GDI PROPERTY GROUP — AGM Information 2023

Sep 27, 2023

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ASX ANNOUNCEMENT

28 September 2023

GDI PROPERTY GROUP – NOTICE OF MEETINGS

Please find attached the following documents relation to GDI’s[1 ] Annual General Meeting (AGM):

• Letter to Securityholders

• Notice of Meetings and Explanatory Memorandum

• Proxy Form (sample only)

Media Enquiries:

Stephen Burns David Williams Managing Director and Chief Executive Officer Chief Financial Officer and Company Secretary +61 2 9223 4222 +61 2 9223 4222 stephen@gdi.com.au david@gdi.com.au

Authorised for release by David Williams, Company Secretary

1 GDI comprises the stapled entities GDI Property Group Limited (ACN 166 479 189) and GDI Property Trust (ARSN 166 598 161).

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28 September 2023

Dear Securityholder,

On behalf of the Board, I am pleased to invite you to participate in the 2023 Annual General Meeting of Members of GDI Property Group Limited ( GDI Property ) and the General Meeting of Unitholders of GDI Property Trust ( GDI Trust ) (together the Meetings or AGM ). The following information is enclosed:

• a Proxy Form; and

• a reply-paid envelope for lodging your Proxy Form.

The Notice of Annual General Meeting and Explanatory Memorandum have been lodged with the ASX and can be viewed on the Homepage of the GDI’s website under ‘Latest News’ at www.gdi.com.au.

Meetings

The Meetings will be held on Thursday, 9 November 2023 at 10:30 am (Sydney time) in Room 305, Cliftons Sydney - Spring Street, Level 3/10 Spring Street, Sydney NSW 2000.

Securityholders will be able to participate in our Meetings by:

• attending the Meetings in person; or

• asking questions of the Board and our external auditor:

• before the Meetings, by lodging questions online at https://www.linkmarketservices.com.au/; and/or

• if attending the Meetings in person, during the Meetings; and

• voting on the resolutions to be considered at the Meetings either by lodging the enclosed Proxy Form before the Meetings or by voting in person at the Meetings.

Business of the Meetings

The business of the Meetings is set out in the Notice of Annual General Meeting (including the Explanatory Statement) (the Notice ), and the Notice sets out important information in relation to the matters to be considered by Securityholders at the Meetings, and I encourage you to read these materials carefully. I also encourage you to consider lodging a directed proxy in advance of the Meetings by following the instructions on the Proxy Form.

Subject to the abstentions noted in the Explanatory Memorandum, the Directors of GDI unanimously recommend that Securityholders vote in favour of all resolutions.

Attendance

If you are attending the Meetings, please bring your personalised Proxy Form to allow the Registry to promptly register your attendance at the Meetings. The registration desk will be open from 10:00 am.

If you are unable to attend in person, you may wish to appoint a proxy to attend and vote at the Meetings in your place. Please refer to the Notice and Proxy Form regarding the appointment of a proxy.

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Securityholder Questions

Securityholders attending the Meetings will have the opportunity to ask questions during the Meetings. If you have an issue or question that you would like to be discussed at the Meetings, please lodge questions online 5 business days prior to the meeting at https://www.linkmarketservices.com.au/.

Thank you for your continued support of GDI, and I look forward to your attendance at the Meetings.

Yours sincerely,

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Gina Anderson 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 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, 9 November 2023 in Room 305, Cliftons Sydney - Spring Street, Level 3/10 Spring Street, Sydney NSW 2000.

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 a meeting 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, GDI ).

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on the matters to be considered at the Meetings. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

CONSIDERATION OF REPORTS

The first item of business is 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 2023 and for GDI Trust and its controlled entities for the year ended 30 June 2023 (the Reports ).

Unless GDI’s Registry has been notified otherwise, Securityholders have not been sent a hard copy of the 2023 Annual Report. All Securityholders can view the 2023 Annual Report which contains the Financial Report for the year ended 30 June 2023 on GDI’s website at www.gdi.com.au/investor-centre/.

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

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QUESTIONS AND COMMENTS

Following consideration of the Reports, the Chairman will give Securityholders a reasonable opportunity to ask questions about or make comments on the business of the Meetings, the management of GDI or about GDI generally.

