GDI PROPERTY GROUP — AGM Information 2017

Sep 28, 2017

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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 given that the:

• Annual General Meeting of Members of GDI Property Group Limited (ACN 166 479 189) ( GDI Property ); and

• General Meeting of Unitholders of GDI Property Trust (ARSN 166 598 161) ( GDI Trust )

(together, the Meetings ),

will be held concurrently at 10:30am (Sydney time) on Thursday 16 November 2017 in the Corinthian Room of the SMC Conference and Function Centre, Ground Floor, 66 Goulburn Street, Sydney.

This Notice is issued by GDI Property and GDI Funds Management Limited (ACN 107 354 003, AFSL 253 142), the responsible entity of GDI Trust.

Clause 9.1 of Schedule 2 and clause 10.1 of Schedule 1 of the respective Constitutions of GDI Property and the GDI Trust provide that meetings of members of GDI Property and unitholders of GDI Trust may be held in conjunction with each other while stapling of the shares in GDI Property to the units in the GDI Trust applies. Accordingly, where applicable, the meeting will be a Meeting of Securityholders of both GDI Property and GDI Trust (together, the GDI Property Group or Group ).

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on the matters to be considered at the AGM. The Explanatory Memorandum and the proxy form are part of this Notice of Meeting.

A. CONSIDERATION OF REPORTS

To receive and consider the Annual Financial Report, the Directors’ Report and the Independent Auditor’s Report of GDI Property and its controlled entities for the year ended 30 June 2017 and for GDI Trust and its controlled entities for the year ended 30 June 2017.

Unless GDI Property Group’s Registry has been notified otherwise, Securityholders have not been sent a hard copy of the Annual Report. All Securityholders can view the Annual Report which contains the Financial Report for the year ended 30 June 2017 on GDI Property Group’s website at www.gdi.com.au

A resolution of Securityholders is not required for this item of business.

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B. QUESTIONS AND COMMENTS

Following consideration of the Reports, the Chairman will give Securityholders a reasonable opportunity to ask questions about or comment on the management of GDI Property Group.

The Chairman will also give Securityholders a reasonable opportunity to ask the Auditor questions relevant to:

• a. the conduct of the audit;

• b. the preparation and content of the Independent Auditor’s Report;

• c. the accounting policies adopted by GDI Property Group in relation to the preparation of the financial statements; and

• d. the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by Securityholders that are relevant to the content of the Independent Auditor’s Report or the conduct of the audit. A list of written questions submitted by Securityholders will be made available at the start of the Meeting and any written answer tabled by the Auditor at the Meeting will be made available as soon as practicable after the Meeting.

C. ITEMS FOR SECURITYHOLDER APPROVAL

Each of the following resolutions in this Notice relate only to GDI Property. While the shares in GDI Property and the units in the GDI Trust are Stapled Securities, the Corporations Act 2001 (Cth) ( Corporations Act ) does not require any of these resolutions to be approved by the unitholders of GDI Trust.

Resolution 1: Remuneration Report

To consider and, if thought fit, to pass the following as an advisory resolution of GDI Property Group Limited:

“That, the Remuneration Report (which forms part of the Directors’ Report) for GDI Property Group Limited for the year ended 30 June 2017 be adopted.”

The Remuneration Report is set out in the 2017 Annual Report. Please note that, in accordance with section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors of GDI Property Group Limited.

Voting Exclusion Statement

A vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of, the following persons:

• a. a member of the Key Management Personnel ( KMP ) whose remuneration details are included in the 2017 Remuneration Report; or

• b. a closely related party of such a KMP (including close family members and companies the KMP controls).

However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

• a. the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or

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• b. the vote is cast by the Chairman of the Meeting and the appointment of the Chairman as proxy: i. does not specify the way the proxy is to vote on the resolution; and ii. expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

“Key management personnel” and “closely related party” have the same meaning as set out in the Corporations Act 2001 (Cth).

Resolution 2: Re‐Election of Mr Graham Kelly as Director

To consider and, if thought fit, pass the following as an ordinary resolution of GDI Property Group Limited:

“That, Graham Kelly, who retires in accordance with clause 11.3(b) of GDI Property Group Limited’s Constitution, having offered himself for re‐election and being eligible, is re‐elected as a Director of GDI Property Group Limited.”

