GDI PROPERTY GROUP — AGM Information 2015

Sep 27, 2015

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ASX ANNOUNCEMENT

28 September 2015

GDI Property Group 2015 AGM – notice of meeting

GDI Property Group’s 2015 notice of Annual General Meeting is attached, along with the proxy form.

Media Enquiries:

Steve Gillard Managing Director +61 2 9223 4222

David Williams Chief Financial Officer +61 2 9223 4222

steve@gdi.com.au

david@gdi.com.au

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Dear Secu r ityholder,

On behalf of the Boar d I am pleased to invite y o u to attend the Annual G eneral Mee t ing of Mem b ers of GDI Property Group Limited ( the Company ) and Gen e ral Meeting o f Unitholder s of GDI Property Trust ( the Meetings or AGM ). T he following information i s enclosed:

• the Notice of Ge n eral Meetin g s;

• an E xplanatory M emorandum ;

• a P r oxy Form; an d

• a r e ply paid env e lope for lod g ing your pr o xy form and / or sending any written q u estions to t h e Company bef o re the Meetings.

Meetings

The Meeti n gs will be held on Thursd a y 12 Novem b er 2015 at 1 0 :30am (Sydn e y time) in th e Corinthian R oom of the SMC Conf e rence and Function Centr e , Ground Flo o r, 66 Goulb u rn Street, Sy d ney. You are invited to join the Board for refreshments after t h e Meetings.

Business of the Meetings

The busin e ss of the M e etings is set out in the N o tice of Ann u al General M eeting (the Notice ). The Notice and Explanatory Memoran d um set out important information in relation t o the matte r s to be co n sidered by Securityholders at the M eetings, and I encourage y ou to read t h ese material s carefully.

Attendance

If you are attending th e Meetings, p lease bring y our personalised proxy form to allow t he Registry t o promptly register your attendanc e at the Meeting. The regis t ration desk w ill be open f r om 10:00am .

If you are u nable to att e nd in person , you may wi s h to appoint a proxy to at t end and vot e at the Mee t ings in your place. Please refer to th e Notice and P roxy Form r e garding the a ppointment o f a proxy.

Securityholder Questions

Securityholders attendi n g the Meeti n gs will have t he opportun i ty to ask questions at the Meetings. If y ou have an issue or question that y o u would like to be discuss e d at the Me e tings, please send your q u ery to:

The Secret a ry, GDI Property Group Li m ited, info@ g di.com.au.

I look forward to seeing as many Sec u rityholders a s possible at t he Meetings.

Yours sinc e rely,

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Graham Kelly Chairman GDI Property Group Limited

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GDI Property Group Limited (ACN 166 479 189)

and

GDI Property Trust (ARSN 166 598 161)

NOTICE OF GENERAL MEETINGS

Notice is g iven that the:

• An n ual General Meeting o f Members of GDI Property Group Limited (A C N 166 479 189) ( GDI Property ); and

• Ge n eral Meeti n g of Unitholders of GDI Property Trust (ARSN 1 6 6 598 161) ( GDI Trust ) ( Meetings ),

will be h e ld concurrently at 10:3 0 am (Sydne y time) on T hursday 12 November 2 015 in the Corinthian Room of t he SMC Conference and Function C e ntre, Ground Floor, 66 G oulburn St r eet, Sydney .

This Noti c e is issued by GDI Pro p erty Group Limited (A C N 166 479 189) and G D I Funds M a nagement Limited ( A CN 107 354 003, AFSL 2 5 3 142), the responsible entity of G D I Property T rust.

Clause 9. 1 of Schedul e 2 and cla u se 10.1 of S chedule 1 of the respective Constit u tions of th e Company and the Trust provid e that meeti n gs of mem b ers of the C ompany and unitholde r s of GDI Tr u st may be held in conjunction w i th each oth e r while sta p ling of the s hares in th e Company t o the units i n the Trust applies. A ccordingly, where applicable, the m eeting will be a Meeting of Secur i tyholders of both the Company and the Tru s t ( GDI Property Group o r Group ).