GDI’s External Auditor, Hall Chadwick ( Auditor ), will attend the Meetings and there will be a reasonable opportunity for those Securityholders present 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 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 prior to the Meetings that are relevant to the content of the Independent Auditor’s Report or the conduct of the audit.

ITEMS FOR 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 a non-binding resolution of GDI Property Group Limited:

“That, the Remuneration Report for GDI Property Group Limited for the financial year ended 30 June 2023, be adopted.”

The Remuneration Report is contained in the 2023 Annual Report, a copy of which is available on GDI’s website at https://www.gdi.com.au/investor-centre/. 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 or GDI Property.

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 2023 Remuneration Report; or

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

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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 on the resolution; or

• b) the vote is cast by the Chairman of the Meetings and the appointment of the Chairman of the Meetings as proxy:

• i) does not specify the way the proxy is to vote on the resolution; and

• ii) expressly authorises the chair 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.

In accordance with section 250BD of the Corporations Act, a vote must not be cast on Resolution 1 as a proxy by a member of the KMP at the date of the Meetings, 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 Meetings where the proxy appointment expressly authorises the Chairman of the Meetings to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

Resolution 2: Re-election of Mr 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, 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: Issue of Performance Rights under the GDI Property Group Performance Rights Plan to Mr Stephen Burns, Managing Director and Chief Executive Officer in respect of a sign-on incentive award

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 and allotment of 1,482,878 performance rights to Mr Stephen Burns, Managing Director, in relation to a sign-on incentive award in accordance with the GDI Performance Rights Plan on the terms described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved.”

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, GDI Property will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• a) Mr Stephen Burns; or

• b) an associate of Mr Stephen Burns.

Additionally, in accordance with ASX Listing Rule 14.11, GDI Property will also disregard any votes cast in favour of Resolution 3 by or on behalf of a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 (or an associate of those persons) who is eligible to participate in the employee incentive scheme in question.

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However, this does not apply to a vote cast in favour of Resolution 3 by:

• a) a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• b) the Chairman of the Meetings as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chairman of the Meetings to vote on Resolution 3 as the Chairman of the Meetings decides; or

• c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 3; and

• ii) the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way.

NOTE: As set out in the Explanatory Statement, the Terms and Conditions of the GDI Property Group Performance Rights Plan ( Plan ) provide that Executive Directors are eligible to participate in particular awards. Mr Burns is the only Executive Director of GDI and accordingly is the only Director entitled to participate in the Plan.

In accordance with section 250BD of the Corporations Act, a vote must not be cast on Resolution 3 as a proxy by a member of the KMP at the date of the Meetings, 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 Meetings where the proxy appointment expressly authorises the Chairman of the Meetings to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

Resolution 4: Issue of Performance Rights under the GDI Property Group Performance Rights Plan to Mr Stephen Burns, Managing Director and Chief Executive Officer in respect of the FY23 LTI award

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 and allotment of 1,190,478 performance rights to Mr Stephen Burns, Managing Director, in respect of the FY23 LTI award in accordance with the GDI Performance Rights Plan on the terms described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved.”

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Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, GDI Property will disregard any votes cast in favour of Resolution 4 by or on behalf of:

• a) Mr Stephen Burns; or

• b) an associate of Mr Stephen Burns.

Additionally, in accordance with ASX Listing Rule 14.11, GDI Property will also disregard any votes cast in favour of Resolution 4 by or on behalf of a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 (or an associate of those persons) who is eligible to participate in the employee incentive scheme in question.

However, this does not apply to a vote cast in favour of Resolution 4 by:

• a) a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• b) the Chairman of the Meetings as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chairman of the Meetings to vote on Resolution 4 as the Chairman of the Meetings decides; or

• c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 4; and

• ii) the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.

NOTE: As set out in the Explanatory Statement, the Terms and Conditions of the Plan provide that Executive Directors are eligible to participate in particular awards. Mr Burns is the only Executive Director of GDI and accordingly is the only Director entitled to participate in the Plan.

In accordance with section 250BD of the Corporations Act, a vote must not be cast on Resolution 4 as a proxy by a member of the KMP at the date of the Meetings, 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 Meetings where the proxy appointment expressly authorises the Chairman of the Meetings 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 28 September 2023

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ENTITLEMENT TO ATTEND AND VOTE

In accordance with regulation 7.11.37 of 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, 7 November 2023 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, 7 November 2023 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.