Resolution 3: Election of Mr John Tuxworth as Director

To consider and, if thought fit, pass the following as an ordinary resolution of GDI Property Group Limited:

“That John Tuxworth, having offered himself for election and being eligible, is elected as a Director of GDI Property Group Limited in accordance with clause 11.3(b) of GDI Property Group Limited’s Constitution.”

Resolution 4: Election of Giles Woodgate as Director

To consider and, if thought fit, pass the following as an ordinary resolution of GDI Property Group Limited:

“That Giles Woodgate, having offered himself for election and being eligible, is elected as a Director of GDI Property Group Limited in accordance with clause 11.5 of GDI Property Group Limited’s Constitution.”

Resolution 5: Issue of Performance Rights under the GDI Property Group Performance Rights Plan to Mr Steve Gillard, Managing Director

To consider and, if thought fit, pass the following as an ordinary resolution of GDI Property Group Limited:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 1,045,338 performance rights to Mr Steven Gillard, Managing Director, in accordance with the GDI Property Group Performance Rights Plan on the terms described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved.”

Voting Exclusion Statement

The Non‐Executive Directors are ineligible to participate in the GDI Property Group Performance Rights Plan. Therefore, in accordance with ASX Listing Rule 14.11, GDI Property Group will only disregard any votes cast on Resolution 5 by or on behalf of Mr Steve Gillard as the Executive Director of GDI Property Group and his associates.

However, GDI Property Group need not disregard a vote cast on Resolution 5 if:

• a. it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b. it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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In addition, a vote must not be cast on Resolution 5 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting because the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

By order of the Directors of GDI Property Group Limited and GDI Funds Management Limited as responsible entity for GDI Property Trust.

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David Williams Company Secretary 29 September 2017

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ENTITLEMENT TO ATTEND AND VOTE

In accordance with the Corporations Regulations 2001 (Cth), the Directors of GDI Property have determined that the Stapled Securities on issue as at 7:00pm (Sydney time) on Tuesday 14 November 2017 will be taken, for the purposes of the Meetings, to be held by the persons who held them at that time. This means that any Securityholder registered at 7:00pm (Sydney time) on Tuesday 14 November 2017 is entitled to attend and vote at the Meetings.

If more than one joint holder of Stapled Securities is present at the Meetings (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Voting by Proxy

If you are a Securityholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the Meetings.

A proxy need not be a Securityholder of GDI Property Group.

A Securityholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the Securityholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the Securityholder’s votes.

To be effective, the proxy must be received at the Share Registry of GDI Property Group no later than 10:30am (Sydney time) on Tuesday 14 November 2017. Proxies must be received before that time by one of the following methods:

By post: GDI Property Group Limited C/ – Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Online: Log onto www.linkmarketservices.com.au and follow the instructions. You will need to put your Securityholder Reference Number (SRN) or Holder Identification Number (HIN), details and postcode. By delivery: Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 By facsimile: In Australia 02 9287 0309 From outside Australia +61 2 9287 0309

To be valid, a proxy must be received by GDI Property Group in the manner stipulated above. GDI Property Group reserves the right to declare invalid any proxy not received in this manner.

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Voting by Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by GDI Property Group no later than 10:30am (Sydney time) on Tuesday, 14 November 2017 being 48 hours before the Meetings.

Corporate Representatives

A body corporate which is a Securityholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the Meetings. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Meetings a properly executed letter or other document confirming its authority to act as the company’s representative.

Quorum

The quorum for a meeting of both GDI Property and the GDI Trust is at least two members present in person or by representative holding securities.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Securityholders of GDI Property Group, comprising the stapled entities GDI Property Group Limited ( GDI Property ) and GDI Property Trust (the GDI Trust ) in relation to the business to be conducted at the Meetings to be held on Thursday, 16 November 2017.

The purpose of this Explanatory Memorandum is to provide Securityholders with information that is reasonably required by Securityholders to decide how to vote upon the resolutions.

The Directors unanimously recommend Securityholders vote in favour of all Resolutions; for reasons of good governance, each Director respectively abstains where that Director has an interest in the outcome of a particular resolution and these interests are identified throughout this Explanatory Memorandum.