The Expla n atory Me m orandum a c companyin g this Notice of Meeting provides ad d itional info r mation on the matt e rs to be con s idered at t h e AGM. Th e Explanator y Memoran d um and the proxy form are part of this Notic e of Meetin g .

A. CONSIDERATION OF REPORTS

To receive and consider the A n nual Finan c ial Report, the Direct o rs’ Report and the In d ependent Auditor’s Report of GDI Property Group Limit e d and its c o ntrolled entities for ye a r ended 30 June 2015 and for the GDI Property Trust an d its controlled entities for the year e nded 30 Ju n e 2015.

Unless th e Company’ s Share Regi s try has bee n notified o t herwise, Se c urityholder s have not b een sent a hard cop y of the An n ual Report. All Securit y holders ca n view the A nnual Rep o rt which c o ntains the Financial R eport for t h e year end e d 30 June 2 0 15 on GDI P roperty Group’s websit e at www.gdi.com.au

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A resoluti o n of Securi t yholders is n ot require d for this ite m of busines s .

B. QUESTIONS AND COMMENTS

Following considerati o n of the Re p orts, the C h airman will give Securit y holders a r e asonable o p portunity to ask qu e stions about or comme n t on the m a nagement o f GDI Property Group.

The Chai r man will also give Securityholders a reasona b le opportu n ity to ask t he Auditor questions relevant t o :

• a. the conduct of t he audit; b. the preparatio n and content of the Ind e pendent Auditor’s Report; c. the accounting policies adopted by GDI Property Group in r e lation to t h e preparation of the fin a ncial state m ents; and

• d. the independe n ce of the A u ditor in relation to the c onduct of t h e audit.

The Chair m an will als o give the A u ditor a reas o nable opp o rtunity to a n swer writt e n questions submitted by Securi t yholders th a t are relev a nt to the c o ntent of th e Independe n t Auditor’s Report or t h e conduct of the au d it. A list of w ritten que s tions subm i tted by Sec u rityholders will be mad e available a t the start of the M e eting and a n y written answer tabled by the Auditor at the Meeting wi l l be made a vailable as soon as p r acticable af t er the Mee t ing.

C. ITEMS FOR SECURITYHOLDER APPROVAL

Each of t h e following resolutions in this Not i ce relate o n ly to GDI Property Gro u p Limited. While the shares in t he Company and the u n its in the T r ust are Stapled Securiti e s, the Corp o rations Act 2001 (Cth) ( Corporations Act ) d o es not require any of t h ese resolut i ons to be a p proved by t he unithol d ers of GDI Property T rust.

Resolution 1: Remuneration Report

To consider and, if t h ought fit, t o pass the f o llowing as an advisory resolution o f GDI Prop e rty Group Limited:

“That, th e Remuneration Report (which for m s part of the Director s ’ Report) f o r GDI Prop e rty Group Limited f o r the year e n ded 30 Jun e 2015 be a d opted.”

The Rem u neration R e port is set o ut in the 2 015 Annual Report. Please note th a t, in accor d ance with section 2 5 0R(3) of th e Corporati o ns Act, the v ote on thi s resolution i s advisory o nly and do e s not bind the Direc t ors of GDI Property Gro u p Limited.

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Voting Exclusion Statement

In accord a nce with A S X Listing Rule 14.11, th e Company w ill disregar d any votes c ast on Resolution 1 (in any capa c ity) by or on behalf of, t h e following persons:

• a m ember of t h e Key Man a gement Per s onnel ( KMP ) whose re m uneration i s included i n the 2015 Re m uneration R eport; and

• a c l osely relat e d party (su c h as close family me m bers and a n y controlle d companies) ( Closely Related Party ) of a me m ber of th e KMP wh o se remun e ration is i n cluded in the 2015 Re m uneration R eport.