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 no later than 10:30 am (Sydney time) on Tuesday, 7 November 2023, being 48 hours before the Meetings (or at any adjournment of those Meetings). Proxy Forms 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 (preferred):	Log ontowww.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 hand:	Link Market Services Limited*
	Parramatta Square, Level 22, Tower 6
	10 Darcy Street, Parramatta NSW 2150
	* during business hours Monday to Friday (9:00am - 5:00pm)
By facsimile:	In Australia: 02 9287 0309
	From outside Australia: +61 2 9287 0309

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

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 no later than 10:30 am (Sydney time) on Tuesday, 7 November 2023, 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 body corporate’s representative. A Certificate of Appointment of Corporate Representative form may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IMPORTANT: If you appoint the Chairman of the Meetings as your proxy, or the Chairman becomes your proxy by default, and you do not direct your proxy how to vote on resolutions 1, 3 and 4, then by submitting the proxy form you will be expressly authorising the Chairman of the Meetings to exercise your proxy on the relevant resolution, even though the resolutions are connected, directly or indirectly, with the remuneration of the KMP.

Voting at the Meetings

Voting on each of the proposed resolutions at the Meetings will be conducted by a poll, rather than on a show of hands.

Quorum

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

SECURITYHOLDER QUESTIONS

Securityholders who are unable to attend the Meetings or who may prefer to register questions in advance are invited to do so. Please log onto www.linkmarketservices.com.au, select ‘Voting’ then click ‘Ask a Question’.

To allow time to collate questions and prepare answers, please submit any questions by 10:30 am (Sydney time) Thursday, 2 November 2023. Questions will be collated, and during the Meetings, the Chairman will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the Meetings to address all topics raised. Please note that individual responses will not be sent to Securityholders.

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CONDUCT OF THE MEETINGS

GDI is committed to ensuring that its Meetings are conducted in a manner which provides those Securityholders (or their proxy holders) who attend the Meetings with the opportunity to participate in the business of the Meetings in an orderly fashion and to ask questions about and comment on matters relevant to the business of the Meetings or about the Company generally. GDI will not allow conduct at any Meetings which is discourteous to those who are present at the Meetings, or which in any way disrupts or interferes with the proper conduct of the Meetings. The Chairman of the Meetings will exercise her powers as the Chairman to ensure that the Meetings are conducted in an orderly and timely fashion, in the interests of all attending or participating Securityholders.

ENCLOSURES

Enclosed are the following documents:

• proxy form to be completed if you would like to be represented at the Meetings by proxy. Securityholders are encouraged to use the online voting facility that can be accessed on GDI’s share registry’s website at www.linkmarketservices.com.au to ensure the timely and cost-effective receipt of your proxy; and

• a reply-paid envelope for you to return the proxy form.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Securityholders of GDI, comprising the stapled entities GDI Property Group Limited ( GDI Property ) and GDI Property Trust ( GDI Trust ) in relation to the business to be conducted at the Meetings to be held on Thursday, 9 November 2023.

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.

Subject to the abstentions noted below, 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. The Chairman of the Meetings intends to vote all available undirected proxies in favour of each resolution.

Resolution 1, relating to the Remuneration Report, is advisory and 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 Meetings. Resolutions 2, 3 and 4 are to be voted on as ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by Securityholders present and entitled to vote on the resolution.

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 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 vote on this resolution is advisory only and does not bind the Directors or GDI Property. However, the Board will take the outcome of the vote into account in setting remuneration policy for future years.

The Remuneration Report details the remuneration policy for GDI and:

• reports the remuneration arrangements for Key Management Personnel of GDI ( 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 performance.

The Report is available in GDI’s 2023 Annual Report, a copy of which is available on GDI’s website at https://www.gdi.com.au/investor-centre/.

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Following consideration of the Remuneration Report, the Chairman of the Meetings will give Securityholders a reasonable opportunity to ask questions about or make comments on the Remuneration Report.

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

Noting that each director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Directors unanimously recommend Shareholders vote in favour of this Resolution 1.

Resolution 2: Re-election of Director - Mr Giles Woodgate

Mr Woodgate was appointed as a non-executive director of GDI Property on 16 November 2017 and is currently the Chairman of the Audit, Risk & Compliance Committee. In accordance with clause 11.3(b) of GDI Property Group Limited’s Constitution, Giles Woodgate retires and being eligible, offers himself for re-election as a Director.

