GDI PROPERTY GROUP — Capital/Financing Update 2013

Dec 15, 2013

Prospectus and Product Disclosure Statement

GDI Property Group Limited (ACN 166 479 189)

GDI Funds Management Limited (ABN 34 107 354 003, Australian Financial Services Licence Number 253142) as responsible entity of GDI Property Trust (ARSN 166 598 161)

Lead Manager, Underwriter and Financial Advisor

November 2013

Lodged with the Australian Securities and Investments Commission on 25 November 2013 under sections 718 and 1015B of the Corporations Act 2001 (Cth).

Contents

	Important Information	4
	Chairman's letter	6
	Important dates and key Offer statistics	8
1.	Investment overview	9
2.	Overview of GDI Property Group	31
3.	Property Portfolio	38
4.	External Funds	63
5.	Overview of the Australian commercial property market	68
6.	Financial Information	90
7.	Fees and other costs	101
8.	Investment risks	106
9.	Corporate governance	113
10.	Details of the Offer	123
11.	Investigating accountant's report	135
12.	Summary of valuations	142
13.	Taxation	172
14.	Summary of material contracts	178
15.	Additional information	196
16.	Glossary	204
	Appendix	212
	Application Form	288
	Corporate directory	289

Important information

Offer

The Offer contained in this prospectus and product disclosure statement ("Offer Document") is an offer by GDI Property Group Limited (ACN 166 479 189) of fully paid ordinary shares in GDI Property Group Limited and an offer by GDI Funds Management Limited (ABN 34 107 354 003, Australian Financial Services Licence Number 253142) as responsible entity of GDI Property Trust (ARSN 166 598 161) of fully paid units in GDI Property Trust which will be stapled together and trade as stapled securities of GDI Property Group ("Stapled Securities").

This Offer Document has been prepared by GDI Funds Management Limited as responsible entity of GDI Property Trust and GDI Property Group Limited. This Offer Document is a product disclosure statement for the purposes of Part 7.9 of the Corporations Act and a prospectus for the purposes of Part 6D.2 of the Corporations Act. Each of GDI Property Group Limited and GDI Funds Management Limited take full responsibility for this Offer Document.

Lodgement and Listing

This Offer Document is dated 25 November 2013 ("Offer Document Date") and a copy was lodged with the Australian Securities and Investments Commission ("ASIC") on that day ("Offer Document Lodgement").

GDI Property Group Limited and GDI Funds Management Limited will apply to ASX Limited ("ASX") within seven days after the Offer Document Date for admission of GDI Property Group Limited and GDI Property Trust to the official list and quotation of the Stapled Securities on ASX. None of ASIC, ASX or their officers take any responsibility for the content of this Offer Document or for the merits of the investment to which this Offer Document relates. The fact that ASX may admit GDI Property Group Limited and/or GDI Property Trust to the Official List and quote Stapled Securities is not to be taken in any way as an indication of the merits of GDI Property Group.

GDI Property Group Limited and GDI Funds Management Limited disclaim all liability, whether in negligence or otherwise, to persons who trade Stapled Securities before receiving their holding statement.

ASX reserves the right (but without limiting its absolute discretion) to remove one or more entities with Stapled Securities from the Official List if any of their securities cease to be 'stapled' together, or any equity securities are issued by one entity which are not stapled to equivalent securities in the other entity or entities.

Expiry Date

No Stapled Securities will be issued on the basis of this Offer Document later than 13 months after the Offer Document Date.

Not investment advice

The information in this Offer Document is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. It is important that you read this Offer Document carefully and in its entirety before deciding whether to invest in GDI Property Group.

In particular, you should consider the risk factors that could affect the performance of GDI Property Group. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant or other independent professional adviser before deciding whether to invest in Stapled Securities. Some of the key risk factors that should be considered by prospective investors are set out in Section 8. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

No person is authorised to give any information or to make any representation in connection with the Offer described in this Offer Document which is not contained in this Offer Document. Any information not so contained may not be relied upon as having been authorised by GDI Property Group Limited and GDI Funds Management Limited, the Lead Manager or any other person in connection with the Offer. You should rely only on information in this Offer Document.

No guarantee of capital or investment returns

Except as required by law, and only to the extent required, no person named in this Offer Document, nor any other person, warrants or guarantees the performance of GDI Property Group or the repayment of capital or any return on investment made pursuant to this Offer Document.

Investments in the Stapled Securities are not a deposit with or other liability of Credit Suisse (Australia) Limited (ABN 94 007 016 300) or any other related party or associate of Credit Suisse (Australia) Limited. Credit Suisse (Australia) Limited is not a Related Body Corporate (as defined in the Corporations Act) of GDI Property Group Limited or GDI Funds Management Limited. Such investments are subject to investment risk including possible delays in repayment and loss of income or principal invested. Neither Credit Suisse (Australia) Limited nor any of its related parties or associates gives any guarantee or assurance as to the performance of the Stapled Securities, any particular rate of return on the Stapled Securities or the repayment of capital or principal.

Rights and liabilities attached to the Stapled Securities

All Stapled Securities will rank equally in all respects from the date the Stapled Securities under the Offer are issued.

Details of the rights and liabilities attached to each Stapled Security are set out in Section 14.2.3 and 14.2.4 and in the Constitutions, copies of which will be made available for inspection at the registered office of GDI Property Group within normal trading hours.

Financial information presentation

The Pro Forma Balance Sheet included in this Offer Document has been prepared and presented in accordance with the recognition and measurement principles prescribed in the Australian Accounting Standards, except where otherwise stated. The Forecast Financial Information included in this Offer Document is unaudited and is based on the best estimate assumptions of the Directors. The basis of preparation and presentation of the Forecast Financial Information is, to the extent applicable, consistent with the basis of preparation and presentation of the Pro Forma Balance Sheet. The Forecast Financial Information and the Pro Forma Balance Sheet contained in this Offer Document should be read in conjunction with, and are qualified by reference to, the information contained in Section 6.

Forward looking statements

This Offer Document contains forward looking statements which are identified by words such as "may", "could", "believes", "estimates", "expects", "intends" and other similar words that involve risks and uncertainties. In addition, consistent with customary market practice in offerings in Australia, Forecast Financial Information has been prepared and included in this Offer Document in Section 6.

GDI Property Group Limited and GDI Funds Management Limited have no intention to update or revise forward looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Offer Document, except where required by law.

Any forward looking statements are subject to various risk factors that could cause GDI Property Group's actual results to differ materially from the results expressed, implied or anticipated in these statements. The Forecast Financial Information and other forward looking statements should be read in conjunction with, and are qualified by reference to, the risk factors set out in Section 8, the general and specific assumptions set out in Section 6.4, the sensitivity analysis set out in Section 6.5 and other information in the Offer Document.

This Offer Document, including the industry overview in Section 5, uses market data, industry forecasts and projections. GDI Property Group Limited and GDI Funds Management Limited have obtained portions of this information from market research prepared by third parties. There is no assurance that any of the forecasts or projections contained in the reports, surveys and research of third parties which are referred to in this Offer Document will be achieved. GDI Property Group Limited and GDI Funds Management Limited have not independently verified this information. Estimates, forecasts and projections involve risks and uncertainties and are subject to change based on various factors, including those discussed in the risk factors set out in Section 8.

Independent valuation

This Offer Document contains information regarding the independent valuation of: • the Perth Property by Savills Valuations Pty Ltd (ABN 73 151 048 056), dated 1 October 2013;

• the Sydney Property by Savills Valuations Pty Ltd (ABN 73 151 048 056), dated 1 October 2013;
• the Adelaide Property by CBRE Valuations Pty Ltd (ABN 15 008 912 641), dated 1 October 2013; and
• the Brisbane Property by Jones Lang LaSalle Advisory Services Pty Limited (ABN 56 003 262 600), dated 1 October 2013.

Valuations are an opinion of a fair price payable by a willing buyer, not a guarantee of current or future market value. By necessity, valuations require the valuer to make subjective judgments that, even if logical and appropriate, may differ from those made by a purchaser or another valuer.

Historically it has been considered that valuers may properly reach conclusions within a range of possible values.

Independent valuations are subject to a number of assumptions and conditions, including but not limited to:

• that all properties are held with good and marketable title, free and clear of any or all liens, encumbrances, restrictions or other impediments of an onerous nature and that utilisation of the land is within the boundaries of property lines with no trespass or encroachment;
• responsible ownership and competent property management;
• absence of any defects in engineering or presence of any hazardous waste and/ or toxic material;
• compliance with all applicable federal, state and local environmental regulations and laws and all applicable zoning and use regulations and restrictions; and
• absence of any latent or unhidden conditions or defects on a building's subsoil or structures.

Property values can change substantially, even over short periods of time, and an independent valuer's opinion of value could differ significantly if the date of valuation were to change. A high degree in volatility in the market may lead to fluctuations in values over a short period of time.

No offering where offering would not be lawful

This Offer Document does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Stapled Securities or the Offer, or to otherwise permit a public offering of the Stapled Securities in any jurisdiction outside Australia. The Offer is not being extended to any investor outside Australia, other than to certain Institutional Investors in New Zealand and other select eligible jurisdictions. This Offer Document does not constitute an offer or invitation to potential investors to whom it would not be lawful to make such an offer or invitation.

The distribution of this Offer Document outside Australia may be restricted by law and persons who come into possession of this Offer Document outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. For details of selling restrictions that apply to the Stapled Securities in certain jurisdictions outside of Australia, please refer to Section 10.17.

This Offer Document may not be distributed to, or relied upon by, persons in the United States. The Stapled Securities have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States, and may not be offered or sold in the United States, or to or for the account or benefit of any person in the United States, except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws.

Unless otherwise agreed with GDI Property Group Limited and GDI Funds Management Limited, any person subscribing for Stapled Securities in the Offer shall by virtue of such subscription be deemed to represent that they are not in a jurisdiction which does not permit the making of an offer or invitation as detailed in this Offer Document, and are not acting for the account or benefit of a person within such jurisdiction.

None of GDI Property Group Limited and GDI Funds Management Limited, the Lead Manager, nor any of their respective Directors, officers, employees, consultants, agents, partners or advisers accepts any liability or responsibility to determine whether a person is able to participate in the Offer.

Exposure Period

The Corporations Act prohibits GDI Property Group Limited and GDI Funds Management Limited from processing Applications in the seven day period after the date of Offer Document Lodgement ("Exposure Period"). The Exposure Period may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to enable the Offer Document to be examined by market participants prior to the raising of funds. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period.

Obtaining a copy of this Offer Document

A paper copy of the Offer Document is available free of charge to any person in Australia by calling the GDI Offer Information Line on 1800 237 687 (within Australia) or +61 1800 237 687 (outside Australia) from 8.30am until 5.30pm Sydney Time Monday to Friday.

This Offer Document is also available to Australian resident investors in electronic form at the Offer website, www.gdi.com.au. The Offer constituted by this Offer Document in electronic form is available only to Australian residents accessing the website from Australia. It is not available to persons in any other jurisdiction (including the United States). Persons who access the electronic version of this Offer Document should ensure that they download and read the entire Offer Document.

GDI Property Group Limited and GDI Funds Management Limited, in consultation with the Lead Manager, reserve the right to extend the Offer, close the Offer Period early or withdraw the Offer, in each case without notice.

Applications

Applications may only be made during the Offer Period on the appropriate Application Form attached to, or accompanying, this Offer Document in its paper copy form, or in its electronic form which must be downloaded in its entirety from www.gdi.com.au. By making an Application, you represent and warrant that you were given access to the Offer Document, together with an Application Form. The Corporations Act prohibits any person from passing the Application Form onto another person unless it is attached to, or accompanied by, this Offer Document in its paper copy form or the complete and unaltered electronic version of this Offer Document.

No cooling-off rights

Cooling-off rights do not apply to an investment in the Stapled Securities issued under the Offer Document. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted.

Defined terms and abbreviations

Defined terms and abbreviations used in this Offer Document are explained in the Glossary in Section 16. Unless otherwise stated or implied, references to times in this Offer Document are to Sydney time and references to dates or years are calendar year references. All financial amounts contained in this Offer Document are expressed in Australian dollars unless otherwise stated. Any discrepancies between totals and sums and components in tables contained in this Offer Document are due to rounding.

Photographs and diagrams

Photographs and diagrams in this Offer Document do not necessarily depict Properties owned or used by GDI Property Group Limited and GDI Funds Management Limited, and are for illustration only and should not be interpreted to mean that any person shown in them endorses this Offer Document or its contents. Diagrams used in the Offer Document are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the Offer Document Date.

Privacy

By completing an Application Form, you are providing personal information to GDI Property Group Limited and GDI Funds Management Limited and the Registry, which is contracted by GDI Property Group Limited and GDI Funds Management Limited to manage Applications. GDI Property Group Limited and GDI Funds Management Limited and the Registry on its behalf, collect, hold and use that personal information to process your Application, service your needs as a holder of Stapled Securities, provide facilities and services that you request and carry out appropriate administration. Once you become a Stapled Securityholder, the Corporations Act and Australian taxation legislation requires information about you (including your name, address and details of the Stapled Securities you hold) to be included in the Register. The information must continue to be included in the Register if you cease to be a Stapled Securityholder. If you do not provide all the information requested, your Application Form may not be able to be processed.

GDI Property Group Limited and GDI Funds Management Limited and the Registry may disclose your personal information for purposes related to your investment to their agents and service providers including those listed below or as otherwise authorised under the Privacy Act 1988 (Cth):

• the Registry for ongoing administration of the Register;

• the Lead Manager in order to assess your Application;

• a regulatory agency in compliance or purported compliance with regulatory obligations;

• printers and other companies for the purpose of preparation and distribution of documents and for handling mail;
• market research companies for the purpose of analysing GDI Property Group's Stapled Securityholder base and for product development and planning; and
• legal and accounting firms, auditors, management consultants and other advisers for the purpose of administering, and advising on, the Stapled Securities and for associated actions.

You may request access to your personal information held by or on behalf of GDI Property Group. You can request access to your personal information or obtain further information about GDI Property Group's privacy practices by contacting the Registry. You may be required to pay a reasonable charge to the Registry in order to access your personal information. GDI Property Group will aim to ensure that the personal information it retains about you is accurate, complete and up-to-date. To assist with this, please contact the Registry if any of the details you have provided change. In accordance with the requirements of the Corporations Act, information on the

Register will be accessible by members of the public. Please contact us on (02) 9223 4222 if you do not consent to GDI Property Group using

or disclosing your personal information in these ways. It is important that you contact GDI Property Group because, by investing in the Stapled Securities, you will be taken to have consented to these uses and disclosures.

Up to date information

Information regarding the Offer may need to be updated from time to time. Any updated information about the Offer that is not considered materially adverse will be made available on the GDI Property Group's website at www.gdi.com.au. GDI Property Group Limited and GDI Funds Management Limited will provide a copy of the updated information free of charge to any recipient of this Offer Document or Applicant who requests a copy by contacting their broker or the GDI Offer Information Line on 1800 237 687 (within Australia) or +61 1800 237 687 (outside Australia) from 8.30am until 5.30pm (Sydney time) Monday to Friday.

Underwriting and Offer management

Credit Suisse (Australia) Limited (ACN 007 016 300) has been appointed by GDI Funds Management Limited and GDI Property Group Limited as Lead Manager to the Offer and Underwriter to the Public Offer, subject to certain terms and conditions stipulated within the Underwriting Agreement.

The Underwriting Agreement sets out a number of circumstances where the Lead Manager may terminate the Underwriting Agreement and its obligations. For further information on the terms and conditions of the Underwriting Agreement you should refer to Section 14.10.

This document is important and should be read in its entirety.

Chairman's letter

25 November 2013

Dear Investor

An Opportunity to invest in GDI Property Group

On behalf of the GDI Property Group Board, I am pleased to present you with this opportunity to invest in GDI Property Group.

At completion of the Offer and other transactions described in this Offer Document ("Completion"), GDI Property Group will be an integrated, internally managed property and funds management group with capabilities in ownership, management, refurbishment, leasing and syndication of office properties.

GDI Property Group will be a listed stapled entity, comprising GDI Property Trust and GDI Property Group Limited and their controlled entities:

• GDI Property Trust will be an internally managed Real Estate Investment Trust ("REIT") owning a portfolio of four office properties. These properties are diversified by geography, tenant and lease terms. This portfolio of properties ("Portfolio"), which is valued at approximately \$682.8 million (based on independent valuations, as at 1 October 2013), comprises:
• Mill Green Complex, comprising 197 St Georges Terrace, 5 Mill Street and 1 Mill Street, Perth;
• 233 Castlereagh Street, Sydney;
• 25 Grenfell Street, Adelaide; and
• 307 Queen Street, Brisbane.
• GDI Property Group Limited will own an established funds business currently operated by the GDI group ("Funds Business"). The Funds Business manages wholesale property trusts and has a reputation of delivering strong returns to a sophisticated and high net worth investor base of approximately 1,000 investors. At Completion, the Funds Business will manage five External Funds with assets under management of approximately \$184.4 million.
• GDI Property Group will have an experienced management team with a successful track record of acquiring properties and increasing their value for investors through refurbishment and re-letting.

At Completion, Directors and management will own approximately 10.7% of Stapled Securities on issue (with 10.5% of the Stapled Securities on issue subject to certain voluntary escrow restrictions). There will also be incentive arrangements for executives and management to align the interests of executives and management with Stapled Securityholders.

GDI Property Group forecasts:

• an annualised FFO Yield(1) from 17 December 2013(2) to 30 June 2014 of 7.2% and an FY15 FFO Yield of 8.2%; and
• an annualised FY14 Distribution Yield(3) from 17 December 2013 to 30 June 2014 of 6.5% and an FY15 Distribution Yield of 7.5%.

It is intended that distributions will be paid on a six monthly basis with the first distribution expected to be paid in August 2014 in relation to the period ending 30 June 2014. GDI Property Group's Gearing(4) at Completion is expected to be 24.0%.

⁽¹⁾ FFO or Funds From Operation is a Property Council of Australia concept which adjusts statutory AIFRS net profit for non-cash changes in investment properties, noncash impairment of goodwill, non-cash fair value adjustments to financial instruments, amortisation of incentives, rental straight-line adjustments and other unrealised one-off items. FFO Yield represents the FFO per Stapled Security divided by the Offer Price.

⁽²⁾ Being the expected date of Completion.

⁽³⁾ Distribution Yield represents the Distributions per Stapled Security received by Stapled Securityholders in the Forecast Period divided by the Offer Price. The forecast Distribution Yield is based on the assumptions set out in Section 6.4 and may not be achieved. If the actual outcomes differ from the assumptions, the actual Distribution Yield may not be as forecast. The forecast Distribution Yield is not indicative of Distribution Yield beyond the Forecast Period.

⁽⁴⁾ Defined as drawn borrowings under the Debt Facility less cash, divided by Total Tangible Assets less cash.

You should read this document carefully and in its entirety, and seek relevant professional advice before making a decision to invest. The Offer Document contains information regarding GDI Property Group, including key financial information, the risks associated with an investment in GDI Property Group, and details of the Offer and the transactions that will be undertaken to create the GDI Property Group on Completion.

Key risks include risks associated with an investment in property, including changes in property valuations and the potential for reductions in rental income, certain risks associated with the formation of GDI Property Group and transition to a newly listed stapled group, and various business risks associated with re-leasing and vacancy, office sector concentration and funding arrangements. If any of these key risks, or other material risks eventuate, they may have an adverse impact on GDI Property Group and its earnings(5).

On behalf of the GDI Property Group Board, I encourage you to consider this investment opportunity.

Yours faithfully

Graham Kelly Chairman

(5) See "Key Risks" in Section 1 commencing on page 15 and Section 8 of this Offer Document for details relating to the risks of an investment in GDI Property Group.

Important dates and key Offer statistics

Key Offer statistics(1)
Offer Price	\$1.00 per Stapled Security
Stapled Securities on Completion	567,575,025
Market capitalisation at Offer Price(2)	\$567,575,025
Net Asset Value ("NAV") on Completion(3)	\$0.94 per Stapled Security
Net Tangible Assets ("NTA") on Completion(3)	\$0.91 per Stapled Security
Pro Forma Gearing(4)	24.0%
FY14 annualised(5) forecast Funds From Operations ("FFO") Yield(6)	7.2%
FY14 annualised(5) forecast Distribution Yield(7)	6.5%
FY15 forecast Funds From Operations Yield(6)	8.2%
FY15 forecast Distribution Yield(7)	7.5%

Notes:

(1) See Section 6 for further details on the Financial Information provided in the table above. The forecast Funds From Operations Yield and Distribution Yield are based on the assumptions set out in Section 6.4 and may not be achieved. If the actual outcomes differ from the assumptions, the actual Funds From Operations Yield and/or Distribution Yield may not be as forecast. The forecast Funds From Operations Yield and Distribution Yield are not indicative of Funds From Operations Yield and Distribution Yield beyond the Forecast Period.

(2) Based on total Stapled Securities on issue on Completion. If the Stapled Securities trade below or above the Offer Price, the market capitalisation will be lower or higher than \$567,575,025.

(3) On Completion, based on 567,575,025 Stapled Securities on issue.

(4) Defined as drawn borrowings under the Debt Facility less cash, divided by Total Tangible Assets less cash.

(5) Annualised from 17 December 2013 (being the expected date of Completion) to 30 June 2014 (excluding one-off costs).

(6) Funds From Operations is a Property Council of Australia concept which adjusts statutory AIFRS net profit for non-cash changes in investment properties, non-cash impairment of goodwill, non-cash fair value adjustments to financial instruments, amortisation of incentives, rental straight-line adjustments and other unrealised one-off items. FFO Yield represents the FFO per Stapled Security divided by the Offer Price in FY14 and FY15 respectively. See Section 6.3.2 for further details on the calculation of FFO and Section 6.4 for details of the assumptions used in the Forecast Period.

(7) Distribution Yield represents the Distributions per Stapled Security received by Stapled Securityholders divided by the Offer Price in FY14 and FY15 respectively. See Section 6.3.2 for further details on Distributions and Section 6.4 for details of the assumptions used in the Forecast Period.

Important dates(8)

Offer Document Date	25 November 2013
Offer Opening Date	3 December 2013
Offer Closing Date	10 December 2013
Settlement	16 December 2013
Implementation of Seed Trusts Restructure and Acquisitions	16 December 2013
Allotment	17 December 2013
Commencement of deferred settlement trading of Stapled Securities on ASX	17 December 2013
Dispatch of holding statements	20 December 2013
Commencement of normal trading of Stapled Securities	23 December 2013

Notes:

(8) This timetable is indicative only and may change without notice. Unless otherwise indicated, all times are stated in Sydney time. The Lead Manager, by agreement with GDI Property Group Limited and GDI Funds Management Limited, reserves the right to vary the dates and times of the Offer, including to extend the Offer Closing Date, close the Offer early or accept late Applications (either generally or in particular cases and without notifying any recipient of this Offer Document or Applicants) and GDI Property Group Limited and GDI Funds Management Limited may withdraw the Offer at any time before the Stapled Securities are issued, at their discretion. Investors are encouraged to submit their Applications as soon as possible after the Offer Opening Date.

1. Investment overview

Introduction		More information
What is GDI Property Group?	At Completion, GDI Property Group will be an integrated, internally managed property and funds management group with capabilities in ownership, management, refurbishment, leasing and syndication of office properties. GDI Property Group will be structured as a Stapled Entity, comprising GDI Property Trust and GDI Property Group Limited and their controlled entities.	See Section 2 for an overview of GDI Property Group
	GDI Property Trust will be an internally managed Real Estate Investment Trust ("REIT") owning a portfolio of office properties across Australia ("Portfolio") valued at approximately \$682.8 million based on independent valuations.	See Section 3 for details of the Portfolio
	At Completion, the Portfolio will comprise four Properties:	See Section 4 for the details of
	• Mill Green Complex; which comprises three Buildings: 197 St Georges Terrace, 5 Mill Street and 1 Mill Street, Perth;	External Funds
	• 233 Castlereagh Street, Sydney;
	• 25 Grenfell Street, Adelaide; and
	• 307 Queen Street, Brisbane.
	GDI Property Group will own an established funds business which manages unlisted and unregistered property trusts and is currently operated by GDI group ("Funds Business"). At Completion, the Funds Business will manage five External Funds with Assets Under Management ("AUM") of approximately \$184.4 million.
	A structure diagram of GDI Property Group is shown below:
	Figure 1.1: Simplified GDI Property Group corporate structure at completion GDI Property Group Stapled

Introduction (continued)		More information
What will be the key attributes of GDI Property	• Ownership of the Portfolio, comprising office properties which are diversified by geography, tenant and lease terms. • Ownership of an established Funds Business with a reputation of delivering	See Section 2 for an overview of GDI Property
Group?	strong returns to a sophisticated and high net worth ("HNW") investor base of approximately 1,000 investors.	Group
	• Experienced management team with a successful track record of acquiring properties and increasing their value for investors through refurbishment and re-letting.	See Section 3 for details of the Portfolio
	• An internalised management structure. Directors and management will own approximately 10.7% of Stapled Securities on issue at Completion (with 10.5% of Stapled Securities on issue subject to certain Escrow Restrictions). It is also intended that incentive arrangements will be offered for executives and management which will align the interests of Directors and management with Stapled Securityholders.	See Section 4 for the details of External Funds
	• At Completion, GDI Property Group's drawn debt level will be substantially less than the maximum amount permitted under the Board's capital management and hedging policy, providing GDI Property Group with a funding capacity for future acquisitions.
	• An attractive forecast Funds From Operations ("FFO") Yield(1) and Distribution Yield(2).
	For further information, see "Key Benefits and Investment Highlights" in Section 1 commencing on page 14 and Section 2.2 of this Offer Document.
	Notes: (1) FFO or Funds From Operation is a Property Council of Australia concept which adjusts statutory AIFRS net profit for non-cash changes in investment properties, non-cash impairment of goodwill, non-cash fair value adjustments to financial instruments, amortisation of incentives, rental straight-line adjustments and other unrealised one-off items. FFO Yield represents the FFO per Stapled Security divided by the Offer Price. GDI Property Group forecasts an annualised FFO Yield from 17 December 2013 (being the expected date of Completion) to 30 June 2014 of 7.2% and an FY15 FFO Yield of 8.2%. See Section 6.3.2 for further details on the calculation of FFO and Section 6.4 for details of the assumptions used in the Forecast Period. If the actual outcomes differ from the assumptions, the actual FFO Yield may not be as forecast. The forecast FFO Yield is not indicative of FFO Yield beyond the Forecast Period.
	(2) Distribution Yield represents the Distributions per Stapled Security received by Stapled Securityholders in the Forecast Period divided by the Offer Price. GDI Property Group forecasts an annualised FY14 Distribution Yield from 17 December 2013 (being the expected date of Completion) to 30 June 2014 of 6.5% and an FY15 Distribution Yield of 7.5%. See Section 6.3.2 for further details on Distributions and Section 6.4 for details of the assumptions used in the Forecast Period. If the actual outcomes differ from the assumptions, the actual Distribution Yield may not be as forecast. The forecast Distribution Yield is not indicative of Distribution Yield beyond the Forecast Period.
Why is the	The Offer is being conducted to:	See Section 10.5
Offer being conducted?	• Provide Seed Investors with the opportunity to participate in the Rollover Offer and elect to acquire Stapled Securities;	for further details on the purpose of
	• Retire Seed Trust debt;	the Offer
	• Facilitate the acquisition of the Brisbane Property by GDI Property Group;
	• Facilitate the acquisition of the Funds Business by GDI Property Group;
	• Provide GDI Property Group with working capital; and
	• Fund the Offer and other costs relating to the Transaction.
What is GDI group?	GDI group is an unlisted property group in which the Partnership operates the Funds Business and which also comprises the Responsible Entity and a number of wholly-owned companies acting as trustees of the External Funds.	See Section 2.2.1 for further details of the
	GDI group began operations in 1993 as Grosvenor Project Marketing. Over the past 20 years GDI group has built a reputation for successful investments in the Australian commercial property market.	background of GDI group
	Three of the funds managed by the Funds Business are the Seed Trusts which own the Perth Property, the Sydney Property and the Adelaide Property. These properties will become assets of the new listed GDI Property Group on Completion (see "Seed Trusts Restructure" in Section 15.3.1). GDI Property Group will also acquire the Funds Business on Completion.

	Key Features of GDI Property Group's Business Model	More information
What are GDI Property Group's key	• To grow Net Rental Income and enhance capital values of the Properties, through active asset management, including leasing and selective capital improvements.	Section 2
strategies?	• To maximise returns to investors in the External Funds.
	• To undertake acquisitions in accordance with the Investment Mandate.
	• To grow the Funds Business by establishing new External Funds.
How will GDI Property Group	GDI Property Group will generate income and capital distributions in the following manner:	Section 2.1.1
generate income and capital	• Receipt of Net Rental Income and other income from the Properties;
distributions?	• Growth in capital values of the Properties via asset management, improved leasing, tenant diversity, selective capital improvements and management of outgoings;
	• Divestment of properties; and
	• Receipt of fee income from External Funds, including management, acquisition, disposal, performance and other fees.
What is the Investment Mandate?	The Investment Mandate of GDI Property Trust is to acquire multi-tenanted, well-located CBD office properties, which are at least \$100 million in value. The objective, where possible, is to acquire properties below management's view of value.	Section 2.1.3
	Generally, GDI Property Trust will acquire 100% ownership of properties. However, it may enter into joint ownership arrangements for properties with third parties or External Funds, where the Board considers it appropriate to do so, and the proposed investment is consistent with the Investment Mandate. Factors that the Board would consider in entering into joint ownership arrangements are described in Section 2.1.3.
	GDI Property Trust may also acquire an equity co-investment stake of up to 10% in an External Fund.
	It is not intended that GDI Property Trust will acquire properties from the External Funds, guarantee debt associated with the External Funds, or undertake significant development activity in relation to the Portfolio.
What properties will GDI Property	• Properties that do not fall within the Investment Mandate of GDI Property Trust, for example, due to their size, location or development risk.	Section 2.1.3
Group acquire for External Funds?	• Properties that fall within the Investment Mandate of GDI Property Trust, but the Board has determined they do not wish to acquire the property for GDI Property Trust, for example, due to capital and/or geographic weighting constraints.
	Please see Section 2.1.3 for further details.
In what circumstances will GDI Property Group use its balance sheet for the Funds	• To fund the payment of costs associated with the proposed acquisition of properties by External Funds, including due diligence, advisor costs and option fees. These costs would be repaid if the relevant External Funds successfully complete the acquisitions of those properties. However, if the External Funds are not successful in acquiring those properties, any amounts paid by GDI Property Group would be lost.	Section 2.1.3
Business?	• GDI Property Group may choose, or be required by an External Fund, to acquire an equity co-investment stake of up to 10% in an External Fund.

Details of the Portfolio

What are the key metrics of the Portfolio at Completion?

What Properties will comprise the Portfolio at Completion?

Number of Properties(1)	4
Valuation(2)	\$682.8 million
Weighted average Capitalisation Rate of the Portfolio(3)	8.15%
Occupancy(4)	82.4%
Weighted Average Lease Expiry ("WALE")(4)	3.4 years
Total Net Lettable Area ("NLA")	104,963 sqm

Notes:

(1) Mill Green Complex comprises the following three Buildings: 197 St Georges Terrace, 5 Mill Street and 1 Mill Street.

• (2) Based on the independent valuation of the Perth Property prepared by Savills Valuations Pty Ltd dated 1 October 2013, the independent valuation of the Sydney Property prepared by Savills Valuations Pty Ltd dated 1 October 2013, the independent valuation of the Adelaide Property prepared by CBRE Richard Ellis Valuations Pty Ltd dated 1 October 2013 and the independent valuation of the Brisbane Property prepared by Jones Lang LaSalle Advisory Services Pty Limited dated 1 October 2013, the summaries of which are set out in Section 12 of this Offer Document. This figure includes Guarantees of \$3.7 million for the Sydney Property and \$7.0 million for the Brisbane Property.

More information

Section 3.1

(3) The Capitalisation Rate for the Portfolio is calculated by dividing the stabilised net operating income of the Properties comprising the Portfolio at Completion by the assessed valuation of those Properties as set out in the Valuation Reports, excluding costs of acquisition and fees. This is weighted by value.

(4) Based on NLA and includes Guarantees, as at Completion.

Table 1.2: Properties in the Portfolio at Completion

Properties	Valuation (A\$m)(2)	Capitalisation Rate(3)	Occupancy(4)	WALE (yrs)(4)
Mill Green Complex(1)	\$332.0	8.25%	72.8%	4.4
233 Castlereagh St, Sydney	\$121.0	7.50%	93.4%	2.3
25 Grenfell St, Adelaide	\$109.0	8.50%	92.8%	3.4
307 Queens St, Brisbane	\$120.8	8.00%	77.5%	2.6
Total/weighted averages	\$682.8	8.15%(5)	82.4%	3.4

Notes:

(1) Mill Green Complex comprises the following three Buildings: 197 St Georges Terrace, 5 Mill Street and 1 Mill Street.

(2) Based on the independent valuation of the Perth Property prepared by Savills Valuations Pty Ltd dated 1 October 2013, the independent valuation of the Sydney Property prepared by Savills Valuations Pty Ltd dated 1 October 2013, the independent valuation of the Adelaide Property prepared by CBRE Richard Ellis Valuations Pty Ltd dated 1 October 2013 and the independent valuation of the Brisbane Property prepared by Jones Lang LaSalle Advisory Services Pty Limited dated 1 October 2013, the summaries of which are set out in Section 12 of this Offer Document. This figure includes Guarantees of \$3.7 million for the Sydney Property and \$7.0 million for the Brisbane Property.

(3) The Capitalisation Rate is calculated by dividing the stabilised net operating income of each Property by the assessed valuation of that Property as set out in the relevant Valuation Report, excluding costs of acquisition and fees.

(4) Based on NLA and includes Guarantees, as at Completion.

(5) The Capitalisation Rate for the Portfolio at Completion is the weighted average by value of each Property's Capitalisation Rate.

Details of the Portfolio (continued)	More information
Who are the major tenants of	At Completion, the Portfolio's tenant base will be diversified, with no single tenant occupying more than 7.5% of NLA.	Section 3
the Portfolio at Completion?	Figure 1.2: Top 10 tenants(1) (by total Portfolio NLA) as a % of total Portfolio NLA
	7.5 % AMEC Minproc Limited
	5.3 % Minter Ellison Admin (SA)
	4.7 % Chevron Australia
	4.4 % Minister for Admin. Services (PIRSA)
	4.2 % Minister For Admin. Services (Dept. of Water)
	3.5 % Moray and Agnew
	2.5 % CBI Constructors Pty Ltd
	1.8 % Copyright Agency Limited
	1.8 % Carlson Wagonlit Australia Pty Ltd
	1.7 % Clough Projects Pty Ltd Notes:
	(1) Only includes tenant occupied space, based on total NLA and as at Completion.
What are the	GDI Property Group will obtain Guarantees in relation to the following Properties:	See Sections 3,
Guarantees?	• 233 Castlereagh Street, Sydney – to be provided by the SGT (being the Sydney Guarantee Trust); and	6.4.2, 14.9 and 14.12
	• 307 Queen Street, Brisbane – to be provided by the vendor of the Brisbane Property.
	The amount of the Guarantee in relation to the Sydney Property is \$3.7 million. The amount of the Guarantee in relation to the Brisbane Property is \$7.0 million.
	Amounts will be paid to GDI Property Group as and when the amounts of vacancy support and other incentives arise under the Guarantees.
	In the case of the Guarantee relating to the Sydney Property, if the full amount of that Guarantee is not used, which is not anticipated, any remaining amount will be paid at the end of the guarantee period to persons who were Seed Investors in the Sydney Seed Trust immediately prior to Completion (see Sections 3, 6.4.2 and 14.12). In the case of the Brisbane Property there will not be any unpaid amounts as the Guaranteed amounts are either payable or the Guarantee is reduced in some circumstances.
	For further details regarding the Guarantee relating to the Brisbane Property see Section 6.4.2 and 14.9.
What are the custodian arrangements in relation to GDI	GDI Funds Management Limited has appointed The Trust Company Section 14.4 (Australia) Limited (ACN 000 000 993) as its custodian in relation to certain assets of GDI Property Group. The Custodian will act, in this capacity, in accordance with the terms of the relevant custody deed.
Property Trust?	There are similar arrangements in place with the Custodian and the Perth Seed Trustee, and the Custodian and GDI No.37 Pty Ltd.

Key Benefits and Investment Highlights

What are the main benefits associated with an investment in GDI Property Group?

Office specialist with an established track record

GDI Property Group will acquire the Funds Business (including the services of the senior management team) from Vendors associated with the GDI group.

The Funds Business was established in 1993 and has a history of consistently delivering strong returns to its investors. For the 18 funds which have wound up, GDI group has provided investors with positive returns in every case and an average IRR(1) of over 20% per annum after fees. The senior management team of the Funds Business has on average over 25 years' experience in office property, funds management and finance.

Diversified office portfolio

At Completion, GDI Property Group will own four Australian office Properties located in the major CBD locations of Perth, Sydney, Adelaide, and Brisbane. The Properties are diversified by geography, number of tenants (over 150) and lease terms.

A value add approach to office ownership and management

GDI Property Group will have a disciplined value based investment approach and a philosophy of acquiring properties that offer an opportunity for GDI Property Group to create value through active asset management, including leasing and selective capital improvements.

Aligned Board and management

GDI Property Group will have an internally managed structure, with no funds management fees payable to external parties. In addition, Directors and management will own approximately 10.7% of Stapled Securities on issue at Completion (10.5% of which will be subject to certain Escrow Restrictions). It is also intended that GDI Property Group will offer its Directors and management incentive arrangements which will align the interests of Directors and management with Stapled Securityholders.

Established Funds Business positioned for growth

The Funds Business' investor base comprises approximately 1,000 investors investing either directly or through a limited number of financial intermediaries. GDI Property Group expects the Transaction will provide a platform for the Funds Business to grow by establishing new External Funds.

Capacity to grow the Portfolio

At Completion, GDI Property Group's drawn debt level will be substantially less than the maximum amount permitted under the Board's Gearing policy, providing GDI Property Group with funding capacity for future acquisitions. GDI Property Group has not determined any specific timeframes for the acquisition of additional properties for the Portfolio. Accordingly, the Forecast Financial Information assumes that no acquisition will be made for the Portfolio during the Forecast Period.

However, GDI Property Group will assess acquisition opportunities as they arise based on a number of factors including the availability of properties that meet the investment criteria outlined in the Investment Mandate. See Section 2.1.3 for further details on the Investment Mandate. See Section 8.3.9 for the potential risks involved in acquiring new properties.

Notes:

(1) IRR or Internal Rate of Return means the discount rate that makes the net present value of all cash flows from a particular project equal to zero.

More information

See Section 2 for an overview of GDI Property Group

See Section 3 for details on the Property Portfolio

See Section 6 for details on Financial Information

Key Benefits and Investment Highlights (continued)

What are the main benefits associated with an investment in GDI Property Group? (continued)

Attractive Yield(1)

GDI Property Group forecasts an annualised FFO Yield(2) from 17 December 2013 (being the expected date of Completion) to 30 June 2014 of 7.2% and an FY15 FFO Yield of 8.2%.

GDI Property Group forecasts an annualised FY14 Distribution Yield(3) from 17 December 2013 (being the expected date of Completion) to 30 June 2014 of 6.5% and an FY15 Distribution Yield of 7.5%.

Notes:

• (1) The forecast Funds From Operations Yield and Distribution Yield are based on the assumptions set out in Section 6.4 and may not be achieved. If the actual outcomes differ from the assumptions, the actual Funds From Operations Yield or Distribution Yield may not be as forecast. The forecast Funds From Operations Yield and Distribution Yield are not indicative of Funds From Operations Yield and Distribution Yield beyond the Forecast Period.
• (2) FFO or Funds From Operation is a Property Council of Australia concept which adjusts statutory AIFRS net profit for non-cash changes in investment properties, non-cash impairment of goodwill, non-cash fair value adjustments to financial instruments, amortisation of incentives, rental straight-line adjustments and other unrealised one-off items. FFO Yield represents the FFO per Stapled Security divided by the Offer Price.
• (3) Distribution Yield represents the Distributions per Stapled Security received by Stapled Securityholders divided by the Offer Price in FY14 and FY15 respectively.

Key Risks

What are the main risks associated with an investment in GDI Property Group?

Risks specific to your investment in property

Property valuations

Valuations ascribed to the Properties from time to time will be influenced by a number of factors including changes in market rental rates, fluctuating occupancy levels, a downturn in the property market in general, pricing of any competing properties, tenants defaulting, increased competition from new or existing properties, increases in supply or falls in demand for property, general economic conditions and the ability of GDI Property Group to manage these factors. Whilst a change in valuation will not directly impact FFO and Distributions per Stapled Security, it will impact Gearing which could have a bearing on Debt Facility Covenants.

Rental Income

Distributions made by GDI Property Group will be largely dependent upon the rents received from its Portfolio, occupancy levels and the expenses incurred during operations. Net Rental Income may be adversely affected by a number of factors including local real estate conditions and rental arrears and vacancy periods. All of these factors may affect the Distributions per Stapled Security and market price of Stapled Securities.

Risks specific to formation of GDI Property Group

Brisbane Acquisition

The Brisbane Acquisition might not complete. This will have a negative impact on FFO and Distributions per Stapled Security due to the lower Net Rental Income and lower Gearing of GDI Property Group. If this was to occur GDI Property Group would seek to acquire one or more alternative properties.

Additionally, as the Brisbane Property is not currently managed by the Funds Business, the forecast capital expenditure for the Brisbane Property might be higher than expected and this would result in higher GDI Property Group Gearing and lower Distributions per Stapled Security.

More information

See Section 2 for an overview of GDI Property Group

See Section 3 for details on the Property Portfolio

See Section 6 for details on Financial Information

Investment overview

What are the main risks associated with an investment in GDI Property Group? (continued)

Stamp Duty on Seed Trusts transfer

GDI Property Group has sought stamp duty concessions on the transfer of the Seed Trusts.

In relation to the Perth Seed Trust, GDI Property Group has received an assessment from the Western Australian Office of State Revenue. There is a risk that the Western Australian Office of State Revenue might withdraw, threaten to withdraw or replace that assessment with an alternative assessment which might impose a higher amount of stamp duty than has been anticipated in relation to the Perth Seed Trust, as reflected in the Financial Information.

Transition to a listed Stapled group

GDI group's transition to a listed Stapled group structure with an internalised management structure will expose GDI Property Group to the following specific risks:

• Change in corporate governance requirements

As GDI Property Group will be a listed Stapled group, GDI Property Group will be required to comply with financial reporting and other Corporation Act and Listing Rule requirements applicable to an ASX listed Stapled group as well as ASX corporate governance requirements. An inability by GDI Property Group to adequately manage and resource compliance with these requirements expected in a listed environment, or to properly identify and manage key compliance risks, may have a material adverse impact on GDI Property Group's business from a licensing, regulatory and reputational perspective.

• Skill and size of GDI Property Group management team

GDI Property Group operates with a small efficient management team. Whilst GDI Property Group intends to hire additional personnel, the management team will remain small. The management team will, if the Transaction is implemented, be required in addition to their current workloads to take on substantial additional work to meet the increased regulatory oversight and additional obligations inherent in the management of a listed Stapled group. It is possible that the size and skill level of the management team, at least in the short term, will not be sufficient to effectively discharge all of the additional responsibilities of the new listed Stapled Group. If this happens, GDI Property Group and its financial position could be adversely impacted.

Due Diligence and ongoing Liabilities

Due diligence has been undertaken by GDI Property Group in relation to the Seed Trusts and the Funds Business. Notwithstanding this due diligence, it is possible that one or more material adverse issues will not have been identified prior to GDI Property Group's acquisition of the Seed Trusts and/ or the Funds Business. If a material adverse issue has not been identified prior to GDI Property Group's acquisition of the Seed Trusts and/or the Funds Business, this could adversely impact the financial performance, position and prospects of GDI Property Group and Distributions per Stapled Security.

Risks specific to your investment in GDI Property Group

Re-leasing and vacancy

There is a risk that GDI Property Group may not be able to negotiate suitable lease extensions with existing tenants or replace outgoing tenants with new tenants on the same terms (if at all) or be able to find new tenants to take over space that is currently unoccupied. Certain vacancies at the Sydney Property and the Brisbane Property are covered by the Guarantees (see below). However, in relation to the Perth Property, there are vacancies which are not covered by rent guarantees. In particular, 1 Mill Street is vacant.

More information

Key Risks (continued)

What are the main risks associated with an investment in GDI Property Group? (continued)

GDI Property Group's Net Rental Income may also be negatively impacted by any increases in amounts not recoverable from tenants that might be incurred by GDI Property Group.

Funding for GDI Property Group

GDI Property Group will rely on debt and equity funding for the Portfolio. See Section 8.3.13 for details relating to risk of dilution by future equity capital raisings. GDI Property Group's ability to raise capital on favourable terms is dependent upon the general economic climate, the state of the capital markets and the performance, reputation and financial strength of GDI Property Group. A lack of or increased cost of capital could impact the funding costs of GDI Property Group and therefore impact Distributions per Stapled Security. See Section 8.3.10 for details relating to Gearing risks.

Guarantees

The Sydney Property and the Brisbane Property have a number of vacancies in respect of which Guarantees will be provided. After the guarantee period in respect of each Guarantee, Net Rental Income may decrease if GDI Property Group is unable to lease the tenancies that were subject to the relevant Guarantee. Under this scenario, Net Rental Income will reduce, negatively impacting Distributions per Stapled Security.

Income from Funds Business

GDI Property Group expects to receive fees from the External Funds. These fees include management fees, disposal fees and other fees. There is a risk that these fees might be materially different to the fees described in the Financial Information set out in Sections 2.2.2 and 6.4.2.

There is a risk that GDI Property Group might not be able to establish new External Funds due to limited investment opportunities, and/or limited availability of investor capital. This in turn will negatively impact fees for the Funds Business.

GDI Property Group's ability to raise new equity for future External Funds may be dependent on its performance managing the External Funds. If the External Funds perform poorly, this may limit GDI Property Group's ability to raise capital for External Funds.

In the circumstances where GDI Property Group funds the payment of costs associated with the proposed acquisition of a property by an External Fund, including due diligence, advisor costs and option fees and the External Fund does not successfully complete the acquisition of those property there is a risk that the monies will not be repaid to GDI Property Group.

All of these factors would have a negative impact on the FFO and Distributions per Stapled Security.

Loss of key management personnel

GDI Property Group operates with a small management team. The loss of key management personnel could cause material disruption to GDI Property Group's activities in the short to medium term and could result in the loss of key relationships and expertise which could have a material adverse impact on current and future earnings.

More information

Key Risks (continued)

Office sector concentration

What are the main risks associated with

an investment in GDI Property Group?	Australian office market. Further, if any of the sub-markets in Perth, Sydney, Adelaide or Brisbane experience a downturn in activity, GDI Property Group's performance may be adversely impacted by way of lower market rents and/or increased property vacancy which will lead to a reduction in Net Rental Income.
(continued)	Capital expenditure requirements
	While GDI Property Group will undertake reasonable due diligence investigations prior to acquiring Properties, there can be no assurance that Properties will not have defects or deficiencies, or that unforeseen capital expenditure or other costs will not arise.
	An increase in capital expenditure may require additional funding, or Property sales, which will reduce FFO per Stapled Security as a result of higher interest expense or due to additional issued Stapled Securities (refer to Section 8.3.13 for further information on dilution risk). This in turn will reduce Distributions per Stapled Security.
	Gearing and breach of covenants
	Investors should note that GDI Property Group's Gearing could exceed the maximum level of 40% under the Board's Gearing policy from time to time (for example where GDI Property Group uses debt to acquire new properties or the valuation of properties in GDI Property Group falls). A higher level of Gearing will magnify the effect on GDI Property Group of any changes in interest rates or changes in value or performance measures.
	The Debt Facility contains undertakings to maintain certain Covenant LVR and Covenant ICR, and an event of default would occur if GDI Property Group fails to maintain these financial levels. GDI Property Group may need to dispose of Properties for less than their face value, raise additional equity, or reduce or suspend Distributions in order to repay the Debt Facility.
Details of the Transaction
How will GDI Property Group	GDI Property Group will be formed as a result of undertaking the steps set out in the Implementation Deed including:	See Section 2.1.2 for details on the
be formed?	• GDI Funds Management Limited, GDI Property Group Limited and its related entities undertaking the Seed Trusts Restructure, issuing Shares and Stapling the Units and the Shares to create the Stapled Securities; and	structure of GDI Property Group
	• GDI Funds Management Limited and GDI Property Group Limited undertaking the Offer and the Listing.	See Section 14.7 for the summary of the
	As part of the Transaction, GDI Property Group Limited will complete the Funds Business Acquisition and GDI Funds Management Limited will complete the Brisbane Acquisition.	Implementation Deed

GDI Property Group's performance depends upon the performance of the

The Implementation Deed is summarised in Section 14.7. It is a binding agreement between the Seed Trustees, the Vendors, GDI Property Group Limited, GDI Funds Management Limited and all other parties required to form GDI Property Group and undertake the Transaction.