However, the Compa n y need not d isregard a v ote cast on Resolution 1 as a proxy f or a person who is entitled t o vote and:

• a. the proxy appointment is i n writing an d specifies h ow the pro x y is to vote (for, agains t , abstain); or

• b. the vote is cast by the pers o n chairing t h e meeting a nd: i. the appo i ntment do e s not specif y how the p r oxy is to vote; and

• ii. the appointment expressly auth o rises the ch a ir of the M e eting to ex e rcise the proxy even if the resol u tion is con n ected direc t ly or indire c tly with the remunerati o n of a me m ber of the KMP.

Resolution 2: Election of Ms Gina Anderson as Director

To consider and, if t h ought fit, p ass the following as an ordinary r esolution o f GDI Prop e rty Group Limited:

“That, M s Gina Ande rs on, who re t ires in acco r dance with clause 11.3 ( b) of GDI Pr o perty Grou p Limited’s Constituti o n, having offered her s elf for ele c tion and b e ing eligibl e , is electe d as a Dire c tor of the Company.”

Resolution 3: Issue of Performance Rights under the GDI Property Group Performance Rights Plan to Mr Steve Gillard, Managing Director

To consider and, if t h ought fit, p ass the following as an ordinary r esolution o f GDI Prop e rty Group Limited:

“That, fo r the purpo s es of ASX L isting Rule 10.14 and f or all other purposes, t he issue of 1,304,143 performa n ce rights to Mr Steven G illard, Managing Direc t or, in accor d ance with t h e GDI Property Group Performa n ce Rights P lan on the t erms descri b ed in the E x planatory M emorandu m which fo r ms part of the Notic e of Meeting , is approve d .”

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Voting Exclusion Statement

The Non‐ E xecutive Directors are ineligible to participate in the GDI P r operty Gro u p Perform a nce Rights Plan, bei n g the only e mployee incentive sch e me within t he Group. T herefore, i n accordanc e with ASX Listing Rule 14.11, th e Company w ill only disr e gard any v o tes cast on Resolution 3 by or on b e half of Mr Steve Gill a rd as the E x ecutive Dir e ctor of GDI P roperty Gr o up and his a ssociates.

However, the Compa n y need not d isregard a v ote cast on Resolution 3 if:

• a. it i s cast by a person as p roxy for a person wh o is entitled to vote, i n accordanc e with the dir e ctions on t h e proxy for m ; or

• b. it i s cast by the person chairing the me e ting as pro x y for a per s on who is e n titled to v o te and the ap p ointment e x pressly au t horises the chair of the Meeting t o exercise t he proxy e ven if the res o lution is co n nected dir e ctly or indir e ctly with the remunera t ion of a me m ber of the KMP.

By order of the Dir e ctors of G D I Property Group Limited and G D I Funds M a nagement Limited as responsible entity for GDI Property Trust.

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David Williams Company Secretary 29 September 2015

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ENTITLE M ENT TO AT T END AND V O TE

In accordance with t he Corpor a tions Regu l ations 200 1 (Cth), the Directors o f GDI Pro p erty have determin e d that the S tapled Sec u rities on is s ue as at 7: 0 0pm (Sydn e y time) on T uesday 10 November 2015 will be taken, f o r the purpo s es of the M eetings, to be held by the persons w ho held them at that time. Thi s means tha t any Securi t yholder registered at 7:00pm (Sydney time) on Tuesday 10 November 2015 is e n titled to att e nd and vot e at the Me e tings.

If more t h an one joi n t holder of Stapled Sec u rities is pr e sent at the Meetings ( w hether personally, by proxy or b y attorney or by repre s entative) a n d tenders a vote, only t he vote of t he joint holder whose name ap p ears first on the registe r will be cou n ted.

Voting by Proxy

If you ar e a Securit y holder enti t led to attend and vot e , you may appoint a n individual or a body corporate as a proxy. If a body corporate is a p pointed as a proxy, tha t body corp o rate must e nsure that it appoin t s a corpor a te represe n tative in a c cordance w ith section 250D of th e Corporati o ns Act to exercise i t s powers as proxy at th e Meetings.

A proxy n e ed not be a Securityholder of GDI Property Gro u p.

