GARDA PROPERTY GROUP — Major Shareholding Notification 2019

Oct 1, 2019

604 page 2/2 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)

Madsen Nominees Pty Ltd as trustee of the MB & PM Madsen Family Trust ( Madsen Nominees ) ACN 153 176 302

Name ACN/ARSN (if applicable) ACN 153 176 302 There was a change in the interests of the substantial holder on 27/09/2019 The previous notice was given to the company on 26/11/2018 The previous notice was dated 26/11/2018

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	22,046,76413.91% (based on 158,444,594 units onissue)		22,046,764		11.89% (based on185,356,359 units onissue)
	relevant interests
	h 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 ofchange	Person whoserelevantinterestchangedNature ofchange (6)		Considerationgiven in relationto change (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
			Issue of 4,411,765 ordinary units
	05/07/2019	GARDA Capital Trustunder a placement resulting indilution of existing relevant		N/A	22,046,764ordinary units		22,046,764
			interest.
			Issue of 22,500,000 ordinary units
	27/09/2019	GARDA Capital Trustunder a placement resulting indilution of existing relevant		N/A	22,046,764ordinary units		22,046,764
			interest.
	vant interests
	h relevant interest of the substantial holder in voting securities after the change are as follows:
	Holder of	RegisteredPerson 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
	Madsen Nominees	The Trust Company(Australia) Limited (asCustodian for GARDAFunds ManagementLimited as responsibleentity of GARDA CapitalTrust)The Trust Company (Australia)Limited (as Custodian for GARDAFunds Management Limited asresponsible entity of GARDACapital Trust)		Extension of relevant interest heldunder section 608(3) of theCorporations Act (Cwth), being arelevant interest arising from havingvoting power above 20% in GARDACapital Limited and GARDA FundsManagement Limited (as responsibleentity of GARDA Capital Trust)	21,900,363ordinary units		21,900,363

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:

MB & PM Madsen(Madsen SuperFund A/C)	MB & PM Madsen astrustees	MB & PM Madsen as trustees	Extension of relevant interest heldunder section 608(2) of theCorporations Act (Cwth), being controlexercisable through a trust	146,401 ordinaryunits	146,401

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
Madsen Nominees Pty Ltd as trustee of the MB & PM Madsen Family Trust	c/o Level 21, 12 Creek Street, Brisbane QLD 4000
MB & PM Madsen as trustees of the Madsen Super Fund	c/o Level 21, 12 Creek Street, Brisbane QLD 4000
The Trust Company (Australia) Limited	Level 18, 123 Pitt Street, Sydney NSW 2000

Signature

print name Matthew Madsencapacity	Sole Director
sign heredate	02/10/2019
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.

• (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.