Section 8

More information

Details of the Transaction (continued)		More information
What is the Seed Trusts Restructure?	The Seeds Trust Restructure is one of the steps required to be undertaken to form GDI Property Group. This step involves the acquisition by GDI Property Trust of all of the units in the Seed Trusts at the applicable withdrawal price under the relevant trust deed which is calculated by reference to the net asset value of the relevant Seed Trust. The acquisition will be effected by the transfer of each Seed Investor's units in the relevant Seed Trusts to GDI Property Trust in exchange for the issue of Units. For further details on how the Unit price will be calculated, see Sections 14.7 and 15.3.1.	See Section 10.7 for details on the Rollover Offer See Section 14.7 for a summary of the Implementation
	Seed Investors will be able to make:	Deed
	• a Continuing Election under the Rollover Offer (which will result in Seed Investors receiving Stapled Securities);	See Section 15.3.1 for details
	• an Exit Election under the Rollover Offer (which will result in Seed Investors receiving cash rather than Stapled Securities); or	on the Seed Trusts Restructure
	• a Continuing Election under the Rollover Offer in respect of some of their units and an Exit Election under the Rollover Offer in respect of the remainder of their units (which will result in Seed Investors receiving a combination of both cash and Stapled Securities).
When will the Seed Trusts Restructure be implemented?	• The Seed Trusts Restructure will be implemented immediately prior to Settlement subject to the satisfaction of various conditions precedent including the ASX waivers and confirmations and ASIC relief applied for as outlined in Section 15.10.2. The conditions precedent are set out in the Implementation Deed which is summarised at Section 14.7.	Sections 14.7 and 15.3.1
	• If the Offer does not complete, then the Seed Trusts Restructure will not proceed and Seed Investors will retain their investments in the Seed Trusts.
What are the Acquisitions?	The Acquisitions are the "Funds Business Acquisition" and the "Brisbane Acquisition":	Sections 14.8, 14.9 and 15.3.2
	• The Funds Business Acquisition refers to the proposed acquisition by GDI Property Group Limited of all of the Management Company Shares and the Funds Business. For further information, see Sections 14.8 and 15.3.2.
	• The Brisbane Acquisition refers to the proposed acquisition of the Brisbane Property by The Trust Company (Australia) Limited as custodian for GDI No.37 Pty Ltd as trustee of GDI No.37 Trust. The Brisbane Property will be the fourth property in the Portfolio. For further information, see Sections 14.9 and 15.3.2.
When will the Acquisitions be implemented?	The Funds Business Acquisition and the Brisbane Acquisition will be completed as part of the Transaction, immediately after Settlement occurs. If the Offer does not complete, then neither of the Funds Business Acquisition nor the Brisbane Acquisition will complete. However, the Offer can proceed if the Brisbane Acquisition does not complete.	Section 15.3.2

Details of the Transaction (continued)		More information
What is the opinion of the Independent Expert?	Having regard to: • the fact that the payment by the Company for the Funds Business Acquisition constitutes a related party benefit for the purposes of section 208 of the Corporations Act; and	Appendix
	• the ultimate ownership of the Funds Business and the Vendors by Mr Gillard and Mr Veale and their entitlement to receive various fees paid by the Seed Trustees which arise as part of the Transaction,
	it was decided to obtain an Independent Expert's Report in relation to these transactions and the benefits being provided.
	The Independent Expert has concluded that the consideration to be paid under the Funds Business Acquisition and the amounts being paid as performance, disposal and other fees (described in Section 9.3.1.2) is on arms length terms and fair and reasonable to Stapled Securityholders, not associated with the Vendors.
	The Independent Expert's Report is included in the Appendix to this Offer Document.
Do Seed Investors have a	Seed Investors can elect to either "Continue" or "Exit" from GDI Property Group.	Section 10.7
choice whether to continue investing with GDI Property	In the case of Foreign Seed Investors, they are taken to make on Exit Election. If a Seed Investor decides to Exit, they are entitled to take cash for their NTA in the Seed Trusts. If a Seed Investor decides to Continue, they will be issued with Stapled Securities in exchange for their units in the Seed Trusts on Completion.
Group?	By making a Continuing Election, Seed Investors may participate not only in the Property investments selected by GDI Property Group, but also the Funds Business, through the internalised management structure.
What consideration are the Vendors receiving for the Funds Business Acquisition?	The Vendors are receiving \$18.5 million as consideration for the Funds Business Acquisition. The Vendors will receive the consideration for the Funds Business Acquisition in the form of Stapled Securities issued under the Vendors' Offer. The Stapled Securities will be issued to the relevant Vendors, issued under the Vendors' Offer at the Offer Price. All Stapled Securities issued to the Vendors in relation to the Funds Business Acquisition will be subject to Escrow Restrictions from the date of the issue of those Stapled Securities until the end of the Forecast Period.	Section 14.8
Key Financial Information
What is the Offer Price?	\$1.00 per Stapled Security.	Section 10
What is the pro forma Net Asset Value (NAV)?	\$0.94 per Stapled Security based on approximately 567.6 million Stapled Securities on issue at Completion.	Section 6.3.4
What is the pro forma Net Tangible Assets (NTA)?	\$0.91 per Stapled Security based on approximately 567.6 million Stapled Securities on issue at Completion.	Section 6.3.4
What is the difference between the NAV and NTA?	The NAV of GDI Property Group is calculated as the NTA of GDI Property Group plus the value of management rights and goodwill attributable to the Funds Business.	Section 16

Key Financial Information (continued)							More information
What will be the sources and	The sources and uses of funds for the Transaction are highlighted below:						Section 10.5
uses of funds for	Table 1.3: Sources and uses of funds
the Transaction?	Sources of funds	A\$m		% Uses of funds	A\$m	%
	Issue of Stapled Securities, excluding interests associated with Mr Gillard, Mr Veale (and the Vendors)(1)	508.0		68.8% Seed Trusts Restructure(2)(3)	284.2	38.5%
	Issue of Stapled Securities to interests associated with Mr Gillard, Mr Veale (and the Vendors)(6)	59.5		8.1% Paydown of Seed Trusts existing debt(2)(3)	279.7	37.9%
	Draw down of Debt Facility	170.4		23.1% Acquisition of 307 Queen Street, Brisbane(4)	120.8	16.4%
				Funds Business Acquisition	18.5	2.5%
				Working capital Portfolio, Offer and other	1.6 33.2	0.2% 4.5%
				Transaction costs(5)
	Total sources Notes:			738.0 100.0% Total uses		738.0 100.0%
	(1) This comprises up to 243.1 million Stapled Securities under the Seed Trusts Restructure (excluding interests associated with Mr Gillard, Mr Veale, including the Vendors) and the remaining Stapled Securities issued to investors under the Public Offer.
	(2) Refers to equity value of Seed Investors in the Adelaide Seed Trust, Sydney Seed Trust and Perth Seed Trust. Includes Guarantee for the Sydney Property.
	(3) Seed Trusts Restructure and pay down of Seed Trust existing debt is equivalent to the value of the Perth Property (\$332.0 million), the Sydney Property (\$121.0 million) and the Adelaide Property (\$109.0 million) and net working capital in the Seed Trusts of \$1.9 million.
	(4) Acquisition of Brisbane Property which includes the Guarantee relating to the Brisbane Property. (5) Portfolio, Offer and other Transaction costs include \$11.7 million of stamp duty and \$21.5 million of Offer and
	other Transaction related costs. (6) Includes 41.1 million Stapled Securities under the Rollover Offer in respect of the Perth Seed Trust and 18.5 million Stapled Securities under the Vendors' Offer.
What will be the capital structure of GDI Property Group?	At Completion, GDI Property Group will have approximately 567.6 million Stapled Securities on issue, representing approximately \$567.6 million of equity. In addition, GDI Property Group will have \$170.4 million of drawn debt.						Sections 6.3.4 and 10.5
What will be the		• GDI Property Group's Gearing at Completion is expected to be 24.0%:					Sections 2.3,
Gearing level and key lending Covenants of	– Debt Facility of \$200.0 million, excluding a bank guarantee of \$5.0 million, from Westpac; and					6.3.4 and 14.11
GDI Property	– Initial drawn debt of \$170.4 million.
Group?	• Gearing is targeted to remain below 40.0%.
	– Investors should note that GDI Property Group's Gearing could exceed 40% from time to time (for example where GDI Property Group uses debt to acquire new properties or the valuation of properties in GDI Property Group falls).
	• Key Covenants:
	– Maximum Covenant LVR: 45.0%, noting that on Completion the Covenant LVR will be 24.9%; and
	– Covenant Interest Coverage Ratio: 2.0 times, noting that the forecast for FY15 is 5.9 times.
What is the	• The Distribution policy is to target a payout ratio of between 85-95% of FFO.						Section 2.1.4
Distribution	• Distributions will be paid semi-annually.
policy?	• The first Distribution is expected to be paid on or around August 2014 in relation to the period from Completion to 30 June 2014.

Key Financial Information (continued)		More information
What is the forecast Distribution Yield?	• Distribution Yield is forecast at 6.5% for the period annualised from 17 December 2013 (being the expected date of Completion) to 30 June 2014 and 7.5% for FY15. • The forecast Distribution Yield is based on the assumptions set out in Section 6.4 and may not be achieved. If the actual outcomes differ from the assumptions, the actual Distribution Yield may not be as forecast. The forecast Distribution Yield is not indicative of Distribution Yield beyond the Forecast Period.	Section 6.3.2
Are Distributions guaranteed?	No, Distributions are not guaranteed.	Section 2.1.4
What is GDI Property Group's expected FFO per Stapled Security?	• Forecast FFO per Stapled Security of: – 3.9 cents for the period from 17 December 2013 (being the expected date of Completion) to 30 June 2014, representing an annualised FFO Yield of 7.2%; and – 8.2 cents for the first full financial year ending 30 June 2015, representing an FFO Yield of 8.2%. The reconciliation of FFO to net profit after tax to Stapled Securityholders is set out in Section 6.3.2, Financial Information. The forecast FFO Yield is based on the assumptions set out in Section 6.4 and may not be achieved. If the actual outcomes differ from the assumptions, the actual FFO Yield may not be as forecast. The forecast FFO Yield is not indicative of FFO Yield beyond the Forecast Period.	Sections 6.3 and 6.4
How is FFO calculated?	FFO is a commonly used term by Australian REITs and market participants. GDI Property Group has adopted the Property Council of Australia ("PCA") definition of FFO which adjusts statutory Australian International Financial Reporting Standards ("AIFRS") net profit for non-cash changes in investment properties, non-cash impairment of goodwill, non-cash fair value adjustments to financial instruments, amortisation of incentives, rental straight-line adjustments and other unrealised one-off items.	Section 16
Does the Forecast Financial Information include the establishment of new External Funds?	Yes, the Forecast Financial Information includes the establishment of new External Funds representing \$75.0 million of asset value in the period from Completion to 30 June 2014 and representing \$100.0 million of asset value for FY15.	Section 6.4.2
Are any performance fees from the Funds Business included in the Forecast Financial Information?	No, there are no performance fees from the Funds Business included in the Forecast Financial Information.	Section 6.4.2

Key Financial Information (continued)		More information
What are the fees and costs associated with the Transaction?	The total fees and costs of the Transaction are expected to total approximately \$33.2 million (including GST) comprising an estimated \$11.7 million in stamp duty and \$21.5 million in one-off costs of the Offer, which includes underwriting and offer management fees (including costs to be reimbursed under the Underwriting Agreement) and the fees of advisers and consultants.	Section 6.4.2
What are the ongoing fees and costs of GDI Property Trust?	The cost to investors of operating GDI Property Trust is expected to be 0.13% per annum of the net asset value of GDI Property Trust. Both the Responsible Entity (being GDI Funds Management Limited) and the investment manager (being GDI Investment Management Pty Limited) will be paid fees from GDI Property Trust on a cost-recovery basis only. Because of the proposed internalised management structure of GDI Property Group, the only fees that will affect returns for Stapled Securityholders are amounts paid to third parties such as custody fees, audit fees, legal and accounting fees. There will of course be the usual types of costs of operating the business, such as staff costs. Details of the fees and costs charged to GDI Property Trust (as distinct from GDI Property Group as a whole) are set out in Section 7.	Section 7
	Governance and Experience and Background of the Directors and Key Management
What will be the composition of the Board?	The Board will consist of a majority of non-executive Directors who are independent of GDI Property Group.	Section 9.1.1
Who are the	Mr Graham Kelly	Section 9.1.1
Directors of GDI Property Group?	Chairman, Independent Non-Executive 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 Steven Gillard
	Managing Director
	Mr Gillard has had over 30 years of experience in property related industries including 11 years' experience in property management and sales and seven years' experience as a senior analyst and advisor for international stockbroking firms, particularly in the property and tourism sectors. Mr Gillard has been managing director of GDI group since joining in 2005.
	Mr Anthony Veale
	Non-Executive Director
	Mr Veale served as executive chairman of GDI group between 2005 and November 2013. Mr Veale jointly established GDI group in 1993 with a third party who is no longer associated with GDI group. Mr Veale has since been involved in launching 36 property investment projects with a total value in excess of \$1.25 billion. As executive chairman, Mr Veale has also been responsible for the establishment of GDI group's unregistered managed investment schemes and promotion activities, and oversight of the operation and performance of those schemes.
	Ms Gina Anderson
	Independent Non-Executive Director

Ms Anderson is a senior professional with diverse experience in an ASX Top 10 public company (Westpac), large private company (St Hilliers) and non-profit organisation (Philanthropy Australia), having held chief executive, corporate affairs, stakeholder engagement, communications, project management and human resources roles. Ms Anderson was appointed as a director in October 2013.

(continued)	Governance and Experience and Background of the Directors and Key Management	More information
	Mr Les Towell
	Independent Non-Executive Director
	Mr Towell has been a director of GDI Funds Management Limited (in its personal capacity and as trustee of any trust) since 2003, and has been a director of GDI group since 1998. He has over 45 years' experience in the financial services industry; specialising in compliance, trustee services and private company directorships.
Who are	Mr Steven Gillard	Section 9.1.2
the senior	Managing Director
executives of GDI Property	Mr Gillard's experience is described above.
Group?	Mr David Williams
	Chief Financial Officer and Joint Company Secretary
	Mr Williams has 20 years' experience in the accounting and financial services industry with major accounting firms, commercial banks and international investment banks. Mr Williams joined GDI group in early 2013 as a consultant, and from the time GDI Property Group is listed will be formally appointed as Chief Financial Officer and joint company secretary.
Who are	Mr John Garland	Section 9.1.2
the senior executives of GDI Property Group? (continued)	Head of Property
	Mr Garland has over 25 years' experience in the property industry including five years with GDI group. Prior to this, Mr Garland was general manager of a private property investment company focusing primarily on value-add style commercial and industrial property investments.
	Mr Paul Malek
	Asset Management and Joint Company Secretary
	Mr Malek joined GDI group in 2011. Mr Malek has over 26 years' experience in the financial services industry both with bank and non-bank financial institutions specialising in funding of commercial real estate with both private and institutional clients.
What will be the governance arrangements of GDI Property Group and who will be responsible for them?	The Board has established governance arrangements to ensure that GDI Property Group will be effectively managed in a manner that is properly focused on its investment objectives and the interests of Stapled Securityholders, as well as conforming to regulatory and ethical requirements.	Section 9
Will GDI Property Group hold annual meetings?	Yes, GDI Property Group Limited is required to hold an annual general meeting each year, and a meeting of members of GDI Property Trust will be held concurrently.	Section 14.2.3

GDI Property group or the Offer	Significant Interests of Key Persons and Other Parties connected with	More information
Will any person have a controlling interest in GDI Property Group immediately after listing?	No person currently has a controlling interest in GDI Property Group and none is expected to have a controlling interest immediately after Listing.	Section 9.3.1
What significant fees, benefits and interests are payable to Directors and other persons (including related parties) connected with GDI Funds Management Limited, GDI Property Group Limited or the Offer?	Mr Gillard, Mr Veale and their controlled entities will receive a number of fees, benefits and interests in connection with GDI Funds Management Limited, GDI Property Group Limited and the Offer. 1. Participation in Rollover Offer Mr Gillard and his controlled entities currently hold: • 12.5 million units in Perth Seed Trust with an estimated value of \$20.0 million; • 0.0 million units in Sydney Seed Trust with an estimated value of \$0.0 million; and • 0.1 million units in Adelaide Seed Trust with an estimated value of \$0.1 million. Mr Veale and his controlled entities currently hold: • 13.1 million units in Perth Seed Trust with an estimated value of \$21.0 million; • 0.5 million units in Sydney Seed Trust with an estimated value of \$0.5 million; and • 0.6 million units in Adelaide Seed Trust with an estimated value of \$0.6 million. Both Mr Gillard and Mr Veale (and their controlled entities) intend to make a Continuing Election in relation to their current holdings in Perth Seed Trust. They intend to make Exit Elections in relation to their holdings in each of Sydney Seed Trust and Adelaide Seed Trust. Mr Gillard, Mr Veale and their controlled entities will participate in the Rollover Offer on the same basis on which all other Seed Investors participate in the Rollover Offer. All Stapled Securities issued to Mr Gillard, Mr Veale and their controlled entities will be subject to Escrow Restrictions. 2. Fees Mr Gillard and Mr Veale through their controlled entities will receive a performance fee of \$1,182,471 and a disposal fee of \$6,640,000 in relation to the Perth Seed Trust and a performance fee of \$3,717,069 and a disposal fee of \$2,180,000 in relation to the Adelaide Seed Trust from the trustee of the Adelaide Seed Trust and the trustee of the Perth Seed Trust on the implementation of the Seed Trusts Restructure, in accordance with the existing management agreements with the Current Manager and Seed Trust Deeds for the Adelaide Seed Trust and the Perth Seed Trust. \$2.3 million of disposal fees have been agreed to be waived by the Current Manager to ensure the unitholders receive their original capital. For further information, see Section 9.3.1.2.	Sections 9.3, 10.9 and 15.4
	The Current Manager is also owed up to \$5.8 million in unpaid fees which

have crystallised. These unpaid fees will be paid in cash prior to Completion to Mr Gillard and Mr Veale through their controlled entities.

Significant Interests of Key Persons and Other Parties connected with GDI Property Group or the Offer (continued)

What significant fees, benefits and interests are payable to Directors and other persons (including related parties) connected with GDI Funds Management Limited, GDI Property Group Limited or the Offer? (continued)

3. Funds Business Acquisition

Mr Gillard and Mr Veale (and their controlled entities) will receive (in aggregate)18.5 million Stapled Securities at the Offer Price as consideration for the sale of the Funds Business and the Management Companies under the Funds Business Acquisition. These Stapled Securities will be issued under the Vendors' Offer and will be subject to the Escrow Restrictions. For further information, see Sections 10.9 and 15.4.

4. Association between External Funds, Mr Veale and Mr Gillard

GDI Property Group will also provide administration services to an External Fund (GDI Income Property Fund No.28) which is owned by associates of Mr Veale and Mr Gillard and administration services in relation to three assets which are owned by Mr Veale. The fees charged for these administration services are as set out in the administration services agreement and will be charged on an arms lengths basis commensurate with the services performed. For further information, see Section 9.3.1.4.

5. Brisbane Acquisition

Entities controlled by Mr Gillard and Mr Veale have paid the option fee and may be required to pay the deposit to secure the opportunity to acquire the Brisbane Property. They have also incurred due diligence and legal expenses relating to this opportunity which are expected to total \$200,000. No interest is being charged on this amount. The amounts paid by these entities in relation to the Brisbane Acquisition will be reimbursed if the Brisbane Acquisition completes. If the Brisbane Acquisition does not complete, this amount will not be reimbursed.

6. Costs of Offer

Rollover Offer.

Offer costs have been borne to date by the Vendors. If the Offer completes, the Vendors will be reimbursed for the amounts they have paid, currently expected to be up to \$2.5 million. If the Offer is withdrawn or otherwise does not complete, the Vendors will not be reimbursed for these costs.

7. Executive contract and performance rights plan

Mr Gillard will be employed under a new executive services contract which will enable him to be paid up to 12 months' salary if his employment is terminated. Mr Gillard has agreed not to terminate his employment contract before December 2016.

It is also intended, subject to any approvals required, that Mr Gillard will be issued with performance rights under a performance rights plan to be established by GDI Property Group. If the performance rights vest, Mr Gillard will be entitled to receive Stapled Securities in accordance with the terms of the performance rights plan.

The Vendors have Escrow Restrictions on all of the Stapled Securities they receive as consideration for the Funds Business Acquisition under the Vendors' Offer. Mr Gillard and Mr Veale (and their controlled entities) also have Escrow Restrictions on all of the Stapled Securities they receive under the

What are the escrow arrangements with the Vendors, Mr Gillard and Mr Veale?

More information

Sections 9.3, 10.9 and 15.4

Section 15.4

These Escrow Restrictions apply until the end of the Forecast Period, with some early release conditions. The current escrow arrangements, outlined in Section 15.4, will result in the

release of approximately 59.5 million Stapled Securities (representing 10.5% of the Stapled Securities) from escrow on 30 June 2015.

Key Terms and Conditions of the Offer		More information
Who is the issuer of the Offer Document?	Both GDI Property Group Limited (ACN 166 479 189) and GDI Funds Management Limited (ABN 37 107 354 003) in its capacity as responsible entity of GDI Property Trust are the issuers of the Offer Document.	Section 10
What is the Offer?	The Offer consists of an offer of approximately 567.6 million Stapled Securities to raise approximately \$567.6 million comprising:	Section 10
	• A Rollover Offer which is open to Seed Investors;
	• A Public Offer, including:
	— A Board's List Offer which is open to Non Seed Investors and GDI group employees;
	— A Broker Firm Offer which is open to HNW Investors who apply for Stapled Securities through a Broker;
	— A General Offer which is open to Australian resident retail investors; and
	— An Institutional Offer which is open to Institutional Investors.
What is the Offer? (continued)	In addition, pursuant to this Offer Document, 18.5 million Stapled Securities will be issued to the Vendors under a Vendors' Offer as consideration for the sale of the Funds Business under the Funds Business Acquisition. The Stapled Securities issued under the Vendors' Offer will be subject to Escrow Restrictions. See Sections 10.9, 15.4.1 and 15.4.2 for further details.	Section 10
	Under the Offer, it is anticipated that:
	• between 189.8 million and 244.8 million Stapled Securities will be issued under the Rollover Offer;
	• between 304.3 million and 359.3 million Stapled Securities will be issued under the Public Offer; and
	• 18.5 million Stapled Securities will be issued under the Vendors' Offer.
	To the extent that there are any Stapled Securities not taken up under the Rollover Offer, those Stapled Securities will be offered under the Public Offer.
	Based on an Offer Price of \$1.00 per Stapled Security, the amount that is expected to be raised under the Public Offer is between \$304.3 million and \$359.3 million (based on the number of Stapled Securities issued under the Public Offer). The maximum value of Stapled Securities that are anticipated to be issued under the Rollover Offer is \$244.8 million (based on the level of applications under the Rollover Offer.) The value of Stapled Securities that will be issued under the Vendors' Offer is \$18.5 million.
	Refer to "Details of the Transaction" in Section 1 commencing on page 18, "What will be the sources and uses of funds for the Transaction?" in Section 1 commencing on page 21 and Section 10 of this Offer Document for further details.
What is a Stapled Security?	A Stapled Security consists of one fully paid ordinary share in GDI Property Group Limited and one fully paid unit in GDI Property Trust, trading together as a Stapled Security.	Section 16
What does Stapling mean?	Stapling is the linking together of securities so that one security may not be issued, transferred or otherwise dealt with, without a corresponding and simultaneous issue, transfer or dealing of the other security and which together are quoted on ASX jointly as a Stapled Security.	Section 16

	Key Terms and Conditions of the Offer (continued)	More information
Will the Stapled Securities be quoted?	GDI Funds Management Limited (in respect of GDI Property Trust) and GDI Property Group Limited have applied for GDI Property Group to be admitted to the Official List (which is expected to be under the ASX code "GDI") and for the Stapled Securities to be granted official quotation on ASX.	Section 10.18.1
	Completion of the Offer is conditional on ASX approving this application. If approval is not given within three months after such application is made (or any longer period permitted by law), the Offer will be withdrawn and all Application Monies received will be refunded without interest as soon as practicable in accordance with the requirements of the Corporations Act.
Is the Public Offer underwritten?	Yes. As at the date of this Offer Document, it is expected that 208.3 million Stapled Securities will be issued under the Rollover Offer and Vendors' Offer. The remaining 359.3 million Stapled Securities have been underwritten by the Lead Manager, representing an underwritten amount of \$359,300,000.	Section 14.10
What is the allocation policy for Seed Investors?	Seed Investors who make a Continuing Election are guaranteed to be allocated the number of Stapled Securities that they have applied for on their Application Form relating to the Rollover Offer. Seed Investors who wish to apply for additional Stapled Securities will need to submit a separate Application Form under the General Offer and that Application will be dealt with in accordance with the allocation policy for the General Offer.	Section 10.7
What is the allocation policy for the Public Offer?	The allocation of Stapled Securities between the Board's List Offer, the General Offer and the Institutional Offer will be determined by the Lead Manager by agreement with GDI Property Group Limited and GDI Funds Management Limited having regard to the allocation policy outlined in Sections 10.8.2.3, 10.8.4.3 and 10.8.3.3.	Section 10.8
	For Broker Firm Offer participants, Brokers will decide how they allocate available Stapled Securities among their clients.
	The Lead Manager, GDI Property Group Limited and GDI Funds Management Limited have absolute discretion regarding the allocation of Stapled Securities to Applicants in the Board's List Offer, the General Offer and the Institutional Offer and may reject an Application, or allocate fewer Stapled Securities than applied for, in their absolute discretion.
Is there any brokerage,	No brokerage, commission or stamp duty is payable by Applicants on the acquisition of Stapled Securities under the Offer.	Section 10.15
commission or stamp duty payable by Applicants?	However, if you apply for Stapled Securities through an adviser, that adviser may require you to pay a handling fee to the adviser. You will need to contact your adviser to determine the cost of that handling fee.
What are the Australian tax implications of the acquisition of Stapled Securities under the Offer?	The acquisition of the Stapled Securities under the Offer may have Australian tax implications for investors participating in the Offer. These implications will differ depending on the individual circumstances of each investor who participates in the Offer. Applicants should obtain their own tax advice prior to deciding whether to invest.	Section 13

	Key Terms and Conditions of the Offer (continued)	More information
How can you apply for Stapled Securities?	Seed Investors may participate in the Rollover Offer by making a Continuing Election on the Application Form which will accompany the investor communications that will be sent to Seed Investors on or around the date of this Offer Document. Seed Investors with a registered address outside Australia will be taken to have made an Exit Election and will receive cash for all units in the Seed Trusts.	Sections 10.7 and 10.8
	Investors who receive an invitation to participate in the Board's List Offer or investors who wish to participate in the General Offer may apply for Stapled Securities by completing the Application Form attached to or accompanying this Offer Document or online at www.gdi.com.au and paying the Application Monies.
	Investors who receive an invitation to participate in the Broker Firm Offer should contact their Broker for information about how to submit their Application and for payment instructions. Broker Firm Applicants must lodge their Application Monies with the relevant Broker in accordance with the relevant Broker's directions in order to receive their firm allocation.
	Investors who receive an invitation to participate in the Offer under the Institutional Offer will be advised by the Lead Manager as to how to submit their Applications and Application Monies.
	To the extent permitted by law, an Application by an Applicant under the Offer is irrevocable.
Where do you find an Application Form and what should you do with it?	An Application Form for investors under the Board's List Offer or General Offer, who are located in Australia can be found online at www.gdi.com.au or attached to or accompanying this Offer Document.	Sections 10.7 and 10.8
When will you receive	It is expected that initial holding statements will be dispatched by standard post on or about Friday, 20 December 2013.	Section 10.6
confirmation that the Application has been successful?	Refunds to Applicants who make an Application and receive an allocation of Stapled Securities, the aggregate value of which is smaller (at the Offer Price) than the amount of their Application Monies, will be made as soon as possible post-settlement of the Offer, expected on or about Monday, 16 December 2013.
When can you sell your Stapled Securities on ASX?	It is expected that trading of the Stapled Securities on ASX will commence on or about Tuesday, 17 December 2013, initially on an unconditional but deferred settlement basis until dispatch of the holding statements. Stapled Securities are expected to commence trading on ASX on a normal settlement basis on or about Monday, 23 December 2013.	Section 10.18.1
	It is the responsibility of each Applicant to confirm their holding before trading in the Stapled Securities. Applicants who sell Stapled Securities before they receive an initial holding statement do so at their own risk.

	Key Terms and Conditions of the Offer (continued)	More information
What is deferred settlement trading?	Normal trading requires trades to be settled on the day which is three business days after the date the trade was made. Deferred settlement trading means that the trades do not need to be settled until a later date which is fixed by ASX.	Section 10.18.1
	In the case of Stapled Securities issued under the Offer, the date on which trades need to be settled is three Business Days after the date GDI Property Group despatches holding statements to its Stapled Securityholders.
	It is expected that holding statements will be despatched on Friday, 20 December 2013 and normal trading will commence on Monday, 23 December 2013.
Can the Offer be	Yes, the Offer can be withdrawn at any time prior to Completion.	Section 10.20
withdrawn?	If the Offer does not proceed, Application Monies will be refunded to Applicants. No interest will be paid on any Application Monies refunded as a result of the withdrawal of the Offer.
	If the Offer is withdrawn after Stapled Securities have commenced trading on a deferred settlement basis, all contracts for the sale of the Stapled Securities on ASX would be cancelled and any money paid in connection with the settlement would be refunded.
What happens if Listing does not occur?	If Listing does not occur, the Transaction will not proceed and, if applicable, GDI group may choose to take steps to unwind some or all of the steps which it has already completed at that time, subject to obtaining any relevant approvals at that time.	Section 10.20
What is the dispute resolution	GDI Funds Management Limited has procedures in place to properly consider and deal with any complaints received in accordance with the GDI Property Trust Constitution.	Section 15.7
procedure to deal with complaints?	If you have a complaint in relation to GDI Property Trust, please contact the company secretary of GDI Funds Management Limited at Level 23, 56 Pitt Street, Sydney NSW 2000 or write to GDI Funds Management Limited at the contact details shown in the Corporate Directory.
Is there a cooling off period?	No, cooling-off rights do not apply to an investment in Stapled Securities pursuant to the Offer.	Section 10.12
Where can I find more information about this Offer Document or the	If you require more information about this Offer Document or the Offer, please call the GDI Property Group Offer Information Line on 1800 237 687 (toll free within Australia) or +61 1800 237 687 (outside Australia) from 8.30am until 5.30pm (Sydney time) Monday to Friday.	Section 10.23
Offer?	If you are unclear in relation to any matter or are uncertain as to whether GDI Property Group is a suitable investment for you, you should seek professional guidance from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding whether to invest.

2. Overview of GDI Property Group

2.1. About GDI Property Group

At Completion, GDI Property Group will be an integrated, internally managed property and funds management group with capabilities in ownership, management, refurbishment, leasing and syndication of office properties.

GDI Property Trust will be an internally managed Real Estate Investment Trust ("REIT") owning a portfolio of office properties across Australia ("Portfolio"). At Completion, the Portfolio will comprise four Properties in core CBD locations:

• Mill Green Complex; which comprises three Buildings:197 St Georges Terrace, 5 Mill Street and 1 Mill Street, Perth;
• 233 Castlereagh Street, Sydney;
• 25 Grenfell Street, Adelaide; and
• 307 Queen Street, Brisbane.

The Properties are valued at approximately \$682.8 million based on independent valuations including any relevant Guarantees.

See Section 3 for further information about the Portfolio.

GDI Property Group will own an established funds business which manages unlisted and unregistered property trusts and is currently operated by GDI group. At Completion, the Funds Business will manage five External Funds with Assets Under Management ("AUM") of approximately \$184.4 million.

The Transaction will position GDI Property Group for growth to capitalise on the current market conditions, which are considered to be conducive to investment in commercial real estate in Australia. GDI Property Group will have a disciplined value based investment approach and a philosophy of acquiring properties that offer an opportunity for GDI Property Group to create value through active asset management, including leasing and selective capital improvements.

2.1.1. GDI Property Group Business Model

GDI Property Group's business model is to own office properties that provide rental income with capital growth potential and to manage External Funds. GDI Property Group will earn revenue from a combination of rental income and fees generated through the Funds Business.

GDI Property Group will compete with other office landlords for tenants, with other investors including REITs and Institutional Investors for future acquisitions of office properties, and with other real estate fund managers for investors' capital.

2.1.1.1. Investment and acquisition process

When assessing potential property acquisitions for either GDI Property Trust or External Funds, GDI Property Group will carefully analyse the risks attached to the investment and seeks to minimise those risks during the term of the investment. The establishment of clearly defined exit strategies and the ability to sell properties at the appropriate time of the investment cycle will enable GDI Property Group to maximise equity performance and reduce risk.

GDI Property Group expects to make acquisitions for External Funds managed by the Funds Business during the Forecast Period and has therefore assumed \$75.0 million (in asset value) of new External Funds to be established in the period from Completion to 30 June 2014 and \$100.0 million (in asset value) of new External Funds to be established in the period from 1 July 2014 to 30 June 2015.

GDI Property Group has not determined any specific timeframes for the acquisition of additional properties for the Portfolio. Accordingly, the Forecast Financial Information assumes that no acquisition will be made for the Portfolio during the Forecast Period.

See Section 2.1.3 for further details on GDI Property Group's Investment Mandate. See Section 8.3 for the potential risks involved in acquiring new properties and risks relating to Gearing and dilution.

2.1.1.2. Property ownership

GDI Property Group will be an owner of well-located CBD office properties diversified by geography, tenant and lease terms. Properties are intended to be acquired below management's opinion of value, having regard to replacement cost, with multiple exit options and which have typically been under managed or undercapitalised.

Income is derived by receipt of Net Rental Income from the Properties. Over time, it is the intention to increase Net Rental Income and capital values via asset management including:

• Improved leasing and tenant diversity;
• Selective capital improvements;
• Management of outgoings; and
• Incremental revenue initiatives including signage rent, additional car park income, storage, communications and other means.

It is expected the investment in Australian office

properties on balance sheet will result in a reliable source of rental income for Stapled Securityholders. Over time, GDI Property Group may divest some Properties, if in the opinion of management, their value has been maximised or no longer meet the investment objectives of GDI Property Group.

For details of the Investment Mandate see Section 2.1.3.

2.1.1.3. Funds Business

GDI Property Group will acquire the Funds Business which will manage five External Funds at Completion. Over time GDI Property Group intends to establish new External Funds.

The External Funds will typically have higher Gearing compared with GDI Property Trust, and will target properties which do not fall within the GDI Property Trust Investment Mandate.

The Funds Business has a database of over a 1,000 HNW investors, many of whom have a history of repeat investment with GDI group.

The External Funds Business generates fee income by way of:

• Due diligence fees;
• Funds management fees;
• Performance fees;
• Disposal fees; and
• Other fees which include leasing, project management and financing.

For more details on fees relating to the External Funds see Table 2.4.

GDI Property Group does not intend to hold a significant ownership interest in the External Funds and therefore will generate little or no income from co-investment stakes. GDI Property Group may choose, or be required by an External Fund, to acquire an equity co-investment stake of up to 10% in an External Fund.

GDI Property Group does not guarantee debt within the External Funds.

For further details relating to the External Funds at Completion see Section 4.

2.1.2. Structure of GDI Property Group

GDI Property Group will be a Stapled entity comprising GDI Property Group Limited (ACN 166 479 189) and GDI Property Trust (ARSN 166 598 161). The responsible entity of GDI Property Trust is GDI Funds Management Limited (AFSL 253142), which will, prior to Completion, become a wholly owned subsidiary of GDI Property Group Limited. On Completion, GDI Property Trust will own a 100% interest in four Properties through sub-trusts that have a 100% ownership in the properties listed below:

• Mill Green Complex; which comprises three Buildings, 197 St Georges Terrace, 5 Mill Street and 1 Mill Street, Perth;
• 233 Castlereagh Street, Sydney;
• 25 Grenfell Street, Adelaide; and
• 307 Queen Street, Brisbane.

GDI Funds Management Limited is also the trustee and owns a number of special purpose vehicle trustee companies that act as trustee of the External Funds. GDI Property Group does not have a stake in any of the External Funds. In the future, GDI Property Group may establish a new entity to act as a responsible entity or trustee (as the case may be) for future External Funds.

GDI Investment Management Pty Ltd is the investment manager of GDI Property Trust and the External Funds. GDI Funds Management Ltd has entered into a resources agreement with GDI Investment Management Pty Ltd for the latter entity to provide resources as needed to enable GDI Funds Management Limited to meet its obligations under its AFSL and to act in its capacity as responsible entity of GDI Property Trust.

Figure 2.1: GDI Property Group Stapled Structure

2.1.3. GDI Property Group investment mandates

The table below sets out the investment mandates for GDI Property Trust and the External Funds.

Table 2.1: GDI Property Group investment mandates
Investment Mandate of GDI Property Trust	• To acquire multi-tenanted, well-located, office properties. The objective is to acquire properties below management's view of value, typically with some core plus characteristics, which include leasing risk, re-leasing opportunities or refurbishment, with the property having multiple exit options.
Geography	• Although GDI Property Group has no target weightings, it intends to hold properties within CBD locations, in markets considered to have strong growth potential in the medium term, either due to its exposure to particular parts of the economy and / or the supply and demand dynamics.
Asset size for GDI Property Trust	• At least \$100 million.
Funding future acquisitions	• Future acquisitions will be funded through a combination of equity issuance and debt and would be dependent on GDI Property Group's capital management policy.
Development risk	• GDI Property Group does not intend to undertake any significant development, but may undertake capital expenditure programs to enhance existing income producing properties.
Acquisition policy for External Funds	• Properties that do not fall within the Investment Mandate of GDI Property Trust, for example, due their size, location or development risk; and • Properties that fall within the Investment Mandate of GDI Property Trust, but the Board has determined that they do not wish to acquire the property for the
	GDI Property Trust, for example, due to capital and/or geographic weighting constraints.
Balance sheet exposure to External Funds	• GDI Property Group may fund the payment of costs associated with proposed acquisitions of properties by External Funds, including due diligence, advisor costs and option fees. These costs would be repaid if the relevant External Funds successfully complete the acquisitions of those properties.
	• While it is not intended, GDI Property Group may choose, or be required by an External Fund, to acquire an equity co-investment stake. Under this scenario, the co-investment will be no greater than 10% in an External Fund.
Joint ownership	• Generally, GDI Property Trust will acquire 100% ownership of properties. However, it may enter into joint ownership arrangements for properties with third parties or External Funds, where the Board considers it appropriate to do so, and the proposed investment is consistent with the Investment Mandate.
	• Factors that the Board would consider in entering into joint ownership arrangements where GDI Property Group has an influence on asset management, due to:
	— The relative percentage ownership;
	— The nature of the joint ownership arrangement; and
	— The cultural fit between the joint owners.
Related party transactions	• It is not intended that the GDI Property Trust will acquire properties from the External Funds or guarantee debt associated with the External Funds.

In relation to the investment and acquisition process, see Section 2.1.1.1.

2.1.4. GDI Property Group policies

The following table outlines GDI Property Groups policies relating to capital management, valuation and Distribution.

Table 2.2: GDI Property Group policies
Capital management	• GDI Property Group intends to maintain the following capital management and hedging policies:
and hedging policy	— Maintain a target Gearing below 40.0%, noting that on Completion, Gearing will be at 24.0%;
	— Maintain a target Interest Cover Ratio ("ICR") of greater than 2.5 times, noting that on Completion, the FY15 ICR is forecast to be 5.9 times;
	— Maintain sufficient headroom to Gearing, ICR and other financial Covenants;
	— Maintain security arrangements that do not impede the flexibility to either buy or sell a property;
	— Diversify loan refinancing risk by maintaining different loan maturity dates and seeking to diversify loan providers;
	— Target a range of fixed interest rate exposures of between 50% to 100% of drawn borrowings through the use of derivative contracts and/or other arrangements; and
	— Aim to diversify the maturity date of those fixed rate agreements.
	• The financing and hedging arrangements on Completion are described in Sections 2.3 and 14.11.
Valuation policy	• Independent valuations will be carried out on an annual basis or more frequently if market conditions dictate. Director's valuations will be carried out on a six monthly basis. Approximately half the Portfolio will be independently valued for the half yearly accounts with the other half independently valued for the annual accounts.
	• No property will be valued by the same valuation firm for more than three continuous years.
Distribution policy	• GDI Property Group intends to pay a Distribution to Stapled Securityholders every six months (subject to the availability of sufficient FFO) with a Distribution to be paid at the end of February representing the period ending 31 December, and a Distribution to be paid at the end of August, representing the period ending 30 June. GDI Property Group's Distribution policy has been established taking in to account a range of factors including:
	— General economic and market conditions;
	— The leasing profile of the Portfolio;
	— The capital expenditure requirements of the Portfolio;
	— Working capital requirements;
	— Any future potential acquisitions or sales;
	— Taxation considerations; and
	— Capital management considerations.
	• GDI Property Group has adopted a policy of paying out between 85% – 95% of FFO to Stapled Securityholders.
	• GDI Property Groups first Distribution is anticipated to be paid in August 2014 in respect of the period from Completion to 30 June 2014.
	• Distributions are not guaranteed.

2.2. Funds Business

2.2.1. Background to GDI group and its business

GDI group is an unlisted property group in which the Partnership operates the Funds Business and which also comprises the Responsible Entity and a number of whollyowned companies acting as trustees of the External Funds.

GDI group began operations in 1993 as Grosvenor Project Marketing. Over the past 20 years GDI group has built a reputation for successful investments in the Australian commercial property market. It has a strong relationship with investors, and an enviable track record.

GDI group's investment approach has focused on providing income and capital gains by acquiring properties wisely, managing them well and then selling well. For the 18 funds which have wound up, GDI group has provided investors with positive returns in every case and an average IRR of over 20% per annum after fees.

At the time of the global financial crisis, GDI group reduced its AUM after making an investment decision to realise certain properties by selling over \$140 million of properties between mid-2006 and the end of 2008. This investment decision enabled GDI group, with the support of its investors who had been 'cashed out', to acquire landmark CBD office properties and establish new funds, including the Seed Trusts.

GDI group has approximately \$746.4 million in property AUM for approximately 1,000 investors, most of whom are HNW, in its eight existing funds. Three of those funds represent the Seed Trusts which own the Perth Property, the Sydney Property and the Adelaide Property. These properties will become assets of the new listed GDI Property Group on Completion (see "Seed Trusts Restructure" in Section 15.3.1). GDI Property Group will also acquire the Funds Business on Completion. See Section 15.3.2 for further information on the Acquisitions and Section 2.2.2 for further information on the Funds Business.

2.2.2. GDI Property Group's Funds Business

On the back of an established track record and the higher public profile as a listed Stapled entity, it is anticipated that GDI Property Group will enhance its distribution platform. Currently, approximately 50% of GDI group's investor base is sourced by direct relationships with investors, with the remainder sourced through a limited number of financial intermediaries. GDI group's investor base has a high proportion of investors who have a history of repeat investment with GDI group.

Source: GDI group.

When a property has been identified for an External Fund, GDI Property Group intends to establish that External Fund and manage it in a similar manner to how GDI group has historically established and managed its funds. In particular, GDI Property Group intends to only offer an investment opportunity to HNW investors under an information memorandum, similar in style to those which the GDI group has previously issued. The External Funds will also have trust deeds and investment management agreements similar to those used previously, particularly in relation to trustee discretions and fees. Fees that GDI Property Group anticipates charging in the future (based on past fees) in relation to External Funds are summarised below:

	Active property(2)	Passive property(3)
Due diligence fee	• 1.25% of acquisition price	• 1.25% of acquisition price
Management fee	• 1.00% p.a. of AUM	• 0.65% p.a. of AUM
Sales fee	• 3.00% (for strata sell down)	• n.a.
Leasing fee	• 5 – 10% of first year rent	• 5 – 10% of first year rent
Debt arranging fee	• 0.40% of the amount of debt facilities drawn down by the fund	• 0.40% of the amount of debt facilities drawn down by the fund
Project management fee	• Up to 5.0% of the project costs if managed in house	• Up to 5.0% of the project costs if managed in house
Disposal fee	• 2.0% of property sale price	• 2.0% of property sale price
Performance fee	• 20.0% over a total return of 12.0% p.a.	• 20.0% over a total return of 12.0% p.a.

Table 2.3: External Funds indicative fees(1)

Notes:

(1) All fees are exclusive of GST.

(2) Active property generally includes property with significant development and/or refurbishment, leasing risk or strata sales.

(3) Passive property generally includes property with high occupancy and stable Net Rental Income.

For further details relating to the External Funds at Completion see Section 4.

2.3. Financing arrangements

GDI Property Group has received a binding commitment letter, subject to conditions, from Westpac to provide the Debt Facility of \$200.0 million and a \$5.0 million bank guarantee on Completion, secured over all of GDI Property Group's Properties. The key terms of the Debt Facility are set out below:

Facility size	• \$200.0 million + \$5.0 million bank guarantee.
Term	• Tranche A: \$85.0 million – 5 year term.
	• Tranche B: \$85.0 million – 3 year term.
	• Tranche C: \$30.0 million – 3 year term.
	• Tranche D (bank guarantee): \$5.0 million – 3 year term.
Interest rate	• Tranche A: BBSW + 1.60%(1) per annum.
	• Tranche B: BBSW + 1.30%(1) per annum.
	• Tranche C: BBSW + 1.30%(1) per annum.
	• Tranche D (bank guarantee): 0.90%(1) per annum.
Establishment fees	• 0.20% of the total facility size.
Key Covenants	• Maximum Covenant LVR ratio: 45.0%, noting that on Completion, Covenant LVR will be 24.9%.
	• Covenant ICR: 2.0 times, noting that on Completion, the forecast FY15 Covenant ICR will be 5.9 times.
Conditions	• Subject to satisfaction of customary conditions including definitive documentation in relation to the loan and the security arrangements, completion of the Offer and provision of title documents.
Notes:

(1) Inclusive of line fees and assuming Covenant LVR below 35%.

Initially the Debt Facility will be drawn to \$170.4 million including the establishment fees plus the provision of a \$5.0 million bank guarantee in favour of GDI Funds Management Limited. GDI Property Group will have access to additional debt up to the facility limit of \$205.0 million (including the bank guarantee) to fund future capital expenditure.

GDI Property Group intends to hedge a minimum of 50% of drawn debt under the Debt Facility through the use of interest rate swaps or through other means.

2.4. GDI Property Group's environmental commitment

GDI group has embraced the "Green Space" by piloting and implementing an energy performance program designed to measure, assess and improve the utility (energy & water) performance of all of the properties in its management.

This "Go-Green" program was piloted in properties previously acquired by the Funds Business in Western Australia and South Australia and is now being adopted in the properties managed by the Funds Business in New South Wales, Tasmania and Queensland.

This program includes:

• Utility audits;
• NABERS ratings;
• Energy procurement improvements; and
• A formal utility monitoring program.

GDI Property Group intends to adopt the "Go- Green" program in relation to its Properties and the External Funds.

3. Property Portfolio

3.1. Portfolio overview

At Completion, the Portfolio will comprise four office Properties located in Perth, Sydney, Adelaide and Brisbane. The Portfolio has been independently valued at \$682.8 million(1) as at October 2013, with a weighted average Capitalisation Rate of 8.15%(2) and occupancy of 82.4%(3). The Portfolio has a diversified tenant mix with over 150 tenants.

3.1.1. Key Portfolio statistics

The key characteristics of the Portfolio are summarised below:

Table 3.1: Portfolio overview
Number of Properties(4)	4
NLA (sqm)	104,963
Site area (sqm)	15,036
Independent valuation (A\$ millions)(1)	\$682.8
Weighted average Capitalisation Rate(2)	8.15%
Occupancy(3)	82.4%
WALE (by NLA)(3)	3.4 years
Over / (under) renting(5)	(1.5%)
Car parking	599

Notes:

(1) Based on the Valuation Reports summarised in Section 12, including Guarantees of \$3.7 million for the Sydney Property and \$7.0 million for the Brisbane Property. (2) Weighted average by Property valuation.

(3) Based on NLA and includes Guarantees, as at Completion.

(4) Mill Green Complex comprises the following three Buildings: 197 St Georges Terrace, 5 Mill Street and 1 Mill Street.

(5) The difference between occupied market face rent and occupied passing face rent expressed as a percentage, excluding Guarantees.

This analysis excludes 1 Mill Street as it is currently vacant.

Source: Valuation Reports and GDI group.

Note: 233 Castlereagh Street, Sydney and 307 Queen Street, Brisbane are inclusive of Guarantees.

Notes:

(1) As at Completion, based on independent valuations.

Figure 3.2: NLA type (by NLA)(2)

Notes:

(2) As at Completion, based on occupied space, excluding storage.

Figure 3.3: Top 10 tenants (by NLA)

The Portfolio WALE at Completion is expected to be 3.4 years(3). See Section 16 for an explanation of how WALE is calculated.

The WALE by Property (by NLA) is set out below.

Figure 3.4: Weighted Average Lease Term (by NLA)(3)

Notes:

(3) As at Completion, includes Guarantees which expire in FY16. Portfolio WALE is weighted by NLA.

The lease expiry profile (by NLA) is set out below. No more than 16% of leases expire in any financial year.

Figure 3.5: Lease expiry profile (by NLA)(4)

Notes:

(4) As at Completion, based on NLA, includes signed heads of agreement and includes Guarantees which expire in FY16.

Mill Green Complex, Perth

Table 3.2: Mill Green Complex overview
No. of Buildings	3
Valuation (100%)(1)	\$332.0 million
Valuation per sqm	\$8,209 psqm
Passing yield(2)	6.15%
Occupancy(3)	72.8%
WALE (by NLA)(3)	4.4 years
Capitalisation rate(4)	8.25%
NLA (sqm)	40,445
Car parking	281

Notes:

(1) Independent valuation as at 1 October 2013.

(2) From Valuation Report, at independent valuation date.

(3) As at Completion, weighted by NLA across the three Buildings in the Mill Green Complex.

(4) At independent valuation date, weighted by valuation across the three Buildings in the Mill Green Complex.

Introduction

197 St Georges Terrace, 5 Mill Street and 1 Mill Street (the "Mill Green Complex") comprises a three Building office complex constructed between 1972 and 1986 with a substantial upgrade in 1997 and again in 2013.

The Mill Green Complex comprises approximately 40,445 sqm of NLA and 281 car bays and has recently benefited from a revised maximum plot ratio bonus available subject to the amenity created with a potential NLA for the site of 78,771 sqm. The Mill Green Complex also has the potential to be strata titled into three separate Building components, which will enhance liquidity options.

Since acquiring the Mill Green Complex in late 2011 GDI group has spent approximately \$50.0 million undertaking a comprehensive refurbishment, including:

• lift upgrades for all the Buildings;
• new chillers in 197 St Georges Terrace and 1 Mill Street and the replacement of all main chiller components in 5 Mill Street;
• a comprehensive refurbishment of all office floor accommodation including new floor coverings, internal walls and suspended ceilings and various cosmetic items;
• the provision of new mechanical, electrical and fire protection services; and
• extensive facade works, particularly for 5 Mill Street and 1 Mill Street.

Examples of refurbishment on Mill Green Complex Before After

Location

The Mill Green Complex is centrally located in the Perth CBD.

It occupies a prominent position at the south western corner of the intersection of St Georges Terrace and Mill Street extending through to Mounts Bay Road within the commercial heart of the Perth CBD within easy reach of the Perth Central Railway and the Esplanade train stations.

St Georges Terrace is the premier address for financial and commercial activity within the Perth CBD accommodating the West Australian head offices of most Australian and international banks, finance and insurance companies, legal and accounting firms, numerous State and Commonwealth government departments, mineral and energy resource companies and a diverse range of other professional firms. Core retailing areas of the Perth CBD are located immediately to the northeast.

The Perth Property shares its immediate location with some of Perth's other major office buildings, including the Forrest Centre, Woodside Plaza, St Georges Square, Alluvion, BHP Tower and QV.1.

The Mill Green Complex has direct frontages to St Georges Terrace, Mill Street and Mounts Bay Road with vehicular access afforded from both Mill Street and Mounts Bay Road.

Strategy

• As a result of recent works the accommodation now offers as a modern A and upper B grade office space. GDI Property Group will be targeting a NABERS Energy rating of 4.0 stars for 5 Mill Street and 1 Mill Street and a NABERS Energy Rating of 4.5 stars for 197 St Georges Terrace, which will be assessed 12 months following completion of the refurbishment works for each of the Buildings.
• Now that the refurbishment works have been completed and with very little near term capital expenditure requirements, the focus of GDI Property Group will shift to leasing the remaining vacancy across the three Buildings. The current vacant space in the Mill Green Complex is as follows:
• 9.7% by NLA for 197 St George's Terrace, represented by three upper level floors;
• 24.7% by NLA for 5 Mill Street, largely represented by two whole floors; and
• All of 1 Mill Street.

Although it is a preference to lease out whole floors (in the case of 197 St Georges Terrace and 5 Mill Street) or the entire Building (in the case of 1 Mill Street which is vacant), each of these spaces are readily divisible enabling GDI Property Group to meet the needs of the broadest section of the tenant market, from the smaller tenant through to the project space user requiring contiguous floors.

• On fully leasing the Mill Green Complex, GDI Property Group will assess various liquidity options including potential strata into three separate Buildings, albeit this would be at the cost of the potential additional NLA.
• Office leases in the Mill Green Complex are typically structured on a net basis, with tenants paying their percentage of Building outgoings including 100% recovery of common area and premises cleaning. The office leases typically provide for annual structured or fixed rental increases of 4% with any market review (including at option extension date) conducted on a face rent basis. GDI Property Group intends to continue to enter into office leases on a similar basis.