A Securit y holder ma y appoint up to two pr o xies and sp e cify the pr o portion or number of v otes each proxy ma y exercise. I f the Secur i tyholder d o es not spe c ify the pro p ortion or n umber of votes to be exercised , each proxy may exercise half of the Securityhol d er’s votes.

To be eff e ctive, the p r oxy must b e received a t the Share R egistry of t h e Company no later than 10:30am (Sydney t i me) on Tue s day 10 No v ember 201 5 . Proxies m u st be recei v ed before t h at time by one of the following methods:

By post: G D I Property G roup Limited C/ – Link Market Services L imited Locked Bag A14 Sy d ney South N SW 1235 A u stralia Online: Lo g onto ww w .linkmarke t services.co m .au and fo l low the ins t ructions. You will need to put you r Securityholder Refere n ce Number (SRN) or H o lder Identification Num b er (HIN), d e tails and po s tcode. By delive r y: Li n k Market S e rvices Limit e d 1 A Homebush Bay Drive Rhodes NSW 2 138 By facsim i le: In Australia 02 9287 0309 Fr o m outside A ustralia +6 1 2 9287 0309

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To be val i d, a proxy m ust be rec e ived by th e Company i n the mann e r stipulate d above. Th e Company reserves the right to d eclare invalid any proxy not receive d in this ma n ner.

Voting by Attorney

A proxy f o rm and th e original p o wer of att o rney (if an y ) under wh i ch the pro x y form is si g ned (or a certified c opy of that power of a t torney or o t her authori t y) must be received by the Compa n y no later than 10:3 0 am (Sydne y time) on T u esday, 10 N ovember 2 0 15 being 48 hours befo r e the Meeti n gs.

Corporat e Representatives

A body c o rporate w h ich is a Se c urityholder , or which h as been appointed as a proxy, is e ntitled to appoint a n y person t o act as its r e presentati v e at the Meetings. The a ppointmen t of the rep r esentative must co m ply with th e requirem e nts under s ection 250 D of the Co r porations A ct. The rep r esentative should br i ng to the M eetings a p r operly exe c uted letter or other do c ument con f irming its authority to act as the company’s r epresentative.

Quorum

The quor u m for a me e ting of bot h the Compa n y and the T rust is at least two me m bers presen t in person or by rep r esentative h olding secu r ities.

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EXPLANATORY MEMORANDUM

This Expl a natory Memorandum has been p repared for the infor m ation of S ecurityhold e rs of GDI Property G roup, comprising the s tapled enti t ies GDI Pr o perty Grou p Limited ( the Company ) and GDI Property T rust ( the Trust ) in relation to the business to be conducted at the M eetings to b e held on Thursday, 12 November 2015.

The purp o se of this E xplanatory Memorand u m is to pr o vide Securi t yholders w i th information that is reasonably required b y Securityh o lders to de c ide how to v ote upon the resolutions.

The Direc t ors unanimously reco m mend Secu r ityholders v ote in favo u r of all Res o lutions; for reasons of good go v ernance, e a ch Directo r respective l y abstains where that Director has an interest in the outcome of a particular resolution and th e se interest s are identified throu g hout this Explanatory Memorandum.

Resolutio n 1 is an A d visory Res o lution. An advisory r e solution does not bin d the Comp a ny or the Directors. The Direct o rs will consider the ou t come of th e vote and c o mments m a de by Securityholders on the r e muneratio n report at the meeti n g. Resolu t ions 2 and 3 to be v o ted on ar e ordinary resolutio n s. An ordin a ry resoluti o n requires a simple ma j ority of vot e s cast by S e curityhold e rs entitled to vote o n the resolution.

Each of t h e followin g resolutions in this Notice relate o n ly to the Company. W hile the sh a res in the Company and the uni t s in the Tr u st are “Sta p led Securiti e s”, the Cor p orations A ct does not require any of these r e solutions t o be approv e d by the un i tholders of t he Trust.

Resolution 1: Remuneration Report

Section 2 5 0R(2) of th e Corporati o ns Act req u ires that th e section of the Directo r s' Report d e aling with the remu n eration of d irector and key management perso n nel ( Remuneration Report ) be put t o the vote of Securit y holders for adoption b y way of a n o n‐binding v o te.