If Securityholders do not approve the re-election of Mr Woodgate, then he will cease to be a Director of the Company at the conclusion of the Meetings.

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.

The Board considered whether Mr Woodgate had any interest, position or relationship that may interfere with each of his independence as a Director, having regard to the relevant factors as set out in the ASX Corporate Governance Council Principles & Recommendations (4[th] edition) ( ASX Principles ). The Board - considers that Mr Woodgate (if re elected), will continue to be an independent Director.

Mr Woodgate is Chairman of the Audit, Risk and Compliance Committee.

Mr Woodgate is a highly respected chartered accountant with more than 40 years of extensive professional practice experience in audit, compliance and turnaround & insolvency, both locally and internationally. Having worked for prominent firms like KPMG, Deloitte and Crowe Horwath, as well as being responsible for publishing several widely acknowledged articles and presentations on topics such as insolvency, voluntary administration and bankruptcy, Mr Woodgate has been the senior partner of Woodgate & Co since its inception in 1989.

Prior to submitting himself for re-election, Mr Woodgate has confirmed that he would continue to have sufficient time to properly fulfil his duties and responsibilities to GDI.

If elected, Mr Woodgate will continue to contribute to the Board in his role as an Independent NonExecutive Director, and as Chairman of the Audit, Risk & Compliance Committee. Mr Woodgate has played an integral role in providing advice on a range of topics including business strategy, risk management, internal controls and brings extensive business and audit experience to the Board.

The Board supports the re-election of Mr Woodgate due to his contributions since being elected in 2017, his abilities as Chairman of the Audit, Risk & Compliance Committee, his shared values, his ability to

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oversee the risk and compliance programs of GDI, in particular having deep knowledge of GDI’s compliance with its Compliance Plan and its Australian Financial Services Licence and how this is managed.

For the reasons set out above, the Directors, with Mr Woodgate abstaining, unanimously recommend Securityholders vote in favour of Resolution 2.

Resolutions 3 and 4: Issue of Performance Rights under the GDI Performance Rights Plan to Managing Director, Mr Stephen Burns

Resolutions 3 and 4 deal with the proposed issue of Performance Rights to Managing Director and Chief Executive Officer ( MD ), Stephen Burns under the GDI Performance Rights Plan ( Plan ).

Resolution 3 seeks approval for the grant of Performance Rights to Mr Burns in respect of a sign-on incentive award following his appointment as MD effective on 14 June 2023, on the terms summarised below. Resolution 4 seeks approval for the grant of Performance Rights to Mr Burns in respect of a FY23 Long Term Incentive award, on the terms summarised below.

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 GDI. In the case of Mr Burns, the Plan has also been used as an incentive to attract Mr Burns to the role of MD.

Under the Plan, GDI is able to grant appropriately structured incentive awards to Mr Burns, an Eligible Participant. The Board has determined that the equity incentives to be granted to Mr Burns 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 as a sign-on incentive and LTI 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;

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

• the grant of Performance Rights will reward Mr Burns for him accepting the role of MD as well as to reward 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 have approved the grant of Performance Rights to GDI’s previous Managing Director at previous Meetings.

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The Board proposes that Mr Burns (in his role as MD) will receive:

• Resolution 3 – 1,482,878 Performance Rights related to a sign-on incentive award following his appointment as GDI’s permanent MD on 14 June 2023. The terms of the sign-on incentive award Performance Rights are summarised below; and

• Resolution 4 – 1,190,478 Performance Rights related to the FY23 Long Term Incentive. The terms of the FY23 Long Term Incentive are summarised below.

How many Performance Rights will Mr Burns receive?

The Board intends to offer Mr Burns:

• 1,482,878 Performance Rights related to a sign-on incentive award to the “value” of $500,000. These Performance Rights will be subject to the hurdles described below; and

• 1,190,478 Performance Rights related to the FY23 Long Term Incentive to the “value” of $562,500. These Performance Rights will be subject to the hurdles described below.

The sign-on incentive award is intended as a one-off incentive to reward Mr Burns for accepting the role of MD and is not expected to be offered to Mr Burns in the future.

The MD’s target remuneration mix is weighted such that a higher component is at-risk (60%), with an equal weighting of the at-risk component between STIs and LTIs.