197 St Georges Terrace (Mill Green Complex, Building 1)

Table 3.3: Valuation details
Valuation (100%)	\$233.5 million
Valuation per sqm	\$8,780 psqm
Valuer	Savills Valuations Pty Ltd
Valuation date	1 October 2013
Capitalisation rate	8.25%
Passing yield(1)	7.25%
Discount rate	9.25%
Notes: (1) At valuation date. Table 3.4: Key metrics
Grade	A
FY14 forecast Net Rental Income (excluding straight lining)(2)	\$10.4 million(8)
FY15 forecast Net Rental Income (excluding straight lining)(3)	\$19.5 million(8)
FY14 capital expenditure(4)	\$0.3 million
FY15 capital expenditure(4)	\$0.1 million
NLA – Office (sqm)	25,815
NLA – Retail (sqm)	780
Site area (sqm)	3,715
Number of floors	29
Typical floor area (sqm)	855
Car parking	181
Occupancy(5)	90.3%
WALE (by NLA)(5)	5.8 years
Over / (under) renting(6)	(0.7%)
Date of construction	1983
Date of last refurbishment	2013
NABERS Energy rating(7)	Target 4.5 stars
Notes: (2) For the period from Completion to 30 June 2014.

(3) For FY15. For the period from Completion to 30 June 2014.

(4) Includes all capital expenditure excluding tenant fitout incentives.

(5) As at Completion, based on NLA.

(6) The difference between occupied market face rent and occupied passing face rent expressed as a percentage.

(7) NABERS Energy rating is expected to be completed 12 months after refurbishment and substantial occupancy. Expected by June 2014.

(8) See Section 6 for further details on the Financial Information. The FY14 and FY15 forecast Net Rental Income is based on assumptions set out in Section 6.4 and in particular the re-letting and vacancy assumptions outlined in Section 6.4.2. These assumptions may not be achieved. If the actual outcomes differ from the assumptions, the actual FY14 and FY15 forecast Net Rental Income may not be as forecast. The forecast FY14 and FY15 forecast Net Rental Income are not indicative of forecast Net Rental Income beyond the Forecast Period.

(1) As at Completion, based on NLA and includes signed heads of agreement.

Figure 3.7: Rent review structure(2)

Notes:

(2) As at Completion, includes occupied space only and based on the next rent review type for each tenant.

Table 3.5: Top four tenants by NLA(3)

Description

197 St Georges Terrace was completed in 1983 as the second stage of development of the overall site; undergoing an extensive refurbishment in 2013. The Building provides quality office accommodation in a high rise tower of 29 levels, with excellent views along St Georges Terrace and across the Swan River.

The main entrance lobby has primary access onto St Georges Terrace, whilst secondary access is located via a set of stairs to the southern elevation which lead down to the forecourt plaza area facing 5 Mill Street, which is one level below. The double height lobby provides access to the two main lift risers as well as the mezzanine office level which is located to the rear of the tower and sits above the ground floor plaza retail area.

At the southern elevation of the main tower is a three storey podium structure which accommodates the larger mezzanine and first level office floors as well as the retail accommodation facing the plaza forecourt.

The upper levels have low rise floor plates of 833 sqm and high rise floor plates of 857 sqm. All floors are column free with a central service core incorporating the lift, toilet and kitchen facilities. Natural light to all four external elevations is good. Typical office floors are carpeted throughout and have new suspended acoustic tiled ceilings with lighting provided by modern recessed fluorescent fittings. Fit out varies depending on current tenants specifications and requirements, although given the recent refurbishment and new tenant fit outs all accommodation presents to a high standard.

The Building has uninterrupted views to the south from above level 10 upwards looking over 5 Mill Street, situated to the south. There are also expansive northern views from the top levels.

Guarantees

Nil.

	NLA		Rent review(4)		Lease
Tenant name	sqm	% total	Type	% p.a.	expiry
AMEC Minproc Limited	7,340.9	27.6%	Fixed	4.00%	FY23
Chevron Australia	4,643.3	17.5%	Fixed	4.50%	FY18
CBI Constructors Pty Ltd	2,505.4	9.4%	Fixed	4.00%	FY19
Clough Projects Pty Ltd	1,669.7	6.3%	Fixed	4.50%	FY17

Notes:

(3) As at Completion, based on total NLA.

(4) Based on next review type. See rent review structure chart above for more detail.

5 Mill Street (Mill Green Complex, Building 2)

Table 3.6: Valuation details
Valuation (100%)	\$52.5 million
Valuation per sqm	\$7,290 psqm
Valuer	Savills Valuations Pty Ltd
Valuation date	1 October 2013
Capitalisation rate	8.50%
Passing yield(1)	6.61%
Discount rate	9.25%
Notes: (1) At valuation date.
Table 3.7: Key metrics
Grade	B
FY14 forecast Net Rental Income (excluding straight lining)(2)	\$1.7 million(8)
FY15 forecast Net Rental Income (excluding straight lining)(3)	\$3.9 million(8)
FY14 capital expenditure(4)	\$0.2 million
FY15 capital expenditure(4)	\$0.0 million
NLA – Office (sqm)	7,202
NLA – Retail (sqm)	n.a.
Site area (sqm)	2,446
Number of floors	10
Typical floor area (sqm)	735
Car parking	56
Occupancy(5)	75.3%
WALE(5)	3.2 years
Over / (under) renting(6)	(1.7%)
Date of construction	1972
Date of last refurbishment	2013
NABERS Energy rating(7)	Target 4 stars

Notes:

(2) For the period from Completion to 30 June 2014.

(3) For FY15.

(4) Includes all capital expenditure excluding tenant fitout incentives.

(5) At Completion and based on NLA.

(6) The difference between occupied market face rent and occupied passing face rent expressed as a percentage.

(7) NABERS Energy rating is expected to be completed 12 months after refurbishment and substantial occupancy. Expected by June 2014.

(8) See Section 6 for further details on the Financial Information. The FY14 and FY15 forecast Net Rental Income is based on assumptions set out in Section 6.4 and in particular the re-letting and vacancy assumptions outlined in Section 6.4.2. These assumptions may not be achieved. If the actual outcomes differ from the assumptions, the actual FY14 and FY15 forecast Net Rental Income may not be as forecast. The forecast FY14 and FY15 forecast Net Rental Income are not indicative of forecast Net Rental Income beyond the Forecast Period.

(1) As at Completion, based on NLA and includes signed heads of agreement.

Figure 3.9: Rent review structure (by NLA)(2)

Notes:

(2) As at Completion, includes occupied space only and based on the next rent review type for each tenant.

Table 3.8: Top four tenants by NLA(3)

Description

5 Mill Street was completed in 1972 and was extensively refurbished by 2013 and was the first Building within Mill Green Complex to be developed. The Building provides office accommodation over ground, basement and 10 upper floors.

The main entrance lobby has primary access directly to the Mill Street plaza area, which is a large forecourt linking all three Buildings. The double height lobby provides access to the single lift riser as well as ground floor offices.

5 Mill Street enjoys views across the Swan River from the fourth level upwards. Typical floors have an average foot plate size of approximately 735 sqm. All floors are column free with a central service core incorporating the lift, toilet and kitchen facilities. Natural light to all four elevations is good. Typical office floors are generally carpeted throughout and have suspended acoustic tiled ceilings with lighting provided by modern recessed fluorescent fittings. Fit out presents a very high standard, commensurate with upper 'B' grade office accommodation.

Guarantees

Nil.

	NLA		Rent review(4)		Lease
Tenant name	sqm	% total	Type	% p.a.	expiry
Westfarmers General Insurance	741.3	10.4%	Fixed	4.00%	FY19
Accenture	595.0	8.3%	Fixed	3.50%	FY19
MI Tubulars Australia	440.5	6.2%	Fixed	4.00%	FY17
Minister of Works	420.8	5.9%	Fixed	4.00%	FY17

Notes:

(3) As at Completion, based on total NLA.

(4) Based on next review type. See rent review structure chart above for more detail.

1 Mill Street (Mill Green Complex, Building 3)

Table 3.9: Valuation details
Valuation (100%)	\$46.0 million
Valuation per sqm	\$6,919 psqm
Valuer	Savills Valuations Pty Ltd
Valuation date	1 October 2013
Capitalisation rate	8.50%
Passing yield(1)	n.a.
Discount rate	9.25%
Notes: (1) At valuation date.
Table 3.10: Key metrics
Grade	A
FY14 forecast Net Rental Income (excluding straight lining)(2)	(\$0.4) million(8)
FY15 forecast Net Rental Income (excluding straight lining)(3)	\$1.7 million(8)
FY14 capital expenditure(4)	\$0.0 million
FY15 capital expenditure(4)	\$0.0 million
NLA – Office (sqm)	6,648
NLA – Retail (sqm)	n.a.
Site area (sqm)	2,596
Number of floors	4
Typical floor area (sqm)	1,900
Car parking	44
Occupancy(5)	0%
WALE(5)	0 years
Over / (under) renting(6)	n.a.
Date of construction	1986
Date of last refurbishment	2013
NABERS Energy rating(7)	Target 4 stars

Notes:

(2) For the period from Completion to 30 June 2014.

(3) For FY15.

(4) Includes all capital expenditure excluding tenant fitout incentives.

(5) As at Completion, based on NLA.

(6) The difference between occupied market face rent and occupied passing face rent expressed as a percentage.

(7) NABERS Energy rating is expected to be completed 12 months after refurbishment and substantial occupancy.

(8) See Section 6 for further details on the Financial Information. The FY14 and FY15 forecast Net Rental Income is based on assumptions set out in Section 6.4 and in particular the re-letting and vacancy assumptions outlined in Section 6.4.2. These assumptions may not be achieved. If the actual outcomes differ from the assumptions, the actual FY14 and FY15 forecast Net Rental Income may not be as forecast. The forecast FY14 and FY15 forecast Net Rental Income are not indicative of forecast Net Rental Income beyond the Forecast Period.

Description

1 Mill Street was most recent of the three Buildings within the Mill Green Complex to be constructed, with development reaching completion in 1986 as well as completing an extensive refurbishment in 2013. The Building provides office accommodation over four levels plus basement parking.

The main entrance lobby has primary access directly to the Mill Street Plaza area, which is a large forecourt linking all three Buildings. Secondary access is also provided at the lower office level which leads directly to the corner of Mill Street and Mounts Bay Road. The main lobby features a full height four level atrium and provides access to the single lift riser as well as ground floor offices.

The accommodation within the premises does not enjoy any notable vista. However, the three main office levels have an average floor plate size of approximately 1,900 sqm which is considered a commodity in the Perth CBD. The Building features a central service core incorporating central light well / atrium, lifts, toilet and kitchen facilities. Natural light to the southern, northern and eastern elevations is good whilst the western elevation is assisted by the presence of full Building height light well. Typical office floors are generally carpeted throughout and have suspended t-grid ceilings with lighting provided by modern fluorescent lighting. Fit out presents a very high standard commensurate with A grade office accommodation.

Guarantees

Nil.

233 CASTLEREAGH STREET, SYDNEY

51

233 Castlereagh Street, Sydney

Table 3.11: Valuation details
Valuation (100%)	\$121.0 million
Valuation per sqm	\$6,067 psqm
Valuer	Savills Valuations Pty Ltd
Valuation date	1 October 2013
Capitalisation rate	7.50%
Passing yield(1)	7.87%
Discount rate	8.65%
Notes: (1) At valuation date.
Table 3.12: Key metrics
Grade	B
FY14 forecast Net Rental Income (excluding straight lining)(2)	\$4.1 million(7)
FY15 forecast Net Rental Income (excluding straight lining)(3)	\$7.5 million(7)
FY14 capital expenditure(4)	\$0.3 million
FY15 capital expenditure(4)	\$1.1 million
NLA – Office (sqm)	18,657
NLA – Retail (sqm)	1,286
Site area (sqm)	2,639
Number of floors	25
Typical floor area (sqm)	864
Car parking	193
Occupancy(5)	93.4%
WALE(5)	2.3 years
Over / (under) renting(6)	1.3%
Date of construction	1976
Date of last refurbishment	2004
NABERS Energy rating	2 stars

Notes:

(2) For the period from Completion to 30 June 2014 and excluding Guarantees.

(3) For FY15, excluding Guarantees.

(4) Includes all capital expenditure excluding tenant fitout incentives.

(5) As at Completion, based on NLA and includes Guarantees.

Net Rental Income beyond the Forecast Period.

(6) The difference between market face rent and occupied passing face rent expressed as a percentage, excluding Guarantees.

(7) See Section 6 for further details on the Financial Information. The FY14 and FY15 forecast Net Rental Income is based on assumptions set out in Section 6.4 and in particular the re-letting and vacancy assumptions outlined in Section 6.4.2. These assumptions may not be achieved. If the actual outcomes differ from the assumptions, the actual FY14 and FY15 forecast Net Rental Income may not be as forecast. The forecast FY14 and FY15 forecast Net Rental Income are not indicative of forecast

Location

Located in the heart of the "Mid-Town" precinct of the Sydney CBD, with frontages to both Castlereagh and Pitt Streets, 233 Castlereagh Street occupies a highly prominent and accessible location.

The Sydney Property is well serviced by public transport with trains and buses available within a short walk and easy access to main arterial roads in and out of the CBD. It is in close proximity to both Town Hall and Museum railway stations.

Nearby development and amenity include, World Square, Downing Centre Law Courts and Hyde Park. Pitt Street Mall and Chinatown are also easily accessible from the Sydney Property.

Notes:

(1) As at Completion, based on NLA and includes signed heads of agreement and Guarantees which expire in FY16.

Figure 3.11: Rent review structure (by NLA)(2)

(2) As at Completion, includes occupied space only and based on the next rent review type for each tenant.

Description

233 Castlereagh Street is a 19,943 sqm office and retail Property in the mid-town precinct of the Sydney CBD. Major tenants include Singapore Airlines, Carlson Wagonlit, iiNet and Moray & Agnew.

Constructed in 1976 and substantially refurbished (including the lobby) in 2004, the Sydney Property was built to a high standard and benefits from an efficient design, with a side central service core allowing the floors to be easily sub-divided; offering tenants a flexible and efficient floor space design. 233 Castlereagh Street features low sill height windows which provide tenants with an abundance of natural light that enhances the harbour views available on the upper levels.

The diversity of tenants provides a substantial spread of income risk and allows easier management of tenant growth within the Sydney Property. The location, high level of parking, excellent natural light and onsite tenant amenity including retail, end of trip facilities and foyer cafe will ensure the Sydney Property continues to appeal to a broad cross section of the occupier market.

Guarantees

The Guarantee in respect of the Sydney Property will cover Gross Rental Income equivalent to approximately 8% of NLA for a period of two years, beginning at Completion. See Section 6.4.2 for more detail.

Strategy

• Continue with a proactive asset management strategy targeted at value enhancement through improvement in Net Rental Income and WALE.
• Completion of targeted refurbishment and upgrade program for tenancy and common areas and services. Due to the nature, location and overall leasing demand, GDI Property Group will continue to subdivide larger tenancies and entire floors to pursue a mix of smaller tenancies. Services identified for upgrade include electrical and mechanical with a view to reducing operating costs and improving NABERS rating.
• Remix retail offering to improve food and service options to building tenants and strengthen overall retail lease profile and WALE. Several opportunities for larger areas have been identified and are presently being marketed to major retailers.
• Investigate the feasibility of alternative redevelopment options, including residential conversion or extension and obtain uplift in value with development consent. GDI Property Group does not intend to undertake any residential development but may pursue development consent prior to asset sale if sufficient value uplift is achieved.

Table 3.13: Top four tenants by NLA(1)

		NLA	Rent review(2)	Lease
Tenant name	sqm	% total	Type	% p.a.	expiry
Moray and Agnew	3,551.7	17.8%	Fixed	3.75%	FY19
Copyright Agency Limited	1,727.4	8.7%	Fixed	4.00%	FY16
Carlson Wagonlit Australia Pty Ltd	1,727.4	8.7%	Fixed	4.00%	FY14
Singapore Airlines Limited	1,395.5	7.0%	Fixed	4.00%	FY18

Notes:

(1) As at Completion, based on total NLA.

(2) Based on next review type. See rent review structure chart above for more detail.

25 Grenfell Street, Adelaide

Table 3.14: Valuation details
Valuation (100%)	\$109.0 million
Valuation per sqm	\$4,336 psqm
Valuer	CBRE Valuations Pty Ltd
Valuation date	1 October 2013
Capitalisation rate	8.50%
Passing yield(1)	8.05%
Discount rate	9.50%
Notes: (1) At valuation date.
Table 3.15: Key metrics
Grade	A
FY14 forecast Net Rental Income (excluding straight lining)(2)	\$4.8 million(7)
FY15 forecast Net Rental Income (excluding straight lining)(3)	\$9.5 million(7)
FY14 capital expenditure(4)	\$1.3 million
FY15 capital expenditure(4)	\$0.5 million
NLA – Office (sqm)	24,152
NLA – Retail (sqm)	986
Site area (sqm)	1,968
Number of floors	26
Typical floor area (sqm)	1,040
Car parking	30
Occupancy(5)	92.8%
WALE(5)	3.4 years
Over / (under) renting(6)	(6.1%)
Date of construction	1975
Date of last refurbishment	2007/10
NABERS Energy rating	4 stars

Notes:

(2) For the period from Completion to 30 June 2014. Net Rental Income is consistent with the average occupancy in FY14 as set out in table 6.4

(3) For FY15. Net Rental Income is consistent with the average occupancy in FY15 as set out in table 6.4

(4) Includes all capital expenditure excluding tenant fitout incentives.

(5) As at Completion, based on NLA.

(6) The difference between occupied market face rent and occupied passing face rent expressed as a percentage.

(7) See Section 6 for further details on the Financial Information. The FY14 and FY15 forecast Net Rental Income is based

on assumptions set out in Section 6.4 and in particular the re-letting and vacancy assumptions outlined in Section 6.4.2. These assumptions may not be achieved. If the actual outcomes differ from the assumptions, the actual FY14 and FY15 forecast Net Rental Income may not be as forecast. The forecast FY14 and FY15 forecast Net Rental Income are not indicative of forecast Net Rental Income beyond the Forecast Period.

Location

WAKEFIELD ST 25 Grenfell Street is in a central location within Adelaide's CBD core, with 30 metres of frontage to Grenfell Street close to King William Street. Grenfell Street has become one of Adelaide's foremost and most respected commercial addresses. The landmark status of the Adelaide Property, together with proximity to other major city commercial towers and Adelaide's premier retail precinct, Rundle Mall, enhances the Property's visibility and prominence.

It is arguably Adelaide's premier office location. There is excellent public transport access at the entrance to the Adelaide Property and numerous public car parks in close proximity enhances tenant satisfaction.

Notes:

(1) As at Completion, based on NLA and includes signed heads of agreement.

Figure 3.12: Rent review structure (by NLA)(2)

Notes:

(2) As at Completion, includes occupied space only and based on the next rent review type for each tenant.

Description

25 Grenfell Street, Adelaide is a landmark A grade office Property of approximately 25,138 sqm located in the core of the Adelaide CBD. It is occupied by a diverse mix of Government and national and international companies together with high end retailers.

The Adelaide Property provides exceptional office space with 1,040 sqm plus floor plates, a central core and excellent natural light on four sides, providing flexibility for part floor or whole floor tenants. This flexibility, coupled with first class presentation ensures the ongoing attractiveness to current and future tenants.

25 Grenfell Street was completed in November 1975 and has been subject to on-going refurbishment and upgrade. The first significant refurbishment of the office levels occurred in 1990, which was reinforced with the refurbishment of the facade in 1997. In 2007, over \$16.0 million was invested in a foyer upgrade together with tenancies refurbishment and complete lift upgrade. New energy efficient air conditioning chillers were installed in 2010 improving the NABERS Energy rating to 4 stars.

Additional amenity is provided by secure parking for 30 cars together with storage, end of trip facilities, shared meeting areas, foyer and cafe and restaurants fronting an extensive open plaza.

Strategy

• Continue with a proactive asset management strategy targeted at value enhancement through lease extension and upward rental reversion at market review;
• Leasing of current vacancy and renewal of other short term lease expiries;
• Refurbishment of remaining office floors to A grade standard on expiry of relevant leases. Upgrade to include office foyer, floor finishes and new ceilings with energy efficient lighting;
• Following the completion of the eastern plaza retail upgrade due in December 2013 ensure the successful establishment of new restaurants that have been secured for the site; and
• Complete remaining services upgrades to further improve Building efficiency and performance, including air conditioning works, fire indicator panel, common area lighting and water saving technology.

Guarantees

Nil.

Table 3.16: Top four tenants by NLA(1)

		NLA	Rent review(2)	Lease
Tenant name	sqm	% total	Type	% p.a.	expiry
Minister for Administrative Services (PIRSA)	5,408.0	21.3%	Fixed / Market	3.00%	FY16
Minter Ellison Admin (SA)	5,229.0	20.6%	Fixed	3.75%	FY23
Minister for Administrative Services (Department of Water)	4,175.5	16.5%	Fixed	3.00%	FY16
Commonwealth of Australia (AGS)	1,077.5	4.3%	Fixed	3.75%	FY17

Notes:

(1) As at Completion, based on total NLA.

(2) Based on next review type. See rent review structure chart above for more detail.

307 Queen Street, Brisbane

Table 3.17: Valuation details
Valuation (100%)	\$120.8 million
Valuation per sqm	\$6,215 psqm
Valuer	Jones Lang LaSalle Advisory Services Pty Limited
Valuation date	1 October 2013
Capitalisation rate	8.00%
Passing yield(1)	8.51%
Discount rate	9.25%
Notes: (1) At valuation date.
Table 3.18: Key metrics
Grade	B
FY14 forecast Net Rental Income (excluding straight lining)(2)	\$3.6 million(7)
FY15 forecast Net Rental Income (excluding straight lining)(3)	\$7.8 million(7)
FY14 capital expenditure(4)	\$1.0 million
FY15 capital expenditure(4)	\$0.6 million
NLA – Office (sqm)	18,470
NLA – Retail (sqm)	966
Site area (sqm)	1,672
Number of floors	26
Typical floor area (sqm)	800
Car parking	95
Occupancy(5)	77.5%
WALE(5)	2.6 years
Over / (under) renting(6)	(0.1%)
Date of construction	1978
Date of last refurbishment	2012
NABERS Energy rating	5 stars

(2) For the period from Completion to 30 June 2014 and excluding Guarantees.

(3) For FY15, Excluding Guarantees.

(4) Includes all capital expenditure excluding tenant fitout incentives.

(5) As at Completion, based on NLA and includes Guarantees.

(6) The difference between occupied market face rent and occupied passing face rent expressed as a percentage, excluding Guarantees.

(7) See Section 6 for further details on the Financial Information. The FY14 and FY15 forecast Net Rental Income is based on assumptions set out in Section 6.4 and in particular the re-letting and vacancy assumptions outlined in Section 6.4.2. These assumptions may not be achieved. If the actual outcomes differ from the assumptions, the actual FY14 and FY15 forecast Net Rental Income may not be as forecast. The forecast FY14 and FY15 forecast Net Rental Income are not indicative of forecast Net Rental Income beyond the Forecast Period.

Location

307 Queen Street, Brisbane is located in the core of the Brisbane financial precinct, commonly referred to as 'the golden triangle.' It sits at the intersection of Queen and Eagle Streets, which is widely regarded as Brisbane's best corner.

It is a short walk to Brisbane's main CBD retail precinct, Queen Street Mall and has easy access to both Central Railway Station and the riverfront restaurants and cafes of Eagle Street Pier.

Both Eagle Street and Queen Street provide two of the main CBD thoroughfares and major surrounding office developments include, Central Plaza 1 and 2, 10 Creek Street (Blue Tower), Riparian Plaza and the recently completed 111 Eagle Street.

Figure 3.14: Lease expiry profile (by NLA)(1)

Notes:

(1) As at Completion, based on NLA, includes signed heads of agreement and Guarantees which expire in FY16.

Figure 3.15: Rent review structure (by NLA)(2)

(2) As at Completion, includes occupied space only and based on the next rent review type for each tenant.

Description

307 Queen Street, Brisbane is a prominent 19,436 square metre office tower. The Brisbane Property provides exceptional office space with a central core, functional and near column free floor plate and four sides of natural light.

The office floors range between 796 sqm and 822 sqm and are equally suited to single or multiple tenant configurations. The combination of location and quality of the office space will ensure the Brisbane Property appeals to a wide cross section of the leasing market and continues to attract and maintain occupiers.

Current major tenants include Hancock Coal, Hanrick Curran, Hemming and Hart Lawyers and Chandler MacLeod, with no tenant providing more than 10% of the total Net Rental Income; providing a spread of income risk.

The ground floor tenants include Bank of China, Heritage Building Society and a foyer cafe providing added amenity for tenants.

Over the last 18 months, approximately \$1.5 million has been spent on upgrading mechanical services resulting in a NABERS Energy rating of 5 stars. There has also been a staged refurbishment of amenities, common areas and tenancies to 14 levels which incorporated new finishes and energy efficient lighting. A lift upgrade was completed in 2006 with car refurbishments completed in 2009.

Guarantees

The Guarantee in respect of the Brisbane Property will cover:

• Gross Rental Income equivalent to 14.5% of NLA for a period of two years, beginning at Completion, payable whether or not the vacancy exists during the period;
• The pay out of existing tenant incentives on terms consistent with the terms of the underlying lease; and
• Amounts to cover income shortfalls in respect of specific tenancies where tenants:
• Have recently failed on their lease obligations; or
• Are yet to sign a new lease.

Specific tenancies relate to levels 8, part 6 and part 3. The Guarantee in respect of the Brisbane Property will reflect the anticipated gross face rent from these specific tenancies and the amounts guaranteed will be reduced to the extent that any lease is executed for these specific tenancies and other agreed areas.

See Section 6.4.2 for more detail.

Table 3.19: Top four tenants by NLA(1)

Strategy

• Initiate a proactive asset management strategy targeted at value enhancement through leasing of current vacancy, lease extension and rent increases for existing tenancies with under market rents;
• Refurbish main foyer and remaining common areas to enhance presentation and improve leasing prospects for current and future vacancy. Plans and scope are presently being finalised for stage one incorporating building foyer and selected vacancies to commence immediately upon settlement;
• Review all existing maintenance contracts and current outgoings to minimise operating expenditure and enhance Net Rental Income;
• Reposition the Brisbane Property to a recognisable 'A grade' building, taking advantage of the core location and the positive Property fundamentals. This repositioning can be achieved through refurbishment of visual presentation, tenant services and amenity; and
• Prepare plans for longer term extension and refurbishment of ground floor and lower levels to strengthen visual profile of the Building.

		NLA		Rent review(2)
Tenant name	sqm	% total	Type	% p.a.	Lease expiry
Hanrick Curran P/L	1,592.0	8.2%	Fixed	3.50%	FY18
Chandler MacLeod	1,028.0	5.3%	Fixed	4.50%	FY17
Cranstoun and Hussein	822.0	4.2%	Fixed	3.00%	FY22
Wellington Capital Limited	822.0	4.2%	Fixed	4.50%	FY15

Notes:

(1) As at Completion, based on total NLA.

(2) Based on next review type. See rent review structure chart above for more detail.

4. External Funds

GDI Property Group will manage five External Funds (being the Non-Seed Trusts) on Completion. Details of these External Funds are outlined below. For information about the type of fees and charges applicable to these funds see Section 2.2.2.

Property	1 Adelaide Terrace, Perth
Valuation(1)	\$102.6 million
Number of investors	522
Fund established	October 2012
Fund trustee	GDI Funds Management Limited (in its capacity as trustee of GDI No.36)
Property description	1 Adelaide Terrace is a landmark building at the Eastern gateway to the Perth CBD. It has a total NLA of 19,825 sqm with parking for 176 cars. The property benefits from excellent natural light and 180 degree views of the Swan River. The immediate vicinity is experiencing substantial waterfront development improving the location's profile and amenities. The property has occupancy of 100%, is multi tenanted with six tenants and no one tenant contributing more than 35% of the income. The property has a current NABERS energy rating of 3.5 stars.
Strategy	The strategy for GDI No.36 is to actively manage the property including managing the lease renewal process, adding NLA where possible and to improving the NABERS Energy rating. Lift upgrade works have commenced, aimed at bringing lift performance up to A-grade level with completion of the program scheduled for 2014. An upgrade to the building mechanical services has commenced with new air conditioning chillers installed and commissioned in 2013. A works program has commenced including refurbishment of bathrooms and external facade works.
	GDI Property Group will be focused on improving the WALE profile of the property through ongoing lease negotiations with existing and prospective tenants.
	This External Fund is treated as a passive fund and passive fees are charged. See Section 2.2.2 for further details.

Notes:

(1) Independently valued, as at August 2012.

Property	10 Market Street, Brisbane
Valuation(1)	\$41.0 million
Number of investors	255
Fund established	May 2010
Fund trustee	GDI Funds Management Limited (in its capacity as trustee of GDI No.33)
Property description	10 Market Street is a 16 level office tower with NLA of 6,815 sqm and undercover parking for 60 cars. The property occupies a corner site in a prime commercial precinct of the Brisbane CBD, commonly referred to as the 'Golden Triangle'. Neighbouring and nearby developments include Waterfront Place, AMP Place and Riparian Plaza. The Eagle Street Pier, housing a multitude of restaurants and bars is located directly opposite. The building is set back from adjoining properties providing exceptional natural light to all sides. The core is set to the rear allowing ease of tenancy subdivision from 45 sqm suites to whole floors of 450 sqm ensuring appeal to a wide range of tenants.
Strategy	Due to underlying demand from the owner occupier market, GDI group decided to strata title and progressively sell down the property. Several leases have been restructured to maintain passing income while providing flexibility to secure these floors at relatively short notice as dictated by purchaser enquiry. It is anticipated that the strata sell down strategy will take a further three years to deliver, with approximately 20% of the property by value having been either sold, exchanged or subject to an issued contract to date. An upgrade of the building mechanical and electrical services is planned for mid 2014. This External Fund is treated as an active fund and active fees are charged. See Section 2.2.2 for further details.

(1) Independently valued on a gross realisation Basis, as at June 2013.

Property	251 Adelaide Terrace, Perth
Valuation(1)	\$10.2 million
Number of investors	207
Fund established	July 2008
Fund trustee	GDI No.29 Pty Limited (ACN 125 936 852)
Property description	GDI No.29 originally held two properties, with 4-10 Jamieson Street, Cheltenham, Victoria having been sold in 2010. 251 Adelaide Terrace is located in the CBD of Perth and has a NLA of 10,012 sqm and 129 car spaces. The property was successfully strata titled in August 2010 in to 116 strata lots, with approximately 86% of the strata lots as at August 2013 having been settled.
Strategy	The strategy of GDI No.29 is to continue to sell down the remaining strata lots, with most of these being repositioned from vacant or short term leased suites to long term leased suites facilitate sales to investors. It is anticipated that the sale of the remaining strata lots will complete in 2014.
	This External Fund is treated as an active fund and active fees are charged. See Section 2.2.2 for further details.

(1) Directors' valuation on the residual lots, as at 30 July 2013.

Property	580 Ruthven Street, Toowoomba
Valuation(1)	\$14.0 million
Number of investors	2
Fund established	June 2007
Fund trustee	GDI No.28 Pty Limited
Strategy	GDI No.28 is a private fund owned by associates of the Vendors. GDI Property Group will provide administration services for GDI No.28 in accordance with the administration services agreement described in Section 9.3.1.4.
	Fees are charged in accordance with the administration services agreement described in Section 9.3.1.4.

(1) Directors' valuation, as at 30 June 2013.

Property	17-23 University Avenue, Canberra 46 Mount Street, Burnie
Valuation(1)	\$16.7 million
Number of investors	71
Fund established	June 2007
Fund trustee	GDI No.27 Pty Limited (ACN 122 260 066)
Property description	17-23 University Avenue, Canberra is a multi tenanted commercial property in the legal precinct of the Canberra CBD. The location, good natural light and flexible floorplates continue to appeal to tenants and ongoing lease renewals have enhanced the property's income security.
	46 Mount Street, Burnie, is a 3,450 sqm commercial property predominantly occupied by various Tasmanian State Government departments.
Strategy	GDI No.27 originally consisted of three properties with an asset in Adelaide sold in 2012 and 40% of initial capital returned to investors.
	GDI group is currently negotiating three lease renewals in Canberra and anticipates appointing an agent to market the property for sale prior to the end of June 2014. A lease renewal is also being negotiated in Burnie which would incorporate a significant building upgrade. If the lease renewal is achieved, at the conclusion of the building upgrade agreed to as part of the lease renewal, it is expected that the asset will be placed on the market for sale.
	This External Fund is treated as a passive fund and passive fees are charged. See Section 2.2.2 for further details.

(1) Directors' valuation, as at 30 June 2013.

5. Overview of the Australian commercial property market

Australian CBD Office Market Overview:

September 2013

1 Australian Economic Overview

The Australian economy grew by 0.6% in Q2/2013. The pace of growth was marginally above the 0.5% recorded last quarter. Annual GDP growth increased from 2.5% to 2.6% in the quarter but remains below the long term average of between 3% and 3.5%.

A general theme in the Australian economy has been a transition in the drivers of growth from mining sector investment to domestic economic activity. There are emerging signs of a recovery in the housing market and the clear federal election result is expected to boost business and consumer confidence. As well as improving domestic demand, exports should provide a boost to GDP growth in coming quarters.

The economic forecasts point to below trend but slowly accelerating growth during this transition phase, with Deloitte Access Economics forecasting economic growth of 2.5% in 2013, rising to 2.7% in 2014 and 2.8% in 2015 (June 2013 forecasts).

Queensland and Western Australia continue to record stronger economic growth than the other states, albeit at lower levels than 12 months ago. Forecast economic growth is expected to be strongest in Queensland over the five years to December 2017, averaging 4.1% p.a. compared to 3.3% p.a. in WA, 2.5% in NSW and 1.6% in SA.

Central banks in all major economies continue to pursue monetary easing policies. Banks and other debt providers are still limiting their exposure to commercial real estate, but investors with access to equity are in a strong competitive position.

The official Cash Rate in Australia was cut by 125 basis points in 2012 and a further 25 basis point in May and August 2013 to now stand at 2.50%.

As at 23 September 2013, Australian 10-year bond yields were 3.97% and inflation-indexed bonds 2.03%. This relatively low real bond rate should in theory support investor interest and yield compression in commercial real estate assets.

1.1 Property market drivers

Employment growth is a key driver of Australia's property markets. Total employment in Australia exceeded 11.6 million (seasonally adjusted) for the first time in January 2013 and remains above that level in August 2013. However the pace of growth has slowed and over the past two months, there has been a 22,200 fall in total employment. Notably, Australia's unemployment rate has remained below 6% since July 2003.

Economic growth drives white collar employment and demand for office space. With the economy projected to accelerate in 2014 and 2015, white collar employment is forecast to increase, which will drive underlying demand for office space in 2014 and beyond.

Employment in the Finance and Insurance sector has been relatively stable over the past five years. However, there are very strong growth prospects in financial services in Australia, particularly in Sydney, due to Sydney's emergence as a global financial centre, the strong growth in Australia's funds management sector, Australia's location relative to the fast growing Asia Pacific region, and the potential for Australia to export its financial services expertise.

2 Australian Office Markets

2.1 Market profile

Australia's major office markets comprise 25.4 million sqm, of which 65% is located in CBD markets1 . Prime grade stock (premium plus A-grade) account for 53% of all CBD office stock by Net Lettable Area (NLA).

The supply outlook in most CBD markets is modest and characterised by a relatively high level of pre-commitment (around 75% in CBD office markets). This is the typical requirement to secure debt financing.

Outside of Sydney and Melbourne, the major non CBD markets are located on the fringe of the CBDs, often being a natural extension of the CBD. Sydney suburban markets include North Sydney, Parramatta, Chatswood, St Leonards, Macquarie Park, Norwest, Homebush / Rhodes, South Sydney and Sydney Fringe. Together these markets account for over 4.4 million sqm of office stock. Melbourne has a range of suburban markets in its south eastern suburbs as well as the Melbourne Fringe, accounting for almost 3 million sqm of office stock.

Table 1: Australian CBD office market profile as at Q2/2013

	Net Lettable Area	Vacancy	Prime Face Rent	Prime Effective Rents *	Prime Equivalent Yield	Supply Pipeline (2013-15)**	Capital Value Growth (2002-12)
	'000 sqm	% NLA	AUD/sqm pa	AUD/sqm pa	%	%	% pa
CBD Markets
Sydney	4,965	10.2	955	608	6.75	4.5	4.1
Melbourne	4,416	10.0	532	381	7.13	5.1	4.5
Brisbane	2,185	14.2	705	473	7.25	-0.1	7
Adelaide	1,367	12.7	483	364	8.38	3.7	8.2
Perth	1,618	7.9	904	784	7.88	9.2	12.6
Canberra	2,114	11.6	409	329	8.25	2.9	4.4

All data as at June 2013 unless otherwise stated.

* Effective rents adjust face rents for estimated rent-free incentive periods on a standard 10-year lease ** Forecast net increase including refurbishments and withdrawals: % of June 2013 stock

Source: Jones Lang LaSalle

Ownership profile

Listed property trusts, wholesale funds and superannuation funds are the dominant owners of major office assets in Australia. Over the past 25 years, these three major institutional investor categories have accounted for nearly two thirds of all transactions valued at \$5 million or more.

Private investors and developers/property companies are dominant participants in the under \$20 million market, while assets in the \$20 to 50 million bracket are more evenly split between owner types.

Over the past 25 years, offshore investors have accumulated a significant portion of the major asset pool, and have accounted for around 23% of all major transactions (>= \$5 million).

Offshore investors were particularly active in 2012, accounting for a record \$4 billion, or 43% of major office sales in the Australian market (\$9.38 billion).

¹ CBD markets for the purpose of this report are: Sydney, Melbourne, Brisbane, Perth, Adelaide and Canberra.

2.2 Market indicators

Supply / Demand

Australian CBD office markets recovered reasonably well from the Global Financial Crisis (GFC). However, rising demand was more than offset by increased supply, which has seen average CBD vacancy rise from a very low 4.2% in Q4/2007 to 10.9% in Q2/2013.

Take-up of office space slowed across most CBD office markets during 2012, resulting in net absorption of just 37,600, or 13% of the 10 year average of 291,100 sqm. A further deterioration has occurred over the first half of 2013, with net absorption of -160,300 sqm across the CBD markets.

Vacancy across the national CBD markets is expected to peak in late 2013 at 11.3% before improved economic growth (and growth in white collar employment) drives demand for CBD office space. By 2017, the national CBD vacancy rate is expected to fall to around 8.5%.

Figure 1: CBD net absorption and vacancy (2004 to 2015)

Source: Deloitte Access Economics, Jones Lang LaSalle

The future supply outlook across the CBD office markets for 2013 and 2014 is modest but building in 2015, particularly in Perth and Sydney. The Brisbane CBD is expecting very little new supply, with withdrawals of stock leading to a slight reduction of overall stock in 2014. Figure 2 shows the net growth in supply relative to the total existing stock for the next three years.

Figure 2: CBD Office Markets – Net Supply Pipeline, 2013-2015*

* The net supply pipeline is Jones Lang LaSalle's forecasts of net additional supply over the three years to December 2015, including refurbishments and withdrawals. Source: Jones Lang LaSalle

Rents

Rising vacancy, increased sub-lease options and a challenging demand environment have exerted downward pressure on effective rents. Prime gross effective rents fell by 4.2% over the 2012/13 financial year.

The downward movement in prime gross effective rents was caused by higher incentives. Indeed, prime gross face rents increased by 2.1% over the 2012/13 financial year. Incentives, on the other hand, increased by 23.5% to an average of 29 months' rent free over a 10 year lease or 24%.

The prospect of higher leasing incentives in most markets is expected to see gross effective rents contract further in the second half of 2013. Improved market conditions together with relatively low new supply over the next two years should support stronger rental growth in 2014 and beyond.

Yields

The capital market drivers were supportive of yield compression for prime grade assets across CBD office markets over the 2012/13 financial year. Jones Lang LaSalle recorded yield compression in the 2012/13 financial year in Sydney, Melbourne, Brisbane and Canberra while the Adelaide and Perth CBD's remained stable.

In Q2/2013, the average prime equivalent yield (NLA-weighted average) across CBD office markets was 7.35%, 11 basis points tighter than Q2/2012.

Australian office yields are significantly higher than yields for corresponding assets in the major markets of Europe, North America, the UK and the Asia Pacific. Furthermore, yield spreads are wide across a range of metrics:

• Yield spreads to real bond rates are close to record highs;
• Yield spreads between CBD and many non-CBD markets have widened; and
• Yield spreads within prime and secondary sectors have widened.

Figure 3 compares yields between Sydney and Melbourne CBD prime office markets and other mature global markets (year-end data; 2002 – 2012). One of the key attractions to offshore investors of Australian office markets is the high yields delivered by prime grade assets compared to equivalent assets in other mature markets with similar levels of transparency. Furthermore, Australia's relatively high interest rate structure makes the Australian market attractive to offshore investors with a lower cost of capital. The Reserve Bank of Australia's policy interest rate is 2.50% (September 2013), while policy rates in the US, UK, Eurozone and Japan are close to zero.

Figure 3: Australia vs. offshore office yields, 2002 - 2012

2.3 Outlook

Supply / Demand – Australian office markets are supported by a modest supply pipeline through to the end of 2014, which coincides with expected soft demand this year. With the economy projected to accelerate in 2014 and 2015, white collar employment is forecast to increase, which will drive demand for office space.

Vacancy - With a second successive year of weak net absorption projected for 2013, the national CBD vacancy rate is projected to move into low double digit territory and peak at 11.3% in Q4/2013. This is expected to be the peak in vacancy in the current cycle. A modest supply pipeline in 2013-2014, relatively high levels of pre-committed space and improved leasing activity in 2014 and beyond should coincide with a gradual decline in vacancy rates. As usual in periods of subdued demand, vacancy tends to increase in lower quality secondary grade space.

Rents - It is expected that higher leasing incentives in most markets will see gross effective rents across CBD markets contract by an average of 5.9% in 2013. Improved market conditions together with comparatively low new supply in the next two years should support stronger rental growth in 2014 and 2015.

Yields - Jones Lang LaSalle does not consider the current yield spreads to bond rates, or to global prime office yields, to be sustainable over time. Our forecasts anticipate some modest yield compression in the short-medium term. There is increased depth of investor demand for the highest quality prime-grade assets. The shortage of supply of these assets and support from the capital markets are the key drivers of yield compression and could see yield tightening for the better quality assets of between 25 and 50 basis points over the next 2-3 years.

3 Sydney CBD Office Market

3.1 Market profile

Sydney CBD is Australia's largest office market, with 4.965 million sqm of stock. Only 15.6% of stock is Premium grade, followed by 40.1% being A-grade space. Secondary grade buildings make up 44.3% of the market. The Sydney CBD market has experienced relatively low growth in recent years, expanding by just 4.9% since December 2005. Due to relatively low levels of new office development over recent decades, the Sydney CBD has a relatively high proportion of ageing office stock, with an estimated 46% of its office stock more than 30 years old.

The investment market is dominated by institutional owners, particularly the larger prime grade and quality secondary grade assets. Offshore investors including sovereign wealth funds, global REITs and pension funds have been particularly active in the Sydney CBD market.

3.2 Market indicators

Supply and Demand

New office supply has averaged just less than 60,000 sqm p.a. over the last 10 years, with peaks in 2004 (109,300 sqm) and 2011 (136,500 sqm). There was no new development in 2012.

The completion of 161 Castlereagh Street in Q2/2013 was the first completion in Sydney since December 2011, adding 55,600 sqm to total stock. Another 22,600 sqm is expected to complete by the end of 2013. In Q4/2012 the Commonwealth Bank Building at 48-50 Martin Place was withdrawn for refurbishment (19,000 sqm) and a further 34,200 sqm of stock has been withdrawn in Q1 and Q2/2013 as buildings are demolished for future office redevelopment.

In 2014 14,000 sqm of additional stock is expected to complete construction. In 2015 206,300 sqm of new completion stock is expected with the completion of International Towers Sydney (Towers 2 and 3) at Barangaroo contributing 166,000 sqm of this new space. This is expected to be partly offset by stock withdrawals.

Sydney CBD has a total development pipeline of 314,800 sqm as of Q2/2013 (6.3% of total stock). New development requires major pre-commitment before commencing construction. Sydney CBD's current pre-commitment rate is 63%.

Figure 4: Market Balance, Sydney CBD Office Market

Australian CBD Office Market Overview: Page 6

Sydney CBD recorded negative net absorption (38,600 sqm) in the six months to Q2/2013 following a negative result in 2012 (30,700sqm). This has seen vacancy climb from a moderate 7.8% at the end of 2010 to 10.2%. A vacancy rate in the 7-9% range is generally considered to represent a balanced market. Vacancy is currently higher across prime grade buildings (11.3%) compared with secondary grade stock (8.9%).

Rents

Prime grade office rents in Sydney CBD are \$787 per sqm p.a. in net terms and \$955 per sqm p.a. in gross terms. Average net face rents increased by 10.3% from Q2/2011 to Q2/2012 and 3.2% from Q2/2012 to Q3/2013. On a net effective basis there was an increase of 9.1% between Q2/2011 and Q2/2012, but a decrease of 2.5% between Q2/2012 and the same quarter in 2013 as incentives increased.

Over the year to Q2/2013, average incentives for prime grade office space in Sydney CBD have increased from 26% to 29% (35 months' rent free on a 10-year lease), the longest rent free period on a 10-year lease since Q4/1994.

Figure 5: Prime Grade Office Rents, Sydney CBD Office Market

Source: Jones Lang LaSalle

In net terms, the secondary grade office rent is \$488 per sqm p.a. over a 10-year lease, \$299 per sqm p.a. below the average prime grade rent. In gross terms, the secondary grade office rent is \$619 per sqm p.a. over a 10-year lease.

Yields

The prime yield range for Sydney CBD was 6.00%-7.50% in Q2/2013, with a midpoint of 6.75%. Yields firmed in Q1/2013 at the tighter end of the range, reflecting strong demand for premium quality assets.

Figure 6: Prime Grade Office Equivalent Yield, Sydney CBD Office Market

Secondary yields firmed marginally in Q2/2013 to range between 7.25% and 8.25%. Since the GFC there has been a widening of the yield spread between prime and secondary grade assets. Risk averse investors have sought higher quality assets, leading to greater discounting of secondary assets relative to prime assets. This creates opportunities for secondary assets to be re-positioned to take advantage of the potential yield compression and income growth available for higher quality assets.

The tightening of both prime and secondary yields in 2013 reflects the greater depth of investor interest in the Sydney CBD in recent months.

Capital values have risen by 5.0% over the year to Q2/2013. Since its post-GFC trough in Q3/2009, the prime Capital Value Indicator for Sydney CBD has increased by 18.9%.

29 major office transactions (>= \$5 million) were recorded in last 12 months to June 2013 totalling \$4.05 billion.

Source: Jones Lang LaSalle

3.3 Outlook

Supply: Medium-term supply additions in the Sydney CBD are projected at 178,500 sqm between 2015 and 2017. This equates to 3.6% of 2014 estimated stock levels. The first two stages of the International Towers Sydney (T2 and T3) are under construction and scheduled to complete in 2015. The third tower (T1), which will only commence once a significant precommitment is secured, is included in our supply projections for 2017. The Westpac consolidation out of nine sites across the Sydney CBD and into International Towers Sydney will create backfill space in the Sydney CBD. However, a significant proportion of the backfill space including: 182 George Street (14,460 sqm) and 33-35 Pitt Street (13,525 sqm) is expected to be withdrawn.

Demand and vacancy: A number of medium-term lead indicators point towards stronger demand in 2015 and 2016 in Sydney. Over the past 30 years, net absorption in the Sydney CBD has shown a stronger relationship with US economic growth, than with Australian or NSW economic growth. Global Insights projects the US economy will grow above trend in 2015 (3.5%) and 2016 (3.1%). Net absorption for the CBD market is forecast to be -40,000 sqm for 2013 and average 91,000 sqm over the next three years. Jones Lang LaSalle projects vacancy will reach a cyclical peak of 10.6% in late 2013, hover around 10% until 2015 before declining in 2016 and beyond.

Rents: Increased availability in the Premium Grade sector of the Sydney CBD has resulted in higher incentives. Prime gross effective rents are projected to fall by -4.0% in 2013 and rise by 2.0% in 2014. Prime incentives (months' rent free based on a 10 year lease) are expected to remain at relatively high levels through to 2015 before declining slightly.

Yields: Prime yields are expected to remain stable over the remainder of 2013. Demand for premium assets with strong covenants, long lease terms (with fixed increases) and minimal capital expenditure requirements are expected to be highly sought, leading to a 25 basis point compression in 2014. In contrast, poorer quality assets with leasing risk and lower medium-term growth prospects are forecast to record yield decompression of 25 basis points in 2014. The recent decline in the Australian dollar may see further offshore investment activity.

Capital value: Capital value growth is projected to average 2.7% over the three years to December 2015.

4 Brisbane CBD Office Market

4.1 Market profile

The Brisbane CBD office market comprises 2.185 million sqm of stock. Combined with the nearby Brisbane Fringe, the two markets total 3,441 million sqm. Only 9.4% of the Brisbane CBD market is Premium grade space, followed by 35.7% being A-grade space. Secondary grade buildings make up the largest proportion of stock at 54.9%. Total office stock in Brisbane CBD has increased in size by 25.4% since December 2007.

The investment market is dominated by institutional owners, particularly the larger prime grade and quality secondary grade assets.

4.2 Market indicators

Supply and Demand

New office supply has averaged 48,000 sqm p.a. over the last 10 years, with a peak in 2009 of 209,700 sqm. There has been limited new supply in 2013 (18,500 sqm) with no further new construction anticipated to complete until 2015.

The next major project to complete will be Daisho's 58,000 sqm speculative development at 180 Ann Street, which is expected to enter the market in late-2015. Other developments currently under construction are Grocon/DEXUS' 55,000 sqm project at 480 Queen Street (due to complete in 2016; 38% pre-leased to multiple tenants) and Cbus' 75,000 sqm project at 1 William Street (2016; 100% pre-leased to the Queensland State Government with 15,000 sqm available for sublease).

Brisbane CBD's total development pipeline (currently under construction) is 190,100 sqm with a current pre-commitment rate of 50%. This will be partially offset by expected withdrawals of stock.

Figure 8: Market Balance, Brisbane CBD Office Market

Source: Jones Lang LaSalle

The demand for space in the Brisbane CBD office market has been weak over the first six months of 2013, with negative net absorption of 71,700 sqm. As a result, vacancy hit a 20-year high of 14.2%. A contributing factor was an increase in sub-lease availability to 2.6% of total stock, which is well above the 0.7% long term average.

The sharp fall in demand was primarily attributable to office rationalisation by the state government and resources sector, two of the largest occupier groups in the Brisbane CBD office market. In the 12 months to June 2013, government departments reduced their office space by 46,900 sqm, based on tenant moves of at least 1,000 sqm.

The mining sector's transition from investment to production phase also significantly contributed to the weaker office demand environment, with demand for project related space slowing. This transition has seen a considerable increase in sublease space from resource and resourcerelated tenants.