The Rem u neration Report details t he remune r ation polic y for the Co m pany and:

• rep o rts the re m uneration a rrangemen t s for Key M anagement Personnel o f GDI Prop e rty Group ( KMP );

• exp l ains Board p olicies in relation to th e nature and value of re m uneration p aid to KMP; and  dis c usses the relationship b e tween the p olicy and GDI Property Group perf o rmance.

The Repo r t is availabl e on pages 1 8 to 30 in G DI Property Group’s 20 1 5 Annual R e port (available on GDI Property G roup’s we b site: www.gdi.com.au).

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The Chai r man will g i ve Securityholders a r e asonable o pportunity to ask que s tions abou t or make comment s on the Re m uneration R eport.

Resolutio n 1 is an advisory resolu t ion only (as stipulated b y section 2 5 0R(3) of th e Corporatio n s Act) and does not b ind the Dir e ctors or the Company.

A voting e xclusion sta t ement is set out under R esolution 1 in the Noti c e of Meetin g

.

The Dire c tors abstai n , in the interests of c o rporate go v ernance, fr o m making a recomm e ndation in relation t o this Resolution.

Resolution 2: Election of Ms Gina Anderson as Director

In accord a nce with clause 11.3( b ) of the C o nstitution, M s Gina An d erson retir e s and, bei n g eligible, offers herself for elec t ion as a Dir e ctor.

Ms Ande r son is a s e nior profe s sional with diverse ex p erience in an ASX Top 10 publi c company (Westpac ) , large pri v ate compa n y (St Hilliers) and no n ‐profit org a nisation (P h ilanthropy Australia), having h e ld chief e x ecutive, corporate aff a irs, stakeholder enga g ement, co m municatio n s, project management and hu m an resourc e s roles. Ms A nderson w a s appointe d as a Direct o r in Octob e r 2013.

The Direc t ors (with M s Anderson) recommend that Securi t yholders vo t e in favour o f this Resol u tion.

Resolution 3: Issue of Performance Rights under the GDI Property Group Performance Rights Plan to Managing Director, Mr Steve Gillard

Resolutio n 3 deals with the prop o sed issue o f Performa n ce Rights t o Managing Director, St e ve Gillard under the GDI Proper t y Group Pe r formance R i ghts Plan ( Plan ) which w as approve d at the 201 4 AGM.

The Plan

The object of the Pla n is to provi d e an incenti v e for Eligib l e Participants to remai n in employ m ent in the long ter m and recog n ise future e fforts and contributio n in the performance a n d success o f the GDI Property G roup.

Under th e Plan, GDI P roperty Gr o up is able t o grant ap p ropriately s tructured i n centive aw a rds to Mr Gillard, a n Eligible Pa r ticipant. The Board has determined that the eq u ity incenti v es to be granted to Mr Gillard wi l l be in the f orm of Perf o rmance Ri g hts, which w ill only ves t on the sati s faction of appropriate performa n ce conditions.

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The Boar d believes th a t this struc t ure is appr o priate for t h e following reasons:

• the grant of Pe r formance R i ghts is in ac c ordance wi t h acceptable market pr a ctice;

• the grant of Pe r formance Rights will ha v e minimal d ilutionary e ffect on the issued security capital of G DI Propert y Group;

• the grant of Pe r formance R i ghts will re w ard Mr Gill a rd for his e x ertion and p erformanc e ; and

• ves t ed Perfor m ance Right s can creat e recognisa b le value to executives, which wh e n granted un d er transpar e nt and robust performance conditions, contai n ing stretch elements, e nsure real Securityholder v alue creati o n.

Securityh o lders appr o ved the gra n t of perfor m ance rights to Mr Gillard under the Plan at the 2 014 AGM.

How man y Performance Rights will Mr Gillard receive?

The Boar d intends to o ffer Mr Gill a rd Performance Rights t o the “valu e ” of $918,0 0 0. These Performa n ce Rights w ill be subjec t to the hur d les describ e d below.