Resolution 1 is an Advisory Resolution. An advisory resolution does not bind GDI Property or the Directors. The Directors will consider the outcome of the vote and comments made by Securityholders on the remuneration report at the meeting. Resolutions 2 through to 5 to be voted on are ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by Securityholders entitled to vote on the resolution.

Each of the following resolutions in this Notice relate only to GDI Property. While the shares GDI Property and the units in the GDI Trust are “Stapled Securities”, the Corporations Act does not require any of these resolutions to be approved by the unitholders of the GDI Trust.

Resolution 1: Remuneration Report

Section 250R(2) of the Corporations Act requires that the section of the Directors' Report dealing with the remuneration of director and key management personnel ( Remuneration Report ) be put to the vote of Securityholders for adoption by way of a non‐binding vote.

The Remuneration Report details the remuneration policy for GDI Property Group and:

• reports the remuneration arrangements for Key Management Personnel of GDI Property Group ( KMP );

• explains Board policies in relation to the nature and value of remuneration paid to KMP; and

• discusses the relationship between the policy and GDI Property Group performance.

The Report is available in GDI Property Group’s 2017 Annual Report (available on GDI Property Group’s website: www.gdi.com.au).

The Chairman will give Securityholders a reasonable opportunity to ask questions about or make comments on the Remuneration Report.

Resolution 1 is an advisory resolution only (as stipulated by section 250R(3) of the Corporations Act) and does not bind the Directors or GDI Property.

A voting exclusion statement is set out under Resolution 1 in the Notice of Meeting.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this Resolution.

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Resolution 2: Re‐Election of Mr Graham Kelly as Director

In accordance with clause 11.3(b) of the Constitution, Graham Kelly retires and, being eligible, offers himself for re‐ election as a Director.

Mr Kelly is a professional non‐executive director with over 40 years’ experience in academic life, government service, the diplomatic service, private legal practice, and business management. He has had extensive board experience with numerous listed entities. He was appointed as chairman in October 2013.

Mr Kelly is a member of the Audit, Risk and Compliance Committee.

The Directors (with Graham Kelly abstaining) recommend that Securityholders vote in favour of this Resolution.

Resolution 3: Election of Mr John Tuxworth as Director

John Tuxworth was appointed by the Board as a Director to a casual vacancy on 20 February 2017. In accordance with clause 11.3(b) of the Constitution, John Tuxworth, being eligible, offers himself for election as a Director.

Mr Tuxworth has nearly 40 years’ experience in senior executive and non‐executive roles in financial services and management consulting businesses, including over nine years with Rothschild Australia Asset Management as an Executive Director and most recently as a founder and the Managing Director of PeopleFirst & Associates, a management consultancy specialising in financial services.

Mr Tuxworth is a member of both the Audit, Risk and Compliance Committee and the Nomination and Remuneration Committee.

The Directors (with John Tuxworth abstaining) recommend that Securityholders vote in favour of this Resolution.

Resolution 4: Election of Giles Woodgate as Director

Giles Woodgate is recommend by the Board to be elected as a Director In accordance with clause 11.5 of the Constitution.

Mr Woodgate is a highly respected chartered accountant with more than 35 years of extensive professional practice experience in audit, compliance and turnaround & insolvency, both locally and internationally.

Having worked for prominent firms like KPMG, Deloittes, and Horwath & Horwath, as well as being responsible for publishing several widely acknowledged articles and presentations on topics such as Insolvency, Voluntary Administrations, and Bankruptcy, Mr Woodgate has been the senior partner of Woodgate & Co since its inception in 1989.

It is proposed that Mr Woodgate will chair the Audit, Risk & Compliance Committee.

The Directors recommend that Securityholders vote in favour of this Resolution.

Resolution 5: Issue of Performance Rights under the GDI Property Group Performance Rights Plan to Managing Director, Mr Steve Gillard

Resolution 5 deals with the proposed issue of Performance Rights to Managing Director, Steve Gillard under the GDI Property Group Performance Rights Plan ( Plan ) which was approved at the 2014 AGM and is submitted for re‐ approval at this 2017 AGM under Resolution 5.

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The Plan

The object of the Plan is to provide an incentive for Eligible Participants to remain in employment in the long term and recognise future efforts and contribution in the performance and success of the GDI Property Group.