Rents

As at Q2/2013, prime grade face office rents in Brisbane CBD averaged \$586 per sqm p.a. in net terms and \$705 per sqm p.a. in gross terms. Net effective rents have declined by 6.3% over the year to Q2/2013 while gross effective rents also declined (by 3.2%).

Over the year to Q2/2013, average incentives for prime grade office space in Brisbane CBD have increased from 23% to 26% (based on a 10-year lease), the highest incentive level since Q4/2003.

Secondary gross effective rents declined by 6.9% over the 2012/13 financial year. With the vacancy rate hitting 17.8% for secondary stock, rental stress is more evident in this sector of the market.

Figure 9: Prime Grade Office Rents, Brisbane CBD Office Market

Source: Jones Lang LaSalle

Yields

The prime yield range for Brisbane CBD has been stable over 2013 at 6.50%-8.00%. Yields firmed marginally in late 2012 at the premium end of the range.

Secondary yields remained static, ranging from 8.25%-9.75% as at Q2/2013. Since the GFC there has been a widening of the yield spread between prime and secondary grade assets. Risk averse investors have sought higher quality assets, leading to greater discounting of secondary assets relative to prime assets. This creates opportunities for secondary assets to be repositioned to take advantage of both yield compression and income growth for higher quality assets.

Figure 10: Prime Grade Office Equivalent Yield, Brisbane CBD Office Market

Source: Jones Lang LaSalle

Prime capital values have risen by a modest 1.3% over the year to Q2/2013, following stronger growth of 6.2% in the 2011/12 financial year.

There have been 13 major office transactions (>= \$5 million) totalling \$1.378 billion in the first six months of 2013, already surpassing the total sales value reported for any of the five previous years. The transactions were dominated by:

• A state government portfolio sale and leaseback of seven CBD assets for an estimated AUD 561.9 billion, purchased by Queensland Investment Corporation: and
• The sale of 480 Queen Street development project for \$543.9 million to DEXUS Property Group and DEXUS Wholesale Property Fund on an equivalent yield of 7.25%.

Figure 11: Office Sales Transactions, Brisbane CBD Office Market

4.3 Outlook

Supply: The development pipeline of office property currently under construction is projected at 190,100 sqm, with major projects not due to complete until late 2015 and 2016.

Demand and vacancy: Demand for office space in Brisbane is expected to be subdued with net absorption of -75,000 in 2013. Vacancy is expected to peak by the end of 2014 at 13.7%. A return to positive net absorption from 2014 together with no new stock until late 2015 should see vacancy decline until the spike in new supply in 2016 leads to a short-term rise. Strong economic growth in Queensland over the five years to December 2017 (averaging 4.1%) should support demand for CBD office space.

Rents: Brisbane is forecast to experience a correction in prime gross effective rents in 2013 of -10.3%. Modest growth averaging 3.7% p.a. is forecast over the following four years. Leasing incentives will remain elevated over 2013 before commencing a modest decline in 2014 and 2015.

Yields: Prime yields are forecast to be relatively stable to 2015 although there is the possibility of moderate softening in the short term given the significant fall in office demand and current slow leasing conditions. Yield compression is expected in the longer term as vacancy declines and the weight of capital places downward pressure on yields, particularly at the prime end.

Capital value: Capital value growth for Brisbane CBD is forecast to be constrained through to 2015 but should see stronger growth in 2016-2018.

5 Perth CBD Office Market

5.1 Market profile

The Perth CBD office market comprises 1.618 million sqm of office space and together with the adjoining West Perth market, comprises in excess of 2 million sqm of centrally located office stock.

The Perth CBD office market experienced very strong growth in the four years to December 2012, growing by 22%. Prior to this period, there had been very limited new supply added to the market between 1993 and 2008.

The Perth CBD has a relatively high proportion of prime grade stock (56.3%) comprising 17% premium grade and 39.2% A-grade. The remaining 43.7% of stock is secondary grade buildings.

The resources sector has been a major driver of the Perth office market, which in turn has driven growth in a range of professional services companies (engineering, accounting, legal etc.) However, the resources sector has come off its peak and there has been an element of downsizing which has released space back onto the market.

Strong investor interest in prime grade and quality secondary assets has come from domestic and offshore investors, including super funds and REITs, who are looking to increase their allocation to the Perth market.

5.2 Market indicators

Supply and Demand

The development pipeline has been strong over the past four years and for the most part, has been matched by strong tenant demand. While there is limited new supply expected to enter the market in the next 18 months, 2015 is shaping as the strongest year in over two decades for new completions, with over 120,000 sqm of space due for completion.

Figure 12: Market Balance, Perth CBD Office Market

Source: Jones Lang LaSalle

The vacancy rate as at Q2/2013 was 7.9%, well above the very tight market conditions in Q1/2012 when vacancy was just 2.0%. Despite the fast rise in vacancy, Perth still has the lowest vacancy rate of all monitored Australian CBD markets. Vacancy is lower in prime grade buildings (6.0%) compared with secondary grade buildings (10.2%).

Over the last 12 months, net absorption has totalled negative 80,900 sqm. With the mining investment cycle past its peak, mining firms and their consultants are adjusting their space requirements as mining projects move to production phase, leading to the rise in sub-lease space in the Perth market in the past 18 months from 4,500sqm to 51,400sqm.

Rents

Prime gross face rents have remained relatively sticky in Perth, mainly due to a 15.3% rise in outgoings over the 2012/13 financial year. Nevertheless, prime gross effective rents decreased by 4.3% in the 12 months to Q2/2013 to average \$784 per sqm p.a. The presence of sub-lease space in the market is generating competition for owners with direct vacancy, which has seen incentives increase from 6.7% in June 2012 to 11.8% in June 2013.

Secondary gross effective rents declined by 3.8% over the last 12 months to average \$561 per sqm p.a.

Figure 13: Prime Grade Office Rents, Perth CBD Office Market

Source: Jones Lang LaSalle

Yields

Investment yields for both prime and secondary assets have remained stable over the last 12 months and as at Q2/2013 prime yields ranged from 7.25% to 8.50% and secondary yields ranged from 8.50% to 9.75%. A number of domestic funds, super funds and offshore investors have looked to increase their allocation to the Perth CBD office market. Yields have firmed by between 50 and 75 basis points since peaking around Q2/2009.

Prime grade capital values declined by 0.9% in the 12 months to Q2/2013 to an average of \$9,977 per sqm, due to falling effective rents and increased vacancy profile.

Figure 14: Prime Grade Office Equivalent Yield, Perth CBD Office Market

Source: Jones Lang LaSalle

The first six months of 2013 has seen a very high level of major investment transactions (higher than any of the previous 10 years). Six major transactions (>= \$5 million) totalling \$1.136 billion included:

• Raine Square, purchased by an unlisted Charter Hall property trust for \$458 million from receivers KordaMentha, reflecting an equivalent yield of 7.27%;
• Allendale Square for \$231 million, reflecting an equivalent yield of 7.88%. Part of a portfolio of seven Australian office properties purchased by the Mirvac Group from an unlisted GE Real Estate property trust;
• Buildings One, Two and Three at Kings Square, with Leighton Properties selling the development portfolio to the unlisted DEXUS property fund DPOF (50%) and the listed DEXUS Property Group (50%) for \$434.8 million. The equivalent yields across the three buildings varied from 7.50% to 8.00%.

Figure 15: Office Sales Transactions, Perth CBD Office Market

5.3 Outlook

Supply: Supply in 2013 and 2014 is expected to be relatively subdued. However, recent pre-commitments in the market have been the catalyst for the next construction cycle. Calendar year 2015 is likely to record the highest amount of new completions in over two decades (at least 122,700 sqm).

Demand and vacancy: Negative net absorption of 40,000 sqm is forecast in 2013. However, a return to positive net absorption is likely in 2014 and beyond. Economic growth in Western Australia is expected to be above the national average over the next five years, which should support positive net absorption in the medium term. Furthermore, some of the pre-commitments in the market (Shell, HBF) are expansion moves, while employees of John Holland have committed to consolidating into the CBD from suburban locations, contributing to positive net absorption.

Vacancy is anticipated to peak in 2015 at 12.2% following the completion of the large amount of new space in that year. Vacancy should progressively fall beyond 2015 as continued growth absorbs vacant space.

Rents: After very strong growth in 2011 and 2012, prime gross effective rents are expected to remain under downward pressure through to 2015 as increased available space enters the market (sub-lease space, new supply and back-fill space). Solid growth in prime gross effective rents should return in 2016-2018.

Yields: Average prime grade yields are expected to remain unchanged in 2013 at 7.88%, reflecting a range of 7.25% to 8.50%. Continued investor demand is expected to lead to modest compression in yields between 2014 and 2016.

Capital values: Capital values are anticipated to decrease by an average of 2.5% p.a. over the next 2½ years before returning to positive territory from 2016.

6 Adelaide CBD Office Market

6.1 Market profile

The Adelaide CBD office market comprises 1.367 million sqm of office space and is clearly the dominant office market in the Adelaide metropolitan area (the Adelaide Fringe market, the next largest, has 216,000 sqm of office stock). Total office stock in the Adelaide CBD has experienced reasonably strong growth in the last 6-7 years, growing by 22% since the end of 2006. Despite the amount of quality new stock entering the market, the Adelaide CBD still has a relatively low proportion of prime grade stock. Only 33.4% of the total stock is classified as prime (comprising 8.7% premium and 24.7% A-grade). Secondary grade buildings account for the remaining 66.6% of stock.

The state government is the major occupier of CBD office stock, accounting for around one quarter of occupied office space. The investment market for prime grade and quality secondary assets is quite broad, including institutional investors, syndicators and private investors. Offshore investors have become active participants in the past decade.

6.2 Market indicators

Supply and Demand

New supply has been quite strong in 2012 and 2013, with a net additional 53,000 sqm of stock added in 2012 and a further 34,000 sqm expected in 2013. Recent major additions to stock include the ATO's Adelaide headquarters in Franklin Street (36,200 sqm) and a speculative development at 70 Franklin Street (18,700 sqm). 80 Grenfell Street, Bendigo and Adelaide Bank's new headquarters, is due to complete in late 2013 (21,000 sqm).

Work recently commenced on the People's Choice Credit Union headquarters at 50 Flinders Street. The 20,000 sqm building is 75% leased to People's Choice and Santos with completion due in 2015.

Demand has been subdued over the last four years, reflecting below trend economic growth in South Australia and modest contraction of some companies over this period. In the 12 months to June 2013, negative net absorption of 1,900 sqm was recorded. With the state government election looming in the new year, enquiry from this sector has declined while the private sector has taken a cautious approach to future accommodation needs.

Australian CBD Office Market Overview: Page 18

The subdued demand environment together with growth in overall stock has seen the vacancy rate increase from a cyclical low of 3.8% in Q3/2008 to 12.7% as at Q2/2013. Vacancy is higher in secondary grade buildings (14.9%)compared with prime grade vacancy (8.4%).

Rents

Prime gross face rents have grown by 1.8% over the 12 months to June 2013 to average \$483 per sqm p.a.. However, incentives have increased from 15% to 18% over the same period, based on a 10 year lease. This has seen prime gross effective rents decline by 2.8% over the last 12 months. There is the prospect of higher incentives over 2013 with the vacancy rate projected to rise through the remainder of the year.

Secondary gross face rents have struggled to achieve positive growth over the past 12 months, increasing by 0.9% to average \$346 per sqm p.a. as at June 2013. With incentives increasing over the past 12 months, gross effective rents have declined by an average of 4%.

Source: Jones Lang LaSalle

Yields

The prime yield range for Adelaide CBD has firmed in the 12 months to June 2013 from 7.50%-9.75% in Q2/2012 to 7.50%-9.25% in Q2/2013. In contrast to the subdued leasing market, investment demand has remained strong, particularly for prime assets with good covenants and long lease terms.

The yield spread to the real bond rate is at near historical highs, making prime grade assets with safe long term returns particularly attractive.

Secondary yields have been stable over the past year and range from 8.75% to 10.50%.

Capital values have grown by an average 6% over the past 12 months, due primarily to improved investor demand for prime grade assets leading to yield compression.

Figure 18: Prime Grade Office Equivalent Yield, Adelaide CBD Office Market

Source: Jones Lang LaSalle

Seven major office transactions (>= \$5 million) were recorded in the last 12 months to June 2013 totalling \$408.1 million. The larger transactions were all purchased by institutional investors. Sales activity in the first six months of 2013 has already surpassed the total value of sales in each of the three previous years.

• In June, Cbus purchased the 20,000 sqm office project at 50 Flinders Street from Commercial and General, who will oversee the construction. The development is pre-committed to People's Choice Credit Union (50%), and Santos (25%).
• 400 King William Street was purchased for \$97.9 million by German fund Real I.S. The sale represented an initial passing yield of 8.21%. The 19,900 sqm prime grade office building was completed in 2009 and is leased to a mixture of government and corporate tenants.
• 45 Pirie Street was purchased by CorVal from the Commonwealth Property Office Fund for \$87.0 million, representing an initial passing yield of 8.69%.

Figure 19: Office Sales Transactions, Adelaide CBD Office Market

6.3 Outlook

Supply: The supply pipeline for Adelaide CBD is expected to slow from 2014 onwards. The main addition to stock will be a 20,000 sqm office building at 50 Flinders Street, which is expected to be completed in 2015. There is the prospect of increased refurbishment activity over the next 24 months, which will result in short-term withdrawal of buildings from the market. Increasing vacancy rates, demand from tenants for modern space which meets the changing office requirements, and a clear investor preference for prime stock all point to an increase in refurbishment activity. Our forecasts anticipate that new stock entering the market between 2014 and 2017 will be reasonably balanced by old stock being withdrawn, either for refurbishment or redevelopment.

Demand and vacancy: Demand for office space in the Adelaide CBD is expected to remain subdued for the remainder of 2013 before a moderate recovery in 2014 and 2015. With further stock due to come onto the market in late 2013 and 2014, vacancy is expected to reach its cyclical peak in late 2014 at around 14% before commencing a slow decline from 2015 onwards.

Rents: Adelaide is in the early downturn phase of the rental cycle. The current high vacancy rate and subdued demand is expected to see incentives move higher, resulting in a further reduction in gross effective rents over the remainder of 2013. Effective rents are expected to remain stable in 2014 before moderate to strong growth in 2015-2017, averaging 5.3% p.a.. Incentives are forecast to rise to 26 months and remain there for 2014 before beginning a slow reduction over the next few years.

Yields: The midpoint prime equivalent yield in the Adelaide CBD is forecast to be relatively stable over the next 18 months at 8.38%, before minor compression in 2015 and 2016.

Capital value: Over the short term to 2015, capital value growth is expected to be muted but remain positive, averaging 2.2% p.a. in the three years to December 2015. Stronger capital value growth is expected beyond 2015 as incentives reduce and stronger effective rental growth returns to the market.

7 Investment case for Australian property

There is a disconnect between the leasing and investment markets in Australia and across the Asia Pacific region. Physical market conditions remain subdued but investment market activity is buoyant, driven by both offshore and domestic investor demand. The volume of funds seeking exposure to Australian property markets from offshore and domestic sources has increased substantially over the past three years.

Key factors supporting investment in Australian office assets include the following:

Australian prime-grade office yields are high relative to other mature markets. In a lowgrowth world, the security of cash flow provided by prime-grade assets, supported by strong lease covenants and relatively high occupancy, is attractive to passive offshore and domestic investors.

Supply-demand imbalance for "trophy" assets - The global portfolio shift to real estate is expected to drive values of the very best premium and A-grade assets. These assets are characterised as:

• Premium or modern A-Grade assets;
• Strong lease covenants and long weighted average lease expiries;
• Modern services; and
• Very high sustainability credentials.

Spreads to inflation-indexed bond rates are close to the widest on record. The current prime office yield to bond rate spread is wide (around 550 basis points compared to the long term average of 400 basis) and not sustainable over time. This is expected to support yield compression over the next few years.

The yield spread between prime and secondary-grade assets has also widened. This provides opportunities for astute investors to re-position secondary-grade assets to take advantage of potential yield compression and income growth available for higher quality assets.

Low cost of debt. Falling interest rates and a return to liquidity in the domestic and offshore corporate bond markets has enabled well-rated investors, such as major A-REITs, to lower their borrowing costs with extended tenure. A reduction in the cost of debt has made commercial property investment more attractive and boosted leveraged returns.

Highly transparent and sophisticated market. Offshore groups are drawn to Australian property assets due to Australia's highly sophisticated and transparent commercial real estate markets. Australia was rated 3rd in the 2012 Jones Lang LaSalle Real Estate Transparency Index survey, behind the US and the UK, out of 97 countries included in the survey.

Disclaimer

Jones Lang LaSalle has prepared this report for the purposes of the PDS. Jones Lang LaSalle was involved only in the preparation of this report and specifically disclaims liability to any person in the event of any omission from, or false or misleading statement included in the PDS, other than in respect of this report.

Neither Jones Lang LaSalle nor any of its associates have any other interests (whether pecuniary or not and whether direct or indirect) or any association or relationships with any of its associates that might reasonably be expected to be or have been capable of influencing Jones Lang LaSalle in providing this report.

Whilst the material contained in the report has been prepared in good faith and with due care by Jones Lang LaSalle, no representations or warranties are made (express or implied) as to the accuracy of the whole or any part of the report.

Jones Lang LaSalle, its officers, employees, subcontractors and agents shall not be liable (except to the extent that liability under statute or by operation of law cannot be excluded) for any loss, liability, damages or expense suffered by any party resulting from their use of this report.

If a projection has been made in respect of future demand, business trends, property prices, rentals and projected take up rates, such a projection is an estimate only and represents only one possible result therefore should at best be regarded as an indicative assessment of possibilities rather than absolute certainties. The process of making forward projections of such key elements involves assumptions about a considerable number of variables that are acutely sensitive to changing conditions and variations, and any one of which may significantly affect the resulting projections. This must be kept in mind whenever such projections are considered.

6. Financial Information

6.1. Overview

The Financial Information contained in this Section has been prepared by the Directors and includes a Pro Forma Balance Sheet and Forecast Financial Information for GDI Property Group comprising:

• Forecast statutory consolidated income statements for the period from Completion to 30 June 2014 and the financial year ending 30 June 2015;
• Forecast consolidated distribution statements for the period from Completion to 30 June 2014 and the financial year ending 30 June 2015;
• Forecast pro forma consolidated income statement and distribution statement for the six months ending 30 June 2014; and
• Pro forma consolidated balance sheet as at Completion.

These statements together are referred to as the "Financial Information".

The Financial Information has been reviewed by Hall Chadwick Corporate (NSW) Limited. Hall Chadwick's Investigating Accountant's Report is provided in Section 11.

The Financial Information has been prepared to reflect the implementation of the Seed Trusts Restructure and the Acquisitions. The Financial Information relates to GDI Property Group, comprising GDI Property Group Limited, GDI Property Trust and their respective controlled entities.

GDI Property Group has not provided any historical financial information for the following reasons:

• With effect from Completion, GDI Property Group will be a newly formed group comprising:
• GDI Property Trust, which will own:
  • Through the Seed Trusts, 233 Castlereagh Street Sydney, 25 Grenfell Street Adelaide and the Mill Green Complex. Through the Rollover Offer, the Seed Investors in the Seed Trusts may elect to receive cash via a redemption of their Seed Trust units, or remain unitholders in GDI Property Trust and receive shares in GDI Property Group Limited, which will be stapled to their Units to form Stapled Securities (with the default option being cash);
  • The Brisbane Property; and
• GDI Property Group Limited, which will own the Funds Business and all of the Management Company Shares. The Funds Business is currently owned by the Partnership. The Partnership and the

Management Companies are currently ultimately controlled by Mr Veale and Mr Gillard;

• The Seed Trusts will become 100% wholly-owned entities which are managed internally, and no fees will be charged by GDI Funds Management Limited as responsible entity of those Seed Trusts (other than expense reimbursement). Accordingly, from Completion, the Seed Trusts will be managed on an entirely different basis from the current management structure for those Seed Trusts. As such, whilst there are certain audited financial statements for the Seed Trusts for some periods, GDI Funds Management Limited considers that historic financial information relating to the Seed Trusts is not material information for the purpose of disclosing the financial position and prospects of GDI Property Group;
• GDI Property Group will have lower Gearing compared with the External Funds (including the Seed Trusts) currently managed by the Funds Business;
• Mill Green Complex was acquired by the Perth Seed Trust in 2011, and shortly thereafter became substantially vacant. Since 2011, approximately \$50.0 million of capital expenditure has been spent on upgrading Mill Green Complex to effectively reposition it, and it has been significantly re-leased, although 1 MIll Street remains vacant. Consequently, the historic performance of the Perth Seed Trust and the Perth Property is not material information for the purpose of disclosing the financial position and prospects of GDI Property Group;
• As part of the Transaction, GDI Property Trust will acquire a new Property, the Brisbane Property, from a third party. GDI Funds Management Limited is not in possession of audited accounts for the Brisbane Property. Furthermore, the historic performance of the Brisbane Property is not material information for the purpose of disclosing the financial position and prospects of GDI Property Group, as it is not an accurate reflection of GDI Property Group's asset management capabilities;
• From a disclosure perspective, the following relevant information is being provided to investors:
• In relation to each of the Properties, the Valuation Reports, summaries of which are included in this Offer Document with the full Valuation Reports available on request; and
• In relation to the Funds Business Acquisition, an Independent Expert's Report has been sought and is included in this Offer Document;
• The Funds Business has earned fees from managing assets which, as a consequence of the implementation of the Transaction, will no longer be earned by the Funds Business from Completion; and

• The Funds Business has earned performance fees from certain funds managed by the Funds Business. Due the inherent uncertainty in forecasting the likelihood of earning performance fees (including the amount of those fees), it is not proposed that any performance fees will be included in the Forecast Financial Information to be included in this Offer Document.

Therefore historic financial information relating to the Funds Business, GDI Funds Management Limited and/ or GDI Property Group Limited is not material information for the purpose of disclosing the financial position and prospects of GDI Property Group, as it will not provide a useful information by which to compare the Pro Forma Balance Sheet and Forecast Financial Information to be included in the Offer Document.

In any event, in relation to the Funds Business:

• The Partnership, the current owner of the Funds Business, does not have audited or reviewed financial statements relating to the Funds Business; and
• Although there are audited financial statements for GDI Funds Management Limited and management accounts for GDI Property Group Limited, that financial information does not recognise any of the assets or income of the Funds Business (because the assets and income of the Funds Business are recognised as belonging to the Partnership).

Investors should be aware it is possible that GDI Property Group could become responsible for liabilities relating to the Seed Trusts or the Funds Business which are not reflected in the Financial Information and which may be required to be satisfied from the assets of GDI Property Trust.

GDI Property Group will operate on a 30 June financial year end, and all figures within this Section are for periods ending 30 June unless otherwise noted. All amounts disclosed in this Section are presented in Australian dollars and in million denominations unless otherwise stated. Rounding of the figures provided in the Financial Information may result in some discrepancies between the sum of components and the totals outlined within the tables and percentage calculations.

Information provided in this Section should be read in conjunction with the sensitivities outlined in Section 6.5, the risk factors outlined in Section 8 and the other information provided in this Offer Document.

6.2. Basis of preparation and presentation of the Financial Information

The Financial Information has been prepared and presented in accordance with the recognition and measurement principles of the Australian Accounting Standards and other mandatory professional reporting requirements in Australia. The significant accounting policies applied in preparation of the Financial Information are set out in Section 6.8. However, the Financial Information is presented in an abbreviated form insofar as it does not include all the disclosures, statements or comparative information as required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act.

6.2.1. Preparation of the Financial Information

The Financial Information is based on the best estimate assumptions set out in Section 6.4. The Directors believe that the Financial Information has been prepared with due care and attention, and consider the best estimate assumptions in Section 6.4 to be reasonable at the time of preparing this Offer Document. Financial Information has been prepared on the basis that the Transaction is completed on Tuesday, 17 December 2013.

Investors should be aware that the timing of actual events and the magnitude of their impact might differ from that assumed in preparing the Financial Information and that any deviation in the assumptions on which the Financial Information is based may have a material positive or negative effect on GDI Property Group's actual financial performance or position. Investors are advised to review the best estimate assumptions set out in Section 6.4, in conjunction with the sensitivity analysis set out in Section 6.5, the risk factors set out in Section 8 and other information set out in this Offer Document.

6.3. Forecast Financial Information and Pro Forma Balance Sheet

6.3.1. Forecast income statement

The table below details the forecast statutory consolidated income statement from Completion to 30 June 2014 and for the financial year ending 30 June 2015 and the forecast pro forma consolidated income statement for the six months ending 30 June 2014.

A reconciliation of the pro forma income statement for the 6 months to 30 June 2014 to the statutory income statement from Completion to 30 June 2014 is at Section 6.7.

Table 6.1: Forecast income statement

(A\$ millions)	Statutory Completion to 30 Jun 14	Pro forma 6 months to 30 Jun 14	Statutory 12 months to 30 Jun 15
Gross Rental Income	33.0	30.7	68.0
Property related expenses	(8.9)	(8.4)	(18.1)
Straight-lining of rental Income	1.9	1.8	2.7
Net Rental Income	26.0	24.1	52.6
External Funds Income	2.4	2.3	4.0
Total Income	28.4	26.4	56.6
Operating costs	(2.4)	(2.2)	(4.9)
Portfolio acquisition and other Transaction costs(1)	(14.1)	0.0	0.0
Earnings before interest and tax (EBIT)	11.9	24.2	51.7
Net interest expense	(4.6)	(4.2)	(8.8)
Net income before tax	7.3	20.0	42.9
Tax	0.0	0.0	0.0
Statutory net income after tax(2)	7.3	20.0	42.9
Number of Stapled Securities (millions)	567.6	567.6	567.6
Earnings per Stapled Security (cents)	1.3	3.5	7.6

Notes:

(1) Portfolio acquisition and other Transaction costs include \$11.7 million of stamp duty and \$2.4 million of other Transaction related costs.

(2) No fair value adjustments have been assumed for the Properties or any other financial instruments during the Forecast Period.

6.3.2. Forecast FFO and distribution statement

FFO represents the Directors' view of earnings in the Forecast Period, being the net profit after tax adjusted for:

• Non-cash items (including straight lining of rental income, amortisation of incentives, property revaluations and mark to market adjustments for derivative financial instruments and financial assets);
• The payment of Guarantees; and
• Portfolio acquisition costs.

The table below provides a reconciliation from the forecast statutory and pro forma net income after tax to FFO and distributable earnings which is represented as percentage of FFO. GDI Property Group will aim to distribute between 85% and 95% of FFO each year. As outlined in the table below, GDI Property Group forecasts a Distribution of 3.5 cents per Stapled Security for the period from Completion to 30 June 2014, and a Distribution of 7.5 cents per Stapled Security for the financial year ending 30 June 2015.

Table 6.2: Forecast FFO and distribution statement

(A\$ millions)	Statutory Completion to 30 Jun 14	Pro forma 6 months to 30 Jun 14	Statutory 12 months to 30 Jun 15
Statutory net income after tax	7.3	20.0	42.9
Portfolio acquisition and other Transaction costs(1)	14.1	0.0	0.0
Cash received from Guarantees	2.1	2.0	4.0
Straight-lining of rental income	(1.9)	(1.8)	(2.7)
Amortisation of incentives	0.3	0.3	2.0
Debt establishment fees	0.0	0.0	0.1
FFO	21.9	20.5	46.3
Number of Stapled Securities (millions)	567.6	567.6	567.6
FFO per Stapled Security (cents)	3.9	3.6	8.2
Payout ratio (%)	90%	90%	92%
Distribution	19.7	19.7	42.6
Number of Stapled Securities (millions)	567.6	567.6	567.6
Distributions per Stapled Security (cents)	3.5	3.5	7.5

Notes:

(1) Portfolio acquisition and other Transaction costs include \$11.7 million of stamp duty and \$2.4 million of other Transaction related costs.

6.3.3. Preparation of the Pro Forma Balance Sheet

The Pro Forma Balance Sheet at Completion is based on the:

• balance sheet of GDI Property Trust at Completion which was registered as a managed investment scheme on 18 November 2013 with a settlement sum of \$100;
• balance sheet of GDI Property Group Limited at completion which was registered as a public company on 5 November 2013 with issued capital of \$2.00; and
• reviewed balance sheets of the Seed Trusts as at 30 September 2013.

The Pro Forma Balance Sheet at Completion has been prepared to reflect the Transaction and certain pro forma adjustments, assuming:

• The Seed Trusts Restructure for \$284.2 million equity and paydown of Seed Trust debt of \$279.7 million;
• The Brisbane Acquisition of 307 Queen Street, Brisbane for \$120.8 million;
• The Funds Business Acquisition for \$18.5 million;
• Portfolio acquisition and other Transaction costs of \$14.1 million, expensed upon settlement of the Offer and comprising of \$11.7 million of stamp duty and \$2.4 million of other Transaction related costs;
• Working capital retained by GDI Property Group of \$5.0 million;
• The drawdown of \$170.4 million in drawn debt, including establishment fees of \$0.4 million; and
• The raising of \$548.9 million of equity, net of equity raising costs payable by GDI Property Group of \$18.7 million under the Offer through the issue of approximately 567.6 million Stapled Securities at a price of \$1.00 per Stapled Security.

The value of the Portfolio is based on the independent valuations described in Section 12. Other adjustments were made to reflect the proposed structure and agreements being entered into.

The Pro Forma Balance Sheet is provided for illustrative purposes only and is not represented as being necessarily indicative of GDI Property Group's future financial position.

6.3.4. Pro Forma Balance Sheet

The table below details the consolidated Pro Forma Balance Sheet as at Completion.

Table 6.3: Pro Forma Balance Sheet

(A\$ millions)	At Completion
Assets
Current Assets
Cash	5.0
Total Current Assets	5.0
Non-Current Assets
Properties(1)	672.1
Tenant incentives and guarantees(2)	10.7
Intangibles(3)	18.0
Other assets	3.5
Total Non-Current Assets	704.3
Total Assets	709.3
Liabilities
Current Liabilities
Non-Current Liabilities
Other liabilities	4.5
Interest bearing liabilities	170.0
Total Non-Current Liabilities	174.5
Total Liabilities	174.5
Net Assets	534.8
Equity
Contributed equity(4)	548.9
Retained earnings(5)	(14.1)
Total Equity	534.8
Number of Stapled Securities (millions)	567.6
NAV per Stapled Security (\$)	0.94
NTA per Stapled Security (\$)	0.91
Gearing (%)	24.0%

Notes:

(1) The Properties which will comprise the Portfolio at Completion. The Properties are recorded at fair value based on the Valuation Reports summarised in Section 12, excluding the value of the Guarantees.

(2) Represents the present value of the expected cash flows to be received by the end of the guarantee periods under the Guarantees and existing tenant lease agreements.

(3) The acquisition of the Funds Business and the Management Companies.

(4) Total equity raised under the Offer, net of \$18.7 million in equity raising costs. (5) Retained earnings reflect Portfolio acquisition and other Transaction related costs expensed.

6.4. Key assumptions

In preparing the Forecast Financial Information, the following best estimate assumptions have been used:

6.4.1. General assumptions

Key general assumptions include:

• The Seed Trusts Restructure and Acquisitions are implemented on Completion;
• CPI is assumed at 2.5% p.a;
• No material acquisitions or disposals (other than those involved in the Seed Trusts Restructure and Acquisitions);
• No material changes in key personnel;

• No material contract disputes or litigation;

• No material change to the legislative regime and regulatory environment in the jurisdictions that GDI Property Group operates;

• No material change in the competitive operating environment;
• All existing leases are enforceable and are performed in accordance with their terms;
• No material changes to accounting standards, other mandatory professional reporting requirements, the Corporations Act or any other relevant foreign equivalent of the Corporations Act;
• No material changes to Australian income tax legislation; and
• No underlying movement in the fair value of the Portfolio or other financial assets including any mark to market movements in relation to the interest rate swaps taken in respect of the debt, as Directors do not believe such movements can be reliably forecast.

6.4.2. Specific assumptions

Rental income:

• Rental income has been forecast on a lettable area basis based on existing lease agreements, signed heads of agreements and assumptions for future occupancy rates, tenant retention and market rentals. Property income comprises Gross Rental Income for office and retail components including car parks, storage, signage and expense recoveries. Forecast lettable area is consistent across the Forecast Period with no additions expected. See Table 6.4: Forecast Portfolio occupancy and Section 6.4 for further details of assumptions for future occupancy rates;
• Rental receipts are assumed to increase according to their underlying lease. The Portfolio has fixed, CPI

and market reviews. Market review rents are based on management forecasts having regard to recent leasing evidence, Valuation Reports, and industry consultation; and

• Rental income has been recognised on a straightline basis over the lease term in accordance with Australian accounting standards.

Re-letting and vacancy:

• Specific assumptions have been made on a lettable area basis including assumed incentives, having regard to current discussions and enquiry with current and prospective tenants. For vacancy and expiries where there is no specific leasing assumption, the following general assumptions have been made:
• Letting up periods have been assumed at three months for retail leases and six months for office leases;
• Retention rates have been assumed at 50%;
• Specific forecast market rental rates per square metre have been applied to the re-let space (after adjusting for letting-up periods and retention rates) based on management forecasts having regard to recent leasing evidence, Valuation Reports, and industry consultation; and
• Leases have been modelled on an effective rent basis with the assumption that future incentives will be structured as a rebate.
• The following table summarises the average occupancy, by Property, based on the above assumptions. The table highlights average occupancy during each of the forecast periods, both including and excluding the impact of Guarantees.

	Including Guarantee(2)		Excluding Guarantee
Property	FY14(3)	FY15	FY14(3)	FY15
Mill Green Complex, Perth(4)	74%	90%	74%	90%
i) 197 St George Terrace	95%	100%	95%	100%
ii) 5 Mill Street	72%	92%	72%	92%
iii) 1 Mill Street	0%	54%	0%	54%
233 Castlereagh Street, Sydney	94%	94%	86%	86%
25 Grenfell Street, Adelaide	93%	98%	94%	98%
307 Queen Street, Brisbane	84%	96%	69%	82%
Portfolio(5)	84%	94%	80%	90%

Table 6.4: Forecast Portfolio occupancy(1)

Notes:

(1) Occupancy is based on total NLA for each Property and calculated as an average over the specified period.

(2) Guarantees are only on 233 Castlereagh Street, Sydney and 307 Queen Street, Brisbane. The Guarantees expire in FY16.

(3) The period from Completion to 30 June 2014.

(4) Calculated as a weighted average occupancy by total NLA of each Building in the Mill Green Complex.

(5) Calculated as a weighted average occupancy by NLA of each Property in the Portfolio on Completion.

The growth in occupancy of 10% from FY14 to FY15 is largely driven by lease up assumptions for 1 Mill Street, 5 Mill Street and 307 Queen Street. See table 6.5 below for sensitivity around lease up assumptions.

Brisbane Acquisition:

• The Brisbane Property is assumed to be purchased by GDI Property Group, at Completion, and at a valuation of \$120.8 million.
• If this acquisition is not completed, there would be, 0.9 cents per Stapled Security and 10.8% reduction in FFO per Stapled Security in FY15.
• For further details in relation to the Option Agreement and Contract for the Sale of Land for the Brisbane Property, refer to Section 14.9.

Incentives:

• GDI Property Group currently has or is forecast to have rent free incentives, cash abatement incentives and upfront cash payments for fit-out incentives.
• Incentives have been modelled on a lettable area basis having regard to the terms of the lease and nature of the incentive.
• All Incentives are amortised over the life of lease through the income statement and then added back for FFO, calculated in accordance with the PCA guidelines.

Property Outgoings:

• Outgoings have been forecast by management on a building-by-building basis having regard to historic all outgoing expenses and Valuation Reports, and are forecast to increase in line with CPI.
• Outgoing recoveries have been forecast on a lettable area basis based on existing lease agreements and signed heads of agreements.

Corporate operating expenses:

• The forecast corporate operating expenses represent management's best estimates of the likely expenses to be incurred based on a combination of external quotes and benchmarks.
• The forecast corporate operating expenses of GDI Property Group include estimates of Directors' fees, management and other salaries, audit fees, legal fees, valuation fees, share registry fees, custodian fees, tax and compliance fees, insurance and other costs which management expect to incur.

Guarantees:

GDI Property Group will obtain Guarantees in respect of the following Properties:

• 233 Castlereagh Street, Sydney: \$3.7 million; and
• 307 Queen Street, Brisbane: \$7.0 million.

The Guarantees will cover vacancies and the payment of existing tenant incentives in relation to certain leases at the Sydney Property and the Brisbane Property. In relation to vacancies the amounts will be paid regardless of whether the identified vacancies are leased. The pay out of existing tenant incentives will be paid under the Guarantees on terms consistent with the terms of the underlying lease. The receipt of these incentives is included in the FFO calculation.

In the case of the Sydney Property, the Guarantee is to be provided by the trustee of the Sydney Guarantee Trust who is responsible for payments of the Guarantee amounts under that Guarantee to GDI Property Group. In the case of the Brisbane Property, the Guarantee amounts will be held in an escrow account for the benefit of GDI Property Group.

Income Tax:

GDI Property Group comprises taxable and "non-taxable" entities. A liability for current and deferred taxation is only recognised in respect of taxable entities that are subject to income and potential capital gains tax.

GDI Property Trust is the Property owning trust and is treated as a trust for Australian tax purposes. Under current Australian income tax legislation, GDI Property Trust is not liable for Australian income tax, including capital gains tax, provided that Stapled Securityholders are presently entitled to the income of GDI Property Trust as determined in accordance with GDI Property Trust's Constitution and provided that GDI Property Trust is not a public trading trust.

GDI Property Group Limited is a company for Australian tax purposes and is subject to income tax. The forecast assumes GDI Property Group will earn negligible taxable income and therefore no tax expense is expected to accrue during the forecast period.

Funds Business:

• Funds Business is acquired for \$18.5 million. See Sections 9.3.1.2 and 14.8 for more information.
• \$75.0 million (in asset value) of new funds are forecast to be established in the period from Completion to 30 June 2014. Additionally, \$100.0 million (in asset value) of new External Funds are forecast to be established in the period from 1 July 2014 to 30 June 2015;
• Forecast fees from establishing, sourcing and managing these new External Funds is consistent with the fee structure outlined in Section 2.2.2;
• No performance fees have been assumed during the forecast period; and
• External Funds No.29 and No.27 are assumed to be sold during the Forecast Period, and disposal fees are expected to be earned upon liquidation.

Capital expenditure:

• Capital expenditure has been forecast across every Property and is based on the analysis performed by GDI Property Group management and the reports of various external consultants; and
• Capital expenditure (excluding fit-out incentives) for the Forecast Period is expected to be \$3.1 million from Completion to June 2014 and \$2.3 million for the 12 months to June 2015.

Debt facility and interest expense:

• GDI Property Group's total Debt Facility is \$200.0 million, excluding a bank guarantee of \$5.0 million. An amount of \$170.4 million is assumed to be drawn on Completion;
• The costs of establishment of the Debt Facility of \$0.4 million are amortised over the term of the debt; and
• It has been assumed GDI Property Group will fix or hedge 60.0% of drawn debt on Completion for at least three years and have a total average cost of drawn debt of 5.2% (inclusive of margin, line fees, hedging arrangements and established fees).

Working capital management:

• A working capital balance of \$5.0 million has been assumed on Completion;
• In addition, GDI Property Group will have access to additional debt capacity up to the facility limit of \$200.0 million. This additional capacity will be used to fund working capital and capital expenditure on the Portfolio; and
• Forecast capital expenditure and assumed tenant fitout incentive payments will be funded by drawdowns from the Debt Facility during the Forecast Period.

Distributions:

• GDI Property Group will declare and pay Distributions semi-annually;
• There is a forecast payout ratio of between 85-95% of FFO;
• The first Distribution is expected to be paid on or around August 2014 in relation to the period from Completion to 30 June 2014; and
• It is expected that approximately 20% of the Distributions in the Forecast Period will be tax deferred.

Offer and other costs of the Transaction:

• Offer and other costs of the Transaction are estimated to be \$19.1 million (including debt establishment fees of \$0.4 million).

Portfolio acquisition costs:

• Portfolio acquisition costs include \$11.7 million of stamp duty and \$2.4 million of other Transaction related costs.

6.5. Sensitivity analysis

The forecast Financial Information is based on a number of estimates and assumptions that are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond the control of GDI Property Group, its Directors and management. These estimates and assumptions are subject to change.

Set out below is a summary of the sensitivity of forecast FFO to certain changes in a number of key variables. The changes in the key variables as set out in the sensitivity analysis are not intended to be indicative of the complete range of variations that may be experienced.

Table 6.5: General sensitivity

			12 months to FY15
(A\$ millions)	Change in assumption	Total FFO	FFO per Stapled Security
Forecast FFO		46.3	0.082
Impact of change from assumption
Change in tenant retention rate(1)	+ / − 50%	46.6 / 45.9	0.082 / 0.081
Change in market rent on new leases(2)	+ / −10%	47.2 / 45.4	0.083 / 0.080
Change in corporate costs(3)	+ / −10%	45.8 / 46.8	0.081 / 0.082
Change in annual interest rate(4)	+ / −0.25%	46.1 / 46.5	0.081 / 0.082
Change in annual new External Funds(5)	+ / − \$50.0 million per annum	47.4 / 45.1	0.083 / 0.080
Change in expected costs of the Transaction(6)	+ / − \$10.0 million	45.9 / 46.6	0.081 / 0.082
Change in lease up assumptions on current vacancies(7)	Additional six month delay in lease up period	43.3	0.076

Notes:

(1) Assumes +/- 50% of all leases which expire during the period will be renewed compared to forecast.

(2) Assumes new leases, and market based rental reviews, will be +/- 10% compared to forecast.

(3) Assumes GDI Property Group corporate costs are +/-10% compared to forecast.

(4) Assumes total cost of debt is +/-0.25% per annum on the unhedged component of the Debt Facility, compared to forecast.

(5) Assumes new External Funds AUM will be +/- \$50.0 million per annum compared to forecast.

(6) Assumes costs associated with the Transaction which may include Offer costs and Portfolio acquisition costs vary.

(7) Assumes an additional six month delay in the commencement of new leases in the Portfolio compared to forecast.

If these lease up assumptions were to be delayed by six months then FFO per Stapled Security would reduce by 0.5 cents and 6.4% in FY15.

The estimated impact of changes in each of the variables has been calculated in isolation from changes in other variables to illustrate the likely impact on the financial forecast. In practice, changes in variables may offset each other or may be cumulative.

6.6. Working capital

The Directors are of the opinion that GDI Property Group will have sufficient working capital to carry out its stated objectives. GDI Property Group is expected to have \$5.0 million in working capital following the Transaction. In addition to this amount, GDI Property Group will have additional undrawn capacity under the Debt Facility of \$29.6 million at Completion.

6.7. Reconciliation of statutory and pro forma Financial Information

The difference between the forecast statutory consolidated income statement and the forecast pro forma consolidated income statement for the period to 30 June 2014 represents the net (profit) / loss incurred from Completion to 31 December 2013 as shown below:

Table 6.6: Reconciliation

(A\$ millions)
Statutory net profit / (loss) after tax	7.3
Add back: Transaction costs	14.1
Less: Net (profit) / loss after tax from Completion to 31 December 2013(1)	(1.4)
Pro forma net profit after tax	20.0

Notes: (1) Prior to transaction costs.

6.8. Significant accounting policies

The preparation of the Forecast Financial Information requires estimates, judgements and assumptions that affect the reported amounts of gross revenues, gross expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Revisions to estimates are recognised in the period in which the estimate is revised and in any future period affected.

The significant accounting policies below apply estimates, judgements and assumptions which could materially affect the financial results or financial position reported in future periods.

6.8.1. Basis of consolidation

The consolidated Financial Information of GDI Property Group incorporates the assets and liabilities of GDI Property Group Limited and its controlled subsidiaries and GDI Property Trust and its controlled entities as at Completion. GDI Property Trust has been identified as the parent entity in relation to the stapling.

Subsidiaries are all entities over which GDI Property Group has power to govern the financial and operating policies. In preparing the Financial Information, all intra-group transactions and balances have been eliminated in full.

Accounting Standard AASB 10 (Consolidated Financial Statements) (AASB 10) applies to reporting periods beginning on or after 1 January 2013 and hence would apply to the financial statements of GDI Property Group. AASB 10 requires an entity that controls one or more entities to present consolidated financial statements.

The presentation of the financial statements of stapled entities, and specifically when it is appropriate to present consolidated financial statements, is currently under consideration by the relevant regulators and accounting bodies.

ASIC has issued a class order permitting existing stapled entities to present consolidated financial statements until the relevant regulator has considered the issue.

6.8.2. Rental income

Rental income from a Property leased out under an operating lease is recognised in the income statement on a straightline basis over the term of the lease. Incentives granted are recognised as an integral part of the total rental income on a straight-line basis. Contingent rents are recorded as income in the periods in which they are earned.

6.8.3. Investment Property

An investment property is a property that is held to earn long term rental yields and/or for capital appreciation. An investment property acquired is initially recorded at its cost at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition. Investment properties are not depreciated.

An investment property is subsequently measured at fair value each reporting period, based on the price at which the property could be exchanged between knowledgeable, willing parties in an arm's length transaction. The fair value of the Portfolio will be determined by the Directors, in accordance with AASB 140 "Investment Property". The Directors' assessment of the fair value of each Property will be periodically confirmed by independent valuations on a rolling basis. In determining fair value, both the capitalisation of net income and the discounted cash flow method are used.

Any gains or losses arising from a change in the fair value of investment property are recognised in the income statement in the period in which they arise.

6.8.4. Derivative financial instruments

GDI Property Group may enter into derivative financial instruments to hedge its exposure to interest rate risk and currency risk from operational, financing and investment activities.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged.

The effective portion of changes in the fair value of cash flow hedges will be recognised directly in equity. The gain or loss relating to any ineffective portion will be recognised immediately in the income statement. Amounts accumulated in equity will be transferred in the income statement in the period when the hedged item will affect profit or loss.

6.8.5. Management fees

Management fees will accrue when they are payable. Management fees from External Funds are typically payable every month in arrears.

6.8.6. Performance fees

Performance fees will accrue when payable. Performance fees from External Funds are typically payable at the time of liquidation of the relevant External Fund, or when the amount of fees are known with certainty.

6.8.7. Borrowings

Borrowings are recognised initially at fair value less any attributable Transaction costs. Subsequent to initial recognition, borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest rate basis. Borrowings are classified as current liabilities unless the entity has an unconditional right to defer settlement of the liability to at least 12 months after the balance sheet date.

Borrowing costs are recognised as expenses using the effective interest rate method, unless they relate to a qualifying asset. A qualifying asset is an asset which generally takes more than 12 months to get ready for its intended use or sale. In these circumstances, the borrowing costs are capitalised to the cost of the asset. Where funds are borrowed by GDI Property Group for the acquisition or construction of a qualifying asset, the borrowing costs are capitalised.

6.8.8. Guarantees and Prepaid Incentives

The Guarantees and Prepaid Incentives are measured as the present value of expected future cash flows under the arrangements with the previous owners. The net unwinding of the financial asset over the period of the Guarantee and Prepaid Incentive is recorded in the income statement.

6.8.9. Income taxes

GDI Property Group comprises taxable and "nontaxable" entities. A liability for current and deferred taxation is only recognised in respect of taxable entities that are subject to income and potential capital gains tax as described below.

GDI Property Trust is the Property owning trust and is treated as a trust for Australian tax purposes. Under current Australian income tax legislation, GDI Property Trust is not liable for Australian income tax, including capital gains tax, provided that Stapled Securityholders are presently entitled to the income of GDI Property Trust as determined in accordance with GDI Property Trust's Constitution and provided that GDI Property Trust is not a public trading trust.

GDI Property Group Limited is a company for Australian tax purposes and is subject to income tax.

Deferred tax is provided on all temporary differences at balance date on the difference between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply when the asset is realised through the continued use or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the balance date.

7. Fees and other costs

7.1. Overview

The Corporations Act requires GDI Funds Management Limited, as responsible entity of GDI Property Trust, to include the following standard consumer advisory warning. The information in the consumer advisory warning is standard across product disclosure statements and is not specific to information on fees and costs in GDI Property Trust.

Unless otherwise stated, all fees in this Section are inclusive of non-recoverable GST and less a full input tax credit or reduced input tax credit, as applicable. For additional information in relation to the taxation implications of an investment in GDI Property Trust, please see Section 13.

7.2. Consumer advisory warning

DID YOU KNOW?

Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns.

For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your final return by up to 20% over a 30 year period

(for example, reduce it from \$100,000 to \$80,000).

You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the fund or your financial adviser.

TO FIND OUT MORE

If you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website (www.moneysmart.asic.gov.au) has a managed investment fee calculator to help you check out different fee options.

7.3. Fees and other costs

The following table shows fees and other costs you may be charged. These fees and costs may be deducted from your money, from the returns on your investment or from the assets of GDI Property Trust as a whole. Taxes are set out in another part of this Offer Document.

You should read all the information about fees and costs because it is important to understand their impact on your investment.

Table 7.1: Fees and costs

Type of fee or cost	Amount(1)	How and when paid
Fees when your money moves in or out of the fund
Establishment fee The fee to open your investment	Nil	Not applicable
Contribution fee(2) The fee on each amount contributed to your investment – either by you or your employer	Nil	Not applicable
Withdrawal fee The fee on each amount you take out of your investment	Nil	Not applicable
Termination fee The fee to close your investment	Nil	Not applicable
Management costs
The fees and costs for managing your investment	GDI Funds Management Limited as responsible entity of GDI Property Trust will not charge any management fees, other than to recover its costs in operating GDI Property Trust. The operating costs(3) of GDI Property Trust are estimated to be 0.1262% per annum of the net asset value of GDI Property Trust i.e. \$63.10 for every \$50,000 invested in Stapled Securities(4).	To be reimbursed from the assets of GDI Property Trust as the costs are incurred by GDI Funds Management Limited as responsible entity of GDI Property Trust.
Offer costs(5)	Estimated at \$18.4 million, i.e. \$1,773.66 for every \$50,000 invested in Stapled Securities(6).	Payable from the proceeds of the Offer to the Lead Manager and to other external service providers at or about the time of Allotment. Refer to Section 6.4.2 and Section 7.5.2 for more information on the fees and expenses of the Offer.
Service fees
Investment switching fee The fee for changing investment options	Nil	Not applicable

Notes:

(1) Including GST, less any reduced input tax credits.

(2) No contribution fee is charged by GDI Funds Management Limited, however if you are applying for Stapled Securities through your broker, you may be required to pay a fee directly to your broker in order to invest.

(3) Operating costs includes amounts paid under the Investment Management Agreement (see Section 14.5), the Resources Agreement (see Section 14.6), compliance related costs, fees and insurance costs of the directors of the Responsible entity, and other costs of operating GDI Property Trust including overheads. (4) This assumes that approximately \$567.6 million is raised under the Offer and the average net assets of GDI Property Trust during 2014 is \$518.7 million.

(5) These costs include an amount payable to advisers as described in Section 7.5.2.

(6) Estimated proportion of Offer costs relating to GDI Property Trust. See also footnote 4.

7.4. Example of annual fees and costs

Tables 7.2 and 7.3 give examples of how the fees and costs in relation to GDI Property Trust can affect your investment over each of the first two years of operation of the fund.

You should use these tables to compare this product with other managed investment products.