The prop o sed size o f the grant t o Mr Gillard is 49% o f his Total Remuneratio n , consistent with the remuneration frame w ork as deta i led in the Remuneratio n Report for the year e n ded 30 Jun e 2015 and following a review by the Board o f Mr Gillard ’ s performa n ce for the y ear. The d o llar value is converted into the n umber of P e rformance Rights base d on an independent valuation, taki n g into acco u nt factors including the perfor m ance condi t ions, securi t y price vol a tility, term, distribution yield and t h e security price at g r ant date.

price at gr ant date.
	Number o f Performan ce Rights		Value($)
Short term incentive( STI)	393,429		$344,250
Longterm incentive(L TI)	910,714		$573,750
Total	1,304,143		$918,000

These Pe r formance R ights may vest into f u lly paid or d inary Stapled Securiti e s if the P e rformance Conditions and Vest i ng Conditi o ns (described below) are met. A lternativel y , if the P e rformance Conditions are met, t he Board m ay determi n e in its absolute and unfettered d i scretion th a t a vested Performa n ce Right wi l l be satisfie d by GDI Property Grou p making a c a sh paymen t to Mr Gilla r d in lieu of allocating Stapled Securities. In this instance, t he cash pa y ment made will be an amount equ a l to the 10 day volu m e weighted average m a rket price o f all GDI Pr o perty Group Stapled S e curities tra d ed on the ASX up to the date of settlement m ultiplied b y the number of vested P erformanc e Rights.

STI Performance Con d itions & Ve s ting Conditi o ns

Mr Gillar d ’s annual r e muneration includes th e potential t o receive a short term i ncentive of up to 30% ($573,75 0 ) of his total remuneration for the y ear ended 3 0 June 201 5 . The ‘gate ’ to any pay m ent of an STI was o u tperforming the GDI P r operty Gro u p Prospect u s and Prod u ct Disclosu r e Statement dated 25 November 2013 for t h e Initial Pu b lic Offer of s ecurities fo r ecasts in relation to Funds From Op e ration.

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If this ‘ga t e’ was achieved, then i ndividuals w ere assess e d based on measures r elating to l o nger term performa n ce outcom e s aligned t o GDI Proper t y Group’s strategic obj e ctives, as w ell as annual goals and workplac e behaviour s , including l e adership a n d commitm e nt.

For the y e ar ended 3 0 June 2015, as the ‘gate’ to pay m ent of an STI was ac h ieved, Mr G illard was assessed o n his indiv i dual measures set by t h e Board. A lthough th e Board con c luded that Mr Gillard achieved or exceed e d his long e r term p e rformance outcomes, his annual goals and workplace behaviou r s, 10% of hi s potential S TI was ded u cted due to the relative weakness i n GDI Prope r ty Group’s security price.

To furthe r enhance t h e alignment with secu r ityholders, t he Board d e termined t h at any STI granted to Mr Gillar d would be split 1/3 cas h , 2/3 perfor m ance right s where the principle performance c ondition is continue d employme n t for three years from the conclu s ion of the p erformanc e years. Su b ject to Mr Gillard r e maining in employme n t at 30 J u ne 2018, 3 93,429 per f ormance r i ghts will v e st for nil considera t ion.

LTI Performance Con d itions & Ve s ting Conditi o ns

Performa n ce Conditio n

The Perf o rmance Ri g hts are su b ject to th e achievem e nt of two elements ‐ Target 1 f o r 50% of Performa n ce Rights g r anted and T arget 2 for t he other 50 % of the Performance Rights grante d (together the Performance Condition ) as described b elow. Th e two elem e nts compri s ing the P e rformance Condition drive GDI Property Group’s financi a l performa n ce and hav e been reco g nised by the Board as fundame n tal to the f u ture succe s s of GDI Pr o perty Group. Perform a nce Condit i ons for fut u re awards under th e Plan may have similar attributes and althou g h not exh a ustive are e xpected t o be based around fi n ancial, ope r ational, sha r e price and individual t a rgets.

