GARDA PROPERTY GROUP — Major Shareholding Notification 2020

Feb 24, 2020

604 GUIDE page 1/1 13 March 2000

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 and GARDA Capital Limited ACN 095 039 366 as responsible entity of the GARDA Diversified Property Fund ARSN 104 391 273 ( GARDA Property Group )

ACN/ARSN

As stated

1. Details of substantial holder (1)

Name ACN/ARSN (if applicable)

GARDA Funds Management Limited as responsible entity of the GARDA Capital Trust ( GARDA Capital Trust ) ARSN 150 164 720

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

substantial holder on 25/02/2020 The previous notice was given to the company on 04/12/2019 The previous notice was dated 04/12/2019

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_)_	Previous notice_)_	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Fully paid ordinary	21,900,363	9.62% (based on227,644,361 stapledsecurities on issue)	15,233,693	6.69% (based on227,644,361 stapledsecurities on issue)

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 ofchange	Person whoserelevant interestchanged	Nature ofchange (6)	Considerationgiven in relationto change (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
25/02/2020	GARDA Capital Trust	Transfer of 6,666,670 stapledsecurities in satisfaction of debtowed by GARDA PropertyGroup.	Aggregate ofAU$9,000,000.	Fully paidordinary	(6,666,670)

4. Present relevant interests

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

Holderofrelevant interest	Registeredholderofsecurities	Person entitled to be registeredas holder (8)	Nature of relevant interest(6)	Class andnumber ofsecurities	Person’svotes
GARDA CapitalTrust	The Trust Company(Australia) Limited ascustodian for GARDA FundsManagement Limited asresponsible entity of theGARDA Capital Trust	The Trust Company (Australia)Limited as custodian forGARDA Funds ManagementLimited as responsible entity ofthe GARDA Capital Trust	Relevant interest undersection 608(1) of theCorporations Act 2001(Cth)	15,233,693fully paidordinarystapledsecurities	15,233,693

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
	The Trust Company	(Australia) Limited	Level 18 Angel Place, 123 Pitt Street Sydney NSW 2000
	ACN 000 000 993
	GARDA Capital Trust		Level 21, 12 Creek St, Brisbane QLD 4000
Signature
	print name	Lachlan Davidson	capacity	Company Secretary
	sign here		date	25/02/2020
			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)	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.