For the sign-on incentive award and the LTI award, 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, as follows:

date, as follows:
	Number of Performance Rights	Value($)
Sign-on incentive award	1,482,878	500,000
Longterm incentive(LTI)	1,190,478	562,500
Total	2,673,356	$1,062,500

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 making a cash payment to Mr Burns 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 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. Should an STI be granted, it can be delivered as either cash or performance rights where the principal performance condition is continued employment (or a good leaver) for one year from the conclusion of the performance year, consistent with the remuneration framework as detailed in the Remuneration Report for the year ended 30 June 2023. As Mr Burns was appointed MD on 14 June 2023, no STI was awarded to him for the financial year ended 30 June 2023. It is expected that Mr Burns will be eligible to participate in STI in future years which may or may not be delivered as performance rights.

- Sign on Performance Conditions & Vesting Conditions

Performance Condition – sign on incentive award

The sign-on incentive award Performance Rights are subject to the achievement of performance hurdles - Target 1 (435,287 of Performance Rights granted) and Target 2 (1,047,591 of Performance Rights granted) (together the Performance Conditions ) as described below. The performance hurdles comprising these Performance Conditions aligns the outcome to that of our securityholders, with a greater number of sign-on performance rights granted to the MD for the longer period whereby he has a greater capacity to influence strategy and results.

Target 1 (435,287 of the Performance Rights) – one-year TSR test (30 June 2024)

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Total Securityholder Return (TSR) (50%) Vesting percentage (for TSR measure)
Does not reach the 50 [th] percentile of the TSR of 0%
the Comparator Group
Reaches or exceeds the 50 [th] percentile of the TSR 50%, plus 2% for every one percentile increase
of the Comparator Group but does not reach the above the 50 [th] percentile
75 [th] percentile
Reaches or exceeds the 75 [th] percentile of the TSR 100%
Comparator Group
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Target 2 (1,047,591 of the Performance Rights) – two-year TSR test (30 June 2025)

Total Securityholder Return(TSR) (50%)	Vesting percentage (for TSR measure)
Does not reach the 50th percentile 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 75th percentile of the TSR Comparator Group	100%

Where:

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TSR:

For the Target 1 Performance Rights, the commencing security price is based on the 13 June 2023 closing security price of GDI and its Comparator Group and is tested at 30 June 2024 For the For the Target 2 Performance Rights, the commencing security price is based on the 13 June 2023 closing security price of GDI and its Comparator Group and is tested at 30 June 2025

TSR Comparator Group:

Dexus, The GPT Group, Abacus Property Group, Growthpoint Properties Australia, Australian Unity Office Property Fund, Centuria Office Fund, Elanor Commercial Property Fund, Cromwell Property Group, Garda Property Group and any other predominantly office landlord or real estate fund managers of similar scale in terms of market capitalisation and/or assets under management considered a comparator at the date of vesting. The TSR Comparator Group may change if in the Board’s opinion either a current Comparator entity is no longer such or a new entity should be added to the _Comparator Group. _

Vesting Condition – sign-on incentive award

The vesting conditions applicable to the sign-on incentive award are the achievement of the above Performance Conditions. Therefore, subject to the Performance Conditions being met, the Performance Rights will vest on 30 June 2024 (Target 1) and on 30 June 2025 (Target 2).

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 Burns even if the Vesting Conditions are not met (for example, should Mr Burns’ employment cease due to redundancy, death or disablement).

LTI Performance Conditions & Vesting Conditions

Performance Condition – LTI award

The LTI award Performance Rights are subject to the achievement of performance hurdles - Target 1 for 50% of Performance Rights granted and Targets 2 and 3 for each of 25% of the Performance Rights granted (together the Performance Conditions ) as described below. The performance hurdles comprising the Performance Conditions drive GDI’s performance and have been recognised by the Board as fundamental to the future success of GDI. 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) – TSR test

Total Securityholder Return(TSR) (50%)	Vesting percentage (for TSR measure)
Does not reach the 50th percentile of the TSR of the Comparator Group	0%

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Reaches or exceeds the 50[th] percentile of the TSR 50%, plus 2% for every one percentile increase of the Comparator Group but does not reach the above the 50[th] percentile 75[th] percentile Reaches or exceeds the 75[th] percentile of the TSR 100% Comparator Group