Under the Plan, GDI Property Group is able to grant appropriately structured incentive awards to Mr Gillard, an Eligible Participant. The Board has determined that the equity incentives to be granted to Mr Gillard will be in the form of Performance Rights, which will only vest on the satisfaction of appropriate performance conditions.

The Board believes that this structure is appropriate for the following reasons:

• the grant of Performance Rights is in accordance with acceptable market practice;

• the grant of Performance Rights aligns management with Securityholder interests;

• the grant of Performance Rights can have minimal dilutionary effect on the issued security capital of GDI Property Group;

• the grant of Performance Rights act both as a performance incentive and retention tool;

• the grant of Performance Rights will reward Mr Gillard for his exertion and performance; and

• vested Performance Rights can create recognisable value to executives, which when granted under transparent and robust performance conditions, containing stretch elements, ensure real Securityholder value creation.

The key terms of the Plan are summarised in Attachment A.

Securityholders approved the grant of performance rights to Mr Gillard under the Plan at the 2014, 2015 and 2016 AGMs.

How many Performance Rights will Mr Gillard receive?

The Board intends to offer Mr Gillard 1,045,338 of Performance Rights to the “value” of $860,625. These Performance Rights will be subject to the hurdles described below.

The proposed size of the grant to Mr Gillard is 45% of his Total Remuneration, consistent with the remuneration framework as detailed in the Remuneration Report for the year ended 30 June 2017 and following a review by the Board of Mr Gillard’s performance for the year. The dollar value is converted into the number of Performance Rights based on an independent valuation, taking into account factors including the performance conditions, security price volatility, term, distribution yield and the security price at grant date.

security price volatility, term, distrib	ution yield and the security price at gra	nt date.
	Number of Performance Rights	Value($)
Short term incentive(STI)	279,878	286,875
Longterm incentive(LTI)	765,460	573,750
Total	1,045,338	860,625

These Performance Rights may vest into fully paid ordinary Stapled Securities if the Performance Conditions and Vesting Conditions (described below) are met. Alternatively, if the Performance Conditions are met, the Board may determine in its absolute and unfettered discretion that a vested Performance Right will be satisfied by GDI Property Group making a cash payment to Mr Gillard in lieu of allocating Stapled Securities. In this instance, the cash payment made will be an amount equal to the 10 day volume weighted average market price of all GDI Property Group Stapled Securities traded on the ASX up to the date of settlement multiplied by the number of vested Performance Rights.

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STI Performance Conditions & Vesting Conditions

The STI provides an annual opportunity for an incentive award. Mr Gillard is assessed on a balanced scorecard based on measures relating to longer term performance outcomes aligned to GDI Property Group’s strategic objectives, as well as annual goals and workplace behaviours, including leadership and commitment.

Notwithstanding Mr Gillard meeting or exceeding his performance measures, or some thereof, the Board may determine to reduce (but not increase) the STI entitlement at its absolute discretion.

For the year ended 30 June 2017, Mr Gillard received an STI award of $573,750, 100% of his potential entitlement, based on the Balanced Scorecard approach shown below:

determine to reduce (but not increase) the STI entitlement at its absolute discretion. For the year ended 30 June 2017, Mr Gillard received an STI award of $573,750, 100% of his potential entitlement, based on the Balanced Scorecard approach shown below:	determine to reduce (but not increase) the STI entitlement at its absolute discretion. For the year ended 30 June 2017, Mr Gillard received an STI award of $573,750, 100% of his potential entitlement, based on the Balanced Scorecard approach shown below:
Financial Operational People and culture Total
% weighting of total STI % of total STI granted % weighting of total STI % of total STI granted % weighting of total STI	% of total STI granted Total STI granted %
40% 40% 30% 30% 30%	30% 100%

To further enhance the alignment with Securityholders, the Board determined that any STI granted to Mr Gillard would be split 50% cash, 50% performance rights where the principle performance condition is continued employment (or a good leaver) for three years from the conclusion of the performance year. Subject to Mr Gillard remaining in employment at 30 June 2020, 279,878 performance rights will vest for nil consideration (value of $286,875).