Target 1 (50% of the Performance Rights)

T otal Security holder Retu rn(TSR)	Vesting pe rcentage (fo r TSR measu re)	Vesting pe rcentage (fo r TSR measu re)	Vesting pe rcentage (fo r TSR measu re)
Does no t reach the5 the Com 0thpercenti parator Gro le of the TSR up of	0%
Reaches of the Co or exceeds t mparator G 75th he 50thperc roup but doe percentile entile of the s not reach TSR the	50% , plus 2% fo abov r every one e the 50thpe percentile i rcentile. ncrease
Reaches or exceeds t Comp he 75thperc arator Grou entile of the p TSR			100%

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Target 2 (50% of the Performance Rights)

50 % ‐ Absolut e Total Retu rn(ATR)		Vesting pe rcentage (fo r ATR measu re)	Vesting pe rcentage (fo r ATR measu re)
D oes not ach ieve an ATR of 10%		0%
Achieves or exceeds achieve an ATR of 10 an ATR of 1 % but does 2% not	50% up to 100% (at 12% AT basis R) on a stra ight line
Ac hieves or ex ceeds an AT R of 12%			100%

Where:

Both Target 1 & Targ e t 2 will be t e sted over a three year period (i.e. te s ted as at 3 0 June 2018) TSR: Movement i n security p r ice and dist r ibutions. For the peri o d ended 3 0 June 2015, t he commencing securit y price is ba s ed on the 30 June 2015 security p r ice of GDI P r operty Gro u p and its TS R Comparat o r Group. ATR: Movement i n Net Tangi b le Assets ( NTA ) and dis t ributions. For the peri o d ended 3 0 June 2015, the comme n cing NTA is based on the 30 June 2015 NTA. TSR Com p arator Dexus Prop e rty Group, GPT Group , Cromwell P roperty Gr o up, Abacus Property Group Group, Investa Office F u nd, 360 Ca p ital Office T rust, 360 Ca pital Grou p , Charter Hall Group, GPT Metro O ffice Fund a nd Centuria Metropolit a n REIT.

Vesting C o ndition

One of t h e reasons that the Co m pany has i n troduced t h e Plan is n o t only to a ttract and reward key executive s , but to re t ain them a s well. Ther e fore the B o ard has resolved that a tenure ba s ed vesting condition is the most a ppropriate hurdle for c u rrent purp o ses.

Therefor e , subject to t he Perform a nce Condit i on being m e t, the Performance Rig h ts will vest p rovided Mr Gillar d remains e m ployed by G DI Property Group as 3 0 June 2018.

In limited circumstan c es, the Bo a rd in its ab s olute discr e tion may d e termine to vest the P e rformance Rights gr a nted to Mr Gillard eve n if the Vest i ng Condition is not me t (for exam p le, should M r Gillard’s employm e nt cease d u e to redundancy, death or disablem e nt).

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Technical Information (for the purposes of the ASX Listing Rules)

Pursuant to the req u irements o f ASX Listin g Rule 10.1 5 , the follo w ing inform a tion is pro v ided with regard to Resolution 3 :

• Mr Steven Gillard is the Ma n aging Dire c tor and is a n Executive D irector of GDI Property Group.

• Mr Gillard will be granted 1,304,143 P erformanc e Rights for nil financia l consideration which, su b ject to the a chievemen t of Perfor m ance Conditions and Vesting Conditions, may convert to Sta p led Securities in the c a pital of G D I Property G roup on a one‐for‐on e basis. As s uch up to 1,3 0 4,143 Sta p led Securities may be allotted to Mr Gillard upon the conversion of vested Per f ormance Rights, for nil financial consideration. Any Stapl e d Securitie s allotted to Mr Gillard ma y be acquir e d on market or issued b y GDI Prop e rty Group. Alternativel y , should P e rformance Rig h ts vest, th e Board may determine in its absol u te discretio n that a ves t ed Performance Right will be satisfie d by the Gr o up making a cash pay m ent to Mr G illard in lie u of allocating Stapled Securities.