Table 7.2: First year after the issue of Stapled Securities

Example		Balance of \$50,000 with a contribution of \$5,000 during year
Contribution Fees	Nil(1)	Not applicable
PLUS Management costs		For every \$50,000 you have in the fund, you will be charged the following amounts in the first year:
Operating costs of GDI Property Trust	0.1262% p.a.	\$63.10
Offer costs	3.55%	\$1,773.66
EQUALS Cost of fund		If you had an investment of \$50,000, and put in \$5,000 during the year, then for that year you will be charged fees of
		\$1,836.76
		What it costs you will depend on whether you apply for Stapled Securities through your broker. See Section 7.5.2.

Notes:

(1) See Note 2 to Table 7.1.

Table 7.3: Second year after the issue of Stapled Securities

Example		Balance of \$50,000 with a contribution of \$5,000 during year
Contribution Fees	Nil(2)	Not applicable
PLUS Management costs		For every \$50,000 you have in the fund, you will be charged the following amounts in the first year:
Operating expenses of GDI Property Trust	0.1262%(3) p.a.	\$63.10
EQUALS Cost of fund		If you had an investment of \$50,000, and put in \$5,000 during the year, then for that year you will be charged fees of \$63.10
		What it costs you will depend on whether you apply for Stapled Securities through your broker. See Section 7.5.2.

Notes:

(2) See Note 2 to Table 7.1.

(3) See "How fees and costs may change" in Section 7.5.3.

7.5. Additional explanation of fees and costs

7.5.1. No management fee, cost recovery only

Under the GDI Property Trust Constitution, GDI Funds Management Limited as responsible entity of GDI Property Trust is entitled to be paid a responsible entity fee equal to its reasonable costs, including all its overheads and amounts payable to other companies in GDI Property Group, in providing its services as responsible entity for which it is not otherwise reimbursed as an expense. This fee is therefore on a cost recovery basis only, and does not include the kind of asset based or performance fees charged by other trusts that are externally managed.

The costs and expenses which make up the cost recovery amount in this fee include fees GDI Funds Management Limited as responsible entity of GDI Property Trust pays under the Investment Management Agreement and the Resources Agreement, and other costs of operating GDI Property Trust.

The fee under the Investment Management Agreement is for the acquisition, disposal and management of the Portfolio of GDI Property Trust and, is also charged on a cost recovery basis by GDI Investment Management Pty Ltd. The amount of the fee is currently estimated to be approximately \$150,000 per annum.

The fee under the Resources Agreement is equal to the actual direct cost of providing resources under that agreement. The services provided will be the provision of staff, systems and premises sufficient for GDI Funds Management Limited as responsible entity of GDI Property Trust to adequately meet its obligations as the holder of an Australian financial services licence, and to operate its business.

See Sections 14.5 and 14.6 for more details of both the Investment Management Agreement and the Resources Agreement.

The other types of operating costs GDI Funds Management Limited as responsible entity of GDI Property Trust will be entitled to recover as part of its responsible entity fee are:

• Fees and insurance costs of the directors of GDI Funds Management Limited as responsible entity of GDI Property Trust;
• Costs of maintaining GDI Property Trust's compliance committee;
• Costs of GDI Property Trust's external advisers, including the Trust's auditors;
• Fees payable to GDI Property Trust's Custodian and Registrar; and
• Other costs of operating GDI Property Trust including overheads.

GDI Funds Management Limited as responsible entity of GDI Property Trust estimates that it will incur total costs and expenses of managing and administering GDI Property Trust of approximately \$654,840 per annum which is equal to 0.1262% of GDI Property Trust's expected average net asset value for the first year after Listing. This amount is included in the management costs stated in Table 7.1. It is an estimate only and the actual expenses incurred by GDI Funds Management Limited as responsible entity of GDI Property Trust may differ.

GDI Funds Management Limited as responsible entity of GDI Property Trust is also authorised under the Trust Constitution to pay or recover any costs and expenses in connection with operating GDI Property Trust that relate to the proper performance of its duties as responsible entity, but only to the extent to which it has not claimed those amounts as part of the above fee.

7.5.2. Offer Costs and distribution fees

The following table sets out the fees and costs expected to be incurred in connection with the Offer and the Seed Trusts Restructure and Acquisitions which are included as "Offer Costs" in Table 7.1, showing the portion of the total amount of those fees and expenses for which GDI Property Trust will be responsible. These amounts will be paid to GDI Property Trust from the proceeds raised under the Offer. Other fees and costs will be met by the stapled company, GDI Property Group Limited.

These costs are one-off in nature and have not been included in the fees and costs for the second year after Listing.

Table 7.4: Offer costs

Type of fee or cost	Expected total	GDI Property Trust's portion
Underwriting and Offer management fees and costs (as described in summary of the Underwriting Agreement in Section 14.10) – expected to be \$12.2 million Advisers' and consultants' fees – expected to be \$8.8 million	\$21.0 million	\$18.4 million
Total fees and costs	\$21.0 million	Expected to be \$18.4 million

These amounts are factored into the Offer Costs in Table 7.1. From the underwriting and Offer management fees, the Lead Manager may pay sub-underwriting fees.

If you apply for Stapled Securities through an adviser, that adviser may require you to pay a handling fee. You will need to contact your adviser to determine the cost of that handling fee.

7.5.3. How fees and costs may change

The amounts charged to recover the costs of operating GDI Property Trust and providing services under the Investment Management Agreement may vary. For example, the allocation of human and other resources in GDI Property Group will depend on whether asset opportunities are being pursued for GDI Property Trust or for launch of a new External Fund. GDI Funds Management Limited may charge more or less than the estimated operating expenses shown in Table 7.2, but any such reallocation of cost burden within the group according to need will not affect Stapled Securityholders' returns.

8. Investment risks

GDI Property Group's business activities are subject to risks which are specific both to its investment in property and its operations, as well as of a general nature. Individually, or in combination, these risks may affect the future operating performance of GDI Property Group and the value of an investment in GDI Property Group.

All investors should note that this Section identifies the Directors' current views on the key risks of an investment in GDI Property Group and is not intended to be exhaustive. Prospective investors should carefully consider the risk factors identified, in addition to the other information in this Offer Document, before deciding to invest in Stapled Securities. Prospective investors should ensure they have sufficient awareness of the risks and have regard to their own investment objectives, financial circumstances and taxation position before deciding to invest.

If you do not understand any part of this Offer Document, or are in doubt as to whether to invest in Stapled Securities or not, it is recommended that you seek professional guidance from your broker, solicitor, accountant or other qualified professional adviser before deciding whether to invest.

8.1. Risks specific to your investment in property

GDI Property Group is an Australian REIT whose principal source of income is derived from owning and managing property assets and therefore it is important to understand risks associated with this asset class. Section 8.1 provides an overview of risks specific to general investment in property.

8.1.1. Property valuations

Valuations ascribed to property will be influenced by a number of ongoing factors including:

• changes in market rental rates;
• fluctuating occupancy levels;
• a downturn in the property market in general;
• pricing of any competing properties;
• tenants defaulting;
• increased competition from new or existing properties;
• increases in supply or falls in demand for property; and
• general economic conditions, such as interest rates and Capitalisation Rates.

The value of, and returns from, the Properties may fluctuate depending on property market conditions. Demand for property may change as investor preferences for particular sectors and asset classes change over time and can be influenced by general economic factors such as interest rates and share market cycles.

Property values may fall, and they may fall quickly, if the underlying assumptions on which the Valuation Reports are based differ in the future. As changes in valuations of the Portfolio are recorded in the income statement, any decreases in value will have a negative impact on the income statement. While a change in valuation will not directly impact FFO and Distributions per Stapled Security, it will impact Gearing which could have a bearing on compliance with Covenants.

The valuations contained in the Valuation Reports reflect the relevant valuers' assessment of the value of the relevant Property as at 1 October 2013. The valuations are subject to a number of assumptions which may not be accurate. Valuations may differ depending on the valuer appointed. A valuation may not reflect the actual price that would be realised if a Property is sold. See Section 12 for more information.

8.1.2. Rental income

Distributions made by GDI Property Group will be largely dependent upon the rents received from its Portfolio, occupancy levels and the level of non-recoverable outgoings. Net Rental Income may be adversely affected by a number of factors, including:

• overall macroeconomic conditions which may give rise to fluctuations in property market conditions;
• local real estate conditions;
• competition from other office owners;
• the financial condition of tenants;
• rental arrears and vacancy periods;
• incentives offered to attract prospective tenants;
• expenses associated with re-leasing the tenancy; and
• external factors including terrorist attacks, significant security incidents, acts of God or a major world event.

All of the above factors may affect the Distributions per Stapled Security and the market price of Stapled Securities.

8.1.3. Property liquidity

Property assets are by their nature illiquid investments. GDI Property Group may not be able to realise the Properties within a short period of time or may not be able to realise Properties at valuation. This may affect GDI Property Group's NTA or Stapled Security price.

8.2. Risks specific to formation of GDI Property Group

These risks relate specifically to the formation of GDI Property Group.

8.2.1. Brisbane Acquisition

The Brisbane Acquisition might not complete. This will have a negative impact on FFO and Distributions per Stapled Security due to lower Net Rental Income and lower Gearing of GDI Property Group. If this was to occur, GDI Property Group would seek to acquire one or more alternative properties.

Additionally, as the Brisbane Property is not currently managed by the Funds Business, the forecast capital expenditure for the Brisbane Property might be higher than expected and this would result in higher Gearing and lower Distributions per Stapled Security.

8.2.2. Stamp Duty on Seed Trusts transfer

GDI Property Group has sought stamp duty concessions on the transfer of the Seed Trusts. In relation to the Perth Seed Trust, GDI Property Group has received an assessment from the Western Australian Office of State Revenue. There is a risk that the Western Australian Office of State Revenue might withdraw, threaten to withdraw or replace that assessment with an alternative assessment which might impose a higher amount of stamp duty than has been anticipated in relation to the Perth Seed Trust as reflected in the Financial Information.

8.2.3. Risks associated with a transition to a listed Stapled group

GDI group's transition to a listed Stapled group structure with an internalised management structure will expose GDI Property Group to the following specific risks:

• Change in corporate governance requirements.

As GDI Property Group will be a listed Stapled group, GDI Property Group will be required to comply with financial reporting and other Corporations Act and Listing Rule requirements applicable to an ASX listed Stapled group as well as ASX corporate governance requirements. An inability by GDI Property Group to adequately manage and resource compliance with these requirements expected in a listed environment, or to properly identify and manage key compliance risks, may have a material adverse impact on GDI Property Group's business from a licensing, regulatory and reputational perspective.

• Skill and size of GDI Property Group management team. GDI Property Group operates with a small efficient management team. Whilst GDI Property Group intends to hire additional personnel, the management team will remain small. The management team will, if the Transaction is implemented, be required in addition to their current workloads to take on substantial additional work to meet the increased regulatory oversight and additional obligations inherent in the management of a listed Stapled group. It is possible that the size and skill level of the management team, at least in the short term, will not be sufficient to effectively discharge all of the additional responsibilities of the new listed Stapled group. If this happens, GDI Property Group and its financial position could be adversely impacted.

8.2.4. Due diligence and ongoing liabilities

As set out in Section 2.2.1, GDI group has been operating the Seed Trusts and the Funds Business. However, as those assets are being acquired for GDI Property Group, due diligence has been undertaken. Notwithstanding this due diligence, it is possible that one or more material adverse issues will not have been identified prior to GDI Property Group's acquisition of the Seed Trusts and/or the Funds Business. In particular, it is possible that the Seed Trusts may have liabilities which would be required to be satisfied from the assets of the Seed Trusts or otherwise by GDI Property Group, which are not reflected in the Financial Information. If a material adverse issue has not been identified prior to GDI Property Group's acquisition of the Seed Trusts and/ or the Funds Business, this could adversely impact the financial performance, position and prospects of GDI Property Group and Distributions per Stapled Security.

As is usual in the conduct of acquisitions, the due diligence process identified a number of risks associated with the Funds Business and the Seed Trusts, which the Stapled Entities, as the intended acquirer, needed to evaluate and/or manage. The mechanisms used by GDI Property Group to manage risks associated with the Funds Business included certain warranties, indemnities and guarantees in the Business Sale and Purchase Agreement. There is a risk that the approach taken by GDI Property Group may be insufficient to mitigate relevant risks and result in a loss to GDI Property Group.

8.3. Risks specific to your investment in GDI Property Group

These risks relate specifically to your investment in GDI Property Group.

8.3.1. Re-leasing and vacancy

There is a risk that GDI Property Group may not be able to negotiate suitable lease extensions with existing tenants or replace outgoing tenants with new tenants on the same terms (if at all) or be able to find new tenants to take over space that is currently unoccupied. Certain vacancies at the Sydney Property and the Brisbane Property are covered by Guarantees. However, in relation to the Perth Property, there are vacancies which are not covered by rent guarantees. In particular, 1 Mill Street is vacant.

GDI Property Group's Net Rental Income may also be negatively impacted by any increases in amounts not recoverable from tenants that might be incurred by GDI Property Group.

Refer to Section 8.1.2 for further detail.

8.3.2. Funding for GDI Property Group

GDI Property Group will rely on external funding sources (debt and equity funding) for its Portfolio. See Section 8.3.13 for details relating to risk of dilution by future equity capital raisings.

GDI Property Group's ability to raise capital from either debt or equity markets on favourable terms for future corporate activity is dependent on a number of factors including:

• the general economic climate;
• the state of debt and equity capital markets; and
• the performance, reputation and financial strength of GDI Property Group.

A lack of or increased cost of capital could impact the funding costs of GDI Property Group and therefore impact Distributions per Stapled Security.

See Section 8.3.10 for details relating to Gearing risks.

8.3.3. Guarantees

The Sydney Property and Brisbane Property have a number of vacancies in respect of which Guarantees will be provided. After the guarantee period in respect of each Guarantee, Net Rental Income may decrease if GDI Property Group is unable to lease the tenancies that were subject to the relevant Guarantee, negatively impacting Distributions per Stapled Security.

8.3.4. Income from the Funds Business

GDI Property Group expects to receive fees from the External Funds. These fees include management fees, disposal fees and other fees. There is a risk that these fees might be materially different to the fees described in the Financial Information set out in Section 6.

There is a risk that GDI Property Group might not be able to establish new External Funds due to limited investment opportunities, and/or limited availability of investor capital. This in turn will negatively impact fees for the Funds Business.

GDI Property Group's ability to raise new equity for future

External Funds may be dependent on its performance managing the External Funds. If the External Funds perform poorly, this may limit GDI Property Group's ability to raise capital for External Funds.

In the circumstances where GDI Property Group funds the payment of costs associated with the proposed acquisition of a property by an External Fund, including due diligence, advisor costs and option fees and the External Fund does not successfully complete the acquisition of the property there is a risk that the monies will not be repaid to GDI Property Group.

All of these factors would have a negative impact on the FFO and Distributions per Stapled Security.

8.3.5. Loss of key management personnel

GDI Property Group operates with a small management team. The loss of key management personnel could cause material disruption to GDI Property Group's activities in the short to medium term and could result in the loss of key relationships and expertise which could have a material adverse impact on its current and future earnings.

Whilst equity incentives to be granted to key management personnel are designed to align their interests with GDI Property Group's future performance, they do not provide a guarantee of their continued employment with GDI Property Group.

The performance rights which are intended to be granted to key management personnel will vest on the attainment of certain performance hurdles. Performance rights which are intended to be granted to other employees will vest on completion of a certain employment period with GDI Property Group. Refer to Section 9.3.2 for more information about the incentive and retention arrangements for key management personnel.

Mr Gillard may terminate his employment contract by giving six months' notice. All other key management personnel can terminate their employment contracts by giving three months' written notice. Refer to Section 9.3.2 for more information about the contract periods for key management personnel.

8.3.6. Office sector concentration

GDI Property Group's performance depends upon the performance of the Australian office market. Further, if any of the sub-markets in Perth, Sydney, Adelaide or Brisbane experience a downturn in activity, GDI Property Group's performance may be adversely impacted by way of lower market rents and/or increased property vacancy which will lead to a reduction in Net Rental Income. See Section 8.1.2 for more information.

8.3.7. Capital expenditure requirements

While GDI Property Group will undertake reasonable due diligence investigations required prior to acquiring Properties, there can be no assurance that Properties will not have defects or deficiencies, or that unforeseen capital expenditure or other costs will not arise.

An increase in capital expenditure may require additional funding, or Property sales, which will reduce FFO per Stapled Security as a result of higher interest expense or due to additional issued Stapled Securities. This in turn will reduce Distributions per Stapled Security. Refer to Section 8.3.13 for further information relation to the risk of dilution by future equity capital raising.

8.3.8. Financial Information and forecasts

Since GDI Property Group will be a new standalone entity there are no historical financial statements or other historical financial information for GDI Property Group presented in this Offer Document. The forwardlooking statements, opinions and estimates provided in this Offer Document, including the Forecast Financial Information provided, rely on various factors many of which are outside the control of the Board or management team, and several assumptions, any of which could be inaccurate or result in material deviations in actual performance from expected results. There can be no guarantee that GDI Property Group will achieve its stated objectives or that any forward looking statements or forecasts will eventuate.

8.3.9. Inability to complete disposals or acquisitions

There is a risk that GDI Property Group will be unable to dispose of and/or acquire properties on appropriate terms, thereby potentially limiting the growth of GDI Property Group. GDI Property Group's failure to deliver or effectively execute its stated strategy including its acquisition and/or disposal of properties or its failure to redefine its strategy to meet changing conditions could result in a decline in the price of Stapled Securities and/ or Distributions paid to Stapled Securityholders. GDI Property Group will endeavour to do all reasonable and necessary due diligence on properties it is intending to acquire, however there is a risk that potential issues are uncovered subsequent to due diligence and that these risks cannot be fully mitigated by the warranties and indemnities in the sale and purchase agreements for those acquisitions. If an unforeseen liability arises in respect of which the purchaser is not able to be indemnified, this may adversely impact GDI Property Group. Distributions per Stapled Security may be adversely affected by future acquisitions and/ or disposals. There can be no assurance that any future acquisitions and/or disposals will enhance the investment returns of Stapled Securityholders.

8.3.10. Gearing

GDI Property Group's expected Gearing is provided in Section 6.3.4 of this Offer Document. Investors should note that GDI Property Group's Gearing could exceed the maximum level of 40% under the Board's Gearing policy from time to time (for example where GDI Property Group uses debt to acquire new properties or the valuation of properties held by GDI Property Group falls).

A higher level of Gearing will magnify the effect on GDI Property Group of any changes in interest rates or changes in value or performance measures. If the level of Gearing increases over the term of the Debt Facility, this may create refinancing risk on GDI Property Group's Debt Facilities.

Additionally, Gearing within the External Funds is higher than for GDI Property Group. This would elevate the risk from declines in Property value for individual External Funds.

8.3.11. Breach of Covenants

Westpac may seek repayment of the Debt Facility prior to expected facility expiry if an event of default occurs which is not remedied. The Debt Facility contains undertakings to maintain certain Covenant LVR and Covenant ICR, and an event of default would occur if GDI Property Group fails to maintain these financial levels. GDI Property Group may need to dispose of Properties for less than their face value, raise additional equity, or reduce or suspend Distributions in order to repay the Debt Facility.

The financial ratios that are expected to be included in the Debt Facility include the following:

• Covenant LVR must not exceed 45.0%; and
• Covenant ICR must be more than 2.00 times.

8.3.12. Interest rate risk

Interest payable on the Debt Facility will depend on the interest rate which is comprised of a base interest rate plus a variable interest rate margin. In order to reduce exposure to the impact of moving interest rates, GDI Property Group will enter into interest rate swaps in respect of approximately 60.0% of the drawn amount of the Debt Facility at Completion. To the extent that after Completion, all or part of the drawn down amount of the Debt Facility is not hedged, GDI Property Group is exposed to movements in variable interest rates on the amounts drawn down but unhedged.

8.3.13. Dilution

Investors may be diluted by future capital raisings by GDI Property Group. Stapled Securities may be issued to finance future acquisitions or pay down debt which may, under certain circumstances, dilute the value of Stapled Securityholders' interests. GDI Property Group will only look to raise equity if it believes that the benefit to investors of acquiring the relevant assets or reducing Gearing is greater than the impact caused by the dilution associated with a capital raising.

8.3.14. Release of Escrow

The Stapled Securities to be issued to the Vendors under the Vendors' Offer and the Stapled Securities to be issued to Mr Gillard, Mr Veale and their associated entities under the Rollover Offer will be subject to Escrow Restrictions. These Escrowed Stapled Securities cannot be disposed of until the end of the Forecast Period (with limited exceptions). In the event that the Vendors or Mr Gillard, Mr Veale and their associated entities decide to sell a significant number of the Escrowed Stapled Securities, at the completion of the Escrow Period (either collectively or individually) the volume of potential Stapled Securities for sale will be significant relative to GDI Property Group's free float. This may have a material adverse effect on the price of Stapled Securities, potentially leading up to, at the time of, and/or post any completed or attempted sell down.

For further details relating to the Escrow Restrictions refer to Section 15.4.

8.3.15. Licensing risk

GDI Funds Management Limited operates under an AFSL, issued by ASIC. Under the Corporations Act, GDI Funds Management Limited must hold an AFSL in order to act as the responsible entity of GDI Property Trust and to engage in, and permit other members of GDI Property Group to engage in, certain activities in relation to the Funds Business. Compliance with the obligations of an AFSL is the responsibility of the licensee. If GDI Funds Management Limited does not meet regulatory requirements, GDI Funds Management Limited may suffer penalties, such as fines, obligations to pay compensation, enforceable undertakings, imposition of (or variations to) licence conditions or, ultimately, the cancellation or suspension of its AFSL. If GDI Funds Management Limited is unable to retain its AFSL, it would be unable to continue as the responsible entity of GDI Property Trust and other members of GDI Property Group would not be able to engage in certain activities required to operate the Funds Business.

8.3.16. Tax

Changes in general taxation law and, in particular, income tax, GST or stamp duty legislation, case law in Australia, rulings and determinations issued by the Australian Commissioner of Taxation or other practices of tax authorities, particularly in regard to property investment, may adversely affect GDI Property Group's performance, position and prospects. Any changes to the tax regime applicable to GDI Property Group may affect GDI Property Group's ability to make Distributions and may adversely affect the tax treatment of Distributions in the hands of Stapled Securityholders, and may adversely affect the tax treatment of the Stapled Entities.

The former federal Labour Government announced that it intended to implement a new system for taxing managed investments trusts (MITs) with effect from 1 July 2014 and, more generally, modernise the taxation of trust income with effect from 1 July 2014. Following a federal election on 7 September 2013, the Coalition formed a new Government. The new Treasurer announced that the new Federal Government will review the unenacted tax measures that were proposed by the former Federal Government. On 6 November 2013, the Treasurer and Assistant Treasurer released a document entitled 'Restoring lntegrity ln The Australian Tax System' ("November Paper"). ln the November Paper, the new Federal Government sets out its position on whether it will proceed with certain announced, but unenacted, tax measures. ln relation to the taxation of trusts, the November Paper does not provide any specific update or position on the proposed rewrite of the taxation of trust provisions. The November Paper does indicate that the new Government proposes to proceed with a new tax regime for MlTs that they have indicated will increase certainty. Accordingly, investors should seek their own advice on the impact of these announcements and monitor their progress.

8.3.17. Environmental issues and contaminations

As with any property, there is a risk that a property in the Portfolio may be contaminated now or in the future. Government environmental authorities may require such contamination be remediated. There is always a residual risk that GDI Property Group may be required to undertake any such remediation at its own cost. Such an event would adversely impact GDI Property Group's financial performance.

In addition, environmental laws impose penalties for environmental damage and contamination, which can be material in size. Exposure to hazardous substance at a Property within the Portfolio could result in personal injury claims. Such a claim could prove greater than the value of the contaminated Property.

Due to the time period in which the Perth Property, the Sydney Property, the Adelaide Property and the Brisbane Property were originally constructed, there is asbestos containing materials within certain areas. Although GDI Property Group manages all asbestos containing materials in accordance with legislative requirements and industry best practice, there is a risk that these materials will need to be removed in the future as opposed to being monitored and contained. This may increase the capital expenditure requirements of GDI Property Group and potentially decrease the Distribution per Stapled Security. An environmental issue may also result in interruptions to the operations of any Property in the Portfolio, including loss as a result of closure. Any loss of Net Rental Income may not be recoverable.

In addition to the carbon tax and the national greenhouse and energy reporting legislation, GDI Property Group and the operations of the tenants in the Properties are subject to government environmental legislation. While environmental issues are continually monitored, there is no assurance that GDI Property Group's operations or those of a tenant of the Property in the Portfolio will not be affected by an environmental incident or subject to environmental liabilities.

8.3.18. Insurance

GDI Property Group will carry a range of insurance products.

However, there are certain events for which GDI Property Group will not maintain insurance cover. These events may include, but are not limited to:

• acts of war or political instability; and
• catastrophic events such as floods (cover is limited up to \$1,000,000).

If any of GDI Property Group's Properties are damaged or destroyed by an event for which GDI Property Group does not have insurance coverage, GDI Property Group could incur a capital loss and lose Net Rental Income which could reduce Distributions per Stapled Security.

Dependent on the type of coverage, GDI Property Group may have to incur an excess prior to any payment by the insurer or pay for any difference between the full replacement cost and insured amount. GDI Property Group may also incur increases to its insurance premium applicable to other areas of cover as a result of the event.

GDI Property Group may not be able to recover under its insurance if the company or companies providing the insurance (or any reinsurance) are under financial distress or fail.

8.3.19. Litigation risk

GDI Property Group may be the subject of complaints from or litigation by Stapled Securityholders, investors in External Funds, tenants, government agencies or other third parties. As an AFSL holder GDI Funds Management Limited is obliged to have in place internal processes and controls, as well as compensation arrangements, with professional indemnity insurance being the primary mechanism for providing compensation. While GDI Funds Management Limited has in place professional indemnity insurance, certain events may not be covered by professional indemnity insurance, or the claims incurred may be in excess of the insured amount.

In addition, if GDI Property Group breaches the law, this may result in a fine or penalty or, in a serious case, the loss of GDI Funds Management Limited's AFSL. Such matters may have a material adverse effect on

GDI Property Group's reputation, divert its financial and management resources from more beneficial uses, and/or have a material adverse effect on GDI Property Group's future financial performance or position. GDI Property Group is not aware of any uninsured claims or legal proceedings of a material nature against GDI Property Group.

8.3.20. Occupational Health and Safety

There is a risk that liability arising from occupational health and safety matters at a Property may be attributable to GDI Property Group as the landlord instead of, or as well as, the tenant. To the extent that any liabilities may be borne by GDI Property Group, this may impact the financial position and performance of GDI Property Group (to the extent not covered by insurance). In addition, penalties may be imposed upon GDI Property Group, which may have an adverse impact on GDI Property Group.

8.3.21. Insolvency

In the event of any liquidation or winding up of GDI Property Group, the claims of GDI Property Group's creditors will rank ahead of those of its Stapled Securityholders. Under such circumstances GDI Property Group will first repay or discharge all claims of its creditors.

Any surplus assets will then be distributed to GDI Property Group's Stapled Securityholders. All Stapled Securityholders will rank equally in their claim and will be entitled to an equal share per Stapled Security.

8.4. General risks

These risks are typically common of most investments.

8.4.1. Price of Stapled Securities

The price of the Stapled Securities in GDI Property Group quoted on ASX may fluctuate, resulting in the Stapled Securities trading at prices below or above the Offer Price. These fluctuations may be due to a number of factors including:

• changes to general economic conditions in Australia and abroad including inflation, interest rates and exchange rates;
• demand for property securities both domestically and internationally;
• changes in government policy, legislation and regulations;
• inclusion or removal from major market indices; and
• general and operational business risks.

Consequently, the trading price of GDI Property Group may be influenced by factors non-specific to GDI Property Group and out of GDI Property Group's control. These fluctuations could have materially adverse effects on the trading performance of the Stapled Securities.

No assurances can be made that the performance of the Stapled Securities will not be adversely affected by such market fluctuations or factors. None of GDI Property Group, its Directors or any other person guarantees the performance of the Stapled Securities.

8.4.2. Trading of Stapled Securities

GDI Property Group has no trading history on public markets prior to the Offer. Consequently, following Listing on ASX there is no guarantee that an active trading market will develop for the Stapled Securities. Liquidity of the Stapled Securities will be dependent on the volume of relative buyers and sellers in the secondary market at any given time. Additionally, large Stapled Securityholders choosing to trade out of their positions at discounts to prevailing market prices may also affect the market.

Increased trading price volatility may occur as a result of any of these factors with the outcome being that Stapled Securityholders selling their Stapled Securities into the public markets may receive a sale price that is less than the price they paid for those Stapled Securities.

8.4.3. Law, regulatory and policy changes

Changes in law, government legislation, regulation and policy in a jurisdiction in which GDI Property Group operates may adversely affect the value of the Portfolio and/or GDI Property Group's future Distributions per Stapled Security and the value of the Stapled Securities quoted on ASX.

8.4.4. Accounting standards

The Australian Accounting Standards to which GDI Property Group adheres are set by the Australian Accounting Standards Board ("AASB") and are consequently out of the control of GDI Property Group and its Directors. Changes to accounting standards issued by AASB or changes to the commonly held views on the application of those standards could materially adversely affect the financial performance and position reported in GDI Property Group's financial statements.

9. Corporate governance

9.1. Composition of the Board and Management

9.1.1. Board

Consistent with ASX Guidelines, the Board is comprised of a majority of Directors who are independent being three non-executive independent Directors including the chairman, one non-executive non-independent Director, and one executive Director. The Directors of GDI Property Group bring to the Board relevant expertise and skills, including industry and business knowledge, financial management and corporate governance experience. The following table provides information regarding the Directors, such as their position, date of joining the Board and experience.

Table 9.1: Overview of Board

Director	Position	Joined Board	Experience, qualifications and expertise	Independence
Graham Kelly (Age: 66)	Non executive Chairman	2013	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. Mr Kelly has chaired several listed entities including the Tishman Speyer Office Fund and Centrebet International Limited. He is also a Governor of the Centenary Institute for Cancer Medicine and Cell Biology, as well as being a director of a number of unlisted companies. Mr Kelly was previously the chairman of, among other listed companies, TAB Limited, Recruitment Solutions Limited and Colonial First State Private Capital Limited, a director of the State Bank of NSW (later Colonial State	Independent
			Bank) and a Trustee of the Commonwealth and Public Sector Superannuation Schemes.
			From 2005 to 2008, Mr Kelly held appointment as the Inspector of the Independent Commission Against Corruption (NSW). Mr Kelly was previously a Partner of Freehills, specialising in corporate and Government law. He was Managing Partner of the Sydney office from 1991-1995 and also national chairman of

the firm from 1993-1995.

Director	Position	Joined Board	Experience, qualifications and expertise	Independence
Steven Gillard (Age: 48)	Managing Director	2005	Mr Gillard has had over 30 years' experience in property related industries. Mr Gillard has spent over 11 years working for major agency firms in property management, subsequently specialising in investment sales and development site sales for Colliers International and DTZ.	Non independent
			In 1991, Mr Gillard moved to the financial markets where he spent seven years as a senior analyst for international stockbroking firms, specifically in the property and tourism sectors. Mr Gillard completed many major property and tourism related capital raisings during this period. For the next seven years Mr Gillard advised ASX and unlisted companies on the acquisition and sale of property and related businesses. Since Mr Gillard joined GDI group in 2005, assets under management has grown from \$70 million to \$700 million.
			As at the Offer Document Date, Mr Gillard is a 50% owner and Director of the Management Companies. Mr Gillard will sell his interests in the Management Companies through the Funds Business Acquisition.
Anthony Veale (Age: 57)	Non executive Director	2003	Mr Veale has 36 years' experience in the property industry, of which 33 years has been in Australia. For 16 years Mr Veale held directorships in various major real estate agencies, where he focused on sales of major shopping centres and office investments.	Non independent
			In 1993, Mr Veale jointly established Grosvenor Project Marketing (with a third party no longer associated with GDI group) now known as GDI group, a private equity house for value-add property investments. Mr Veale has been instrumental in launching 36 investment property funds and projects with a total value in excess of \$1.25 billion. Mr Veale has established a highly respected and long-standing performance track record in managing successful property investments.
			As at the Offer Document Date, Mr Veale is a 50% owner and Director of the Management Companies. Mr Veale will sell his interests in the Management Companies through the Funds Business Acquisition.

Director	Position	Joined Board	Experience, qualifications and expertise	Independence
Gina Anderson Non (Age: 54) executive Director	2013	is currently an Advisory Board Member of Institute for Global Health.	Ms Anderson brings 12 years of experience as a director serving in both non-executive and executive director capacities. Ms Anderson the Australian Charities and Not-For-Profits Commission, Chair of Women's Community Shelters Limited, and a Director of The George	Independent
			Ms Anderson is a senior professional with diverse experience in an ASX Top 10 public company, large private company and non profit organisation, having held chief executive, corporate affairs, stakeholder engagement, communications, project management and human resources roles. Whilst leading an industry association, she successfully led advocacy and lobbying efforts resulting in highly successful legislative outcomes for that industry.
			Ms Anderson has established strong professional, business, government and community links. Ms Anderson's professional profile includes an entry in Australia's Who's Who and participation in the 2008 Australia 2020 Summit. Ms Anderson is regularly invited as a speaker both in Australia and internationally.
Les Towell (Age: 63)	Non executive Director	2003	Mr Towell has over 45 years' experience in the financial services industry, specialising in compliance, trustee services and private company directorships. Mr Towell worked for Perpetual Limited for approximately 28 years, holding positions including State General Manager Western Australia, Chief Executive Officer Personal Trusts and Deputy Group General Manager.	Independent
			Mr Towell has been an independent non executive Director of GDI Funds Management Limited (in its personal capacity and as trustee of any trust) since 2003 and GDI Investment Management Pty Ltd for 15 years.

9.1.2. Management

Table 9.2: Overview of management

Director	Position	Background
Steven Gillard (Age: 48)	Managing Director	Refer to Section 9.1.1.
David Williams (Age: 42)	Chief Financial Officer and Joint Company Secretary	Mr Williams has over 20 years' experience in the accounting, banking and real estate funds management industries, most recently as Director, Corporate Finance at Patersons Securities Limited and previously as Director, Investment Banking at Bank of America Merrill Lynch. Mr Williams holds a Bachelor of Laws, Bachelor of Commerce degree and is a Member of the Institute of Chartered Accountants.
John Garland (Age: 47)	Head of Property	Mr Garland has over 25 years' experience in the property industry and joined GDI group in 2008. Prior to this, Mr Garland spent 11 years as general manager of a private property investment company focusing primarily on value-add style commercial and industrial property investments. Mr Garland has extensive experience in acquisition, purchase due diligence, asset management, development and sales in projects ranging from \$10 million to \$350 million. Previously, Mr Garland held senior management and leasing roles with large commercial real estate firms working with both private and institutional clients.
Paul Malek (Age: 46)	Asset Management and Joint Company Secretary	Mr Malek has over 26 years' experience in the financial services industry with both bank and non-bank financial institutions specialising in funding for commercial real estate with private and institutional clients. In addition to arranging GDI group's funding requirements, Mr Malek also has extensive experience in asset management and is responsible for managing the Mill Green Complex.

9.2. Board roles and responsibilities

The Board will be accountable to Stapled Securityholders and have the overall responsibility of GDI Property Group's corporate governance, including:

• setting and reviewing the strategic direction of GDI Property Group;
• overseeing the effective management and control of GDI Property Group (including the composition, performance and remuneration of the management team);
• approving and monitoring key budgets, business plans, financial statements and financial policies;
• approving all material transactions;
• establishing, promoting and maintaining proper processes and controls to maintain the integrity of financial accounting, financial records and reporting;
• establishing, overseeing and regularly reviewing written policies, codes and procedures governing compliance and risk oversight and management;
• determining and adopting GDI Property Group's Distribution policy; and
• compliance with the Constitutions, the Compliance Plan, and other legal and regulatory requirements.

The Board charter adopts ASX corporate governance principles, and sets out the role and responsibility of the Board, which responsibilities are delegated to committees of the Board or to management, as well as the membership and the operation of the Board. A copy of the Board charter is available on GDI Property Group's website www.gdi.com.au.

9.3. Interests of Directors and management

9.3.1. Interests of current Directors

Mr Gillard, Mr Veale and their related parties are expected to receive the following benefits in connection with the Transaction:

9.3.1.1. Participation in the Rollover Offer

Mr Gillard and Mr Veale (and their controlled entities) own 26.8 million units in the Seed Trusts. As Seed Investors, Mr Gillard and Mr Veale will be entitled to receive Stapled Securities pursuant to the Rollover Offer on the same basis as all other Seed Investors. Mr Gillard and Mr Veale intend to make a Continuing Election in relation to their units in the Perth Seed Trust and an Exit Election in relation to their units in the Sydney Seed Trust and Adelaide Seed Trust. On that basis, Mr Gillard (and his controlled entities) will be entitled to 20.0 million Stapled Securities and Mr Veale (and his controlled entities) will be entitled to 21.0 million Stapled Securities.

All Stapled Securities issued to Mr Gillard and Mr Veale (and their controlled entities) will be subject to the Escrow Restrictions. For further details about the Escrow Restrictions, see Section 15.4.

9.3.1.2. Fees and Funds Business Acquisition

Under the investment management agreements and Seed Trust Deeds currently in place for the Adelaide Seed Trust and the Perth Seed Trust, the trustee of the Adelaide Seed Trust and the trustee of the Perth Seed Trust are required to pay a performance fee of \$1,182,471 and a disposal fee of \$6,640,000 in relation to the Perth Seed Trust and a performance fee of \$3,717,069 and a disposal fee of \$2,180,000 in relation to the Adelaide Seed Trust to the Current Manager. The Current Manager is currently owned by Mr Gillard and Mr Veale and their controlled entities and will be sold to GDI Property Group as part of the Funds Business Acquisition (see Sections 14.8 and 15.3.2). As such, Mr Gillard and Mr Veale will receive the benefit of the performance fees and disposal fees. Mr Gillard and Mr Veale will also receive the benefit of the consideration for sale of the Funds Business under the Funds Business Acquisition being (in aggregate) \$18.5 million.

The Current Manager is also owed up to \$5.8 million in unpaid fees which have crystallised. These unpaid fees will be paid in cash prior to Completion to Mr Gillard and Mr Veale through their controlled entities.

The performance fees and disposal fees will be paid in cash. Mr Gillard and Mr Veale (and their controlled entities) have agreed that the Funds Business Acquisition consideration will be satisfied by the issue of 18.5 million Stapled Securities under the Vendors' Offer. All Stapled Securities issued under the Vendors' Offer will be subject to Escrow Restrictions. For further details about the Escrow Restrictions, see Section 15.4.

Present calculations indicate that none of the Directors, executives (or their associates) would be issued Stapled Securities which would represent more than 10.7% of the issued capital of GDI Property Group following GDI Property Group's Listing on ASX.

Having regard to:

• the fact that the payment by the Company for the Funds Business Acquisition constitutes a related party benefit for the purposes of section 208 of the Corporations Act; and
• the ultimate ownership of the Funds Business and the Vendors by Mr Gillard and Mr Veale and their entitlement to receive various fees paid by the Seed Trustees which arise as part of the Transaction,

it was decided to obtain an Independent Expert's Report in relation to these transactions and the benefits being provided.

The Independent Expert has concluded that the consideration to be paid under the Funds Business Acquisition and the amounts being paid as

performance, disposal and other fees (described in Section 9.3.1.2) is on arms length terms and fair and reasonable to Stapled Securityholders, not associated with the Vendors.

The Independent Expert's Report is included in the Appendix to this Offer Document.

9.3.1.3. Consultancy Deed

Mr Veale will enter into a consultancy deed with GDI Funds Management Limited to act as a responsible manager and key person under GDI Funds Management Limited's AFSL. Mr Veale will not receive any fees for providing these services.

9.3.1.4. Association between External Funds, Mr Veale and Mr Gillard

One of the External Funds, GDI Income Property Fund No.28 ("GDI No.28"), is currently jointly owned by associates of Mr Gillard and Mr Veale. GDI Investment Management Pty Ltd will provide administration services to the trustee of GDI No.28. Under the administration services agreement for GDI No.28, the administration services fee will be \$75,000 per annum with an annual CPI increase, charged monthly in arrears.

GDI Investment Management Pty Ltd will also provide administrative services in relation to three assets owned by Mr Veale which are not held in any of the External Funds. The fee for these administration services under the administrative services agreement will be 0.65% per annum of the value of each asset, charged monthly in arrears.

9.3.1.5. Brisbane Acquisition

Entities controlled by Mr Gillard and Mr Veale have paid an option fee of \$500,000 and may be required to pay a deposit of up to \$6,040,731 to secure the opportunity to acquire the Brisbane Property. They have also paid due diligence and legal expenses relating to this opportunity which are expected to total \$200,000. No interest is being charged on this amount. The amounts paid by these entities relating to the Brisbane Acquisition will be reimbursed by GDI Funds Management Limited, if the Brisbane Acquisition completes. If the Brisbane Acquisition does not complete, these amounts will not be reimbursed.

9.3.1.6. Costs of Offer

Offer costs have been borne to date by the Vendors. If the Offer completes, the Vendors will be reimbursed for the amounts they have paid, currently expected to be up to \$2.5 million. If the Offer is withdrawn or otherwise does not complete, the Vendors will not be reimbursed for these costs.

9.3.2. Directors' remuneration and related arrangements

Managing Director

Mr Gillard will be employed by GDI Investment Management Pty Ltd in the position of Managing Director of GDI Property Group. Mr Gillard will receive an annual fixed remuneration of \$765,000 (inclusive of superannuation). Mr Gillard will also be eligible to participate in GDI Property Group's performance rights plan (subject to any Stapled Securityholder approvals required). For further details about GDI Property Group's performance rights plan refer to Section 9.3.2. Mr Gillard will not be issued any performance rights under the performance rights plan until and unless Stapled Securityholders approve the issuance of those performance rights.

Mr Gillard may terminate the employment contract at any time by giving 6 months' notice in writing. However, Mr Gillard has agreed not to terminate his employment contract before December 2016. GDI Investment Management Pty Ltd may terminate the employment contract for any reason, by giving 12 month's written notice to Mr Gillard or, alternatively payment in lieu of notice. This termination benefit will be approved for the purposes of section 200E of the Corporations Act by the current shareholders of GDI Investment Management Pty Ltd prior to Listing. In the event of willful negligence or serious misconduct, GDI Investment Management Pty Ltd may terminate Mr Gillard's employment contract immediately by notice in writing and without payment.

Upon the termination of Mr Gillard's employment contract, he will be subject to a restraint period of six months, during which time GDI Investment Management Pty Ltd will not pay him any remuneration other than as described above. The enforceability of the restraint clause is subject to all usual legal requirements.

Other key management personnel

GDI Property Group's other key management personnel are employed under individual executive service agreements.

Key components of these executive service agreements include:

• total compensation, which includes for employees, an annual remuneration package on a total cost to company basis (including superannuation contributions to a complying fund nominated by the employee);
• eligibility to participate in GDI Property Group's performance rights plan – for further details about GDI Property Group's performance rights plan, refer to Section 9.3.2;

• a three month written notice period for termination of employment;

• non-competition and non-solicitation undertakings by the employees in Australia and a period of restraint of three months;

• confidentiality provisions; and
• leave entitlements of 20 working days paid annual leave per year of service, and long service leave in accordance with applicable legislation of the State set out in the executive service agreement. On leaving GDI Property Group, the executives are entitled to be paid accrued annual leave and long service leave in accordance with the applicable legislation.

Mr Williams is currently a consultant with GDI Investment Management Pty Ltd, under the terms of a consultancy services agreement entered into on 2 April 2013. In this capacity he has provided consultancy services to GDI Funds Management Limited and GDI Property Group Limited in relation to the Offer and has been paid, or will be paid, a total fee of approximately \$380,000 (excluding GST). If the Offer completes Mr Williams' consultancy will terminate and he will become an employee of GDI Investment Management Pty Ltd under an executive service agreement on terms consistent with the terms described above. As an employee of GDI Investment Management Pty Ltd, Mr Williams will also be entitled to participate in GDI Property Group's proposed performance rights plans described below.

Non-Executive Director remuneration

Under the GDI Property Group Limited Constitution, any increase in Non-Executive Director fees which brings the total amount of Non-Executive Directors' remuneration to exceed \$3,000,000 must be approved by Stapled Securityholders. The sum is to be divided among the Directors in any proportions as the Directors determine or in default of agreement, among them equally. Under the Listing Rules, the total amount paid to all Non-Executive Directors for their services must not exceed in aggregate in any financial year the amount fixed by the Stapled Entities in general meeting. This amount has currently been fixed by GDI Property Group Limited at \$3,000,000 for each financial year commencing on or after 30 June 2013.

Annual Directors' fees currently agreed to be paid by the Stapled Entities are \$150,000 to the Chairman (Mr Kelly), and \$75,000 to each of the other Non-Executive Directors. The chairperson of the Audit & Risk and the Remuneration Committees will not be paid any additional fees for performing these roles. Ordinary committee members will not receive additional remuneration for serving on these committees. The remuneration of the managing director or an executive director of GDI Property Group Limited must not include a commission on, or a percentage of operating revenue. All Directors' fees are inclusive of 9.25% superannuation.

Deeds of indemnity, insurance and access for Directors

GDI Funds Management Limited (in its capacity as proposed responsible entity of GDI Property Trust) and GDI Property Group Limited entered into deeds of indemnity, insurance and access with each Director which contains rights of access to certain books and records of GDI Property Group for a period of seven years after the Director ceases to hold office. This seven year period can be extended where certain proceedings or investigations commence before the seven year period expires.

In respect of the indemnity of the Directors, each of GDI Funds Management Limited (in its capacity as proposed responsible entity of GDI Property Trust) and GDI Property Group Limited is permitted, pursuant to the Constitutions, to indemnify all Directors and officers against all liabilities allowed under law. Under the deed of indemnity, insurance and access, each of GDI Funds Management Limited (in its capacity as proposed responsible entity of GDI Property Trust) and GDI Property Group Limited indemnifies the director against liabilities in connection with a directors' act and legal costs in conducting or defending relevant actions to the extent permitted by law and to the extent to which the director is not indemnified by a third party.

In respect of insurance being obtained on behalf of the Directors, each of GDI Funds Management Limited (in its capacity as proposed responsible entity of GDI Property Trust) and GDI Property Group Limited must use reasonable endeavours to maintain directors' and officers' insurance for its Directors which contain the kinds of terms, conditions, exclusions and additional cover commonly included in a directors and officers' insurance policy in Australia. Under the deed of indemnity, insurance and access, each of GDI Funds Management Limited (in its capacity as proposed responsible entity of GDI Property Trust) and GDI Property Group Limited must obtain such insurance during each Director's period of office and for a period of seven years after a Director ceases to hold office. This seven year period can be extended where certain proceedings or investigations commence before the seven year period expires.

Performance rights plan

Subject to receiving any required regulatory approvals GDI Property Group intends to establish a performance rights plan after Completion under which it is intended that an executive director or employee of GDI Property Group may be offered performance rights representing an entitlement to acquire Stapled Securities, subject to meeting certain performance conditions as determined by the Board and subject to the receipt of Stapled Securityholder approval (if required). The performance rights and Stapled Securities allocated under the performance rights plan are intended to be allocated free of charge provided that the relevant performance conditions are met.

Performance conditions relating to executives participating in the performance rights plan are intended to relate to a variety of matters including the performance of GDI Property Group against its peers.

During its first year after Completion, GDI Property Group intends to offer performance rights to people who were employed by a member of GDI Property Group at the time the performance rights plan is established. The sole performance condition attached to these performance rights is intended to be that the employee remains employed by a member of GDI Property Group for three years from Completion. It is intended that no more than 1.5 million performance rights will be issued under this offer of performance rights. Mr Gillard will not participate in this offer of performance rights.

ASIC has granted class order relief from certain disclosure and licensing provisions of the Corporations Act for certain offers involving shares made to full time or part time employees under an employee share scheme. It also provides conditional relief from the advertising, hawking and managed investment provisions for some employee share schemes. There are a number of conditions which must be met before an entity may rely on this class order relief. These conditions include that only shares are being offered under the employee share scheme and that the entity offering the employee share scheme has been continuously listed for 12 months.

As such, GDI Property Group intends to apply to ASIC for technical relief after Listing (if required) to:

• enable GDI Property Group to allocate Stapled Securities (rather than only Shares) under the performance rights plan; and
• enable GDI Property Group to allocate performance rights under the performance rights plan earlier than 12 months after the date of Listing.

Other information

Directors may be reimbursed for travel and other expenses incurred in attending to their respective company's affairs.

Directors of GDI Funds Management Limited may be paid such additional or special remuneration as the Directors decide is appropriate where a Director performs extra work or services which are not in the capacity as a Director of GDI Funds Management Limited or GDI Property Group Limited or a subsidiary.

The Board recognises the importance of good corporate governance and is committed to complying with high standards in corporate governance. This will be achieved through the high quality and experienced Board determining appropriate governance arrangements for GDI Property Group and continually monitoring those arrangements.

The Board will have policies to ensure that GDI Property

Group has met all applicable standards of disclosure pursuant to the Listing Rules. GDI Property Group will include on its website details of its corporate governance regime and a corporate governance statement will be included in GDI Property Group's annual report. The key elements of GDI Property Group's governance are set out below.

9.4. ASX Corporate Governance Principles

The corporate governance framework for the Board is underpinned by ASX Guidelines. Listed entities are required to disclose in their annual reports the extent of their compliance with ASX Guidelines and to explain why they have not adopted an ASX Guideline if they consider it to be inappropriate to do so in their particular circumstances. GDI Property Group intends on Listing, to comply with all the ASX Corporate Governance Principles, as set out in its corporate governance statement which is available on GDI Property Group's website (www.gdi.com.au).

9.5. Board Committees

The Board has formally established an Audit, Risk and Compliance Committee and a Nomination and Remuneration Committee. Each committee is responsible for reviewing and authorising policies and strategies with each committee's respective terms of reference and governed by a charter. The committees will examine proposals and provide advice to the Board with regard to the effectiveness of their respective programs, but will not act on behalf of the Board without a specific mandate to do so. The key roles and responsibilities of each committee are outlined below. A copy of the relevant charters is available at GDI Property Group's website (www.gdi.com.au).

9.5.1. Audit, Risk and Compliance Committee ("ARCC")

The ARCC consists of three non-executive Directors, the majority of which are independent, with the chair of the ARCC being one of those independent Directors and not being the chairman of the Board. All members of the ARCC are financially literate and understand GDI Property Group's business.

The role of the ARCC is to assist the Board in carrying out its accounting, auditing, financial reporting and compliance responsibilities including, among other things, oversight of:

• the integrity of GDI Property Group's external financial reporting and financial statements;

• the appointment, remuneration, independence and competence of GDI Property Group's external auditors;

• the performance of external audit functions and review of their audits;

• the effectiveness of GDI Property Group's system of risk management and internal controls; and
• GDI Property Group's systems and procedures for compliance with the Compliance Plan, and applicable legal and regulatory requirements.

The ARCC will meet with key management, auditors and compliance staff periodically, and report to the Board, generally at quarterly intervals or more frequently as required by the Board. The Audit, Risk and Compliance Committee Charter sets out these responsibilities, as well as the duties and responsibilities of committee members, and rules governing the membership, meetings and process, and performance evaluation of the ARCC.