LTI Performance Conditions & Vesting Conditions

Performance Condition

The Performance Rights are subject to the achievement of two elements ‐ Target 1 for 50% of Performance Rights granted and Target 2 for the other 50% of the Performance Rights granted (together the Performance Condition ) as described below. The two elements comprising the Performance Condition drive GDI Property Group’s financial performance and have been recognised by the Board as fundamental to the future success of GDI Property Group. Performance Conditions for future awards under the Plan may have similar attributes and although not exhaustive are expected to be based around financial, operational, share price and individual targets.

Target 1 (50% of the Performance Rights)

Total Securityholder Return(TSR)	Vesting percentage (for TSR measure)
Does not reach the 50thpercentile of the TSR of the Comparator Group	0%
Reaches or exceeds the 50th percentile of the TSR of the Comparator Group but does not reach the 75th percentile	50%, plus 2% for every one percentile increase above the 50thpercentile
Reaches or exceeds the 75thpercentile of the TSR Comparator Group	100%

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Target 2 (50% of the Performance Rights)

50% ‐ Absolute Total Return(ATR)	Vesting percentage (for ATR measure)
Does not achieve an ATR of 10%	0%
Achieves or exceeds an ATR of 10% but does not achieve an ATR of 12%	50% up to 100% (at 12% ATR) on a straight line basis
Achieves or exceeds an ATR of 12%	100%

Where:

Both Target 1 & Target 2 will be tested over a three year period (i.e. tested as at 30 June 2020)

TSR:	Movement in security price and distributions.
	For the period ended 30 June 2017, the commencing security price is based on the 30 June
	2017 security price of GDI Property Group and its TSR Comparator Group.
ATR:	Movement in Net Tangible Assets (NTA) and distributions.
	For the period ended 30 June 2017, the commencing NTA is based on the 30 June 2017
	NTA.
TSR Comparator	Dexus Property Group, GPT Group, Cromwell Property Group, Abacus Property Group,
Group	Investa Office Fund, Growthpoint Properties Australia, Australian Unity Office Fund,
	Centuria Metropolitan REIT, 360 Capital Group, PropertyLink, Charter Hall Group,
	Centuria Capital

Vesting Condition

One of the reasons that GDI Property has the Plan is not only to attract and reward key executives, but to retain them as well. Therefore the Board has resolved that a tenure based vesting condition is the most appropriate hurdle for current purposes.

Therefore, subject to the Performance Condition being met, the Performance Rights will vest provided Mr Gillard remains employed by GDI Property Group as 30 June 2020.

In limited circumstances, the Board in its absolute discretion may determine to vest the Performance Rights (or a portion of unvested Performance Rights) granted to Mr Gillard even if the Vesting Condition is not met (for example, should Mr Gillard’s employment cease due to redundancy, death or disablement).

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

Listing Rule 10.14 requires the approval of ordinary shareholders to issue securities under an employee incentive scheme to a Director of GDI Property. Accordingly, approval for the grant of the Performance Rights to Mr Gillard is required. Approval of this resolution will result in the grant of Performance Rights to Mr Gillard falling within exception 14 in Listing Rule 7.2 (in addition to exception 9, which already applies). Therefore, the issue of Stapled Securities to Mr Gillard will not be included in the 15% calculation for the purposes of Listing Rule 7.1. The issue of Stapled Securities in GDI Property Group on the vesting of the Rights will also be excluded from Listing Rule 7.1.

Pursuant to the requirements of ASX Listing Rule 10.15, the following information is provided with regard to Resolution 5:

• Mr Steven Gillard is the Managing Director and is an Executive Director of GDI Property Group.

• Mr Gillard will be granted 1,045,338 Performance Rights for nil financial consideration which, subject to the achievement of Performance Conditions and Vesting Conditions, may convert to Stapled Securities in the

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capital of GDI Property Group on a one‐for‐one basis. As such up to 1,045,338 Stapled Securities may be allocated to Mr Gillard upon the conversion of vested Performance Rights, for nil financial consideration. Any Stapled Securities allocated to Mr Gillard may be acquired on market or issued by GDI Property Group. Alternatively, should Performance Rights vest, the Board may determine in its absolute discretion that a vested Performance Right will be satisfied by the Group making a cash payment to Mr Gillard in lieu of allocating Stapled Securities.

• The number of Performance Rights to be allocated has been calculated by a formula, being, the total value of Performance Rights determined by the Board, divided by a dollar value developed by an independent valuation, taking into account factors including the performance conditions, security price volatility, term, distribution yield and the security price at grant date.

