019 The previous notice was given to the company on 02/10/2019 (for GDF) 25/11/2019 (for GHL) The previous notice was dated 02/10/2019 (for GDF) 25/11/2019 (for GHL)

2. Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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:

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Date of Person whose Nature of Consideration given Class (6) and Person’s votes
change relevant interest change (4) in relation to change number of affected
changed (5) securities affected
As a result of the
Internalisation
described in the
GDF meeting
booklet dated 4
October 2019
( Meeting Booklet ),
the securityholder
(21,900,363) fully
29/11/2019 [Madsen ] Nominees no longer has a relevant interest N/A paid ordinary (21,900,363)
stapled securities
under section 608(3)
of the Corporations
Act 2001 (Cth) in the
21,900,363 stapled
securities held by
the custodian of the
GARDA Capital
Trust.
Acquisition of
stapled securities
under the As set out in the 8,314,958 fully
29/11/2019 [Madsen ] Nominees Internalisation Meeting Booklet paid ordinary 8,314,958
described in the stapled securities
Meeting Booklet
Acquisition of
MB & PM Madsen stapled securities under the As set out in the 528,048 fully paid
29/11/2019 (Madsen Super Fund A/C) Internalisation described in the Meeting Booklet ordinary stapled securities 528,048
Meeting Booklet
3. Changes in association
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7)
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
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6. Addresses

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

ses sses of persons named in this form are as	follows:
Name	Address
Madsen Nominees	c/- Level 21,12CreekStreet,Brisbane QLD 4000
MB & PM Madsen (Madsen Super Fund A/C)	c/- Level 21, 12 Creek Street, Brisbane QLD 4000

Signature print name sign here	Matthew Madsen Capacity Director
	date 3/12/2019

605 page 2/2 15 July 2002

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 4 of the form.

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

• (3) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (4) 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.

• (5) 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 of 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.

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

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

• 605 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 605.

• 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 completed Nil. 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.

• (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.

• (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.

• Annexures 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 ACN 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.