9.5.2. Nomination and Remuneration Committee ("NRC")

The NRC consists of three non-executive Directors, the majority of whom are independent, with the chair of the NRC being one of those independent Directors.

The NRC was established by the Board to assist the Board in fulfilling its statutory, fiduciary and regulatory responsibilities. The primary responsibilities of the NRC include:

• nomination, selection and maintenance of the Board,
• oversight of GDI Property Group's remuneration practice, and
• assisting the Board in complying with remuneration related reporting and disclosure requirements.

The Nomination and Remuneration Committee Charter outlines these responsibilities, and sets out rules governing the membership, meetings and process, and performance evaluation of the NRC.

9.5.3. Board performance evaluation

GDI Property Group has adopted a performance evaluation process in relation to the Board, its committees and individual Directors.

The Board, and each committee established by the Board, will perform self-evaluation:

• in the case of the Audit, Risk and Compliance Committee, from time to time; and
• in the case of the Board and the Nomination and Remuneration Committee, at least annually.

Each year, the Directors will be requested to provide their assessments of the effectiveness of the Board and the committees on which they serve to the Board. Given that GDI Property Group has not yet become listed on ASX, a performance evaluation of the Board, its committees

and the Directors has not yet taken place in accordance with this process.

9.6. Corporate governance policies

As part of GDI Property Group's governance framework, the Board has adopted several corporate governance policies which are outlined below. A copy of the relevant policies can be found at GDI Property Group's website (www.gdi.com.au).

9.6.1. Code of Conduct

GDI Property Group will be committed to and strive to act honestly and with integrity in all its dealings. The Code of Conduct sets out the values, commitments, ethical standards, and policies of GDI Property Group and outline the standards of conduct expected of GDI Property Group's business and people, taking into account GDI Property Group's legal and other obligations to its stakeholders. The Board has endorsed this code. The Board and management believe that GDI Property Group's commitment to this code will assist in maintaining confidence of GDI Property Group's key stakeholders in GDI Property Group's integrity.

9.6.2. Securities Trading Policy

GDI Property Group has adopted a Securities Trading Policy governing the sale of its securities which is designed to maintain investor confidence in the integrity of GDI Property Group's internal controls and procedures and to provide guidance on avoiding any breach of the insider trading laws in Australia.

9.6.3. Continuous disclosure policy and Stapled Securityholder communication process

The Board is committed to providing relevant information to Stapled Securityholders about the operations of GDI Property Group and to fulfil its duties to comply with its continuous disclosure obligations to the market generally. The Board has adopted a Continuous Disclosure Policy which is designed to ensure compliance with the Listing Rules and continuous disclosure obligations. The Board has also appointed a Disclosure Committee to assist in meeting GDI Property Group's obligations under the Listing Rules. The Disclosure Committee is responsible for:

• making decisions on what information should be disclosed to the market; and
• ensuring disclosure is made in a timely and efficient manner.

Stapled Securityholders will receive an annual report. Newsletters and updates may also be sent to Stapled Securityholders from time to time and information will be available on the website (www.gdi.com.au).

9.6.4. Diversity policy

The Board has adopted a Diversity Policy which sets out the framework GDI Property Group has in place to achieve appropriate diversity in its Board, senior executive and broader workplace. Diversity in the context of GDI Property Group's Diversity Policy covers gender, age, language, ethnicity, cultural background, sexual orientation, religious belief, educational levels, life experience, socio-economic background, personality and marital status and family responsibilities.

The Board has established measurable objectives in relation to gender diversity:

• Seeking to at all times have at least one female director;
• At least one female is interviewed for greater than 75% of vacant roles;
• Parents (or carers) are offered flexible working arrangements; and
• Over a three year period, hire at least one female senior executive and at least one female in the asset side of the business.

As at the date of Listing:

• 33% of the independent non-executive Directors are women (one out of three); and
• 50% of GDI Property Group's employees are women (four out of eight) but none are in senior executive positions.

9.6.5. Enterprise Risk Management Policy

GDI Property Group has adopted an enterprise risk management policy which recognises the importance of a pro-active enterprise wide risk management program.

Through the enterprise risk management policy, GDI Property Group's management will ensure that a supporting framework, consistent with Australian/ New Zealand Standard on Risk Management (AS/NZS 4360:2004), is in place.

All material risks impacting GDI Property Group's business, including operational, financial, legal and compliance risks are required to be regularly identified, managed, monitored and reported. Methods for treating and mitigating risks include avoiding or retaining and transferring, reducing, accepting or exploiting risks following assessments using a variety of methods.

While the Board has ultimate responsibility for risk management throughout GDI Property Group, day to day responsibility for managing risk rests with the GDI Property Group's management generally and the risk manager specifically.

The enterprise risk management policy and framework are reviewed at least annually by the Audit, Risk and

Compliance Committee with the results to be reported to the Board. The aim of the review is to consider and assess the effectiveness of this policy and its supporting frameworks, and to ensure their continued application and relevance.

10. Details of the Offer

10.1. Overview of the Offer

This Offer Document relates to an initial public offering of approximately 567.6 million Stapled Securities in GDI Property Group. Stapled Securities are available under the Offer to raise approximately \$567.6 million, at an Offer Price of \$1.00 per Stapled Security.

The Stapled Securities will be issued by GDI Funds Management Limited as responsible entity of GDI Property Trust and GDI Property Group Limited.

The Offer comprises:

• A Rollover Offer which is open to Seed Investors;
• A Public Offer, including:
• A Board's List Offer which is open to Non Seed Investors and GDI group employees;
• A Broker Firm Offer which is open to Institutional Investors who apply for Stapled Securities through a Broker;
• A General Offer which is open to all Australian resident retail investors; and
• An Institutional Offer which is open to Institutional Investors.

In addition, pursuant to this Offer Document, 18.5 million Stapled Securities will be issued to the Vendors under a Vendors' Offer as consideration for the sale of the Funds Business under the Funds Business Acquisition. The Stapled Securities issued under the Vendors' Offer will be subject to Escrow Restrictions.

The Rollover Offer, the Vendors' Offer and Public Offer are conditional on each other. If one does not proceed, the others will not proceed.

The Directors do not expect any Stapled Securityholder to control GDI Property Group on completion of the Offer.

10.2. Read this Offer Document carefully and seek advice

This Offer Document contains important information in relation to the Offer. You should read it carefully and in its entirety, including Section 8 which contains a summary of the major risks associated with an investment in GDI Property Group and Section 13 which contains a summary of the tax implications associated with the Offer. Before you decide to apply for the Stapled Securities under the Offer, you should consider whether an investment in the Stapled Securities is appropriate for you in light of your particular investment objectives. If you have any queries or uncertainties relating to aspects of this Offer please consult your stockbroker, accountant or other independent financial adviser before making an investment decision.

10.3. Stapled Securities

Each Stapled Security comprises one Share and one Unit.

A security is said to be "stapled" when the terms of the relevant trust deed or constitution require that the security can only be traded together with other attached securities and the rights and obligations belonging to the security and the attached securities are linked together. This will mean that Stapled Securityholders cannot separately deal with the Shares and Units. The Shares and Units will trade together as a single Stapled Security on ASX with the intent that GDI Property Group will conduct itself as far as possible as a single economic entity.

10.4. Offer Price

Applicants under the Rollover Offer, the Vendors' Offer and Public Offer will apply for an Australian dollar value of Stapled Securities and will pay \$1.00 per Stapled Security.

10.5. Purpose of the Offer

The purpose of the Offer is to:

• Provide Seed Investors with the opportunity to participate in the Rollover Offer and elect to acquire Stapled Securities;
• Retire Seed Trust debt;
• Facilitate the acquisition of the Brisbane Property by GDI Property Group;
• Facilitate the acquisition of the Funds Business by GDI Property Group;
• Provide GDI Property Group with working capital; and
• Fund the Offer and other costs relating to the Transaction.

Table 10.1: Sources and uses of funds

Sources of funds	A\$ million	%	Uses of funds	A\$ million	%
Issue of Stapled Securities, excluding interests associated with Mr Gillard, Mr Veale (and the Vendors)(1)	508.0		68.8% Seed Trusts Restructure(2)(3)	284.2	38.5%
Issue of Stapled Securities to interests associated with Mr Gillard, Mr Veale (and the Vendors)(6)	59.5		8.1% Pay down of Seed Trusts existing debt(2)(3)	279.7	37.9%
Draw down of debt	170.4		23.1% Acquisition of 307 Queen Street, Brisbane(4)	120.8	16.9%
			Funds Business Acquisition	18.5	2.5%
			Working capital	1.6	0.2%
			Portfolio, Offer and other Transaction costs(5)	33.2	4.5%
Total sources			738.0 100.0% Total uses		738.0 100.0%

Notes:

(1) This comprises up to 243.0 million Stapled Securities under the Seed Trusts Restructure (excluding interests associated with Mr Gillard, Mr Veale, including the Vendors) and the remaining Stapled Securities will be issued to investors under the Public Offer.

(2) Refers to equity value of Seed Investors in the Adelaide Seed Trust, Sydney Seed Trust and Perth Seed Trust. Includes Guarantee for the Sydney Property. (3) Seed Trusts Restructure and pay down of Seed Trust existing debt is equivalent to the value of the Perth Property (\$332.0 million), the Sydney Property (\$121.0 million) and the Adelaide Property (\$109.0 million) and net working capital in the Seed Trusts of \$1.9 million.

(4) Acquisition of Brisbane Property which includes the Guarantee relating to the Brisbane Property.

(5) Portfolio, Offer and other Transaction costs include \$11.7 million of stamp duty and \$21.5 million of Offer and other Transaction related costs.

(6) Includes 41.1 million Stapled Securities under the Rollover Offer in respect of the Perth Seed Trust and 18.5 million Stapled Securities under the Vendors' Offer.

The details of the ownership of Stapled Securities at Completion are expected to be as set out below:

Table 10.2: Ownership structure

Stapled Securityholder	% of total
Vendors' ownership(7)	10.5%
Seed Investors ownership(8)	26.2% – 35.9%
New investors under General Offer ownership	53.6% – 63.3%
Total	100.0%

Notes:

(7) Includes 18.5 million Stapled Securities issued under the Vendors' Offer and full entitlement take up of 41.1 million Stapled Securities under the Rollover Offer. (8) Based on the level of applications under the Rollover Offer. Excludes the Vendors' ownership interest in Perth Seed Trust.

10.6. Terms and conditions of the Offer

Table 10.3: Terms and conditions of the Offer

Topic	Summary
What are the rights and liabilities attached to the Stapled Securities being offered?	A description of the Stapled Securities, including the rights and liabilities attaching to them, is set out in Sections 14.2.3 and 14.2.4.
What is the Offer period?	The Offer opens at 9.00am (Sydney time) on Tuesday, 3 December 2013.
	The Offer closes at 5.00pm (Sydney time) on Tuesday, 10 December 2013.
	The key dates, including details of the Offer Period, are set out in a timetable on page 8 of this Offer Document. This timetable is indicative only. GDI Property Group Limited, GDI Funds Management Limited and the Lead Manager reserve the right to vary the dates and times of the Offer, including to close the Offer early, extend the Offer Closing Date or accept late Applications, either generally or in particular cases, without notification. Investors are encouraged to submit their Applications as soon as possible after the opening of the Offer as the Offer may close at any time without notice.
	No Stapled Securities will be issued on the basis of this Offer Document later than the expiry date of 13 months after the date of this Offer Document.
What is the minimum and maximum Application size under the Broker Firm Offer, Board's List Offer and General Offer?	The minimum Application under the Broker Firm Offer, Board's List Offer and General Offer is \$5,000 and in at least \$500 increments thereafter. The Lead Manager, by agreement with GDI Property Group Limited and GDI Funds Management Limited, reserve the right to reject any Application under the Offer or to allocate a lesser number of Stapled Securities than that applied for.
	The Lead Manager, by agreement with GDI Property Group Limited and GDI Funds Management Limited, also reserve the right to treat any Applications in the Broker Firm Offer that are for more than \$250,000 worth of Stapled Securities or are from persons whom they believe may be Institutional Investors, as Applications under the Institutional Offer. The Lead Manager, by agreement with GDI Property Group Limited and GDI Funds Management Limited, also reserve the right to aggregate any Applications that they believe may be multiple Applications from the same person.
When will I receive confirmation that my	It is expected that initial holding statements will be dispatched by standard post on or about Friday, 20 December 2013.
Application has been successful?	Refunds to Applicants who make an Application and receive an allocation, the value of which is smaller (than the amount of their Application Monies) will be made as soon as possible post Settlement of the Offer, expected on or about Monday, 16 December 2013.
What is deferred settlement trading?	Normal trading requires trades to be settled on the day which is three business days after the date the trade was made. Deferred settlement trading means that the trades do not need to be settled until a later date which is fixed by ASX.
	In the case of Stapled Securities issued under the Offer, the date on which trades need to be settled is three Business Days after the date GDI Property Group despatches holding statements to its Stapled Securityholders.
	It is expected that holding statements will be despatched on Friday, 20 December 2013 and normal trading will commence on Monday, 23 December 2013.
Is the Public Offer underwritten?	Yes. As at the date of this Offer Document, it is expected that 208.3 million Stapled Securities will be issued under the Rollover Offer and Vendors' Offer. The remaining 359.3 million Stapled Securities have been underwritten by the Lead Manager, representing an underwritten amount of \$359,300,000.
Are there any escrow arrangements?	Yes. For further details see Sections 10.7, 15.4.1 and 15.4.2.
What are the Australian tax implications of the acquisition of Stapled Securities under the Offer?	The acquisition of the Stapled Securities under the Offer may have Australian tax implications for investors participating in the Offer. These implications will differ depending on the individual circumstances of each investor who participates in the Offer. Applicants should obtain their own tax advice prior to deciding whether to invest.

10.7. The Rollover Offer

Who may apply?

The Rollover Offer is open to all Seed Investors. Seed Investors who are Australian residents can participate in the Rollover Offer based on their ownership interest within the Seed Trusts and are guaranteed to be allocated the Stapled Securities they apply for under the Rollover Offer. Seed Investors who are Australian residents can apply for Stapled Securities in addition to their Stapled Securities under the Rollover Offer. However these Applications for additional Stapled Securities will be treated as Applications under the General Offer and will be subject to the allocation policy of the General Offer.

The maximum value of Stapled Securities available under the Rollover Offer is \$244.8 million or 43.1% of the total Offer proceeds (based on the level of applications under the Rollover Offer).

The impact for a Seed Investor for \$1.00 equity value within the Seed Trusts is outlined in the table below:

Table 10.4: Impact for a Seed Investor for \$1.00 equity value within the Seed Trusts

Option(1)	Seed Investor
1) Exit option
Cash consideration	\$1.00
(-) Potential capital gains tax implication	Will depend on individual circumstance
2) Continuing option(2)
Value of GDI Property Trust NTA	\$0.91
Value of GDI Property Group Limited	\$0.03
Total NAV	\$0.94
Offer Price	\$1.00
Forecast FY15 FFO per Stapled Security (\$)	\$0.082
Forecast FY15 Distribution per Stapled Security (\$)	\$0.075

Notes:

(1) The tax consequences of the Exit option and the Continuing Election will depend on the individual circumstances of each Seed Investor. Each Seed Investor should obtain their own advice.

(2) Mr Gillard and Mr Veale (and their associated entities) are making a Continuing Election in respect all the units they hold in the Perth Seed Trust under the Rollover Offer and are receiving the consideration for the Funds Business Acquisition in the form of Stapled Securities. They will receive Stapled Securities under the Rollover Offer and as consideration for the Funds Business Acquisition at the Offer Price of \$1.00.

How to apply?

To make a Continuing Election and apply for Stapled Securities under the Rollover Offer, please complete and return the Application Form which is accompanying the investor communications that will be sent to you on or around the date of this Offer Document. You should mail your completed Application Form to:

GDI Property Group Rollover Offer

POSTAL DELIVERY:	OR	HAND DELIVERY:
Link Market Services Limited		Link Market Services Limited
Locked Bag A14		1A Homebush Bay Drive
Sydney South NSW 1235		Rhodes NSW 2138
		Please do not use this address for postal delivery.

You can use the reply-paid envelope which is enclosed with your Application Form.

You are entitled to make a Continuing Election in respect of some of your holdings in the Seed Trusts and make an Exit Election in respect of the remainder of your holdings in the Seed Trusts. If you wish to make this type of election, please follow the instructions on the Application Form.

If you have submittted a Commitment Letter, you do not need to take any further action to receive Stapled Securities under the Rollover Offer. This is because under the terms of the Commitment Letter, you have appointed GDI Funds Management Limited as your attorney to fill out your Application Form.

If you wish to apply for additional Stapled Securities, above your entitlement under the Rollover Offer, you need to submit a separate Application Form under the General Offer and that Application will be dealt with in accordance with the allocation policy for the General Offer.

As a Seed Investor, if you do nothing, or your address on the relevant Seed Trust register is outside Australia, or your Application Form is not validly completed, you will be taken to have made an Exit Election and will receive cash for all of your units in the Seed Trusts. You will not receive any Stapled Securities.

10.8. The Public Offer

The Public Offer comprises:

• An Institutional Offer;
• A Board's List Offer;
• A Broker Firm Offer; and
• A General Offer.

10.8.1. The Institutional Offer

10.8.1.1. Invitations to bid

The Institutional Offer consists of an invitation prior to the date of this Offer Document to certain Institutional Investors in Australia, New Zealand and certain other jurisdictions to apply for Stapled Securities under this Offer Document or any International Offering Memorandum, as applicable. Application procedures for Institutional Investors have been advised by the Lead Manager. Refer to Section 10.17 of this Offer Document for further information on the offer jurisdictions.

10.8.1.2. Allocation policy under the Institutional Offer

Allocation of Stapled Securities under the Institutional Offer will be determined by the Lead Manager, by agreement with GDI Funds Management Limited and GDI Property Group Limited having regard to the results of a bookbuild that has been underwritten. The Lead Manager, GDI Property Group Limited and GDI Funds Management Limited have absolute discretion regarding the basis of allocation of the Stapled Securities, and there is no assurance that any institutional investor will be allocated Stapled Securities, or the number of Stapled Securities for which it has bid.

The allocation policy will be influenced by the following factors:

• The number of Stapled Securities bid for by particular Applicants;
• The timeliness of the bid by particular Applicants;
• The desire for an informed and active trading market following Listing of the Stapled Securities;
• The desire to establish a wide spread of institutional Stapled Securityholders;

• The size and type of assets under management of particular Applicants;

• The likelihood that particular Applicants will be long term Stapled Securityholders; and

• Any other factors that GDI Funds Management Limited, GDI Property Group Limited and the Lead Manager consider appropriate.

10.8.2. The Board's List Offer

10.8.2.1. Who may apply?

The Board's List Offer is open to all Non-Seed Investors who are not part of the Rollover Offer and GDI group employees who wish to apply for Stapled Securities. Allocation of Stapled Securities under the Board's List Offer will be determined by the Lead Manager, by agreement with GDI Funds Management Limited and GDI Property Group Limited having regard to the results of the bookbuild.

10.8.2.2. How to apply?

If you have received a Board's List Invitation and you wish to apply for Stapled Securities under the Board's List Offer, you should read this Offer Document and after the Offer Opening Date, apply online at www.gdi.com. au. Alternatively, you may apply by posting your hard copy Application Form to the address specified on that Application Form.

Application and Payment Using the Online Application Form

To apply online under the Board's List Offer, you should:

• Complete and lodge the on-line Application Form at www.gdi.com.au in accordance with the instructions set out on the Application Form. You will then be provided with your Bpay®(1) Biller Code and unique Customer Reference Number and instructions on how to make your Bpay® payment;
• Pay your Application Monies by Bpay® in full with the amount of the Application Monies being equal to the Australian dollar value of Stapled Securities you wish to apply for; and
• Ensure that your Application Form and payment of your Application Monies are received by the Registry by no later than 5:00pm (Sydney time) on the Offer Closing Date (Tuesday, 10 December 2013).

If you do not make a Bpay®payment, your Application will be incomplete and will not be accepted. It is your responsibility to ensure that your Bpay® payment is received by the Registry by no later than 5:00pm (Sydney time) on the Offer Closing Date to enable its receipt before the Offer Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

Application and Payment Using the Paper Application Form

To apply under the Board's List Offer using the paper Application Form, you should:

• Complete the Application Form enclosed with this Offer Document in accordance with the instructions set out on that form;
• Attach payment by cheque, bank draft or money order for your Application Monies being equal to the Australian dollar value of Stapled Securities you wish to apply for; and
• Return the completed Application Form along with the Application Monies to the Registry by no later than 5:00pm (Sydney time) on the Offer Closing Date Tuesday, 10 December 2013.

If you are paying by cheque, bank draft or money order your payment must be:

• Denominated in Australian currency drawn on an Australian branch of a financial institution;
• For the amount of the Application Monies for all Stapled Securities that you are applying for;
• Made payable to "GDI Property Group IPO Offer"; and
• Crossed as "Not Negotiable".

For cheques and bank drafts you should ensure that adequate funds are available in your account(s) to cover the specified Application Monies. Where the funds available for Application Monies are insufficient to pay for the value of Stapled Securities you have applied for in your Application Form, you may be taken to have applied for such lower number of Stapled Securities as your cleared Application Monies will pay for (and to have specified that value of Stapled Securities on your Application Form).

You should mail your completed Application Form together with your cheque, bank draft or money order to:

GDI Property Group Board's List Offer

POSTAL DELIVERY:

Link Market Services Limited Locked Bag A14 Sydney South NSW 1235

OR

HAND DELIVERY:

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 Please do not use this address for postal delivery.

Please note that cash will not be accepted and receipts for payment will not be issued.

10.8.2.3. Allocation policy and refunds

GDI Funds Management Limited, GDI Property Group Limited and the Lead Manager, will determine the allocation of Stapled Securities under the Board's List Offer and may reject any Application or allocate fewer Stapled Securities than applied for, in their absolute discretion. This discretion includes the right to aggregate any Applications which they believe to be multiple Applications from the same person.

Should the dollar amount of your final allocation of Stapled Securities be less than the Application Monies received, the surplus Application Monies received will be refunded to you in accordance with Section 10.22.

10.8.3. The Broker Firm Offer

10.8.3.1. Who may apply?

The Broker Firm Offer is open to HNW Investors who have received a firm allocation from a Broker.

10.8.3.2. How to apply?

If you are a Broker Firm Applicant, you should contact your Broker for information about how to submit your Application and for payment instructions.

Broker Firm Applicants must lodge their Application Monies with the relevant Broker in accordance with the relevant Broker's directions in order to receive their firm allocation.

By making an Application, you declare that you have been given access to this Offer Document.

10.8.3.3. Allocation policy

Firm stock allocated to Brokers for allocation to their clients will be issued or transferred to the Applicants nominated by those Brokers. It will be a matter for the Brokers how they allocate firm stock among their clients, and they will be responsible for ensuring that clients who receive a firm allocation from them receive the relevant Stapled Securities.

The Lead Manager, by agreement with GDI Funds Management Limited and GDI Property Group Limited, has the right to:

• aggregate any Applications which it believes to be multiple Applications from the same person; and
• treat any Application which is for more than A\$250,000, or which is from a person whom it believes may be an Institutional Investor, as an Application by the Institutional Investor under the Institutional Offer or to reject the Application.

10.8.4. The General Offer

10.8.4.1. Who may apply?

The General Offer is open to residents of Australia. The General Offer closes at 5:00pm (Sydney time) on Tuesday, 10 December 2013.

10.8.4.2. How to apply?

Application and Payment Using the Online Application Form

To apply online under the General Offer, you should:

• Complete and lodge the on-line Application Form at www.gdi.com.au in accordance with the instructions set out on the Application Form. You will then be provided with your Bpay® Biller Code and unique Customer Reference Number and instructions on how to make your Bpay® payment;
• Pay your Application Monies by Bpay® in full with; the amount of the Application Monies being equal to the Australian dollar value of Stapled Securities you wish to apply for; and
• Ensure that your Application Form and payment of your Application Monies are received by the Registry by no later than 5:00pm (Sydney time) on the Offer Closing Date (Tuesday, 10 December 2013).

If you do not make a Bpay® payment, your Application will be incomplete and will not be accepted. It is your responsibility to ensure that your Bpay® payment is received by the Registry by no later than 5:00pm (Sydney time) on the Offer Closing Date to enable its receipt before the Offer Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

Application and Payment Using the Paper Application Form

To apply under the General Offer using the paper Application Form, you should:

• Complete the Application Form enclosed with this Offer Document in accordance with the instructions set out on that form;
• Attach payment by cheque, bank draft or money order for your Application Monies being equal to the Australian dollar value of Stapled Securities you wish to apply for; and
• Return the completed Application Form along with the Application Monies to the Registry by no later than 5:00pm (Sydney time) on the Offer Closing Date (Tuesday, 10 December 2013).

If you are paying by cheque, bank draft or money order your payment must be:

• Denominated in Australian currency drawn on an Australian branch of a financial institution;

• For the amount of the Application Monies for all Stapled Securities that you are applying for;

• Made payable to "GDI Property Group IPO Offer"; and

• Crossed as "Not Negotiable".

For cheques and bank drafts you should ensure that adequate funds are available in your account(s) to cover the specified Application Monies. Where the funds available for Application Monies are insufficient to pay for the value of Stapled Securities you have applied for in your Application Form, you may be taken to have applied for such lower number of Stapled Securities as your cleared Application Monies will pay for (and to have specified that value of Stapled Securities on your Application Form).

You should mail your completed Application Form together with your cheque, bank draft or money order to:

GDI Property Group Retail Offer

POSTAL DELIVERY:

Link Market Services Limited Locked Bag A14 Sydney South NSW 1235

OR

HAND DELIVERY:

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 Please do not use this address for postal delivery.

If mailed outside Australia, correct postage must be affixed.

An Application under the General Offer is an offer by you to GDI Property Group to subscribe for Stapled Securities in the amount specified in the Application Form at the Offer Price on the terms and conditions set out in this Offer Document (including a replacement offer document) and the Application Form. To the extent permitted by law, an Application by an Applicant is irrevocable.

Payment Methods

Please note that cash will not be accepted and receipts for payment will not be issued.

10.8.4.3. Allocation policy and refunds

GDI Funds Management Limited, GDI Property Group Limited and the Lead Manager, will determine the allocation of Stapled Securities under the General Offer and may reject any Application, allocate fewer Stapled Securities than applied for, in their absolute discretion. This discretion includes the right to aggregate any Applications which they believe to be multiple Applications from the same person.

The allocation policy will be influenced by the following factors:

• The number of Stapled Securities bid for by particular Applicants;
• The desire for an informed and active trading market following Listing of the Stapled Securities;
• The desire to establish a wide spread of Stapled Securityholders; and
• Any other factors that GDI Funds Management Limited, GDI Property Group Limited and the Lead Manager consider appropriate.

Should the dollar amount of your final allocation of Stapled Securities be less than the Application Monies received, the surplus Application Monies received will be refunded to you in accordance with Section 10.22.

The Lead Manager, by agreement with GDI Funds Management Limited and GDI Property Group Limited, reserves the right to reject any Application which is not correctly completed or which is submitted by a person who they believe is ineligible to participate in the General Offer, or to waive or correct any errors made by the person in completing their Application.

10.9. Vendors' Offer

Under the Vendors' Offer, Stapled Securities will be issued to the Vendors on or about Completion as consideration for the Funds Business Acquisition at the Offer Price.

All Stapled Securities issued to the Vendors will be subject to Escrow Restrictions. The Escrow Restrictions last for the Escrow Period (being the period from the date of the issue of the Escrowed Stapled Securities until the end of the Forecast Period) which means that the Vendors will be prohibited by Escrow Restrictions from dealing with (including selling) their Escrowed Stapled Securities. For more details on the Escrow Restrictions, see Sections 15.4.1 and 15.4.2.

10.10. Minimum Application amount

For Applicants applying under the Rollover Offer, Board's List Offer, Broker Firm Offer and the General Offer, the minimum Application amount is at least \$5,000 and in at least \$500 increments thereafter.

10.11. Right of Offer discretion

GDI Funds Management Limited and GDI Property Group Limited reserve the right to:

• Close the Offer or any part of it early;

• Extend the Offer or any part of it;

• Accept late Applications either generally or in particular cases;

• Reject any Application; and
• Allocate any Applicant fewer Stapled Securities than applied for or not allocate any Stapled Securities to an Applicant.

Any amendment to the Offer timetable will be announced to the market through ASX and will be made with the prior written consent of the Lead Manager.

10.12. No cooling off

Applicants should note there will not be a cooling off period in relation to Applications. Once an Application has been lodged, it cannot be withdrawn. Should quotation of the Stapled Securities be granted by ASX, Stapled Securityholders will have the opportunity to sell their Stapled Securities at the prevailing market price, which may be different to the Offer Price.

10.13. Nominees, trustees or custodians

Any nominee, trustee or custodian that is acting on behalf of a foreign person will need to assess whether indirect participation in this Offer will adhere to the applicable foreign laws. Any Seed Investor acting as a nominee, trustee or custodian returning a completed Application Form represents that there has been no breach of any applicable regulations. Seed Investors that are nominees, trustees or custodians are advised to seek independent advice prior to proceeding.

10.14. Underwriting and Offer management

GDI Funds Management Limited, GDI Property Group Limited and the Lead Manager have entered into an Underwriting Agreement in respect of the Offer.

In accordance with the Underwriting Agreement, the Lead Manager will arrange and manage the Offer and underwrite the Public Offer.

Set out within the Underwriting Agreement are the circumstances under which the Lead Manager may terminate the agreement. A summary of termination events (and other material terms of the Underwriting Agreement) is set out in Section 14.10.

10.15. Brokerage, commission and stamp duty

No brokerage or commission is payable by Applicants upon acquisition of the Stapled Securities under the Offer. However, if you apply for Stapled Securities through an adviser, that adviser may require you to pay a handling fee. You will need to contact your adviser to determine the cost of that handling fee. Certain fees are payable in relation to the Offer by GDI Funds Management Limited and GDI Property Group Limited to the Lead Manager. Details of these fees are set out in Section 7. If a Stapled Security is quoted on ASX at the relevant time, no stamp duty should be payable on the issue of a Stapled Security.

10.16. Ranking of Stapled Securities

All Stapled Securities will rank equally with all other Stapled Securities. A summary of the key rights and liabilities attached to the Stapled Securities is included in Sections 14.2.3 and 14.2.4 of this Offer Document.

10.17. Restrictions on distribution of this Offer Document

No action has been taken to register or qualify this Offer Document, the Stapled Securities or the Offer or otherwise to permit a public offering of the Stapled Securities in any jurisdiction outside Australia.

This Offer Document may not be released or distributed in the United States or elsewhere outside Australia.

This Offer Document does not constitute an offer of Stapled Securities in any jurisdiction in which it would be unlawful. Stapled Securities may not be offered or sold in any country outside Australia except to the extent permitted below.

China

The information in this Offer Document does not constitute a public offer of the Stapled Securities, whether by way of sale or subscription, in the People's Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The Stapled Securities may not be offered or sold directly or indirectly in the People's Republic of China to legal or natural persons other than directly to "qualified domestic institutional investors".

Hong Kong

WARNING: This Offer Document has not been, and will not be, authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong

Kong to authorise this Offer Document or to permit the distribution of this Offer Document or any documents issued in connection with it. Accordingly, the Stapled Securities have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the Stapled Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Stapled Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO.

The contents of this Offer Document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this Offer Document, you should obtain independent professional advice.

New Zealand

This Offer Document has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand). The Stapled Securities are not being offered or sold in New Zealand, or allotted with a view to being offered for sale in New Zealand, and no person in New Zealand may accept a placement of Stapled Securities other than to:

• persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or
• persons who are each required to (i) pay a minimum subscription price of at least NZ\$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ\$500,000 for securities of GDI Property Group ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this Offer Document.

Norway

This Offer Document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this Offer Document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.

The Stapled Securities may not be offered or sold,

directly or indirectly, in Norway except to "professional clients" (as defined in Norwegian Securities Regulation of 29 June 2007 no.876 and including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived the protection as non-professional in accordance with the procedures in this regulation).

Singapore

This Offer Document has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The issuer is not authorised or recognised by the MAS and the Stapled Securities are not allowed to be offered to the retail public. This Offer Document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Stapled Securities may not be circulated or distributed, nor may the Stapled Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the SFA) or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

This Offer Document has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are not an "institutional investor", please return this Offer Document immediately. You may not forward or circulate this Offer Document to any other person in Singapore.

Any offer is not made to you with a view to the Stapled Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Switzerland

The Stapled Securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This Offer Document has been prepared without regard to the disclosure standards for issuance prospectuses under art.652a or art.1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art.27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this Offer Document nor any other offering or marketing material relating to the Stapled Securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this Offer Document nor any other offering or marketing material relating to the Stapled Securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this Offer Document will not be filed with, and the offer of Stapled Securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of Stapled Securities has not been and will not be authorised under the Swiss Federal Act on Collective lnvestment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Stapled Securities.

This Offer Document is personal to the recipient only and not for general circulation in Switzerland.

United Arab Emirates

This Offer Document has not been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates ("UAE"), the UAE Securities and Commodities Authority (the "SCA") or any other authority in the UAE. The GDI Property Group has not received authorisation or licensing from the Central Bank of the UAE, the SCA or any other authority in the UAE to market or sell Stapled Securities within the UAE. Nothing in connection with the offer of the Stapled Securities, including the receipt of applications and/or the allotment of securities in the GDI Property Group, have been or will be rendered within the UAE by the GDI Property Group.

Nothing contained in this Offer Document is intended to constitute UAE investment, legal, tax, accounting or other professional advice. Prospective investors should consult with an appropriate professional for specific advice rendered on the basis of their situation.

The Stapled Securities may only be offered and sold to UAE legal entities:

• that are federal or local governments or governmental authorities;
• whose primary purpose is to invest in securities and that are acquiring the Stapled Securities for their own account and not on behalf of clients; or
• that are investment managers who have authority to make investment decisions on behalf of clients.

United States

This Offer Document may not be released or distributed in the United States. This Offer Document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to US Persons (as defined in Regulation S under the US Securities Act of 1933). Any securities described in this Offer Document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States or to US Persons except in transactions exempt from, or not subject to, the registration requirements under the US Securities Act and applicable US state securities laws.

10.18. ASX Listing and quotation

10.18.1. Application to ASX for Listing and quotation

GDI Funds Management Limited (as responsible entity of GDI Property Trust) and GDI Property Group Limited have applied for GDI Property Group to be admitted to the Official List under ASX code GDI. They have also applied for the Stapled Securities to be granted official quotation. Subject to Listing approval being granted by ASX, trading of the Stapled Securities is anticipated to commence on a deferred settlement basis from the Allotment date (Tuesday, 17 December 2013) until GDI Property Group has advised ASX that initial holding statements have been dispatched to Stapled Securityholders setting out the number of Stapled Securities allocated to them under the Offer. Holding statements are expected to be issued by standard post on Friday, 20 December 2013.

For Applicants selling Stapled Securities before they are in receipt of their holding statements it is the responsibility of the Applicant to confirm their holding before trading in Stapled Securities as described above and Applicants do so at their own risk. GDI Funds Management Limited, GDI Property Group Limited, the Registry and the Lead Manager disclaim all liability, whether due to negligence or otherwise (to the maximum extent permitted by law), if you sell Stapled Securities before receiving your holding statement, even if you confirmed your firm allocation through a Broker. Stapled Securities are expected to commence trading on ASX on a normal settlement basis on or about Monday, 23 December 2013.

GDI Funds Management Limited and GDI Property Group Limited will notify ASX immediately of the fulfilment or non-fulfilment of each condition. It is the responsibility of Applicants for Stapled Securities under the Offer to verify their holding before trading during the period of deferred trading. You can verify your holding in Stapled Securities during the period of deferred settlement trading by contacting the GDI Property Group Offer Information Line on 1800 237 678 (toll free within Australia) or +61 1800 237 687 (outside Australia) from 8.30am until 5.30pm (Sydney Time) Monday to Friday.

If the Offer is withdrawn after the Stapled Securities have commenced trading on a deferred settlement basis, all contracts for the sale of the Stapled Securities on ASX would be cancelled and any Application Monies received would be refunded as soon as possible.

ASX takes no responsibility for this Offer Document or the investment to which it relates. Admission to the Official List and quotation of the Stapled Securities on ASX are not to be taken as an endorsement by ASX of GDI Property Group.

10.18.2. CHESS and issuer sponsored holdings

GDI Property Group will apply to participate in ASX's Clearing House Electronic Subregister System ("CHESS") and will comply with the Listing Rules and ASX Settlement Operating Rules. CHESS is an electronic transfer and settlement system for transactions in securities on ASX under which transfers are effected in an electronic form.

When the Stapled Securities become approved financial products (as defined by ASX Settlement Operating Rules), holdings will be registered in one of two sub registers, being an electronic CHESS sub register or an issuer sponsored sub register. For all successful Applicants, the Stapled Securities of a Stapled Securityholder who is a participant in CHESS or a Stapled Securityholder sponsored by a participant in CHESS will be registered on the CHESS subregister. All other Stapled Securities will be registered on the issuer sponsored subregister.

Stapled Securityholders will receive a holding statement following completion of the Offer outlining the number of Stapled Securities that they have been allocated. The holding statement will also detail the Stapled Securityholder's unique Holder Identification Number for CHESS holders or, where applicable the Securityholder Reference Number of issuer sponsored holders. Stapled Securityholders will subsequently receive statements showing any changes to their securityholding. Certificates will not be issued.

Stapled Securityholders will receive subsequent statements during the first week of the following month if there has been a change to their holding on the Register and as otherwise required under the Listing Rules and the Corporations Act. Additional statements may be requested at any other time either directly through the Stapled Securityholder's sponsoring broker in the case of a holding on the CHESS sub register or through the Registry in the case of a holding on the issuer sponsored subregister. GDI Funds Management Limited, GDI Property Group Limited and the Registry may charge a fee for these additional issuer sponsored statements.

10.19. Offer costs

The total costs associated with the Offer are estimated to be approximately \$21.0 million (inclusive of GST). This estimate includes the legal fees, accounting advisory fees, printing and mailing, advertising and other expenses associated with the Offer, as well as the fees payable to the Lead Manager as outlined in Section15.13.

10.20. Withdrawal of the Offer

GDI Funds Management Limited and GDI Property Group Limited reserve the right to not proceed with the Offer or any part of it and to withdraw the Offer at any time before Allotment of Stapled Securities to Applicants.

The Offer will not proceed, and all Applications and Application Monies will be returned to Applicants (without interest), unless the full subscription amount of approximately \$567.6 million is raised under the Offer.

In the event that the Offer is withdrawn (either partially or completely), all Application Monies or relevant Application Monies will be refunded. Applicants will not receive interest on the Application Monies received.

If Stapled Securities are issued under the Offer and thereafter Listing does not proceed for any reason, GDI Property Group will take steps to unwind some or all of the steps which it may have already completed under the Seed Trusts Restructure and Acquisitions subject to obtaining any relevant regulatory relief and other approvals that may be required. If this occurs, Application Monies will be refunded to Applicants but no interest will be paid on any Application Monies refunded.

10.21. Rounding

If you receive an allocation of Stapled Securities under the Rollover Offer, Board's List Offer or the General Offer (other than the Broker Firm Offer), the number of Stapled Securities you are allocated will be equivalent to your Application Monies divided by the Offer Price. If the result is not a whole number of Stapled Securities, your allocation will be rounded down to the nearest whole number of Stapled Securities and any residual Application Monies will be refunded to you subject to Section 10.22.

10.22. Return of Application Monies

Application Monies for the Stapled Securities may be held for up to one month starting on the day on which the money was received, before the Stapled Securities are issued or the Application Monies are returned.

Application Monies will be refunded (in full or in part) in Australian dollars where an Application is rejected, an Application is subject to scale-back or the Offer is withdrawn (either partially or completely) or cancelled.

No interest will be paid on any refunded amounts. GDI Property Group will retain any interest earned on Application Monies. Refund cheques will be sent following completion of the Offer or as otherwise applicable in the circumstances outlined above.

No refund will be made in the event the refund amount is less than or equal to five Australian dollars. In this event,

the Application Monies will be applied to a charitable organisation nominated by GDI Funds Management Limited and GDI Property Group Limited in its absolute discretion.

10.23. Further enquiries

If you have any queries relating to aspects of this Offer Document please call the GDI Property Group Offer Information Line on 1300 237 687 (toll free within Australia) or +61 1800 237 687 (outside Australia) between 8.30am until 5.30pm Sydney Time Monday to Friday during the General Offer Period.

If you have queries or uncertainties relating to any matter you should also consult your stockbroker, accountant or other financial adviser before deciding whether to invest.

11. Investigating accountant's report

INVESTIGATING ACCOUNTANT'S REPORT

HALL CHADWICK CORPORATE (NSW) LIMITED

ACN 080 462 488

SYDNEY

Level 29, St Martin's Tower 31 Market Street Sydney NSW 2000 Australia

GPO Box 3555 Sydney NSW 2001

Ph: (612) 9263 2600

Fx: (612) 9263 2800

E: hcsydinfo@hallchadwick.com.au

Dear Madams/Sirs

25 November 2013

The Directors

and

Level 23 56 Pitt Street Sydney NSW 2000

GDI Property Group Limited

Investigating Accountant's Report and Financial Services Guide

GDI Funds Management Limited as responsible entity for GDI Property Trust

We have prepared this Investigating Accountant's Report (report) at the request of the directors of GDI Property Group Limited (the Head Company) and GDI Funds Management Limited as responsible entity for GDI Property Trust (the Head Trust) (together GDI Property Group) for inclusion in a combined prospectus and product disclosure statement relating to the proposed issue of stapled shares in the Head Company and units in the Head Trust dated 25 November 2013 (the Offer Document).

Expressions defined in the Offer Document have the same meaning in this report.

Hall Chadwick Corporate (NSW) Limited holds an Australian Financial Services License (No. 227902) issued by Australian Securities and Investments Commission for providing financial product advice, including investigating accountant's reports.

Scope

Pro Forma historical financial information

You have requested Hall Chadwick Corporate (NSW) Limited to perform limited assurance procedures in relation to the pro forma historical consolidated balance sheet as at Completion (the pro forma historical financial information)

The pro forma historical financial information has been derived from the historical financial information of GDI Property Group, after adjusting for the effects of pro forma adjustments described in section 6.3.3 of the Offer Document.

The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as described in section 6.3.3 of the Offer Document, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the pro forma historical financial information does not represent the GDI Property Group's actual or prospective financial position.

www.hallchadwick.com.au

A member of AGN International Ltd, a worldwide association of separate and independent accounting and consulting firms

Forecasts

You have requested Hall Chadwick Corporate (NSW) Limited to perform limited assurance procedures in relation to:

• the forecast statutory consolidated income statements of GDI Property Group for the period from Completion to 30 June 2014 and the year ending 30 June 2015, as described in section 6 of the Offer Document.; and
• the forecast distribution statements of GDI Property Group for the period from Completion Date to 30 June 2014 and for the year ending 30 June 2015, as described in section 6 of the Offer Document.

(collectively the forecasts)

The directors' best-estimate assumptions underlying the forecasts are described in section 6.4 of the Offer Document. The stated basis of preparation used in the preparation of the forecast is the recognition and measurement principles contained in Australian Accounting Standards and GDI Property Group's adopted accounting policies

Pro forma forecasts

You have requested Hall Chadwick Corporate (NSW) Limited to perform limited assurance procedures in relation to the forecast pro forma consolidated income statements and pro forma forecast distribution statement of GDI Property Group for the six months to 30 June 2014 (collectively the pro forma forecasts)

The pro forma historical financial information has been derived from the forecasts, after adjusting for the effects of pro forma adjustments described in section 6.7 of the Offer Document.

The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the forecasts and the events or transactions to which the pro forma adjustments relate, as described in section 6.7 of the Offer Document. Due to its nature, the pro forma forecasts do not represent the company's actual or prospective financial position.

Directors' Responsibility

The directors of GDI Property Group are responsible for the preparation of the forecasts, including the bestestimate assumptions underlying the forecasts. They are also responsible for the preparation of the pro forma historical financial information and pro forma forecasts, including the selection and determination of pro forma adjustments made to the historical financial information and forecasts and included in the pro forma historical financial information and pro forma forecasts. This includes responsibility for such internal control as the directors determine are necessary to enable the preparation of a forecasts and the pro forma historical information that are free from material misstatement, whether due to fraud or error.

Our Responsibility

Our responsibility is to express limited assurance conclusions on the pro forma historical financial information, forecasts and pro forma forecasts (collectively the financial information), based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information.

Our limited assurance procedures consisted of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited assurance engagement is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant

matters that might be identified in a reasonable assurance engagement. Accordingly, we do not express an audit opinion.

Our engagement did not involve updating or re-issuing any previously issued audit or review report on any financial information used as a source of the financial information.

Conclusions

Pro forma historical financial information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the pro forma historical financial information is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in section 6.3.3 of the Offer Document.

Forecasts

Based on our limited assurance engagement, which is not a reasonable assurance engagement, nothing has come to our attention which causes us to believe that:

• the directors' best-estimate assumptions used in the preparation of the forecasts do not provide reasonable grounds for the forecasts; and
• in all material respects, the forecasts:
• are not prepared on the basis of the directors' best-estimate assumptions as described in section 6.4 of the Offer Document; and
• are not presented fairly in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the entity's adopted accounting policies; and
• the forecasts themselves are unreasonable.

Pro forma forecasts

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that:

• the directors' best-estimate assumptions used in the preparation of the pro forma forecasts do not provide reasonable grounds for the pro forma forecasts; and
• in all material respects, the pro forma forecasts:
• are not prepared on the basis of the directors' best-estimate assumptions as described in section 6.4 of the Offer Document; and
• are not presented fairly in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the stated basis of preparation as described in section 6.7; and
• the pro forma forecasts themselves are unreasonable.

Forecasts and pro forma forecasts

The forecasts and pro forma forecasts have been prepared by management and adopted by the directors in order to provide prospective investors with a guide to the potential financial performance of GDI Property Group for the period from Completion to 30 June 2014, the six months to 30 June 2013 and the year ending 30 June 2015.

There is a considerable degree of subjective judgement involved in preparing forecasts since they relate to events and transactions that have not yet occurred and may not occur. Actual results are likely to be different from the forecasts since anticipated events or transactions frequently do not occur as expected and the variation may be material. The directors' best-estimate assumptions on which the forecasts are based relate to future events and/or transactions that management expect to occur and actions that management expect to take and are also subject to uncertainties and contingencies, which are often outside the control of GDI Property Group. Evidence may be

available to support the directors' best-estimate assumptions on which the forecasts are based however such evidence is generally future-oriented and therefore speculative in nature. We are therefore not in a position to express a reasonable assurance conclusion on those best-estimate assumptions, and accordingly, provide a lesser level of assurance on the reasonableness of the directors' best-estimate assumptions. The limited assurance conclusion expressed in this report has been formed on the above basis.

Prospective investors should be aware of the material risks and uncertainties in relation to an investment in the GDI Property Group, which are detailed in the Offer Document, and the inherent uncertainty relating to the forecasts and pro forma forecasts. Accordingly, prospective investors should have regard to the investment risks and sensitivities as described in section 8 of the Offer Document. The sensitivity analysis described in section 6.5 of the Offer Document demonstrates the impact on the forecasts of changes in key best-estimate assumptions. We express no opinion as to whether the forecasts or pro forma forecasts will be achieved.

We disclaim any assumption of responsibility for any reliance on this report, or on the forecasts or pro forma forecasts to which it relates, for any purpose other than that for which it was prepared. We have assumed, and relied on representations from certain members of management of GDI Property Group, that all material information concerning the prospects and proposed operations of GDI Property Group has been disclosed to use and that the information provided to use for the purpose of our work is true, complete and accurate in all respects. We have no reason to believe that those representations are false.

Restriction on Use

Without modifying our conclusions, we draw attention to section 6 of the Offer Document, which describes the purpose of the financial information, being for inclusion in the Offer Document. As a result, the financial information may not be suitable for use for another purpose.

Consent

Hall Chadwick Corporate (NSW) Limited consents to the inclusion of this report in the Offer Document in the form and content in which it is included. At the date of this report, this consent has not been withdrawn.

Independence

Hall Chadwick Corporate (NSW) Limited does not have any interest in the outcome of this issue other than in its capacity as Independent Accountant for which normal professional fees will be received.

Hall Chadwick Corporate (NSW) Limited was not involved in the preparation of any part of the Offer Document, and accordingly, makes no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Offer Document.

Yours faithfully

Drew Townsend Director HALL CHADWICK CORPORATE (NSW) LIMITED

FINANCIAL SERVICES GUIDE

Dated 25 November 2013

What is a Financial Services Guide (FSG)?

This FSG is designed to help you to decide whether to use any of the general financial product advice provided by Hall Chadwick Corporate (NSW) Limited ABN 28 080 462 488, Australian Financial Services Licence Number 227902 (HCC).

This FSG includes information about:

• HCC and how they can be contacted
• the services HCC is authorised to provide
• how HCC are paid
• any relevant associations or relationships of HCC
• how complaints are dealt with as well as information about internal and external dispute resolution systems and how you can access them; and
• the compensation arrangements that HCC has in place.

This FSG forms part of an Investigating Accountant's Report (Report) which has been prepared for inclusion in a combined prospectus and product disclosure statement (Offer Document). The purpose of the Offer Document is to help you make an informed decision in relation to a financial product. The contents of the Offer Document are relevant and will include details such as the risks, benefits and costs of acquiring the particular financial product.

Financial services that HCC is authorised to provide

HCC holds an Australian Financial Services Licence, which authorises it to provide, amongst other services, financial product advice for securities and interests in managed investment schemes, including investor directed portfolio serves, to retail clients.

We provide financial product advice when engaged to prepare a report in relation to a transaction relating to one of these types of finance products.

HCC's responsibility to you

HCC has been engaged by the directors of GDI Property Group Limited and the directors of GDI Funds Management Limited, as responsible entity for GDI Property Trust, to prepare an investigating accountant's report (Report) for inclusion in an Offer Document in relation to the initial public offering of stapled securities in GDI Property Group Limited and GDI Property Trust on the ASX (Offer).

You have not engaged HCC directly but have received a copy of the Report because you have been provided with a copy of the Offer Document. HCC nor the employees of HCC are acting for any person other than the GDI Property Group Limited and GDI Funds Management Limited.

HCC is responsible and accountable to you for ensuring that there is a reasonable basis for the conclusions in the Report.

General Advice

As HCC has been engaged by the GDI Property Group Limited and GDI Funds Management Limited, the Report only contains general advice as it has been prepared without taking into account your personal objectives, financial situation or needs.

You should consider the appropriateness of the general advice in the Report having regard to your circumstances before you act on the general advice contained in the Report.

You should also consider the other parts of the Offer Document before making any decision in relation to the Scheme.

Fees HCC may receive

HCC charges fees for preparing reports. These fees will usually be agreed with, and paid by, the GDI Property Group Limited and GDI Funds Management Limited, Fees are agreed on either a fixed fee or a time cast basis. In this instance, the GDI Property Group Limited and GDI Funds Management Limited has agreed to pay HCC \$70,000 (excluding CST and out of pocket expenses) for preparing the Report. HCC and its officers, representatives, related entities and associates will not receive any other fee or benefit in connection with the provision of this Report.