• Since the date of last Securityholder approval, Mr Gillard is the only person identified in ASX Listing Rule 10.14 to have been granted Stapled Securities under the Plan. Mr Gillard was granted 1,168,594 Performance Rights for nil financial consideration following securityholder approval at the 2016 AGM. No other persons identified in ASX Listing Rule 10.14 have received securities under the Plan.

• The Terms and Conditions of the GDI Property Group Performance Rights Plan provide that Executive Directors are eligible to participate in particular awards. Mr Gillard is the only Executive Director of GDI Property Group and accordingly is the only Director entitled to participate in the Plan.

• The Performance Rights will be granted under the terms and conditions of the GDI Property Group Performance Rights Plan.

• A Voting Exclusion Statement is set out under Resolution 5 in the Notice of Meeting.

• There is no loan attaching to the offer under the Plan.

• GDI Property Group is expected to allocate the Performance Rights shortly after the Meetings but in any event, no later than 12 months after the Meetings.

• If approval is given for the issue of Stapled Securities under ASX Listing Rule 10.14, approval is not required under Listing Rule 7.1.

The Directors (with Mr Gillard abstaining) recommend that Securityholders vote in favour of this Resolution.

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Attachment A

Summary of the key terms of the GDI Property Group Performance Rights Plan

	Purpose	To provide an incentive for Eligible Participants to remain in their employment in the long term and recognise their future efforts and contribution in the performance and success of the Group.
	Eligibility	The Plan is open to eligible employees, namely employees and Executive Directors of GDI PropertyGroup (Eligible Participants).
	Form of equity	Performance Rights
	Invitation	An invitation by the Board to acquire Performance Rights and become a Participant in the Plan will be in such form and subject to such conditions as the Board determines. The invitation will specify the terms attaching to the offer, including (but not limited to):  the Eligible Participant to whom the invitation is made;  the number of Performance Rights for which the Eligible Participant may apply;  whether the Performance Rights may be satisfied by the delivery of cash on exercise;  the Performance Conditions (a condition which must be satisfied or waived for that Performance Right becomes vested);  the date which unvested Performance Rights will lapse or expire (Expiry Date);  the amount payable (if any) for the grant of a Performance Right;  the time period (if any) for acceptance of the Invitation;  requirements for exercise by the Participant on vesting (if any);  whether the Eligible Participant is permitted to nominate a Controlled Entity as the recipient of the Performance Rights the subject of the Offer; and  anyother terms and conditions applicable to the Invitation.
	Rights of Participants	Unless the Expiry Date has been reached, Performance Rights remain subject to the terms and conditions of the Plan until all applicable Performance Conditions and any other conditions are met. Participants will receive one Stapled Security for every Performance Right which vests. The Company will seek quotation on ASX of any Stapled Securities issued on the vesting of Performance Rights however the Performance Rights will not be quoted. Depending on the invitation terms specified, the Board may determine in its absolute discretion that a vested Performance Right will be satisfied by the Company making a cash payment to the Participant in lieu of allocating Stapled Securities. In this instance, the cash payment made will be an amount equal to the 10 day volume weighted average market price of all GDI Property Group Stapled Securities traded on the ASX up to the date of settlement multiplied by the number of vested Performance Rights. A Participant is not entitled to participate in a new issue of Stapled Securities whilst ever Performance Rights are unvested. Once Stapled Securities are delivered to a Participant upon the vesting of Performance Rights, the Participant (as Securityholder) will be free to deal with the Stapled Securities as theywish,subject to the GDI PropertyGroup’s Securities TradingPolicy.
	Capital Reconstruction	Where the Group undertakes any bonus issue or capital reconstruction (e.g. a security split or consolidation),the number of Stapled Securities to which a Participant maybe entitled

