GDI PROPERTY GROUP — AGM Information 2016

Sep 26, 2016

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ASX ANNOUNCEMENT

27 September 2016

GDI Property Group 2016 AGM – Notice of meeting

GDI Property Group’s 2016 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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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 )

(together , the Meetings ),

will be h e ld concurrently at 10:3 0 am (Sydne y time) on T hursday 10 November 2 016 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 b y GDI Prop e rty and GD I Funds Ma n agement Li m ited (ACN 1 07 354 00 3 , AFSL 253 142), the r esponsible e ntity of GDI Trust.

Clause 9. 1 of Schedule 2 and cla u se 10.1 of S chedule 1 o f the respe c tive Constit u tions of G D I Property and the G DI Trust pr o vide that m e etings of m embers of G DI Propert y and unitholders of GDI Trust may be held i n conjunctio n with each other whil e stapling of the shares in GDI Prop e rty to the u nits in the GDI Trust applies. Ac c ordingly, where applic a ble, the m e eting will be a Meetin g of Securit y holders of both GDI P roperty an d GDI Trust (together, the 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 G D I Property a nd its cont r olled entiti e s for the ye a r ended 30 June 2016 a nd for GDI Trust and its controlled entities for the year e n ded 30 Jun e 2016.

Unless G D I Property G roup’s Regi s try has been 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 16 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 followin g resolution s in this No t ice relate only to GDI P roperty. W hile the sh a res in GDI Property and the u n its in the G DI Trust a re Stapled Securities, the Corpor a tions Act 2 001 (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 Trust.

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 2016 be a d opted.”

The Rem u neration R e port is set o ut in the 2 016 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

A vote on Resolution 1 must not b e cast (in any capacity) b y, or on be h alf of, the f o llowing per s ons:

• a. a m ember of t h e Key Man a gement Pe r sonnel ( KMP ) whose remuneration details are included in the 2016 Remu n eration Re p ort; or

• b. a closely related party of such a KMP (including close family m embers a n d companies the KMP co n trols).

However, a person d e scribed abo v e may cast a vote on R e solution 1 a s a proxy if the vote is n ot cast on behalf of a person de s cribed above and eithe r :

• a. the proxy appo i ntment is i n writing tha t specifies t h e way the p roxy is to v o te (e.g. for or against)

• on t he resoluti o n; or

• b. the vote is cast by the Chai r man of the M eeting an d the appoin t ment of th e Chairman as proxy: i. does not specify the w ay the pro x y is to vote on the resolution; and ii. expressl y authorises t he Chairm a n to exercis e the proxy e ven if the r esolution is connected directly o r indirectly w ith the re m uneration of a member of the KMP.

“Key ma n agement p e rsonnel” a n d “closely r elated part y ” have the same mea n ing as set out in the Corporati o ns Act 200 1 (Cth).

Resolution 2: Re‐Election of Mr Anthony Veale 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, Anthony Veal e , who retir e s in accord a nce with c l ause 11.3(b ) of GDI Pr o perty Grou p Limited’s Constituti o n, having o ffered hims e lf for re‐el e ction and being eligible , is re‐elect e d as a Dire c tor of GDI Property G roup Limit e d.”

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 1,168,594 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, GDI Property Group will o n ly disregard any votes c a st on Resol u tion 3 by o r on behalf of Mr Ste v e Gillard as the Executi v e Director o f GDI Prope r ty Group a n d his associ a tes.

However, GDI Proper t y Group ne e d not disre g ard a vote cast on Resolution 3 if:

• a. it i s cast by a person as p roxy for a person wh o is entitle d 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 th e person chairing the M eeting as p roxy for a p erson who is entitled t o vote, in acc o rdance wit h a direction on the pro x y form to v o te as the pr o xy decides.

In additio n , a vote m u st not be c a st on Resol u tion 3 by a member of t he KMP, or a closely re l ated party of a KMP, acting as pr o xy for a pe r son entitle d to vote, if their appoin t ment does n ot specify t h e way the proxy is t o vote on Re s olution 3.

This restr i ction on vo t ing undirected proxies does not a p ply to the C hairman of the Meetin g acting as proxy for a person en t itled to vot e on Resolu t ion 3 becau s e the proxy appointme n t expressly authorises the Chair m an of the M eeting to e x ercise undi r ected proxi e s.

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 27 September 2016

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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 Stapled Sec u rities on is s ue as at 7:00pm (Sydney time) on Tuesday 8 November 2016 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 th a t any Securityholder re g istered at 7 :00pm (Syd n ey time) o n Tuesday 8 November 2016 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 roxy must b e received a t the Share Registry of GDI Proper t y Group no later than 10:30am ( Sydney tim e ) on Tuesd a y 8 Novem b er 2016. Pr o xies must b e received b efore that time by one of the foll o wing meth o ds:

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 valid, a proxy must be received by G DI Propert y Group in the manner stipulated a bove. GDI Property G roup reser v es the right to declare i n valid any p r oxy not rec e ived in this manner.

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 at t orney or other authority) must be r eceived by G DI Propert y Group no later than 10:30am (S y dney time) on Tuesday , 8 Novemb e r 2016 bein g 48 hours b e fore the M e etings.

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 GDI Proper t y and the GDI Trust is a t least two m embers pr e sent in person or by represe n tative holdi n g securities.

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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 ( GDI Property ) and GDI Property T rust (the GDI Trust ) in r elation to t h e business t o be condu c ted at the M eetings to be held on Thursday, 10 November 2016.