HCC officers and representatives receive a salary or a partnership distribution from Hall Chadwick Sydney professional advisory and accounting practice (the Hall Chadwick Sydney Partnership). Remuneration and benefits are not provided directly in connection with any engagement for the provision of general financial product advice in the Report.

Further details may be provided on request.

Referrals

HCC does not pay commissions or provide any other benefits to any person for referring customers to them in connection with a Report.

Associations and relationships

Through a variety of corporate and trust structures HCC is controlled by and operates as part of the Hall Chadwick Sydney Partnership. HCC's directors may be partners in the Hall Chadwick Sydney Partnership. Mr Drew Townsend, director of HCC and partner in the Hall Chadwick Sydney Partnership, has prepared this report. The financial product advice in the Report is provided by HCC and not by the Hall Chadwick Sydney Partnership.

From time to time HCC, the Hall Chadwick Sydney Partnership and related entities (HC entities) may provide professional services, including audit, tax and financial advisory services, to companies and issuers of financial products in the ordinary course of their businesses.

HC entities have provided, and continue to provide, a range of audit, tax and advisory services to the Client for which professional fees are received. Over the past two years professional fees of \$nil have been received from the GDI Property Group Limited and GDI Funds Management Limited.

No individual involved in the preparation of this Report holds a substantial interest in, or is a substantial creditor of, GDI Property Group Limited or GDI Funds Management Limited or has other material financial interests in the Offer.

Complaints resolution

If you have a complaint, please let either HCC know. Formal complaints should be sent in writing to: The Complaints Officer Hall Chadwick Corporate (NSW) Limited GPO Box 3555 Sydney NSW 2001

If you have difficulty in putting your complaint in writing, please telephone the Complaints Officer, Drew Townsend, on 02 9263 2600 and they will assist you in documenting your complaint.

Written complaints are recorded, acknowledged within 5 days and investigated. As soon as practical, and not more than 45 days after receiving the written complaint, the response to your complaint will be advised in writing,

External complaints resolution process

If HCC cannot resolve your complaint to your satisfaction within 45 days, you can refer the matter to the Financial Ombudsman Service (FOS). FOS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly at:

Financial Ombudsman Service Limited GPO Box 3, Melbourne Victoria 3001 Telephone: 1300 78 08 06 Facsimile (03) 9613 6399 Email: info@fos.org.au

The Australian Securities and Investments Commission also has a free call infoline on 1300 300 630 which you may use to obtain information about your rights.

Compensation arrangements

HCC has professional indemnity insurance cover as required by the Corporations Act 2001(Cth).

Contact Details

You may contact HCC at: Hall Chadwick Corporate (NSW) Limited GPO Box 3555 Sydney NSW 2001 Telephone: 02 9263 2600 Facsimile: 02 9263 2800

12. Summary of valuations

12.1. Perth Property

Savills Valuations Pty Ltd ABN 73 151 048 056 E mfosterkey@savills.com.au DL +61 (0)8 9488 4145 F +61 (0)8 9488 4112

Level 11, Allendale Square 77 St Georges Terrace Perth WA 6000 T +61 (0)8 9488 4111 savills.com.au

GDI Property Group Level 23, 56 Pitt Street SYDNEY NSW 2000

C/- Mr Steve Gillard, Managing Director

Perth Prime CBD Office Trust

GDI No.35 Pty Ltd as trustee for GDI No.35

1 October 2013

Dear Sirs,

VALUATION SUMMARY LETTER PROPERTY: MILL GREEN, 197 ST GEORGES TCE, 1 & 5 MILL STREET, PERTH, WA DATE OF VALUATION: 1 OCTOBER 2013

We have received instructions from GDI No.35 Pty Ltd as trustee for GDI No.35 Perth Prime CBD Office Trust requesting a market valuation of the freehold interest subject to existing tenancies of the abovementioned property as at 1 October 2013 for the purposes of:

• GDI No.35 Pty Ltd as trustee for GDI No.35 Perth Prime CBD Office Trust undertaking a transaction whereby it proposes to transfer Mill Green, 197 St Georges Tce, 1 & 5 Mill Street, Perth, WA to GDI Property Trust; and
• GDI Funds Management Limited as responsible entity of GDI Property Trust and GDI Property Group Limited preparing a product disclosure statement and prospectus ("Offer Document") in order to make an initial public offering of stapled securities in GDI Property Group Limited and GDI Property Trust ("GDI Property Group").

This valuation summary letter has been provided for inclusion in the Offer Document to be issued by GDI Funds Management Limited as responsible entity of GDI Property Trust and GDI Property Group Limited. We have prepared a comprehensive format valuation report which is available upon request from GDI Funds Management Limited. The following is a summary of that report. Parties seeking detailed information of our valuation should refer to our full valuation report held by GDI Funds Management Limited. We confirm our valuation was prepared in accordance with the Corporations Act and API guidelines.

PROPERTY SUMMARY

Mill Green comprises a multiple building office development constructed between 1972 and 1986. 197 St Georges Terrace was completed circa 1983 and comprises a 29 level high rise office tower located on the corner of St Georges Terrace and Mill Street. 5 Mill Street was completed in 1972 as the first stage of development and comprises 10 office levels. It is constructed immediately to the south of 197 St Georges Terrace fronting Mill Street. 1 Mill Street was completed in 1986, provides office accommodation over four levels and is located on the corner of Mill Street and Mounts Bay Road. Beneath the office towers is an extensive interlinked car park constructed over a number of levels. All buildings within the complex recently underwent a \$50 million capital works program of both base building services and cosmetic upgrades with the properties now offering quality refurbished modern office accommodation.

With natural light on all four elevations and central service cores, both 5 Mill Street and 197 St Georges Terrace enjoy very good levels of natural light around regular shaped floor plates of approximately 735 m² and 855 m² respectively. The upper levels of each building enjoy an attractive vista over the Swan River.

1 Mill Street does not benefit from any river views, but has the benefit of an approximate 2,000m² floor plate over 3 levels, configured around a central light atrium.

With 281 licensed car bays, the parking ratio for the complex equates to 1 bay per 144 m² of lettable area. By comparison to most CBD offices, this is a very generous allowance and well above the levels that would be approved by Council in a new development.

LEGAL DESCRIPTION

The subject property is legally described as an estate in fee simple and being Lot 5 on Diagram 42126 and being the whole of the land contained within Certificate of Title Volume 549 Folio 188A The property is constructed over a regular shaped site with a total land area of 8,726 m².

LETTABLE AREAS

	1 Mill St	5 Mill St	197 St Georges	Total
Car Bays	44	56	181	281
Bay Ratio (m²/Bay)	151 m²/Bay	129 m² / Bay	147 m² / Bay	143 m² / Bay
NLA (m²)	6,647.9 m²	7,201.70m²	26,550.70 m²	40,400.30 m²

TENANCY OVERVIEW

With the exception of the currently vacant 1 Mill Street, the subject tenancy profile has dramatically altered during the refurbishment program that has taken place over the last 18 months. Much of the accommodation in both 197 St Georges Tce and 5 Mill Street has been leased the Weighted Average Lease Expiry (WALE) profile of 197 St Georges and 5 Mill Street being 5.83 years and 3.36 years respectively. Overall the complex has a WALE by income and area of 4.50 and 4.62 years respectively.

The Major tenant within 197 St Georges is AMEC Minproc Limited with 27.6% of lettable area and 27.1% of net passing income whilst the next largest is Chevron with 17.5% of lettable area and 19.2% of net passing income. At the date of valuation 9.70% (2,579.3m²) of the NLA was vacant comprising three of the top levels of the tower.

The largest within 5 Mill Street is Wesfarmers General Insurance Limited occupying 10.3% of NLA and 13.3% of passing income followed by Accenture Australia Ltd with 8.3% of NLA and Marubeni Itochu with 6.1% of NLA. 24.7% (1,780m²) of the NLA is vacant comprising some of the lower levels of the tower.

Given the relatively recent commencement date of all of the leases within the development, there is minimal variance between passing income and our opinion of market income.

MARKET OVERVIEW

• WA has the highest national population growth rate at 3.5 % (12 months to December 2012)
• WA has the lowest unemployment rate in Australia at 5.0 % at May 2013.
• The Perth CBD office market vacancy rate increased from 5.7% in January 2013 to 6.9% in July 2013.
• The number of whole office floors available (including future supply) increased from 47 in July 2012 to 118 in July 2013.
• There was \$1.751 billion worth of office transactions in the 12 months to June 2013.
• Incentive levels over the last 12 months have increased to 10%-15%.

The softening of the economy over the second half of 2012 and the first half of 2013 has led to rental rates reducing to a more sustainable level and closer to economic rental levels. Whilst the full impact of the slowing resources industry has probably not translated to face rental levels, leasing incentives over the last 6 to 12 month have been quicker to respond, increasing to between 10% and 15%.

A number of large sale transactions have already taken place in 2013, suggesting that the uncertainty surrounding the prolonged future of the mining sector has not affected confidence of both domestic and international purchasers. These sales include Raine Square (\$458 million), Kings Square (\$434 million) and Allendale Square (\$231 million). All three assets have reasonably long lease expiry profiles and this is considered one of the key factors for the Perth market.

Property	Sale Price	Date	Lettable Area	Passing Initial Yield	Equated Market Yield	IRR	WALE	Building Rate
Allendale Square, 77 St Georges Terrace	\$231,000,000	May-13	28,012 m²	8.11%	8.30%	9.56%	6.26	\$8,244 /m²
8 Exhibition Street, Melbourne, VIC	\$160,200,000*	Jun-13	44,931 m²	6.50%	6.79%	8.00%	4.30	\$7,131 /m²
10 Eagle Street, Brisbane, QLD	\$195,000,000	Jun-12	28,137 m²	7.26%	7.51%	9.03%	3.91	\$6,930 /m²
12 Creek Street, Brisbane, QLD	\$241,600,000	Aug-12	32,206 m²	8.06%	7.62%	9.65%	3.86	\$7,502 /m²
231 Elizabeth Street, Sydney, NSW	\$201,000,000	Feb-13	23,275 m²	7.93%	7.43%	9.10%	7.26	\$8,636 /m²
39 Martin Place, Sydney, NSW	\$143,000,000	Dec-12	16,356 m²	5.71%	7.44%	9.41%	4.23	\$8,743 /m²
9 Castlereagh Street, Sydney, NSW	\$172,500,000	Feb-13	20,889 m²	6.59%	7.61%	9.46%	2.58	\$8,254 /m²

SALES EVIDENCE SUMMARY

VALUATION ANALYSIS

The valuation has been determined by a reconciliation between the Discounted Cash Flow (DCF) approach, Direct Comparison approach and the Capitalisation of Net Income approach. This is an accepted range of valuation approaches for office investment assets such as the subject property. In quantifying the value of the property our calculations account for a number of factors, some of which are summarised as follows:

Outgoings	The FY14 budgeted outgoings equate to \$146 /m² which is considered commensurate with other Perth CBD office buildings.
Capital Expenditure	Given the newly refurbished nature of the property there is no requirement for significant and immediate capital expenditure.
Leasing Costs	Our letting up allowances incorporate a 6 month letting up period and 15% incentive based on an average 5 year lease term for all vacant areas.
Market Rent	The passing rental levels achieved for the subject are within an anticipated market range.
Investment Parameters	Considering the current sales activity within the market, it is notable that there is reasonable demand for modern CBD assets. Given the attributes of the subject property and acknowledging the current vacancy levels, we have adopted a blended capitalisation rate of 8.25% and a discount rate of 9.25%.

Valuation Analysis:	1 Mill Street	5 Mill Street	197 St Georges Tce	Total Combined
Net Passing Income:	Vacant	\$3,470,584	\$16,934,630	\$20,412,564
		(\$586 /m²)	(\$653 /m²)
Net Market Income:	\$4,454,263	\$4,785,099	\$19,410,736	\$28,650,098
	(\$609 /m²)	(\$592 /m²)	(\$663 /m²)
Adopted Outgoings:	\$859,565	\$1,125,357	\$3,905,255	\$5,890,177
	(\$129.30 /m²)	(\$156.26/m²)	(\$146.84 /m²)	(\$145.79 /m²)
Passing Initial Yield:	N/A	6.61%	7.25%	6.15%
Equated Market Yield:	8.50%	8.49%	8.26%	8.34%
Capitalisation Rate:	8.50%	8.50%	8.25%	8.25%
Terminal Yield:	8.75%	8.75%	8.50%	8.50%
\$Rate /m² of Lettable Area:	\$6,919 /m²	\$7,290 /m²	\$8,780 /m²	\$8,209 /m²
10 Year IRR:	9.06%	9.00%	9.24%	9.18%
Rental Growth		Office Income: 2.85% (10 yr average compound rate)
Projections:		Parking Income: 2.76% (10 yr average compound rate)
Forecast Running Yield:	Year 1 – 8.36%	Year 2 – 9.08%	Year 3 – 9.40%	Year 4 – 9.70%
Current Vacancy Rate:	1 Mill Street:		100%	(6,647.90 m2 )
	5 Mill Street:		24.72%	(1,780.0 m2 )
	197 St Georges Terrace:		9.70%	(2,579.30 m²)
	Total Vacancy:		27.21%	(11,007.20 m²)
Adopted Market Value:	1 Mill Street:			\$ 46,000,000 (*)
	5 Mill Street :			\$ 52,500,000 (*)
	197 St Georges Terrace:			\$ 233,500,000 (*)
	Total Adopted Value:			\$ 332,000,000 (*)

On analysis the adopted value of \$332,000,000 reflects an initial yield of 6.15%, an equated market yield of 8.34%, an IRR of 9.18% and a rate of \$8,209/m² of Lettable Area, all of which appear reasonable having regards to the comments, disclaimers, assumptions and opinion detailed within our full valuation report.

DCF QUALIFICATIONS

We draw your attention to the fact that the DCF analysis is based on projections considered in the light of the available data. However, market conditions will change over time influenced by internal and external factors against which a review of assumptions may be warranted. For this reason, we stress that reliance upon such projections must be made with full acceptance of their limited reliability and with due consideration of the commercial risks related to such forecasts. In particular, we stress the DCF exercise referred to herein has been undertaken for the sole purpose of assisting in the determination of the current market value of the property and we make no guarantees or warranty as to the accuracy of future rental income stream projections insofar as they relate to market rental movements.

LIABILITY DISCLAIMER

Savills has prepared this letter and the formal valuation based upon information made available to us at the date of valuation. We believe that this information is accurate and complete, however we have not independently verified all such information. Savills is not providing advice about a financial product, nor the suitability of the investment set out in the prospectus. Such an opinion can only be provided by a person who holds an Australian Financial Services Licence. Savills does not, nor does the Valuer, hold an Australian Services Licence and is not operating under such a licence in providing its opinion as to the value of the property detailed in this report.

Savills has prepared this summary for inclusion in the Offer Document and has only been involved in the preparation of this summary and the valuation referred to therein. Savills has consented to the inclusion of this summary in the Offer Document in the form and context in which it is so included but has not authorised the issue of the Offer Document. Savills specifically disclaim liability to any person in the event of any omission from, or false or misleading statements included in, this Offer Document, other than in respect of the Valuation and this summary.

This letter has been countersigned to verify the letter is issued by this Company. Any reliance upon this letter should therefore be based upon the actual possession or sighting of an original document duly signed and countersigned in the before mentioned manner. Savills Valuations Pty Ltd liability is limited by a scheme approved under Professional Standards Legislation

This Valuation is current at the date of valuation only. The value assessed herein may change significantly and unexpectedly over a relatively short period of time (including as a result of general market movements or factors specific to the particular property). Liability for losses arising from such subsequent changes in value are excluded as is liability where the valuation is relied upon after the date of the valuation.

VALUERS' INTEREST Valuation Summary Letter

We confirm that Savills Valuations Pty Limited and the appointed Valuer, Mr Mark Foster-Key, do not have any pecuniary interest that would conflict with the proper valuation of the property and the valuation being made independently of GDI Property Group and/or its officers. Mill Green, 197 St Georges Terrace and 1 & 5 Mill Street, Perth, WA Date of Valuation: 1 October 2013 Valuation No: V13-3374

Neither the Valuer nor Savills Valuations Pty Ltd are licensed to provide financial services and the information detailed herein (and the full valuation report) is not intended to provide advice on your investment decision.

VALUATION SUMMARY

We assess the market value of the freehold interest in the Mill Green complex as at 1 October 2013 and subject to the details and qualifications contained within our full report, to be as follows:

\$332,000,000(*)

(Three Hundred and Thirty Two Million Dollars)

(*) This valuation amount is exclusive of a Goods and Services Tax.

Prepared by Savills Valuations Pty Ltd.

Mark Foster-Key AAPI FRICS Divisional Director Certified Practising Valuer Licensed Valuer No. 44047 For the State of Western Australia

James Cox AAPI Certified Practising Valuer Licensed Valuer No. 44548 For the State of Western Australia

The Divisional Director signatory verifies that this report is genuine, and issued by, and endorsed by Savills Valuations Pty Ltd. However the opinion expressed in this report has been arrived at by the prime signatory.

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12.2. Sydney Property

28 October 2013 Our Ref: LA:SR 61337

GDI Funds Management Limited as trustee for GDI No. 34 Sydney CBD Office Trust c/- Mr Steve Gillard, Managing Director GDI Property Group Level 23, 56 Pitt Street SYDNEY NSW 2000

Savills Valuations Pty Ltd ABN 73 151 048 056 E lalvis@savills.com.au DL +61 (0) 2 8215 8857 F +61 (0) 2 8215 8859

Level 7 50 Bridge Street Sydney NSW 2000 Australia T +61 02 8215 8888 savills.com.au

Dear Sirs

Re: Valuation Summary Letter Property: 233 Castlereagh Street, Sydney, NSW Date of Valuation: 1 October 2013

We have received instructions from GDI Funds Management as trustee for GDI No. 34 Sydney CBD Office Trust requesting a market valuation of the freehold stratum interest subject to existing tenancies of the abovementioned property as at 1 October 2013 for the purposes of:

• GDI Funds Management as trustee for GDI No. 34 Sydney CBD Office Trust undertaking a transaction whereby it proposes to transfer 233 Castlereagh Street, Sydney to GDI Property Trust; and
• GDI Funds Management Limited as responsible entity of GDI Property Trust and GDI Property Group Limited preparing a product disclosure statement and prospectus ("Offer Document") in order to make an initial public offering of stapled securities in GDI Property Group Limited and GDI Property Trust ("GDI Property Group").

This valuation summary letter has been provided for inclusion in the Offer Document to be issued by GDI Funds Management Limited as responsible entity of GDI Property Trust and GDI Property Group Limited. We have prepared a comprehensive formal valuation report which is available upon request from GDI Funds Management Limited. The following is a summary of that report. Parties seeking detailed information of our valuation should refer to our full valuation report held by GDI Funds Management Limited. We confirm our valuation was prepared in accordance with the Corporations Act and API guidelines.

Our assessment of value is undertaken in accordance with the Australian Property Institute's adopted definition of Market Value as follows:

'The estimated amount for which an asset or liability should exchange on the date of valuation between a willing buyer and a willing seller in an arm's length transaction, after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion.'

We have also been instructed to provide our opinion of Market Value subject to:

• a) 2-year income support arrangement over Levels 10 and 11 amounting to \$874,206 p.a. gross
• b) Vendor being responsible for all outstanding leasing incentives, abatements or capital contributions

Property Summary

The subject property comprises a 29-level B Grade commercial office tower situated in the Midtown Precinct of the Sydney CBD. Completed in 1976, and refurbished in 1991 and again in 2004, the property features basement parking over four split levels, ground floor food court / retail arcade and 24 upper levels of office accommodation.

The property generally enjoys a good outlook particularly from the west, with excellent easterly and north-easterly views available from Level 20 and above. There are good levels of natural light throughout the building. Floorplates in the building are regular shaped and range from approximately 770 m² to 864 m².

Legal Description

The legal title for the subject property can be described as Lot 3 in Deposited Plan 1044304. As the property has been stratum subdivided, the land areas vary throughout the property. We have reviewed the Deposited Plan and identified the following stratum land areas:

Description	Area
Car park level	2,504 m²
Retail arcade level	2,639 m²
Loading dock level	2,448 m²

Lettable Areas

Component
NLA	19,843.47 m²
Car Spaces	186
Car Space Ratio	107 m² / space

The car parking ratio is considered good when compared to other comparable properties in the Sydney CBD.

Tenancy Overview

The property is substantially occupied (95.4% occupied including Heads of Agreements and the rental guarantee) on leases and licence agreements ranging from October 2013 (monthly holdovers) to February 2021 and terms ranging from 1 year 10 months to 10 years (excluding options).

The covenant profile is considered good with exposure to legal, property / business services, IT/ telecommunications and media/communication sectors. The tenancy profile also has good exposure to publically listed and internationally-based companies.

Major leases include:

Tenant	Description	NLA (m²)	% of NLA	Expiry Date
Moray & Agnew	Solicitors	6,551.7	17.8	31 Mar 2019
Copyright Agency	Copyright management	1,727.4	8.7	30 Sep 2015
Carlson Wagonlit	Business travel	1,727.2	8.7	30 Apr 2014

The property has an acute lease expiry with 58% of the accommodation currently vacant, holding over or set to expire over the next two years. The property has a weighted average lease expiry of 2.60 years (by income) and 2.37 years (by area).

Savills Valuations Pty Ltd | ABN 73 151 048 056 Printed: 14/11/2013 2

Market Overview

• The Sydney CBD vacancy rate has increased from 7.2% to 8.9% in the six months to July 2013 (PCA, July 2013)
• The B Grade sector has a recorded vacancy of 8.0% whilst the B Grade-Midtown sub-market the submarket in which the subject is placed – has a 7.3% vacancy rate as at July 2013 (PCA, July 2013)
• Supply remains severely constrained over the short term
• Net absorption of -19,083 m² was recorded in the 12 months to July 2013
• Sales activity in the 12 months to June 2013 totalled \$2.2 billion, 36% up on the five-year average
• Indicative B Grade yields currently range from 7.50% to 8.50%
• Incentive levels range from 25–30% gross based on a 3–5 year lease term

Savills has recorded approximately \$2.2 billion of office transactions in the 12 months to June 2013 in the Sydney CBD. This is up 10% from \$2 billion in the previous 12 months, and up on the five-year average of \$1.6 billion. During this period 30 properties were sold, up on the previous 12 months (25), and up on the five-year average of 22.

Whilst "Institutional Investors" have been "net sellers" in recent times, the rate at which they are re-entering the Sydney CBD market has gathered considerable momentum. Indeed, in the 12 months to June 2013 these types of investors were net investors by \$205 million; this compares to the prior 12 month period where Funds and Trusts combined sold down over \$1 billion of Sydney CBD assets.

A lack of trading stock has reduced liquidity in the Sydney CBD. Notwithstanding, the Sydney CBD has experienced moderate liquidity levels, with eight office investments selling in excess of \$100 million over the last 12 months.

Property	Sale Price	Date	Lettable Area (m²)	Passing Initial Yield	Equated Market Yield	IRR	WALE (yrs)	Building Rate (\$/m²)
400 Kent St	(*) \$58,005,000	Aug-13	10,461.4	7.73%	7.71%	9.24%	8.14	\$5,545
60 Carrington St	\$102,800,000	Jul-13	14,584.6	7.36%	7.76%	8.53%	3.79	\$7,049
McKell Bldg, 2–24 Rawson Pl	\$130,000,000	Jul-13	26,006.2	8.47%	8.39%	9.93%	14.95	\$4,999
10 Spring St	\$91,638,000	Jun-13	14,810.7	7.44%	8.13%	9.20%	3.30	\$6,187
9 Castlereagh St	\$172,500,000	Feb-13	20,889.0	6.59%	7.61%	9.46%	2.58	\$8,254
39 Martin Pl	(^) \$143,000,000	Dec-12	16,356.6	5.71%	7.44%	9.41%	4.23	\$8,743
10 Barrack St	\$62,500,000	Dec-12	9,540.4	8.05%	7.78%	8.64%	3.09	\$6,551

Sales Evidence Summary

(*) Subject to confirmation ( # ) 50% interest (^) Excludes pricing for Martin Place Shopping Circle

Valuation Analysis

The valuation has been determined by a reconciliation between the Discounted Cash Flow (DCF) approach, Direct Comparison approach and the Capitalisation of Net Income approach. This is an accepted range of valuation approaches for office investment assets such as the subject property. In quantifying the value of the property our calculations account for a number of factors, some of which are summarised as follows:

• Contract Income: We have had regard to contract income together. Unexpended leasing incentives and rental abatements are allowed for in the Market Value analysis.
• Outgoings: The FY14 budgeted outgoings equate to \$136/m². We have reviewed the supplied outgoings, and note that all budgeted expenses appear reasonable; however, we have adopted lower electricity charges to reflect an amount more commensurate with other Sydney CBD office buildings. The adopted outgoings equate to \$128/m², or \$141/m² inclusive of non-recovery of the car parking levy.

We have also allowed for non-recovery in State Car Parking Levies, adjusted for anticipated exemption.

• Investment Parameters: Considering the current sales activity within the market, it is notable that there is a strong demand for B Grade CBD assets. Given the property's attributes, occupancy/covenant profile and position within leasing and capital markets, we have adopted a capitalisation rate of 7.50% and a discount rate of 8.75%.
• Lease Up Costs: Current letting up costs include 12 months let up, leasing incentives equivalent to 27.5% gross on a 4-year lease term and 15% leasing commission.
• Capital Expenditure: We have been provided with capital expenditure forecasts for the next three years, which we have adjusted to \$1,090,000. We have also adopted an overall sinking fund contribution equivalent to \$20/m² of lettable area from Year 4 of the cashflow together with a capital upgrade allowance on expiry of \$100/m² of lettable area.
• Market Rent: Our opinion of market rental of whole floors ranges from \$540/m² to \$595/m² gross for the office accommodation. We have typically applied a \$15–30/m² premium for part floors. The rental profile is considered to be slightly over-rented when adjusted for vacancies.

Valuation Analyses	Market Value	Market Value (^)
Adopted Market Value	\$117,300,000 (*)	\$121,000,000 (*)
Net Passing Income	\$8,647,963 (\$433/m²)	\$9,522,169 (\$477/m²)
Net Market Income	\$10,064,416 (\$505/m²)	\$10,064,416 (505/m²)
Adopted Outgoings	\$2,812,797 (\$141.04/m²)	\$2,812,797 (\$141.04/m²)
Passing Initial Yield	7.37%	7.87%
Equated Market Yield	7.73%	7.65%
Capitalisation Rate	7.50%	7.50%
Terminal Yield	7.75%	7.75%
\$Rate /m² of Lettable Area	\$5,882/m²	\$6,067/m²
10 Year IRR	8.78%	8.61%
Rental Growth Projections	Office Income: 3.83% (average compound rate)	Office Income: 3.83% (average compound rate)
Forecast Running Yield (# )	Yr 1: 5.67% Yr 3: 5.45% Yr 5: 7.90%	Yr 1: 7.04% Yr 3: 5.51% Yr 5: 7.88%
	Yr 7: 5.18% Yr 10: 7.70%	Yr 7: 4.89% Yr 10: 7.53%
Current Vacancy Rate	2,534.9 m² (12.71%)	916.0 m² (4.59%)

(^) Subject to income support arrangement and the vendor being responsible for all outstanding leasing incentives – as defined earlier in this letter

(*) These valuation amounts are exclusive of a Goods & Services Tax.

( # ) Running Yield – Net Operating Income less Tenant Incentives, Letting Up Allowances, Asset Commissions / Adopted Market Value

Our adopted values, analyses and assumptions appear reasonable having regards to the comments, disclaimers, assumptions and opinion detailed within our full valuation report.

Critical Assumptions

• Leases are executed as per the respective Heads of Agreement in relation to:
• CDE Mortgages (Suite 503)
• Soul Origin (Shops A–F)
• Secure Parking (128 car spaces)
• The executed deed in relation to the income support arrangement reflects our current understanding as stated earlier in this letter and our valuation report

Marketability

We believe that the property has good levels of marketability given the property's location, occupancy/covenant profile and position within the leasing and capital markets.

The property should normally be readily saleable following culmination of an appropriate marketing campaign or within a six month period thereafter.

Given the property's price bracket (>\$100 million) we would consider the most likely purchaser would be an institution, overseas property group, superannuation/pension fund, unlisted wholesale fund or leveraged private investor.

DCF Qualifications

We draw your attention to the fact that the DCF analysis is based on projections considered in the light of the available data. However, market conditions will change over time influenced by internal and external factors against which a review of assumptions may be warranted. For this reason, we stress that reliance upon such projections must be made with full acceptance of their limited reliability and with due consideration of the commercial risks related to such forecasts. In particular, we stress the DCF exercise referred to herein has been undertaken for the sole purpose of assisting in the determination of the current market value of the property and we make no guarantees or warranty as to the accuracy of future rental income stream projections insofar as they relate to market rental movements.

Liability Disclaimer

Savills has prepared this letter and the formal valuation based upon information made available to us at the date of valuation. We believe that this information is accurate and complete; however, we have not independently verified all such information. Savills is not providing advice about a financial product, nor the suitability of the investment set out in the prospectus. Such an opinion can only be provided by a person who holds an Australian Financial Services Licence. Savills does not, nor does the Valuer, hold an Australian Services Licence and is not operating under such a licence in providing its opinion as to the value of the property detailed in this report.

Savills has prepared this summary for inclusion in the Offer Document and has only been involved in the preparation of this summary and the valuation referred to therein. Savills has consented to the inclusion of this summary in the Offer Document in the form and context in which it is so included but has not authorised the issue of the Offer Document. Savills specifically disclaims liability to any person in the event of any omission from, or false or misleading statements included in, this Offer Document, other than in respect of the Valuation and this summary.

This letter has been countersigned to verify the letter is issued by this Company. Any reliance upon this letter should therefore be based upon the actual possession or sighting of an original document duly signed and countersigned in the aforementioned manner. Savills Valuations Pty Ltd liability is limited by a scheme approved under Professional Standards Legislation.

This Valuation is current at the date of valuation only. The value assessed herein may change significantly and unexpectedly over a relatively short period of time (including as a result of general market movements or factors specific to the particular property). Liability for losses arising from such subsequent changes in value are excluded as is liability where the valuation is relied upon after the date of the valuation.

Valuers' Interest

We confirm that Savills Valuations Pty Limited and the appointed Valuer, Mr Lester Alvis, does not have any pecuniary interest that would conflict with the proper valuation of the property and the valuation being made independently of GDI Property Group and/or its officers.

Neither the Valuer nor Savills Valuations Pty Ltd is licensed to provide financial services and the information detailed herein (and the full valuation report) is not intended to provide advice on your investment decision.

Valuation Summary

We assess the market value of the freehold stratum interest in 233 Castlereagh Street, Sydney, NSW as at 1 October 2013 and subject to the details and qualifications contained within our full report, to be as follows:

Market Value

\$117,300,000 (*)

(One Hundred and Seventeen Million Three Hundred Thousand Dollars)

Market Value subject to Income Support Arrangement and the Vendor being responsible for all Outstanding Leasing Incentives

\$121,000,000 (*)

(One Hundred and Twenty One Million Dollars)

(*) These valuation amounts are exclusive of a Goods and Services Tax.

Prepared by Savills Valuations Pty Ltd.

Lester Alvis AAPI MRICS Certified Practising Valuer Registered Valuer No. 30042

Roger Price Divisional Director Valuation and Consultancy Division

The Divisional Director signatory verifies that this report is genuine, and issued by, and endorsed by Savills Valuations Pty Ltd. However, the opinion expressed in this report has been arrived at by the prime signatory.

Savills Valuations Pty Ltd | ABN 73 151 048 056 Printed: 14/11/2013

7

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12.3. Adelaide Property

V A L U A T I O N & A D V I S O R Y S E R V I C E S

CBRE Valuations Pty Limited ABN 15 008 912 641

Level 5 151 Pirie Street Adelaide SA 5000

T 61 8 8110 3330 F 61 8 8880 3333

www.cbre.com.au

21 October 2013

GDI Funds Management Limited as trustee for GDI Premium Office Trust GDI Funds Management Limited as trustee for GDI Property Trust Level 23 56 Pitt Street Sydney NSW 2000

Summary of Valuation Report:

Grenfell Centre, 25 Grenfell Street, Adelaide SA 5000

Instructions

CBRE Valuations Pty Limited ("CBRE") accepted instructions dated 8 October 2013 from GDI Funds Management as trustee for GDI Premium Office Trust to prepare a market Valuation for the interest in the property listed above for the purposes of:

• GDI Funds Management as trustee for GDI Premium Office Trust undertaking a transaction whereby it proposes to transfer 25 Grenfell Street, Adelaide to GDI Property Trust; and
• GDI Funds Management Limited as responsible entity of GDI Property Trust and GDI Property Group Limited preparing a product disclosure statement and prospectus ("Offer Document") in order to make an initial public offering of stapled securities in GDI Property Group Limited and GDI Property Trust ("GDI Property Group").

The Valuation is to be relied upon for Prospectus purposes only and is specifically addressed for use and reliance upon by the parties named above. The Valuation is prepared in accordance with the Australian Property Institute Australia and New Zealand Valuation and Property Standards January 2012, having regard to ANZVGN 8, Valuations for use in Offer Documents. The instructions specifically request us to provide our opinion of the market value of the property as at 1 October 2013 on the following basis:

1. Market Valuation of the freehold interest subject to existing tenancies.

CBRE has been instructed to provide a full Valuation Report in addition to this Summary Letter which is included in the Prospectus document. In accordance with ANZVGN 8, our Valuation Report draws attention to the key issues and considerations impacting value and provides a detailed Property Risk Assessment and SWOT Analysis, plus the report details our Critical Assumptions, Assumptions, Disclaimers, Limitations and Qualifications and our Recommendations. As commercial investments of this nature are inherently complex and the market conditions have changed and/or have been uncertain in recent times, it is considered prudent to consider the entire contents of our Valuation Report. Therefore, we recommend that this Summary Letter is to be read and considered together with the Valuation Report. We accept no responsibility for reliance upon the Summary Letter. We refer the reader to GDI Funds Management Limited to obtain a copy of our Valuation Report.

Brief Description of the Property and Tenancy Details

Grenfell Centre, 25 Grenfell Street consists of a modern A Grade commercial building which was constructed in 1974 and extensively refurbished in 2006. The building comprises ground level foyer, sub-ground level plaza and 23 upper levels of office accommodation in addition to 1 level of basement car parking for 30 vehicles.

The building is leased to a variety of office tenants including Minister for Administrative Service, Minter Ellison Admin, Lipman Karas, Jones Lang LaSalle, Reserve Bank of Australia and Commonwealth of Australia. Retail tenants within the building include Hugo Boss Australia, Bang & Olufsen, Hair Machine and a number of local operators.

Market Movement

The valuation referred to above represents the value of the property as at the date of valuation only. The value assessed may change significantly and unexpectedly over a relatively short period of time (including as a result of general market movements or factors specific to the particular property or particular property sector). CBRE is not liable for losses arising from any subsequent changes in value.

Critical Assumptions and Reliance on Information Provided

A summary of select Critical Assumptions noted in the full Valuation Report are noted as follows:

• Our valuation calculations assume the following 'Heads of Agreements' or 'Signed Lease Offers' provided to us will be converted to fully executed Memorandum of Leases in accordance with the terms and conditions set out within each respective document. These tenancies include;
• Turi Bar Plaza Shop 3
• TBA Plaza Shop 1
• Banh Mi Grenfell Plaza Plaza Shop 2
• Hair Machine Plaza Shop 4
• Café Ellandis Foyer
• Royal Institute of Australia Basement storage

The above Heads of Agreements/Lease Offers have indicative commencement dates and are subject to the fit out works completion. We have been advised that the expected commencement dates (completion of fitouts) are 30 October 2013 (except Café Ellandis 15 October 2013) which we have relied upon within our calculations. If the commencement date or any of the terms and conditions set out within the Heads of Agreements are to change, CBRE reserve their right to review this valuation.

Discussions with the property manager and the leasing agent reveal that QPL limited will vacate the subject property at lease expiry, 13 August 2014. QPL Limited have already vacated (continue to pay rent for the remainder of the lease term) and sub-lease portion of this tenancy. We have by necessity imputed a 0% renewal probability for this tenancy and applied the applicable letting allowances to account for this impending expiry.

• There are a number of outstanding incentives within the subject property. With the assistance of the property manager, we have calculated the remaining outstanding incentives and included these within our calculations. If there is any variance between our adopted incentives and the actual incentives, CBRE reserve their right to review this valuation.
• We have investigated the Caveat (number 0308295) registered on the Certificate of Title. The Caveator is 'Cosoff Cudmore Services Pty. Ltd.' and the Caveatee is 'AMP Life Limited'. The Caveat forbids any dealings over portion (21st Floor in GP 832/1976) from 1 June 2006 expiring 1 July 2012. We do not consider this Caveat to affect the market value of the subject property.
• We have been provided with an Asbestos Containing Materials Register prepared by Carters Asbestos Management dated 28 May 2013. Their report identifies several items containing asbestos (or other hazardous materials), all with a "Low" to "Moderate" risk status.

Our valuation has relied upon this asbestos report and we have assumed it to be correct and accurate. We do not consider the findings outlined within the report, to detrimentally affect the market value of the subject property. Accordingly, no allowance has been made in the valuation to reflect any remediation costs associated with asbestos.

• We requested however were not provided with an Environmental Site Contamination Audit. We undertook a search on the Environmental Protection Authority Register, which revealed no listing of the subject property. We are not experts in this field and in the absence of a qualified environmental site contamination report; our valuation assumes the subject property is not subject to any environmental site contamination issues. If this is found incorrect, CBRE reserve their right to review this valuation.
• Our valuation calculations include rental growth assumptions throughout a defined cash flow period. These assumptions have been based on prevailing economic and market conditions as at the date of valuation. Market conditions will change over time influenced by internal and external factors against which a review of the assumptions may be warranted. Therefore reliance upon these projections must be made with full acceptance of their limited reliability and with due consideration of the commercial risks related to such forecasts. The Discounted Cashflow method of valuation referred to in the Valuation Report has been undertaken for the purpose of assisting in the determination of the current market value of the interest in the property and we make no guarantees or warranty as to the accuracy of future rental income stream projections, as these can be impacted by a combination of unforseen circumstances.
• We have relied upon information provided by GDI Funds Management Ltd and Jones Lang LaSalle (property manager).
• Our valuation is based upon the most current information available at the time the valuation was prepared. CBRE accepts no responsibility for subsequent changes in information as to income, expenses or market conditions. Any subsequent change in lease terms may also have a corresponding change to the value.

Report Content

Our Valuation Report, in addition to the content noted earlier, contains detailed information and description pertaining to; Instructions, Use and Reliance, Site Details including Location, Legal, Environmental and Town Planning; and Building Improvements along with analysis of the asset's Occupational and Financial attributes. This is followed by a comprehensive Economic, Investment Market and Adelaide Office Market Overview and details of the sales evidence regarded, along with our Investment Considerations. Finally, the report considers the value and marketability of the property. We again refer the reader of this letter to our Valuation Report for detail in respect of the above items.

Valuation Rationale

In arriving at our opinion of market value in accordance with the instructions, we have utilised the capitalisation of market net income approach and the discounted cashflow analysis. A detailed explanation of the assets investment credentials and the application of the discounted cashflow and capitalisation of market and passing income methodology is provided in the Valuation Report.

Valuation Summary

In accordance with the instructions, we summarise our valuation conclusions for Grenfell Centre, 25 Grenfell Street, Adelaide SA 5000 as at 1 October 2013 as follows:

1. Market Value - As Is - Subject to existing occupancy arrangements \$109,000,000 (One Hundred and Nine Million Dollars), GST exclusive.

The following Executive Summary outlines our Valuation Conclusions, Assumptions and Tenancy Profiles as at 1 October 2013.

VALUATION SUMMARY (100% Freehold)
Valuation Approaches	Capitalisation & DCF
Net Lettable Area (sqm)	25,138.2
Site Area (sqm)	1,968.0
NABERS Rating		4 stars Stars Energy, (Water Not Rated), (Waste Not Rated)
Date of Valuation	1 October 2013
Market Value	\$109,000,000						Lettable Area Analysis
Net Passing Income Fully Leased	\$9,577,618	\$381 psm			Other Office Tenancies
Net Passing Income Net Market Income	\$8,988,228 \$10,315,989	\$358 psm \$410 psm			41%						Monthly
Average Gross Market Rent (Office)	\$491	psm									0%
Average Gross Market Rent (Retail)	\$688	psm
Weighted Average Lease Term
(by income/by area) on occupied areas	3.7 years	3.5 years		Minister for							Retail Tenancies
Weighted Average Lease Term (by				Administrative Services							4%
Income) incl. cars, sundry and vacancies	3.6 years			4 4%
Outgoings (Adopted) PV of Outstanding Tenant Incentives	\$117 \$338,917	psm									Vacant 4%
Capitalisation Rate	8.50%			Lipman Karas 4%
Terminal Yield	8.75%
Target IRR (Discount Rate)	9.50%			Minister for
Passing Initial Yield	8.05%			Administrative Services 1						Minister for Administrative Services
Passing Initial Yield plus vacancies	8.59%			8%						5
Equivalent Yield	8.55%					Minter Ellison Admin 2 17%				18%
Reversionary (Market) Yield Value psm of NLA	9.27% \$4,336	psm
Percentage Over/Under Rented
(Total/On Occupied)	-12.87%	-27.81%
Current Vacancy Rate	4.29%	1,078 sqm
VALUATION ASSUMPTIONS			Year 1			Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10
CPI (Access) Office Market Rent Growth (gross)		2.50% (10 yr avg) 3.50% (10 yr avg)	2.40% 2.90%			2.73% 2.80% 2.63% 2.46% 2.29% 2.37% 2.65% 2.58% 2.38% 3.23% 3.55% 3.38% 3.21% 3.29% 3.62% 3.90% 3.83% 3.63%
Retail Market Rent Growth (gross)		3.50% (10 yr avg)	2.90%			3.23% 3.55% 3.38% 3.21% 3.29% 3.62% 3.90% 3.83% 3.63%
Office Effective Rent Growth(gross)		4.10% (10 yr avg)	6.12%			3.23% 6.69% 3.38% 3.21% 3.29% 3.62% 3.90% 3.83% 3.63%
Car Parking Growth		2.50% (10 yr avg)	2.40%			2.73% 2.80% 2.63% 2.46% 2.29% 2.37% 2.65% 2.58% 2.38%
Sundry Growth		2.50% (10 yr avg)	2.40%			2.73% 2.80% 2.63% 2.46% 2.29% 2.37% 2.65% 2.58% 2.38%
Outgoing Escalation		2.50% (10 yr avg)	5.00%			5.00% 2.80% 2.63% 2.46% 2.29% 2.37% 2.65% 2.58% 2.38%
Incentives Yr 1 (Office)	20.0%		20.0%			17.5% 17.5% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0%
Incentives Yr 1 (Retail)	6 mths		6 mths			6 mths 3 mths 3 mths 3 mths 3 mths 3 mths 3 mths 3 mths 3 mths
Renewal Probability (Office/Retail) Leasing Up Period Yr 1 (Office/Retail)	70% 12 mths	75% 9 mths							Lease Expiry Analysis
Assumed New Lease Term (Office/Retail)	7 years	5 years							by area (sqm)
Assumed New Lease Reviews (Office/Retail)	4.00%	3.00%				8,000
Assumed Leasing Commissions (new/renewal)	12%	5%				7,000
Lessors Works/Make Good (\$psm)	\$100 psm	\$50 psm				6,000
(Office/Retail)						5,000
Refurbishment Allowance (Yr 6/ Yr 10) Total Capital Expenditure (Yrs 1 to 11) *	\$75 psm \$9,689,296	\$100 psm \$385 psm				4,000
* Includes Refurbishment and Lessors Make Good allowances.						3,000 2,000
						1,000
TENANT PROFILE	Area (sqm)	Passing Gross Rent	Market Gross Rent	Expiry		0
Minister for Administrative Services 5	4,361.0	\$1,870,254 \$2,180,500		Jan-16		Vacant	Monthly 2013	2014 2015 2016	2017 2018	2019 2020 2021	2022 2023 2024	2025
Minter Ellison Admin 2	4,186.0	\$1,970,894 \$1,970,894		Dec-22
Minister for Administrative Services 1	2,089.5	\$1,009,786 \$1,009,786		Aug-15
Lipman Karas	1,077.5	\$509,053	\$549,525	Jul-17					Major Tenant Lease Expiry Profile
Minister for Administrative Services 4	1,046.5	\$418,048	\$497,088	Jan-16
Other Office Tenants	10,314.5	\$4,792,728 \$5,101,341		2.4 yrs		Minister for…
Retail Tenants Monthly	985.7	\$678,178	\$678,178	5.0 yrs		Lipman Karas
Car Parking		\$182,023	\$182,023			Minister for…
Sundry		\$282,123	\$282,123
Total (Gross Passing)	24,060.7	\$11,713,088 \$12,451,459				Minter Ellison…
Vacant	1,077.5	\$538,750	\$538,750			Minister for…
Vacant Cars							2013 2014	2015 2016	2017 2018	2019 2020 2021	2022 2023	2024
Vacant Sundry Total (Gross Passing Fully leased)	25,138.2	\$50,640 \$12,302,478 \$13,040,849	\$50,640					Lease Term	Option Period
Note: Gross rents include outgoings recovery (where applicable). Market rent shown for vacancies.

Consent

CBRE provides it consent for the inclusion of this Summary Letter within the PDS for GDI Funds Management Ltd or any trustee of GDI Premium Office Trust subject to GDI Funds Management Ltd making recipients of the PDS aware of the following liability disclaimers.

Liability Disclaimer

• (a) CBRE is not operating under an Australian Financial Services Licence when providing the full Valuation Report or this Summary Letter and those documents do not constitute financial product advice. Investors should consider obtaining independent advice from their financial advisor before making any decision to invest in/with GDI Funds Management Ltd or any trustee of GDI Premium Office Trust.
• (b) CBRE disclaims any liability to any person in the event of an omission from, or false and misleading statements included in the PDS, other than in respect to this Summary Letter and the full Valuation Report.
• (c) The Valuation Report and this Summary Letter are strictly limited to the matters contained within those documents, and are not to be read as extending, by implication or otherwise, to any other matter in the PDS. Without limitation to the above, no liability is accepted for any loss, harm, cost or damage (including special, consequential or economic harm or loss) suffered as a consequence of fluctuations in the real estate market subsequent to the date of valuation.
• (d) CBRE has prepared the full Valuation Report and this Summary Letter relying on and referring to information provided by third parties in including financial and market information ("Information"). CBRE assumes that the Information is accurate, reliable and complete and it has not tested the information in that respect.
• (e) References to the Property's value within this Summary Letter or the PDS have been extracted from CBRE's Valuation Report. The Valuation Report draws attention to the key issues and considerations impacting value and provides a detailed assessment and analysis as well as key critical assumptions, assumptions, disclaimers, limitations and qualifications and recommendations. As commercial investments of this nature are inherently complex and the market conditions have changed and/or have been uncertain in recent times, CBRE recommends that this Summary Letter and any references to value within the PDS must be read and considered together with the Valuation Report. This Summary Letter is to be read in conjunction with our full Valuation Report dated 1 October 2013 and is subject to the Assumptions, Limitations, Disclaimers and Qualifications contained therein. We refer the reader to GDI Funds Management Ltd or any trustee of GDI Premium Office Trust to obtain a copy of the full report.
• (f) No responsibility is accepted for any loss or damage arising as a result of reliance upon this Summary Letter.
• (g) Neither this Summary Letter nor the full Valuation Report may be reproduced in whole or in part without prior written approval of CBRE.

• (h) CBRE charges a professional fee for producing valuation reports, and the fee paid by GDI Funds Management Ltd or any trustee of GDI Premium Office Trust for the Valuation Report and this Summary Letter was \$15,000 exclusive of GST.
• (i) We confirm that the valuer does not have a pecuniary interest that would conflict with a proper valuation of the interest in the property.
• (j) This document is for the sole use of persons directly provided with it by CBRE. Use by, or reliance upon this document by anyone other than those parties named above is not authorised by CBRE and CBRE is not liable for any loss arising from such unauthorised use or reliance.

Yours sincerely CBRE Valuations Pty Limited

Cain Gurney Director – Valuation and Advisory Services

12.4. Brisbane Property

Jones Lang LaSalle Advisory Services Pty Limited ABN 56 003 262 600 Level 33 Central Plaza One 345 Queen Street Brisbane QLD 4000 GPO Box 1407 Brisbane QLD 4001 tel +61 7 3231 1311 fax +61 7 3231 1313

23 October 2013

PRIVATE & CONFIDENTIAL

GDI No 37 Pty Limited as trustee for GDI No 37 Trust GDI Funds Management Limited as responsible entity for GDI Property Trust Level 23, 56 Pitt Street Sydney NSW 2000

To Whom It May Concern,

VALUATION SUMMARY LETTER 307 QUEEN STREET, BRISBANE QLD 4000

1 Instructions

We have received instructions from GDI No 37 Pty Limited as trustee for GDI No 37 Trust requesting a market valuation of the freehold interest of the abovementioned property ("Property") as at 1 October 2013 for the purposes of:

• First Mortgage Security, to be relied upon by a Lender to be approved in writing by Jones Lang LaSalle Advisory Services Pty Ltd;
• GDI No 37 Pty Limited as trustee for GDI No 37 Trust; and
• GDI Funds Management Limited as responsible entity of GDI Property Trust and GDI Property Group Limited preparing a product disclosure statement and prospectus ("Offer Document") in order to make an initial public offering of stapled securities in GDI Property Group Limited and GDI Property Trust ("GDI Property Group").

This valuation summary letter has been provided for inclusion in the Offer Document to be issued by GDI Funds Management Limited as responsible entity of GDI Property Trust and GDI Property Group Limited. We have prepared a valuation report which is available upon request from GDI Funds Management Limited. The following is a summary of that report. Parties seeking detailed information of our valuation should refer to our full valuation report held by GDI Funds Management Limited. We confirm our valuation was prepared in accordance with the API guidelines. Our summary valuation letter includes key valuation inputs, financial details and the resultant market values. Our valuation is subject to the critical assumptions, conditions and limitations contained within our full valuation report, some (though not all) of which are detailed herein.

2 Basis of Valuation

The value given herein is that of the market value of the Property as defined by the International Valuation Standards Committee (IVSC), and endorsed by the API and PINZ, which is as follows:

"The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing and where the parties had acted knowledgeably, prudently and without compulsion."

Included within this valuation are lessor-owned items of building fixtures, fittings, plant and equipment. These items exclude all movable equipment, furniture, furnishings and tenant owned fit-out and improvements.

Liability limited by a scheme approved under Professional Standards Legislation.

3 Valuation Rationale and Glossary of Terms

In order to help explain some of the terms mentioned throughout this letter, our valuation inputs and indicated results in the valuation summaries detailed overleaf, we have provided a glossary of terms as follows:

Capitalisation Approach

The capitalisation approach involves our opinion of market rent for the Property, and the deduction of non-recoverable outgoings (if applicable) in order to determine the net market income of the Property. This net market income is capitalised at the adopted capitalisation rate to derive a core value. From our core value, present value adjustments (for rental reversions, letting up allowances, incentives, future lease agreements and short term CAPEX) have been made where appropriate in order to derive the resultant capitalised value.