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	when their Performance Rights vest will be adjusted in accordance with the Plan Rules and the ASX ListingRules.
Vesting of Performance Rights/Change of Control	Subject to the Rules, each unvested Performance Right granted to a Participant will automatically become vested and exercised on the earliest date that any of the following occur: 1. the Board recommends that the holders of Stapled Securities: (a) accept a takeover bid for the Group; or (b) approve or vote in favour of a scheme of arrangement for the Company; 2. any person (together with their associates) acquires voting power (within the meaning set out in the Corporations Act) in more than 50% of the Stapled Securities on issue, or any similar event which the Board acting reasonably determines is a change in control of the Group; 3. a resolution is passed for voluntary winding up of the Company or vesting of GDI Property Trust; 4. an order is made for the compulsory winding up of the Company or vesting of GDI Property Trust; 5. the employer of the Participant or business in which the Participant is employed is sold by or transferred out of the Group; or 6. the unstaplingof the Stapled Securities.
Assignment	Performance Rightsgranted under the Plan are not transferable or assignable.
Administration	The Plan will be administered by the Board which has an absolute discretion to determine appropriate procedures for its administration and resolve questions of fact or interpretation and formulate special terms and conditions (subject to any applicable ASX ListingRules)in addition to those set out in the Plan.
Termination and Amendment	The Plan may be terminated or suspended at any time by the Board but any such suspension or termination will not affect nor prejudice rights of any Participant holding Performance Rights at that time. The Plan maybe amended at anytime bythe Board.

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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 C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



02 9287 0309

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

• ALL ENQUIRIES TO Telephone: 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a securityholder(s) of GDI Property Group and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting the Chairman of the 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, will act 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 on Thursday, 16 November 2017 in the Corinthian Room of the SMC Conference and Function Centre, Ground Floor, 66 Goulburn Street, Sydney (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1 and 5: 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 5, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel ( KMP ) of GDI Property Group. 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 * For Against Abstain * 1 Adoption of Remuneration Report 5 Approval of Issue of Performance Rights under the GDI Property Group Performance Rights Plan to Mr Steve 2 Re-Election of Mr Graham Kelly as Gillard, Managing Director Director

• 3 Election of Mr John Tuxworth as Director

• 4 Election of Giles Woodgate as 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) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) 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 PRX1701C

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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.

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.

APPOINTMENT OF PROXY

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.

LODGEMENT OF A PROXY 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 on Tuesday, 14 November 2017, 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. Only Proxy Forms issued by the Company will be deemed valid and accepted by the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

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

ONLINE 

PROXY VOTING BY THE CHAIRMAN OF THE MEETING

www.linkmarketservices.com.au

On a poll, the Chairman of the Meeting will vote directed proxies as directed and may vote undirected proxies as the Chairman of the Meeting sees fit. If Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge the Chairman of the Meeting is your proxy or becomes your proxy by default, your vote. To use the online lodgement facility, securityholders will and you do not provide voting directions, then by submitting the Voting Form, need their “Holder Identifier” (Securityholder Reference Number you are expressly authorising the Chairman of the Meeting to exercise your (SRN) or Holder Identification Number (HIN) as shown on the front proxy on resolutions that are connected directly or indirectly with the remuneration of KMP. of the Proxy Form). VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT BY MOBILE DEVICE QR Code Our voting website is designed specifically You may direct your proxy how to vote by placing a mark in one of the boxes for voting online. You can now lodge opposite each item of business. All your securities will be voted in accordance your proxy by scanning the QR code with such a direction unless you indicate only a portion of voting rights are adjacent or enter the voting link to be voted on any item by inserting the percentage or number of securities www.linkmarketservices.com.au into you wish to vote in the appropriate box or boxes. If you do not mark any of your mobile device. Log in using the Holder the boxes on the items of business, your proxy may vote as he or she chooses. Identifier and postcode for your securityIf you mark more than one box on an item your vote on that item will be invalid. holding. If you wish to appoint a Director (other than the Chairman) or other member of the KMP or their closely related parties as your proxy, you must specify To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. how they should vote on Resolutions 1 and 5 by marking the appropriate box (either for/against/abstain). If you do not specify how your proxy should vote, BY MAIL your proxy will not be able to exercise your vote for Resolutions 1 and 5.  GDI Property Group APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Meeting Locked Bag A14 and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Sydney South NSW 1235 Form may be obtained by telephoning the Company’s security registry or you Australia may copy this form and return them both together. To appoint a second proxy you must:  BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the 02 9287 0309 percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of  BY HAND votes that each proxy may exercise, each proxy may exercise half your delivering it to Link Market Services Limited* votes. Fractions of votes will be disregarded; and 1A Homebush Bay Drive Rhodes NSW 2138

• (b) return both forms together.

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.

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.