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 d o es not bin d GDI Prop e rty 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 the followin g resolution s in this N o tice relate o nly to GDI Property. While the s hares GDI Property a nd the uni t s in the GDI Trust are “ S tapled Sec u rities”, the Corporations Act does n ot require any of th e se resolutions to be ap p roved by th e unitholders of the GDI 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 GDI Pro p erty Group 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 2 0 to 32 in G DI Property Group’s 20 1 6 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 GDI Property.

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: Re‐Election of Mr Anthony Veale as Director

In accord a nce with clause 11.3(b ) of the Constitution, A n thony Veal e retires an d , being eligible, offers himself f o r re‐electio n as a Direct o r.

Mr Veale served as e xecutive chairman of t h e then pri v ate GDI gr o up betwee n 2005 and November 2013, having jointly e s tablished GDI group in 1 993. Mr Veale has bee n involved in launching 36 property investme n t projects w ith a total value in e x cess of $1. 2 5 billion. Prior to listi n g, Mr Veal e was also responsible for the e stablishme n t of GDI g roup’s unr e gistered managed inv e stment sc h emes and promotio n activities, a nd oversig h t of the operation and performance of those sc h emes.

Mr Veal e is a me m ber of the Audit, Ris k and Compliance an d Nominati o n and Re m uneration Committ e es.

The Directors (with A nthony Vea l e abstainin g ) recomm e nd that Securityholders vote in favour of this Resolutio n .

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 can 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 and 2015 AG M s.

How man y Performance Rights will Mr Gillard receive?

The Boar d intends t o offer Mr G illard 1,16 8 ,594 of Pe r formance Rights to th e “value” of $803,250. These Performance Rights will be subject to t h e hurdles d e scribed bel o w.

The prop o sed size o f the grant t o Mr Gillard is 54% 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 2016 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.

	Number o f Performan ce Rights	Number o f Performan ce Rights	Value($)
Short term incentive( STI)	259,322		229,500
Longterm incentive(L TI)	909,272		573,750
Total	1,168,594		803,250

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

The STI p r ovides an a nnual opportunity for a n incentive award. Mr Gillard is a s sessed on a balanced scorecard based on m easures relating to longer term p e rformance o utcomes a l igned to G D I Property Group’s s t rategic obj e ctives, as w e ll as annua l goals and w orkplace b e haviours, including leadership and commitm e nt.

Notwiths t anding Mr Gillard meeting or exc e eding his p erformance measures, or some t h ereof, the Board ma y determine to reduce ( b ut not incr e ase) the STI entitlemen t at its absol u te discretion.

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For the y e ar ended 30 June 201 6 , Mr Gillar d received a n STI award of $459,00 0 , 80% of hi s potential entitlement, based o n the Balanc e d Scorecar d approach s h own below:

Financial	Financial	Operati	onal	Peo ple and	cultu	re	Total
% weigh ting	% of to tal STI	% weighting	% of total STI	% weighti ng of	% of	total STI	Total STI
of tota l STI	g ranted	o f total STI	granted	tot al STI		granted	granted %
40%	20%	30%	30%	30%		30%	80%

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 50% cash, 50% perf o rmance rig h ts where t h e principle p erformanc e condition is contin u ed employ m ent (or a g ood leaver) for three years from t h e conclusi o n of the p e rformance year. Su b ject to Mr G illard remaining in em p loyment at 3 0 June 2019, 259,322 p erformanc e rights will vest for n i l consideration (value o f $229,500).

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)
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 2019)

TSR: Movement i n security p r ice and dist r ibutions. For the peri o d ended 3 0 June 2016, t he commencing securit y price is ba s ed on the 30 June 2016 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 2016, the comme n cing NTA is based on the 30 June 2016 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 GDI Property has i n troduced t h e Plan is n o t only to a t tract 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 2019.

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).

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

Listing Ru l e 10.14 requires the approval of or d inary shareholders to i s sue securiti e s under an employee incentive s cheme to a Director of GDI Proper t y. Accordin g ly, approval for the gra n t of the Pe r formance Rights to Mr Gillard is required. A p proval of t h is resolutio n will result in the grant o f Performance Rights to Mr Gil l ard falling w ithin exception 14 in L i sting Rule 7 .2 (in addit i on to exce p tion 9, whi c h already applies). T herefore, the issue of St a pled Securi t ies to Mr Gi l lard will not be included in the 15% c alculation for the purposes of Listing Rule 7.1. The issue o f Stapled Se c urities in G D I Property G roup on the vesting of the Rights will also be excluded from Listing Ru l e 7.1.

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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 1,168,594 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 1,1 6 8,594 Sta p led Securities may be allotted to Mr Gillard upon the conversion of vested Per f ormance R i ghts, for nil financial c o nsideration. 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.

• Sin c e the date of last sec u rityholder a pproval, Mr Gillard is t he only person identified in ASX Listing Rule 10. 1 4 to have been grante d Stapled Se c urities und e r the Plan. M r Gillard w as granted 1,3 0 4,143 Perf o rmance Rights for nil financial con s ideration following sec u rityholder a pproval at the 2015 AGM. No other p ersons ide n tified in A S X Listing R u le 10.14 h a ve receive d 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 G r oup and ac c ordingly is t he only Director entitl e d to partici p ate in the Pla n .

• 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 S t apled Secu r ities issued u nder the F Y 2016 Execu t ive Award w ill be publi s hed 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 Sta p led Securities was obtained under A SX Listing Rule 10.14.

• GD I Property G r oup is expected to allo c ate the Per f ormance Ri g hts shortly a fter the M e etings but in any event, n o later than 1 2 months a f ter the Me e tings.

• If approval is g i ven for the issue of St a pled Securi t ies under ASX Listing R ule 10.14, a pproval is not required un d er Listing Rule 7.1.

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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