Target 2 (25% of the Performance Rights) – ATR test

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Absolute Total Return (ATR) (25%) Vesting percentage (for ATR measure)
Does not achieve an ATR of CPI + 1.0% 0%
Achieves or exceeds an ATR of CPI + 1.0% but 50% up to 100% (at CPI + 2.0% ATR) on a
does not achieve an ATR of CPI + 2.0% straight-line basis
Achieves or exceeds an ATR of CPI + 2.0% 100%
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Target 3 (25% of the Performance Rights) – Long term strategic objectives test

Strategic objectives(SO) (25%)	Vesting percentage
Does not achieve long term strategic objectives as set bythe Board	0%
Achieves some of the strategic objectives as set by the Board	0% up to 100%
Achieves all of the strategic objectives as set by the Board	100%

Where:

Each of Target 1, Target 2 & Target 3 will be tested over a three-year period (i.e., tested as of 30 June 2026)

TSR:

For the year ended 30 June 2023, the commencing security price is based on the 30 June 2023 closing security price of GDI and its Comparator Group. ATR: Movement in NTA and distributions.

For the year ended 30 June 2023, the commencing NTA for LTI award is based on the 30 June 2023 NTA.

TSR Comparator Dexus, The GPT Group, Abacus Property Group, Growthpoint Properties Australia, Group: Australian Unity Office Property Fund, Centuria Office Fund, Elanor Commercial Property Fund, Cromwell Property Group, Garda Property Group and any other predominantly office landlord or real estate fund managers of similar scale in terms of market capitalisation and/or assets under management considered a comparator at the date of vesting.

The TSR Comparator Group may change if in the Board’s opinion either a current Comparator entity is no longer such or a new entity should be added to the Comparator Group.

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Vesting Condition – LTI award

The vesting conditions applicable to the LTI award are the achievement of the above Performance Conditions. Therefore, subject to the Performance Conditions being met, the Performance Rights will vest as at 30 June 2026.

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 Burns even if the Vesting Conditions are not met (for example, should Mr Burns’ employment cease due to redundancy, death or disablement).

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

ASX Listing Rule 10.14 requires the approval of ordinary Securityholders to issue Stapled Securities under an employee incentive scheme to a Director of GDI Property. Accordingly, approval for the grant of the Performance Rights to Mr Burns is required. Approval of these resolutions will result in the grant of Performance Rights to Mr Burns falling within exception 14 in ASX Listing Rule 7.2. Therefore, the issue of Stapled Securities to Mr Burns will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1. The issue of Stapled Securities in GDI on the vesting of the Rights will also be excluded from ASX Listing Rule 7.1.

If this resolution is not passed by shareholders, the Company will not be able to proceed with the grant of the Performance Rights to Mr Burns, and GDI Property may need to consider other forms of performancebased remuneration in that regard.

Pursuant to the requirements of ASX Listing Rule 10.15, the following information is provided with regard to Resolutions 3 and 4:

• Mr Stephen Burns is the Managing Director, Chief Executive Officer and is an Executive Director of GDI and therefore falls within category 10.14.1 of the listing rules

• Mr Burns will be granted a total of 2,673,356 Performance Rights (1,482,878 in relation to the signon incentive award and 1,190,478 in relation to FY23 LTI award) for nil financial consideration which, subject to the achievement of Performance Conditions and Vesting Conditions, may convert to Stapled Securities in the capital of GDI on a one-for-one basis. As such up to 2,673,356 Stapled Securities may be allocated to Mr Burns upon the conversion of vested Performance Rights, for nil financial consideration. Any Stapled Securities allocated to Mr Burns may be acquired on market or issued by GDI. 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 Burns 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 incentive payments to be paid as performance rights determined by the Board, divided by a dollar value of the performance rights developed by a valuation, taking into account factors including the performance conditions, security price volatility, term, distribution yield and the security price at grant date.

• Mr Burns’ current total remuneration package is a base salary of $750,000 (inclusive of statutory superannuation) and he is entitled to an annual STI of up to 75% of his base salary i.e., $562,500, and an annual LTI of up to 75% of his base salary i.e., $562,500. Mr Burns’ sign-on incentive ($500,000) and LTI ($562,500) rewards to be delivered as Performance Rights for the financial year ended 30 June 2023 are to be approved by shareholders under Resolutions 3 and 4.

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• Mr Burns has not previously been granted any securities under the Plan.