• Mr Gillard was granted se c urities und e r the Plan in 2014, foll o wing secur i tyholder approval. Mr Gill a rd was g r anted 286,874 Perfor m ance Rig h ts for nil financial c o nsideration following sec u rityholder a pproval at the 2014 A G M. No oth e r persons i d entified in ASX Listing Rule 10.14 ha v e received securities un d er the Plan .

• Th e Terms an d Condition s of the G D I Property G roup Perf o rmance Ri g hts Plan provide that Executive Direc t ors are elig i ble to parti c ipate in par t icular awar d s. Mr Gilla r d is the onl y Executive Dir e ctor of GDI Property Gr o up.

• Th e Performance Rights w ill be grant e d under t h e terms and condition s of the G D I Property Gr o up Perform a nce Rights P lan.

• A Voting Exclus i on Stateme n t is set out under Resolution 3 in the Notice of M eeting.  Th e re is no loa n attaching t o the offer u nder the Pl a n.  De t ails of any securities i s sued unde r the FY20 1 5 Executive Award wil l be publis h ed in GDI Property Grou p ’s future a n nual Remu n eration Re p orts, including that ap p roval for t h is issue of sec u rities was o btained un d er ASX Listi n g Rule 10.1 4 .

• Th e Company is expected to allocate t he Perfor m ance Rights shortly aft e r the Annual General Me e ting but in a ny event, w ithin one y e ar after the Meetings.

The Direc t ors (with M r Gillard abs t aining) rec o mmend that Securityho l ders vote in f avour of this Resolutio n .

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GDI Property Group Limited ACN 166 479 189

GDI Funds Management Limited ABN 34 107 354 003, AFSL 253142 as responsible entity of GDI Property Trust, ARSN 166 598 161

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

• BY MAIL

• GDI Property Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



• +61 2 9287 0309

• BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO Telephone: +61 1300 554 474 PROXY FORM I/We being a securityholder(s) of GDI Property Group Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:30am (Sydney time) on Thursday, 12 November 2015 at Corinthian Room of the SMC Conference and Function Centre, 66 Goulburn Street, Sydney (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1 and 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 and 3, even though the Resolutions are connected directly or indirectly with the remuneration of a member of Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 Remuneration Report

• 2 Election of Ms Gina Anderson as Director

• 3 Issue of Performance Rights under the GDI Property Group Performance Rights Plan to Mr Steve Gillard, Managing Director

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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Securityholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Securityholder 3 (Individual) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

GDI PRX501B

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:30am (Sydney time) on Tuesday, 10 November 2015, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a securityholder of the Company.

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default Reference Number (SRN) or Holder Identification Number (HIN) to the Chairman of the Meeting, who is required to vote those proxies as as shown on the front of the Proxy Form). directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy BY MOBILE DEVICE QR Code Form, including where the Resolutions are connected directly or indirectly Our voting website is designed specifically with the remuneration of KMP. for voting online. You can now lodge VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT your proxy by scanning the QR code adjacent or enter the voting link You may direct your proxy how to vote by placing a mark in one of the www.linkmarketservices.com.au into boxes opposite each item of business. All your securities will be voted in your mobile device. Log in using the accordance with such a direction unless you indicate only a portion of Holder Identifier and postcode for your voting rights are to be voted on any item by inserting the percentage or securityholding. number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy To scan the code you will need a QR code reader application may vote as he or she chooses. If you mark more than one box on an item which can be downloaded for free on your mobile device. your vote on that item will be invalid. BY MAIL  APPOINTMENT OF A SECOND PROXY GDI Property Group Limited You are entitled to appoint up to two persons as proxies to attend the C/- Link Market Services Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 security registry or you may copy this form and return them both together. Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the  BY FAX percentage of your voting rights or number of securities applicable to +61 2 9287 0309 that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half  BY HAND delivering it to Link Market Services Limited your votes. Fractions of votes will be disregarded; and 1A Homebush Bay Drive (b) return both forms together. Rhodes NSW 2138 SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: * During business hours (Monday to Friday, 9:00am–5:00pm) Individual: where the holding is in one name, the holder must sign. Joint Holding:* where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s security registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.