GARDA PROPERTY GROUP — Major Shareholding Notification 2020

Nov 19, 2020

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

GARDA Holdings Limited ACN 636 329 774 and GARDA Capital Limited ACN 095 039 366 as responsible entity of the To Company Name/Scheme GARDA Diversified Property Fund ARSN 104 391 273 ( GARDA Property Group )

ACN/ARSN

As stated

1. Details of substantial holder (1)

Name Madsen Nominees Pty Ltd as trustee of the MB & PM Madsen Family Trust ACN/ARSN (if applicable) ACN 153 176 302

There was a change in the interests of the substantial holder on 19/11/2020 The previous notice was given to the company on 17/04/2020 The previous notice was dated 17/04/2020

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:

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----- Start of picture text ----- Present noticePrevious notice )Class of securities (4)Voting power (5) Voting power (5)6.18% (based on 8.40% (based onFully paid ordinary 14,068,755 227,644,361 Stapled 19,114,958 227,644,361 stapledSecurities on issue) securities on issue)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 orscheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Class andPerson whose ConsiderationDate of Nature of number ofchange relevant interest change (6) given in relation securities affectedchanged to change (7) affectedMB & PM Madsen as On-market acquisitions of GDF25/08/2020 trustees for the MB & PM fully paid ordinary stapled $47,127 Fully paid 46,203Madsen Super Fund securities. ordinaryTransfer of stapled securitieson 19/11/2020 to a nominee of $1.16 per stapled security,Madsen Nominees Pty Ltd Matthew Madsen subject to the in accordance with the19/11/2020 as trustee of the MB & PM terms of the Employee Employee Securities Plan. (see Fully paid 5,000,000ordinaryMadsen Family Trust Securities Plan, as approved Appendix 3Y of 20/11/2020)by securityholders on18/11/2020----- End of picture text -----

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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----- Start of picture text ----- Class andHolder of Registered holder of Person entitled to be registered Nature of relevant interest number ofrelevant interest securities as holder (8) (6) securities votesRelevant interest underMadsen Nominees 18,314,958section 608(2) and (3) ofPty Ltd as trustee Madsen Nominees Pty Ltd Madsen Nominees Pty Ltd as fully paidof the MB & PM as trustee of the MB & PM trustee of the MB & PM the Corporations Act 2001 ordinary 18,314,958(Cth), being controlMadsen Family Madsen Family Trust Madsen Family Trust stapledTrust exercisable through a trust securitiesand of a body corporate.Relevant interest underMB & PM Madsen as trustees for the MB & PM Madsen Super Fund MB & PM Madsen as trustees MB & PM Madsen as trustees for the MB & PM Madsen Super Fund section 608(2) of the Corporations Act 2001 (Cth), being control exercisable through a trust. 800,000 fully paid ordinary stapled securities 800,000----- End of picture text -----

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 Name Address Madsen Nominees Pty Ltd as trustee of the C/- Level 21, 12 Creek Street, Brisbane QLD 4000 MB & PM Madsen Family Trust) MB & PM Madsen as trustees for the MB C/- Level 21, 12 Creek Street, Brisbane QLD 4000 & PM Madsen Super Fund

6. Addresses

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

Signature

print name Matthew Madsen capacity Sole Director sign here date 20/11/2020

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)

• (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 a

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