• The Terms and Conditions of the Plan provide that Executive Directors are eligible to participate in particular awards. Mr Burns 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 Plan. A summary of the material terms of the Plan is set out in Attachment A .

• A Voting Exclusion Statement is set out under Resolutions 3 and 4 in the Notice of Meeting.

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

• GDI 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 ASX Listing Rule 7.1.

• Details of any securities issued under the Plan will be published in the Company’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

• Any additional persons covered by listing rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.

The Directors (with Mr Burns abstaining) recommend that Securityholders vote in favour of Resolutions 3 and 4.

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Attachment A

Summary of the key terms of the GDI Performance Rights Plan (“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(Eligible Participantor collectivelyEligible Participants).
Form of equity	Performance Rights
Invitation	An invitation by the Board to acquire Performance Rights and become an Eligible 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 Eligible 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 Eligible 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. Eligible 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 GDI Property making a cash payment to the Eligible 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 Stapled Securities traded on the ASX up to the date of settlement multiplied by the number of vested Performance Rights. An Eligible Participant is not entitled to participate in a new issue of Stapled Securities whilst ever Performance Rights are unvested.

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Once Stapled Securities are delivered to an Eligible Participant upon the vesting of
Performance Rights, the Eligible Participant (as Securityholder) will be free to deal
with the Stapled Securities as they wish, subject to the GDI’s Securities Trading
Policy .
Capital Where GDI undertakes any bonus issue or capital reconstruction (e.g., a security
Reconstruction split or consolidation), the number of Stapled Securities to which an Eligible
Participant may be entitled when their Performance Rights vest will be adjusted in
accordance with the Plan Rules and the ASX Listing Rules.
Vesting of Subject to the Plan Rules, each unvested Performance Right granted to an Eligible
Performance Participant will automatically become vested and exercised on the earliest date that
Rights/Change any of the following occur:
of Control
1. the Board recommends that the holders of Stapled Securities:
(a) accept a takeover bid for GDI; or
(b) approve or vote in favour of a scheme of arrangement for GDI Property;
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 GDI;
3. a resolution is passed for voluntary winding up of GDI Property or vesting of GDI
Trust;
4. an order is made for the compulsory winding up of GDI Property or vesting of
GDI Trust;
5. the employer of the Eligible Participant or business in which the Eligible
Participant is employed is sold by or transferred out of GDI; or
6. the unstapling of the Stapled Securities.
Assignment Performance Rights granted 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 Listing Rules) in addition to those set out in the Plan.
Termination The Plan may be terminated or suspended at any time by the Board but any such
and suspension or termination will not affect nor prejudice rights of any Eligible
Amendment Participant holding Performance Rights at that time. The Plan may be amended at
any time by the 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  https://investorcentre.linkgroup.com

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 Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(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 (AEDT) on Thursday, 9 November 2023 at Cliftons Sydney - Spring Street, Level 3/10 Spring Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1, 3 & 4: 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, 3 & 4, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s 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

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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• 2 Re-election of Mr Giles Woodgate as Director

• 3 Issue of Performance Rights to Mr Stephen Burns, Sign-on Incentive Award

• 4 Issue of Performance Rights to Mr Stephen Burns, FY23 LTI Award

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

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’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 PRX2301C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares 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 (AEDT) on Tuesday, 7 November 2023, 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 shareholder of the Company.

ONLINE 

https://investorcentre.linkgroup.com

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, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

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 BY MOBILE DEVICE Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form, including where the Resolutions are connected directly or indirectly for voting online. You can now lodge with the remuneration of KMP. your proxy by scanning the QR code VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT adjacent or enter the voting link https://investorcentre.linkgroup.com You may direct your proxy how to vote by placing a mark in one of the into your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. voting rights are to be voted on any item by inserting the percentage or number of shares 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 may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. BY MAIL  GDI Property Group Limited APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must:  BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares 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 votes. Fractions of votes will be disregarded; and Parramatta Square (b) return both forms together. Level 22, Tower 6 10 Darcy Street SIGNING INSTRUCTIONS Parramatta NSW 2150 You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link https://investorcentre.linkgroup.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

• During business hours (Monday to Friday, 9:00am–5:00pm)

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.

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COMMUNICATION PREFERENCE

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.

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, shareholders will need their “Holder Identifier” - Shareholder Reference Number (SRN) or Holder Identification Number (HIN).

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share 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.