Discounted Cash Flow Approach

The discounted cash flow approach involves estimating net cash flows over the period of investment (10 years), including a hypothetical sale, and then calculating the present value of that series of cash flows by discounting those net cash flows using a selected discount rate.

We stress that the estimating of future rentals and values is a very problematic exercise, which at best should be regarded as an indicative assessment of possibilities rather than absolute certainties. The process of making forward projection of key elements includes assumptions regarding a considerable number of variables which are acutely sensitive to changing conditions, variation in any of which may significantly affect value.

Passing Income

The passing income is the current or contracted rent at the date of valuation.

Market Income

The market income is the assessed market rent at the date of valuation, based on the available leasing evidence. Market rent is the estimated amount for which the property should lease on the date of valuation between a willing lessor and a willing lessee on appropriate terms in an arm's-length transaction, after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

Gross Rent

The gross rent is the rental charge inclusive of operating costs (excluding direct tenancy expenses), with the operating costs being charged as a separate amount, typically on a prorata basis.

Capitalisation Rate (Equivalent Yield)

The capitalisation rate is any divisor (usually expressed as a percentage) that is used to convert income into value. The rate or yield at which the annual net income from an investment is capitalised to ascertain its capital value at a given date. The calculations are as follows; property value estimate = net operating income / capitalisation rate.

The term equivalent yield (as utilised within our analysis of comparable sales) essentially reflects a derived capitalisation rate based on the analysed purchase price.

Terminal Yield

The capitalisation rate applied within our valuation to the net market income estimate on a fully leased basis, forecast during Year 11 of our Discounted Cash Flow (DCF) analysis. From this capitalised amount capital adjustments are made to arrive at an estimated selling price for the Property at the end of Year 10 of the DCF.

It is difficult to project long range forecasts, and we re-iterate the qualification made on the previous page regarding the problematic nature of estimates and assumptions associated with the DCF approach.

Discount Rate (IRR or Internal Rate of Return)

The discount rate is the interest rate used to discount future cash flows to determine present value.

The discount rate applied to the net cash flow of the Property is used to arrive at the adopted value using the Discounted Cash Flow approach. The term internal rate of return (as utilised within our analysis of comparable sales) essentially reflects an implied discount rate based on the analysed purchase price.

Initial Yield (Net Passing)

The annualised net passing income expressed as a percentage of the assessed value.

Initial Yield (Fully Leased)

The annualised net passing income, on a fully leased basis, expressed as a percentage of the assessed value.

Ten Year IRR (Indicated)

The Internal Rate of Return which the Property would achieve over a 10 year period given the forecast net cash flow and assessed value.

4 Executive Summary of Valuation

The Property comprises a regular-shaped parcel of land that benefits from three street frontages to Queen Street, Creek Street and Edison Lane, prominently positioned within Brisbane's Central Business District. The site area totals approximately 1,672 square metres, and is classified Multi-Purpose Centre MP1 – City Centre. The Property is improved with a semi-modern, 26 storey commercial office tower that integrates two Basement Levels of car parking, Ground Floor retail accommodation, a Mezzanine Level and 24 Upper Levels of office accommodation. The average floor plate size is circa 775 square metres with floor plates ranging from 710 square metres to 822 square metres. The building was completed in 1978 and currently provides a B-Grade standard of commercial office accommodation. The Property provides car parking for a total of 95 vehicles and approximately 19,436 square metres of Net Lettable Area, including 966 square metres of Ground Floor retail and Mezzanine Level office accommodation.

Valuation
Prepared For			GDI No 37 Pty Limited as trustee for GDI No 37 Trust
Valuation Purpose		Market Valuation for First Mortgage purposes only, with a summary letter to be included in the Offer Document to be issued by GDI Funds Management Limited as responsible entity of GDI Property Trust and GDI Property Group Limited. Reliance upon this valuation for First Mortgage purposes is subject to the approval of the Lender in writing by Jones Lang LaSalle Advisory Services Pty Ltd.
Date of Valuation		1 October 2013
Interest Valued	100% Freehold Interest
Valuation Approach				Capitalisation of Net Income and Discounted Cash Flow Approaches
Adopted Value		Excluding GST		\$120,800,000 (One Hundred and Twenty Million, Eight Hundred Thousand Dollars)
Property Particulars				Financial Summary
Net Lettable Area	Total		19,436 sqm	Gross Passing Income	\$12,782,520	(\$658 /sqm)
	Office		18,470 sqm	Gross Market Income	\$13,182,708	(\$678 /sqm)
	Retail		966 sqm	Adopted Outgoings	\$2,505,542	(\$129 /sqm)
	Other		n/a	Net Passing Income	\$10,276,978	(\$529 /sqm)
Current Vacancy (% Total NLA)			3,885 sqm (19.99%)	Net Market Income	\$10,677,166	(\$549 /sqm)
Car Parking (Ratio)			95 bays (1:205)	Weighted Lease Duration (by Income)		3.03 years
Site Area			1,672 sqm	Weighted Lease Duration (by Area)		2.89 years
Cap Approach Assumptions				DCF Approach Assumptions
Adopted Cap Rate			8.00%	Discount Rate		9.25%
Discount Rate (PV of Adjustments)			8.00%	Terminal Yield		8.125%
Adopted Cap Rate (Other Income)			15.00%	Adopted Lease Term (Office)		5.0 years
Long Term Vacancy Allowance			n/a	Adopted Lease Term (Retail)		5.0 years
Allowances for Expiries Occurring within			36 months	Weighted Rental Growth (Avg. 10yr)		2.96%
Allowances for Capex Occurring within			36 months	CPI (Avg. 10yr)		2.54%
Value based on Capitalisation Approach			\$122,249,000	Value based on DCF Approach		\$119,334,000
Valuation Summary				Valuers
Adopted Value			\$120,800,000	Name		Luke Billiau AAPI
Rate/sqm of NLA			\$6,215/sqm	Registration No.		3246
Equivalent Yield			8.09%
Initial Yield (Passing)			6.42%	Name		Fraser Bentley FAPI
Initial Yield (Fully Leased)*			8.55%	Registration No.		2388
IRR (10 yr)			9.08%	Date of Valuation		1 October 2013

* We note that the above Fully Leased yield also includes the Year 1 Income Support

5 Market Performance

We summarise the current market performance below:

• Australian GDP growth has slowed as the drivers of growth transfer from mining investment to domestic demand. Lower interest rates appear to be boosting consumer sentiment, but retail turnover remains patchy and has slowed in recent months. Leading indicators of housing construction continue to point to improvement, but business confidence and investment in non-mining sectors continues to lag.
• Following the most recent 25 basis point cash rate decrease in August 2013, there have now been cash rate decreases totalling 175 basis points since May 2012 (including May 2012). With record low official interest rates at 2.50% it is considered unlikely that interest rates will be cut much further.
• A third successive quarter of negative net absorption saw Brisbane CBD vacancy rise to its highest level since the early-1990s.
• The first half of 2013 has seen negative 71,580 sqm of net absorption, which has been influenced by public and resource sector contraction, tenant moves to the Near City and generally fragile business sentiment.
• Total vacancy rose 1.1 percentage points to 14.2%, with prime stock vacancy of 9.9% and secondary of 17.8%. Sub-lease vacancy was 2.6% of stock.
• Grocon's 480 Queen St (55,000 sqm) has commenced after a pre-sale to Dexus, while Daisho have committed to speculatively building 180 Ann St (58,000 sqm). Also under construction is Cbus' 75,000 sqm 1 William St for the State Government.
• Prime effective rents fell 2.6% in the quarter, while secondary rents fell 3.2%.
• Yields were stable in Q1/2013. Investor interest in the market remains robust and there has been over AUD 2 billion of transactions in the past year.

6 Asset Performance

We summarise the current asset performance below:

• The Property is well located within the Brisbane CBD, within the premier 'Golden Triangle' precinct, at the corner of Queen and Creek Streets. The corner location affords the accommodation good natural light and exposure characteristics.
• Overall, the Property is considered to provide a B-Grade standard of commercial office accommodation. The building is currently exempt from the NABERS Energy and Water disclosure obligation for a period of 12 months ending 3 October 2013. The building previously achieved a 2.5 Star NABERS Energy rating without Green Power and based on the information provided to us, it is expected to achieve 4.5 Star after the exemption period.
• The car parking ratio is considered average for a CBD asset based on total car parking for 95 vehicles (1 space per 205 sqm of NLA).
• Taking into consideration the Property's land size, built improvement, classification and the existing leases, we believe that the Highest and Best Use for the Property, as at the date of valuation, is its current use as a commercial office building.

7 Cash Flow Performance

We summarise the current cash flow performance below:

• The Property is approximately 20% (3,885sqm) vacant at the date of valuation, with the main tenants being Hanrick Curran Pty Ltd (8% of NLA) and Queensland Rural Adjustment (7% of NLA).
• The average gross passing rent (occupied) for the office accommodation is approximately \$620/sqm. The tenant covenants are considered average for an asset of this standard and nature. We have adopted a gross face market rent profile of \$585/sqm to \$635/sqm, allowing for a market incentive of 30%. This profile reflects an average gross face rent of approximately \$606/sqm.
• We have adopted the passing rent as market for the Ground Floor and Mezzanine Level tenancies, which reflects a gross passing range of \$790/sqm to \$6,096/sqm.
• We are of the opinion that an appropriate market rent for the reserved car parking bays is \$600 per bay per calendar month and for the casual bays \$550 per bay per calendar month.
• The weighted average lease term (by income) of 3.03 years is considered belowaverage for an asset of this nature. We note that investors remain focussed on long, secure cash flows during this period of uncertainty and beyond the mooted supply pipeline. However, there has been some recent evidence of appetite for assets with short lease expiry profiles given the dearth of quality assets with WALEs that exceed four to five years. We have adjusted for all expiries within three years of the valuation date.
• We have adopted the outgoings budget provided, which reflects approximately \$129/sqm of NLA, which is generally on par with the PCA benchmarks and comparable assets.
• We are of the opinion that the Property will require average capital expenditure over the short to medium term. Our total capital expenditure amount over 10 years reflects \$369/sqm of NLA.
• The Draft Call Option and Draft Contract of Sale provided by the instructing party outlines that the Vendor will be responsible for paying the outstanding incentives (with no discount rate applied) as at settlement. Therefore, we have undertaken our assessment of market value exclusive of all current outstanding incentive liabilities and our valuation is on this basis.
• Our valuation is subject to further critical assumptions and conditions related to cash flow items, such as income support and rental guarantees (over certain tenancies) and for further details, please refer to Section 10 of this letter.

8 Sensitivity Analysis

We provide below a sensitivity analysis for both the Capitalisation Approach and Discounted Cash Flow Approach, highlighting changes to the outcomes as a result of changes to the primary valuation inputs:

Capitalisation Approach Sensitivity

Capitalisation Rate	Core Value	Reversions	Other Adjustments	Adjusted Value
7.75%	\$137,769,890	(\$1,627,190)	(\$9,588,243)	\$126,554,000
8.00%	\$133,464,581	(\$1,627,311)	(\$9,588,243)	\$122,249,000
8.25%	\$129,420,200	(\$1,627,429)	(\$9,588,243)	\$118,205,000

DCF Approach Sensitivity

	Discount Rate	Terminal Yield
	7.875%	8.125%	8.375%
9.00%	\$123,299,000	\$121,072,000	\$118,977,000
9.25%	\$121,164,000	\$119,334,000	\$116,939,000
9.50%	\$119,077,000	\$116,950,000	\$114,948,000

9 Qualification

Jones Lang LaSalle has been engaged by GDI No 37 Pty Limited as trustee for the GDI No 37 Trust to provide a valuation of 307 Queen Street, Brisbane, Queensland.

We consent to the inclusion of this summary valuation letter in the Offer Document on the following conditions:

• This letter is a summary of the valuation of the Property only and has not been prepared for the purpose of assessing any property as an investment opportunity.
• Jones Lang LaSalle has not been involved in the preparation of the Offer Document nor have we had regard to any material contained in the Offer Document. This letter does not take into account any matters concerning the investment opportunity contained in the Offer Document.
• Jones Lang LaSalle is not providing advice about a financial product, nor the suitability of the investment set out in the Offer Document. Such an opinion can only be provided by a person who holds an Australian Financial Services Licence. Both Jones Lang LaSalle Advisory Services Pty Ltd and the valuers who are the signatories do not hold an Australian Financial Services Licence and are not operating under such a licence in providing an opinion as to the value of the Property detailed in the report.

10 Risk Analysis / Critical Assumptions, Conditions and Limitations

Our valuation is subject to, but not limited to, the following critical assumptions, conditions and limitations:

• This valuation is current as at the date of valuation only. The value assessed herein may change significantly and unexpectedly over a relatively short period of time (including as a result of general market movements or factors specific to the particular property). We do not accept liability for the losses arising from such subsequent changes in value. Without limiting the generality of the above, we do not assume any responsibility or accept any liability in circumstances where this valuation is relied upon after the expiration of 90 days from the date of valuation, or such earlier date if you become aware of any factors that have any effect on the valuation. However, it should be recognised that the 90 day reliance period does not guarantee the value for that period; it always remains a valuation at the date of valuation only.
• The property market has inherent risks related to market conditions as mentioned above and therefore we note that there is typical risk related to market conditions and their effect on the market value of the Property, including but not limited to any negative impact that can be had on the Property's market rent, capitalisation rate, discount rate and market rental growth. In this context, we also refer back to the limitations made in the above clause.
• Our valuation assumes the information provided by GDI No 37 Pty Limited as trustee for the GDI No 37 Trust is correct and we reserve the right to amend our calculations, if deemed necessary, if that information is incorrect.
• We have been provided with a copy of the Draft Call Option and Draft Contract of Sale by GDI No 37 Pty Limited as trustee for the GDI No 37 Trust on 16 September 2013. We have since been advised that the purchase price will be approximately \$120,800,000, including finalised adjustments for the outstanding incentives and Income Support. We have also been advised that the expected settlement date is 9 December 2013. In the event that negotiations regarding the sale of the Property lead to a change in the purchase price, the report should be returned to the valuer for comment and we reserve the right to amend our calculations, if deemed necessary.
• We have been advised that Rental Guarantees will be provided for three tenancies comprising part of Level 3, part of Level 6 and Level 8. The Level 3 Rental Guarantee is for a period of 12 months from settlement at an effective rental of \$110,929 per annum, in addition to outgoings recovery of \$4,681 and car parking of \$14,277 (two bays). This Rental Guarantee reflects the recent vacation of M&S Recruitment. The part Level 6 and Level 8 Rental Guarantee is from the settlement date to 28 February 2017 and for rental amounts of \$550/sqm and \$595/sqm of NLA respectively. We have been advised that this Rental Guarantee will be reviewed to 3% per annum and includes four car parking bays at \$600 per bay per month. This Rental Guarantee reflects the unknown status of the Hancock Coal Pty Ltd occupation on these floors. Our valuation is subject to these Rental Guarantees being executed per the terms and conditions adopted for our assessment.
• We have been advised that Income Support will be provided evenly over two years from the settlement date totalling \$3,399,600 (nominal). The present value amount of the Income Support factored into the aforementioned purchase price is \$3,296,734, which is marginally different to the present value adopted within our valuation due to the use of different discount rates. We have been advised that this Income Support amount will not increase or decrease as a result of any change in

the tenancy profile or income characteristics of the Property. We have accounted for this Income Support as "Other Income", which is further detailed in of our report. Our valuation is subject to the Income Support being executed per the terms and conditions adopted for our assessment.

11 Liability Disclaimer

This letter has been prepared subject to the conditions referred to within this letter. Neither Jones Lang LaSalle nor any of its Directors makes any representation in relation to the Offer Document nor accepts responsibility for any information or representation made in the Offer Document, other than this summary valuation letter.

Jones Lang LaSalle were involved only in the preparation of this summary letter and the valuation report referred to herein, and specifically disclaim any liability to any person in the event of any omission from, or false or misleading statement included in the Offer Document, other than in respect of the valuation report and this summary letter.

12 Valuers Experience and Interest

The valuers engaged in preparing the valuation reports, Fraser Bentley and Luke Billiau, are authorised by law to practise as valuers in Queensland. We confirm that the nominated valuers do not have a pecuniary interest that could conflict with the proper valuation of the Property.

Yours faithfully,

Luke Billiau AAPI Fraser Bentley FAPI Director, Valuations and Advisory, Qld Director, Head of Valuations and Advisory, Qld

Jones Lang LaSalle Jones Lang LaSalle

Certified Practising Valuer (Reg. No. 3246) Certified Practising Valuer (Reg. No. 2388)

13. Taxation

13.1. Introduction

The following is a general outline of the Australian tax consequences that may apply for certain Seed Investors and certain Stapled Securityholders.

It does not take into account the specific circumstances of any particular Seed Investor or Stapled Securityholder. Accordingly, Seed Investors and Stapled Securityholders (which includes Applicants for the purposes of this Section) should not rely on this general outline. Seed Investors and Stapled Securityholders should consult their own independent professional tax adviser regarding the tax consequences of the Offer to take into account their particular circumstances.

This outline reflects the Australian tax law and practice as at the date of this Offer Document. This general outline does not take into account or anticipate changes in the law after the date of this Offer Document, whether by way of judicial decision or legislative action, nor does it take into account tax legislation of countries apart from Australia.

This general outline does not apply to all Seed Investors or all Stapled Securityholders. For example, it does not apply to Seed Investors or Stapled Securityholders that:

• will hold their Stapled Securities on revenue account and, in the case of Seed Investors, hold their units in the Seed Trust on revenue account (for example, as trading stock, in the course of carrying on a business or for the purposes of re-sale at a profit);
• are subject to the taxation of financial arrangements rules included in Division 230 of the Income Tax Assessment Act 1997 (Cth);
• have or will change their tax residence, or otherwise have been or will be temporary residents for Australian tax purposes; or
• will hold their Stapled Securities through a permanent establishment outside their country of tax residence, and in the case of the units in the Seed Trust, have held their units in the Seed Trust through a permanent establishment outside their country of tax residence.

Unless otherwise indicated, this outline applies to Seed Investors and Stapled Securityholders who are individuals who hold Stapled Securities on their own behalf.

Seed Investors and Stapled Securityholders that are not residents of Australia for Australian tax purposes should seek their own independent professional advice regarding the tax consequences under the laws of

their country of tax residence, as well as in relation to the impact of any double tax agreement between the country of their tax residence and Australia.

The consequences described in this outline depend upon the Commissioner of Taxation favourably exercising his discretion. Applications for tax rulings have been lodged with the Australian Taxation Office seeking the exercise of the Commissioner of Taxation's discretion and seeking confirmation of certain matters described in this outline. Based on discussions with the Australian Taxation Office to date, it is anticipated that such tax rulings should be issued.

13.2. Rollover Offer

13.2.1. Disposal of Seed Trust units by Australian Seed Investors

CGT event A1:

CGT event A1 will happen as a result of the disposal by a Seed Investor of a Seed Trust unit to the GDI Property Trust. The time of the CGT event should be when the unit is transferred to the GDI Property Trust.

An Australian Seed Investor may make a capital gain if the capital proceeds from the disposal of each Seed Trust unit exceed its cost base. An Australian Seed Investor may make a capital loss if the capital proceeds from the disposal of each Seed Trust unit are less than its reduced cost base.

The capital proceeds from the disposal of each Seed Trust unit should equal the market value of the Units (or part) received, worked out at the time that CGT event A1 happens.

CGT discount:

If an Australian Seed Investor is an individual, trust or complying superannuation fund and acquired (for tax purposes) a Seed Trust unit at least 12 months before CGT event A1, any capital gain may be a discount capital gain. These Australian Seed Investors may be eligible to apply the CGT discount to their net capital gain if it includes a discount capital gain, after first offsetting any capital losses. Broadly, individuals and trusts may be entitled to a CGT discount of 50%, while complying superannuation funds may be entitled to a discount of 331 /3%.

Scrip for scrip roll-over:

An Australian Seed Investor who makes a capital gain from the disposal of a Seed Trust unit is eligible to choose scrip for scrip rollover. However, scrip for

scrip rollover cannot be chosen if any capital gain the Australian Seed Investor might make from the disposal of their replacement Units would be disregarded (except because of a rollover).

If scrip for scrip rollover is chosen, the capital gain from the disposal of a Seed Trust unit is disregarded. The way in which the Australian Seed Investor prepares their tax return is generally sufficient evidence of the making of the choice.

13.2.2. Disposal of Seed Trust units by Foreign Seed Investors

A Foreign Seed Investor may disregard a capital gain made from the disposal of a Seed Trust unit that is not "taxable Australian property".

A Seed Trust unit may not be "taxable Australian property" if the Foreign Seed Investor (together with any associates) does not hold 10% or more of the units in a Seed Trust at the time of CGT event A1, and has not held 10% or more of the units in the Seed Trust throughout a 12 month period during the 24 months preceding CGT event A1.

Foreign Seed Investors that have held 10% or more of the units in a Seed Trust, either alone or together with their associates, should obtain specific advice on the application of the Australian tax rules to any gain or loss that may arise on disposal.

13.2.3. Acquisition of Units by Seed Investors

Cost base of Units:

The method of calculating a Seed Investor's cost base and reduced cost base of each of the Units received upon disposal of their Seed Trust units will depend upon whether scrip for scrip rollover is chosen.

If scrip for scrip rollover is not chosen, or cannot be chosen, the first element of the Seed Investor's cost base and reduced cost base of each Unit is equal to the market value of the Seed Trust unit (or part) that is exchanged for the Unit. The market value of the Seed Trust unit should be worked out at the time of the acquisition of the Unit.

If scrip for scrip rollover is chosen, the first element of the cost base and reduced cost base of each Unit is worked out by reasonably attributing to it the cost base or reduced cost base of the relevant Seed Trust unit that is exchanged for the Unit.

Acquisition date of Units:

The acquisition date of the Units acquired in exchange for the Seed Trust units is the date that the Units are issued to the Seed Investors.

However, for the purposes of determining whether a capital gain made from a later disposal of their Units is eligible to be treated as a "discount capital gain", Seed Investors who choose scrip for scrip rollover are taken to have acquired their Units when they acquired their corresponding Seed Trust units.

13.2.4. Redemption of Units by Australian Seed Investors who make an Exit Election

CGT event C2:

CGT event C2 will happen as a result of the redemption of each Unit held by an Exiting Seed Investor.

An Australian Seed Investor may make a capital gain if the capital proceeds from the redemption of each Unit exceed its cost base. An Australian Seed Investor may make a capital loss if the capital proceeds from the redemption of each Unit are less than its reduced cost base.

The capital proceeds from the redemption of each Unit are expected to be the Offer Price.

The cost base and reduced cost base may depend upon whether the Australian Seed Investor chooses scrip for scrip rollover in relation to the disposal of the Seed Trust units (see Section 13.2.3).

CGT discount:

If an Australian Seed Investor is an individual, trust or complying superannuation fund and acquired (see below) a Unit at least 12 months before CGT event C2, any capital gain may be a discount capital gain. These Australian Seed Investors may be eligible to apply the CGT discount to their net capital gain if it includes a discount capital gain, after first offsetting any capital losses. Broadly, individuals and trusts may be entitled to a CGT discount of 50%, while complying superannuation funds may be entitled to a discount of 331 /3%.

The time when an Australian Seed Investor acquires a Unit for the purposes of determining whether they are eligible for the CGT discount may depend upon whether the Australian Seed Investor chooses scrip for scrip rollover in relation to the disposal of the Seed Trust units (see Section 13.2.3). For example, for these purposes Seed Investors who choose scrip for scrip rollover are taken to have acquired their Units when they acquired their corresponding Seed Trust units.

13.2.5. Redemption of Units by Foreign Seed Investors who make an Exit Election

A Foreign Seed Investor may disregard a capital gain made from the redemption of a Unit that is not "taxable Australian property".

A Unit may not be "taxable Australian property" if the Foreign Seed Investor (together with any associates) does not hold 10% or more of the units in GDI Property Trust at the time of CGT event C2.

Foreign Seed Investors that may hold 10% or more of the Units in the GDI Property Trust, either alone or together with their associates, should obtain specific advice on the application of the Australian tax rules to any gain or loss that may arise on disposal.

13.2.6. Transfer of SGT units to Seed Investors in Sydney Seed Trust

The tax consequences for a Seed Investor who receives SGT units may depend, in part, on the value of any SGT unit (or part) received in respect of each Sydney Seed Trust unit. It is anticipated that the value of each SGT unit will be nil. This general outline assumes this to be the case.

If this were not the case, a Seed Investor should consult their own independent professional tax adviser to take into account their particular circumstances, as the tax consequences may be different from those described in this general outline.

CGT event E4:

CGT event E4 will happen for a Seed Investor in the Sydney Seed Trust who receives SGT units. Based on the assumption above that the value of each SGT unit will be nil, it is not anticipated that a Seed Investor will make a capital gain from CGT event E4, or be required to make adjustments to their cost base or reduced cost base of their Sydney Seed Trust units.

Holding the SGT units:

A holder of an SGT unit who is "presently entitled" to the distributable income of the SGT should be assessed on the taxable income of the SGT, in proportion to their entitlements to that distributable income. However, it is not anticipated that distributions will be made in respect of the SGT units.

Prospective holders of SGT units should consult their own independent professional tax adviser regarding the tax consequences of acquiring, holding and disposing of the SGT units.

13.2.7. Seed Investors who make a Continuing Election

A Continuing Seed Investor should refer to Sections 13.3 to 13.8 below in relation to the acquisition, holding and disposal of Stapled Securities.

13.3. Acquisition of Stapled Securities

13.3.1. Nature of Stapled Security for tax purposes

A Stapled Security should be treated for Australian tax purposes as an investment in each of the individual securities. As such, a Stapled Securityholder should be regarded for Australian tax purposes as holding a Unit and a Share.

13.3.2. Acquiring the Stapled Securities

Under the Offer, a capital distribution will be made by GDI Property Trust in respect of each Unit to both Continuing Seed Investors and successful Applicants under the Public Offer. This capital distribution will be applied on their behalf as consideration for each Share.

CGT event E4 will happen for each Stapled Securityholder to which a capital distribution is made.

A Stapled Securityholder may make a capital gain to the extent that the capital distribution made in respect of each Unit exceeds its cost base. If a Stapled Securityholder makes a capital gain when CGT event E4 happens, the cost base and reduced cost base is reduced to nil. A Foreign Stapled Securityholder may disregard a capital gain if the Unit is not "taxable Australian property" (see Section 13.5.2 below).

If a Stapled Securityholder does not make a capital gain when CGT event E4 happens, the cost base and reduced cost base of the Unit should be reduced by the amount of the capital distribution.

13.4. Holding of Stapled Securities

13.4.1. Distributions from GDI Property Trust

The tax consequences for a Stapled Securityholder receiving distributions from the GDI Property Trust may depend, in part, upon whether GDI Property Trust is a public trading trust. It is intended that GDI will not be a public trading trust and this outline assumes this to be the case. The tax consequences for Stapled Securityholders would be different from those described in this outline if GDI Property Trust were a public trading trust.

Australian Stapled Securityholders:

In broad terms, Australian Stapled Securityholders who are "presently entitled" to the distributable income of GDI Property Trust should be assessed on the taxable income of GDI Property Trust, in proportion to their entitlements to that distributable income. Distributions will be taxable in the hands of Stapled Securityholders in the year to which the distribution relates, even if received after the end of the year and even if reinvested in new Units.

Distributions retain their character

A Stapled Securityholder's share of the taxable income of GDI Property Trust may consist of various components which have been received by GDI Property Trust. These components will generally retain their character when distributed to a Stapled Securityholder.

It is expected that the distributions made by GDI Property Trust will include rental income. The distributions may also include other components, including any capital gain on the disposal of underlying real estate assets.

Eligible Stapled Securityholders (generally, individuals, trusts or complying superannuation funds) may obtain the benefit of the CGT discount (where applicable) on distributions of discount capital gains.

Non-assessable payments

It is possible that the distributions made by GDI Property Trust to a Stapled Securityholder in respect of a year may exceed the share of the taxable income of GDI Property Trust to be included in the assessable income of that Stapled Securityholder.

In this case, CGT event E4 will generally happen. A Stapled Securityholder may make a capital gain to the extent that the non-assessable payment in respect of a Unit exceeds its cost base. If a Stapled Securityholder makes a capital gain when CGT event E4 happens, the cost base and reduced cost base of the Unit is reduced to nil. If a Stapled Securityholder does not make a capital gain when CGT event E4 happens, the cost base and reduced cost base of the Unit should be reduced by the amount of the non-assessable payment.

Foreign Stapled Securityholders:

The GDI Property Trust may withhold tax from distributions made to Foreign Stapled Securityholders.

The rate of withholding may depend upon the nature of the distribution (e.g. whether it is a distribution of rent, capital gains or something else), whether GDI Property Trust qualifies as an managed investment trust (MIT) and, if so, whether the address or place of payment for the Stapled Securityholder is an information exchange country (IEC).

It is intended that GDI Property Trust qualify as an MIT. On this basis, the distributions by GDI Property Trust of Australian source taxable income would generally be subject to a final MIT withholding tax rate at 15% if the address of the Stapled Securityholder or place of payment is in an IEC. This assumes that GDI Property Trust would not qualify as a clean building MIT. If the address of the Stapled Securityholder or place of payment is not in an IEC, a 30% withholding tax rate may apply.

If GDI Property Trust does not qualify as an MIT, distributions of Australian sourced taxable income may be subject to higher rates of non-final withholding tax (generally between 30% - 45%).

Some types of income are subject to the same rate of withholding tax, whether or not GDI Property Trust is an MIT. For example, interest will generally attract 10% withholding tax.

If a distribution is made of an amount that would not be included in the taxable income of GDI Property Trust, CGT event E4 will generally happen upon the receipt of that excess (the non-assessable payment) by the Foreign Stapled Securityholder. While a capital gain may generally be made to the extent that the non-assessable payment in respect of a Unit exceeds its cost base, such a capital gain may be disregarded by a Foreign Stapled Securityholder if the Unit is not "taxable Australian property" (see Section 13.5.2 below).

If a Foreign Stapled Securityholder does not make a capital gain when CGT event E4 happens, the cost base and reduced cost base of the Unit should be reduced by the amount of the non-assessable payment.

13.4.2. Tax treatment of dividends paid on a Share

The Shares should constitute equity interests for Australian tax purposes. Accordingly, any dividends paid by GDI Property Group Limited on the Shares should generally be capable of being franked.

Australian Stapled Securityholder:

An Australian Stapled Securityholder should include any unfranked dividends paid in respect of a Share in their assessable income.

An Australian Stapled Securityholder should include in their assessable income any franked dividends paid in respect of a Share, together with the franking credit on the franked dividend. An Australian Stapled Securityholder may be entitled to a tax offset equal to the franking credit. This tax offset may reduce the total tax payable by the Stapled Securityholder on their taxable income. If the tax offset exceeds the total tax payable by the Stapled Securityholder on their assessable income and the Stapled Securityholder is an individual or complying superannuation fund, the Stapled Securityholder may be entitled to a refund of that excess.

There are rules which can deny an Australian Stapled Securityholder the benefit of a franking credit. Where these rules apply, the tax consequences are different from those set out above. Australian Stapled Securityholders should seek their own advice in relation to the application of these rules.

Foreign Stapled Securityholder:

Franked dividends paid by GDI Property Group Limited to a Foreign Stapled Securityholder should not be subject to dividend withholding tax.

Unfranked dividends paid by GDI Property Group Limited to a Foreign Stapled Securityholder may, subject to the application of a double tax agreement, attract dividend withholding tax at a rate up to 30%.

13.5. Disposal of Stapled Securities

The disposal of a Stapled Security will be treated as a disposal of the Unit and the Share which comprise the Stapled Security. It will be necessary to reasonably attribute any consideration received (the capital proceeds) for the Stapled Security to each of the Unit

and the Share.

13.5.1. Australian Stapled Securityholder:

CGT event A1:

If a Stapled Securityholder disposes of a Stapled Security, CGT event A1 will happen in relation to each Unit and each Share forming part of the Stapled Security.

In respect of each Unit and each Share, an Australian Stapled Securityholder may make a capital gain if the capital proceeds from the disposal of each Unit or Share, as the case may be, exceed the relevant cost base. An Australian Stapled Securityholder may make a capital loss if the capital proceeds from the disposal of each Unit or Share, as the case may be, is less than the relevant reduced cost base.

The cost base and reduced cost base of each Unit and Share will depend on the particular circumstances of the Stapled Securityholder. For a Stapled Security acquired on the ASX, it will be necessary to reasonably attribute any consideration paid for a Stapled Security to each Unit and Share comprising the Stapled Security to determine their cost base and reduced cost base. In the case of Continuing Seed Investors and successful Applicants under the Public Offer, it is anticipated that the cost base and reduced cost base of the Share would include the amount of the capital distribution paid by GDI Property Trust and applied on their behalf as consideration for each Share.

CGT discount:

If an Australian Stapled Securityholder is an individual, trust or complying superannuation fund and acquired (see below) a Unit or Share, as the case may be, at least 12 months before CGT event A1, any capital gain may be a discount capital gain. These Australian Stapled Securityholders may be eligible to apply the CGT discount to their net capital gain if it includes a discount capital gain, after first offsetting any capital losses. Broadly, individuals and trusts may be entitled to a CGT discount of 50%, while complying superannuation funds may be entitled to a discount of 331 /3%.

An Australian Stapled Securityholder that acquires their Stapled Security under the Offer will generally be taken to have acquired their Unit and Share at the time they are issued. However, for an Australian Seed Investor that chooses scrip for scrip rollover in relation to the disposal of the Seed Trust units (see Section 13.2.3), they may be taken to have acquired their Units when they acquired their corresponding Seed Trust units.

13.5.2. Foreign Stapled Securityholder

A Foreign Stapled Securityholder may disregard a capital gain made from the disposal of a Unit or a Share, as the case may be, that is not "taxable Australian property".

A Unit or a Share may not be "taxable Australian

property" if the Foreign Stapled Securityholder (together with any associates) does not hold 10% or more of the Units in GDI Property Trust or Shares in GDI Property Group Limited, as the case may be, at the time of CGT event A1, and has not held 10% or more of the Units in GDI Property Trust or Shares in GDI Property Group Limited, as the case may be, throughout a 12 month period during the 24 months preceding CGT event A1.

Foreign Stapled Securityholders that have held 10% or more of the Units in GDI Property Trust or Shares in GDI Property Group Limited, as the case may be, either alone or together with their associates, should obtain specific advice on the application of the Australian tax rules to any gain or loss that may arise on disposal.

13.6. Goods and Services Tax ("GST")

No GST is payable upon the provision, acquisition or disposal of a Stapled Security or on distributions to a Stapled Securityholder.

13.7. Stamp Duty

If a Stapled Security is quoted on the ASX at the relevant time, no stamp duty should be payable on the issue, transfer or redemption of a Stapled Security.

This also assumes that no investor (together with any related or associated persons for the purposes of stamp duty law) will hold 90% or more of the Units.

13.8. Quotation of Tax File Number ("TFN") or Australian Business Number ("ABN")

A Stapled Securityholder is not required to quote their TFN or ABN to the Stapled Entities. However, withholding tax (at a rate of 46.5%, to be increased to 47% with effect for assessments from the 2014-15 income year) may be imposed in respect of distributions paid to a Stapled Securityholder unless they have quoted their TFN, (in certain circumstances) an ABN, or proof of some other exception (as appropriate). An exemption would generally be available for a Foreign Stapled Securityholder.

13.9. Tax reform

The former federal Government announced that it intended to implement a proposed new system for taxing certain trusts from 1 July 2014.

Following a federal election on 7 September 2013, the Coalition formed a new government. The new Treasurer announced that the new Federal Government would review the unenacted tax measures that were proposed by the former Federal Government.

On 6 November 2013, the Treasurer and Assistant Treasurer released a document entitled 'Restoring lntegrity ln The Australian Tax System' ("November Paper"). ln the November Paper, the new Federal Government sets out its position on whether it will proceed with certain announced, but unenacted, tax measures. ln relation to the taxation of trusts, the November Paper does not provide any specific update or position on the proposed rewrite of the taxation of trust provisions. The November Paper does indicate that the new Government proposes to proceed with a new tax regime for MlTs that they have indicated will increase certainty.

Seed Investors and Stapled Securityholders should seek their own advice on the impact of these announcements and monitor their progress.

14. Summary of material contracts

14.1. Summary of Material Contracts at Stapled Entity Level

This Section 14 contains a summary of material contracts entered into by the Stapled Entities. The main contracts, including a brief description of the contract and the parties to the contract are outlined in the following table.

Title Parties Subject Matter Section Constituent Documents GDI Funds Management Limited GDI Property Group Limited Constituent Documents The rights of Stapled Securityholders are set out in the Constitutions and the Cooperation Deed (together the "Constituent Documents"). Stapling Provisions The Constitutions contain identical stapling provisions ("Stapling Provisions"), which apply while the securities comprising the Stapled Securities are Stapled. The Stapling Provisions provide that a Stapled Security is comprised of a Share and a Unit. Essentially, the component securities are treated as one security such that a Stapled Securityholder may only deal in a Stapled Security and not individually in the Shares or Units. Accordingly, a Stapled Securityholder will always hold the same number of Shares and Units. Each Stapled Entity must use every reasonable endeavour to procure that each Stapled Security is dealt with in a manner consistent with the Stapling Provisions. The Stapling Provisions also set out the core rules governing dealings in the Stapled Securities, the stapling of additional instruments to the Stapled Securities and the unstapling of the Stapled Securities. Please refer to Section 14.2.2 for further details. 14.2 GDI Property Group Limited Constitution GDI Property Group Limited Sets out rights of shareholders and various other matters relating to the operation of GDI Property Group Limited. 14.2.3 GDI Property Trust Constitution GDI Funds Management Limited Sets out rights of unitholders and various other matters relating to the operation of GDI Property Trust. 14.2.4 Cooperation Stapled Entities Sets out rights of agreement between the 14.2.5

Stapled Entities to consult and cooperate on stapling matters and to coordinate administrative

arrangements.

Table 14.1: Material contracts

Deed

Title	Parties	Subject Matter	Section
Compliance Plan	GDI Funds Management Limited	Sets out procedures that GDI Funds Management Limited will apply in operating GDI Property Trust to ensure compliance with the Corporations Act and GDI Property Trust Constitution.	14.3
Custody Deed	GDI Funds Management Limited	Sets out the terms on which The Trust Company (Australia) Limited will act as custodian of GDI Property Trust.	14.4
	The Trust Company (Australia) Limited
Investment Management	GDI Funds Management Limited	Sets out the terms on which GDI Investment Management Pty Ltd will provide services	14.15
Agreement	GDI Investment Management Pty Ltd	in relation to the aquisition, disposal and management of the Portfolio and GDI Property Trust.
Resources Agreement	GDI Funds Management Limited	Sets out the terms on which GDI Investment Management Pty Ltd has agreed to provide	14.6
	GDI Investment Management Pty Ltd	GDI Funds Management Limited with sufficient resources to enable it to carry out its role as responsible entity.
Implementation Deed	GDI Funds Management Limited	Sets out the terms to implement the Seed Trusts Restructure, the Buyback, the Acquisitions and	14.7
	GDI Property Group Limited	the Offer.
	Others
Business Sale	Vendors	Sets out the terms on which the Vendors will sell,	14.8
and Purchase Agreement	GDI Property Group Limited	and GDI Property Group Limited will acquire, the Funds Business and the Management Company Shares.
	Others
Option Agreement	GDI Information Management Pty Ltd	Sets out the terms on which Clarence Property Corporation Limited grants GDI Information	14.9.1
	Clarence Property Corporation Limited	Management Pty Ltd a call option over the Brisbane Property.
Contract for Sale of Land	The Trust Company (Australia) Limited	Sets out the terms on which the Brisbane Property will be acquired.	14.9.2
	GDI No.37 Pty Ltd as trustee of GDI No.37 Trust
	Clarence Property Corporation Limited as trustee for the Westlawn Property Trust
Underwriting Agreement	GDI Funds Management Limited	Sets out the terms on which Credit Suisse (Australia) Limited agrees to underwrite certain	14.10
	GDI Property Group Limited	components of the offer.
	Credit Suisse (Australia) Limited
Debt Facility	Westpac	Sets out the terms on which Westpac will offer the	14.11
	GDI Funds Management Limited	Debt Facility to GDI Funds Management Limited.

14.2. Summary of GDI Property Group Limited Constitution, GDI Property Trust Constitution, Cooperation Deed and Compliance Plan

14.2.1. General

The GDI Property Group Limited Constitution and the GDI Property Trust Constitution are designed to provide for the operation of Stapled Entities, and permit and facilitate the stapling of the Shares to the Units. A general summary of the rights attaching to the Stapled Securities and other key provisions of the Constitutions, the Cooperation Deed and the Compliance Plan are set out below. This summary is not intended to be exhaustive and is qualified by the Constitutions, the Cooperation Deed, the Compliance Plan, the Corporations Act, exemptions and declarations by ASIC, the Listing Rules, waivers by ASX and the general law.

14.2.2. Stapling Provisions

The Stapling Provisions in the Constitutions are substantially identical. The Stapling Provisions apply on and from the Stapling Commencement Date (the date when Board of each Stapled Entity has determined that Stapling is to commence) and, subject to any specific provisions to the contrary in the GDI Property Group Limited Constitution or the GDI Property Trust Constitution, the Stapling Provisions prevail over all other provisions of the Constitutions (except to the extent provided in the Consitutions or where it would result in a breach of the Corporations Act, the Listing Rules or any other law).

(a) Intention

The intention of the Stapling Provisions is to ensure that to the extent permitted by law, each Stapled Security will be treated as one security.

(b) Stapling arrangements

Under the Stapling Provisions:

• (Stapling) each component of a Stapled Security must be Stapled to each other component of the Stapled Security on and from a Stapling Commencement Date;
• (No issue) a Stapled Entity must not offer or issue a component of a Stapled Security, or any option or rights to such a component without a corresponding and simultaneous offer or issue being made in respect of each other component of the Stapled Security;

• (No transfer) a Stapled Entity must not register any transfer of a component of a Stapled Security without a corresponding and simultaneous transfer of each other component of the Stapled Security;

• (Corporate action) a Stapled Entity must not cancel, buy-back or redeem a component of a Stapled Security without a corresponding and simultaneous corporate action being made in respect of each other component of the Stapled Security;

• (New Attached Securities) a Stapled Entity may cause a security to be Stapled to a Stapled Security (a "New Attached Security") provided certain conditions are satisfied including:
• the New Attached Security is (or will be) quoted on the Official List;
• ASX has indicated that it will approve the Stapling of the New Attached Security to the Stapled Securities;
• each Stapled Entity (excluding the issuer of the New Attached Security) has agreed to the Stapling of the New Attached Security and that the Stapling of the New Attached Security is in the best interests of Stapled Securityholders as a whole and is consistent with the then investment objectives of the Stapled Entities and any subsidiary of the Stapled Entities;
• the constituent documents for the New Attached Security have provisions giving effect to the Stapling;
• the issuer of the New Attached Security has agreed to enter into a deed with the other Stapled Entities acceding to the Cooperation Deed;
• where the New Attached Security is partly paid, or approval from Stapled Securityholders is required to give effect to the transaction, approval of the Stapled Securityholders has been obtained; and
• the number of New Attached Securities is identical to the number of Stapled Securities on issue;
• (Unstapling by Stapled Entities) a component of the Stapled Securities may be unstapled if:
• ASX has indicated that it will approve such unstapling and the remaining components remain quoted on the Official List as a Stapled Security;
• each Stapled Entity has agreed to the unstapling and such unstapling is not contrary to the interests of Stapled Securityholders as a whole and is consistent with the then investment objectives of the Stapled Entities and any subsidiary of the Stapled Entities; and
• the Stapling Provisions will terminate in respect of the component of the Stapled Security that has been unstapled;

• (Restapling) if a component of the Stapled Security becomes unstapled, the Stapled Entity of the unstapled component may subsequently determine that the Stapling Provisions should recommence in respect of that unstapled component;

• (Unstapling in the event of an unstapling event) where a special resolution of the members of each Stapled Entity is passed to unstaple the Stapled Securities, stapling becomes unlawful or prohibited under the Listing Rules, or a winding up is commenced in respect of a Stapled Entity, the Stapled Securities will be unstapled, provided that:

• ASX has indicated in writing that it will grant permission for the unstapling of the Stapled Security; and
• each Stapled Entity has agreed to the unstapling and that the unstapling is not contrary to the interests of Stapled Securityholders as a whole.

After the unstapling, the Stapling Provisions cease to have effect in respect of that component of the Stapled Security.

• (Meetings) meetings of each Stapled Entity may be held in conjunction with the meetings of each other Stapled Entity; and
• (Interests of Stapled Securityholders) each Stapled Entity may, subject to the Corporations Act and the terms of any applicable ASIC relief, have regard to the interests of Stapled Securityholders as a whole and not only to the interests of holders of each component of the Stapled Security.

(c) Stapling matters

The Stapling Provisions also provide that by acquiring a Stapled Security, each Stapled Securityholder will be taken to have consented to each provision in the constituent documents, including without limitation:

• the stapling of the Stapled Securities;
• any reorganisation proposal of the Stapled Securities (subject to an ordinary resolution if required by the constituent document of the relevant Stapled Entity);
• the disposal of any partly paid Stapled Security on which an instalment is due and payable but unpaid, or in respect of which a call has been validly made but remains unpaid by the due date for payment;
• the disposal of any small holding of Stapled Securities that is less than a marketable parcel;
• the restrictions on Stapled Securities that are "restricted securities", as that term is defined in the Listing Rules;
• the stapling of New Attached Securities to the Stapled Securities;

• the Stapled Securityholder becoming a member of any new stapled entity and being bound by the constituent documents for any New Attached Security;

• the unstapling of one or more Stapled Securities; and

• the restapling of an unstapled Stapled Security, (each a "Stapling Matter").

(d) Powers of attorney

In respect of each Stapling Matter, each Stapled Securityholder irrevocably appoints the Stapled Entity as the Stapled Securityholder's:

• agent and attorney in the Stapled Securityholder's name and on the Stapled Securityholder's behalf:
• to do all acts and things and execute all documents which the Stapled Entity, in consultation with each other Stapled Entity, considers necessary, desirable or reasonably incidental to effect any Stapling Matter including:
  • to agree to obtain any New Attached Security;
  • apply any distributions, redemption proceeds or other payments to obtain a New Attached Security;
  • where a New Attached Security comprises shares or an interest in shares or interests in a company or managed investment scheme, to agree to become a member of that company or managed investment scheme;
  • to do all acts and things and execute all applications, transfers, withdrawals and any other documents which the Stapled Entity considers necessary, desirable or reasonably incidental to effect the transfer of the New Attached Security to the Stapled Securityholder; and
  • as proxy to vote at any meeting in favour of any resolution to effect a Stapling Matter.

(e) New Attached Securities

A Stapled Entity has the power to do all things considered necessary, desirable or reasonably incidental to give effect to the Stapling of New Attached Securities to the Stapled Security. A New Attached Security may be transferred to a Stapled Securityholder by any means and in any manner, including but not limited to any combination of issue, sale, reduction of capital, distribution in kind or transfer.

(f) Partly paid Stapled Securities

A Stapled Security may be offered on terms that the offer price is payable by one or more instalments. If a call has been validly made on a Stapled Security but is unpaid by the due date for payment, the Stapled Security may be sold ("Defaulted Security"). Interest accrues on the unpaid amount of the call and subject to the Listing Rules, the Corporations Act and constituent documents all voting rights, entitlements to Distributions and any other rights in respect of the Defaulted Security are suspended.

(g) Application price

The Stapled Entities may agree how the application price for a Stapled Security will be allocated between the application price of each component of the Stapled Security, and in the absence of agreement will allocate as follows:

• first, to the application price for the unit (or any other component that is an interest in a trust) being an amount reflecting the net assets (adjusted for the net market value of its investments) of the relevant trust. If there is more than one stapled entity which is a trust, the amounts to be allocated between those trusts is in the ratio that the net assets of each relevant trust (adjusted for the net market value of its investments) immediately before the issue or acquisition of the Stapled Security, bears to the amount of the aggregate net assets (adjusted for the net market value of their investments) of those trusts at the end of the relevant period immediately before the issue of the Stapled Security; and
• second, to the application price of any other component that is not a unit of a trust being the lesser of the balance remaining (if any) and the amount reflecting the net assets of the relevant Stapled Entities before the issue of the Stapled Security which will be allocated between them in the ratio of their respective net assets (adjusted for the net market value of their investments).

If a reinvestment of capital or income payable to a Stapled Securityholder applies while Units are quoted on the Official List and Stapled, subject to the Listing Rules the aggregate of the offer price for each additional unit issued and the offer price for the Shares upon reinvestment is the price determined by GDI Funds Management Limited. If GDI Funds Management Limited has not determined the offer price by the date at which Units are to be issued upon reinvestment, the price will be the average of the volume weighted average price for Stapled Securities for each of the first ten "trading days" (as that term is defined in the Listing Rules) from and including the third "trading day" after the "record date" for the "distribution period" (as those terms are defined in the GDI Property Trust Constitution).

14.2.3. GDI Property Group Limited Constitution

(a) General

GDI Property Group Limited is incorporated in Australia and is governed by the laws of Australia, in particular, the Corporations Act.

(b) Stapling

The GDI Property Group Limited Constitution provides that the Stapling Provisions take effect if determined by the Board on and from the Stapling Commencement Date. Any provisions, which by their meaning and context apply only while Shares are not Stapled do not apply while the Shares are quoted on the Official List as part of a Stapled Security.

(c) Voting

Subject to the Corporations Act, any rights or restrictions attached to any class or classes of shares and to the GDI Property Group Limited Constitution;

• on a show of hands, each Stapled Securityholder present in person and each other person present as proxy, attorney or representative of a Stapled Securityholder has one vote; and
• on a poll, each Stapled Securityholder present in person has one vote for each fully paid Share held by the Stapled Securityholder and each person present as proxy, attorney or representative of a Stapled Securityholder has one vote for each fully paid Share held by the Stapled Securityholder that the person represents.

Unless a poll is demanded, the chairman may on a show of hands, declare whether a resolution has been carried or carried unanimously, or by a particular majority, or lost. If there is an equality of votes, either on a show of hands or on a poll, the chairman is not entitled to a casting vote.

Subject to the requirements of the Corporations Act, a resolution is taken to be carried if a simple majority of the votes cast on the resolution are in favour of it. At any general meeting, a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is demanded.

The quorum required for a meeting of shareholders is two Stapled Securityholders present in person (or by proxy, attorney or representative).

(d) General meeting

Annual general meetings of GDI Property Group Limited are to be held in accordance with the Corporations Act. The Board may convene and arrange to hold a general meeting of GDI Property Group Limited whenever they think fit and must do so if required to do so under the Corporations Act.

Each Stapled Securityholder will receive notice of general meetings and be entitled to attend, speak and vote at any general meeting in accordance with the Corporations Act. Currently under the Corporations Act, a notice of a general meeting must be provided to members at least 28 days before the meeting.

(e) Issue of shares and options

Subject to the Corporations Act, the Listing Rules and any special or preferential rights conferred on the holders of any Stapled Securities, shares or class of shares, the Board may:

• issue and cancel Shares;
• grant options over unissued Shares; and
• settle the manner in which fractions of a Share are to be dealt with, regardless of how they arise.

(f) Preference shares

GDI Property Group Limited may issue preference shares and issued shares may be converted into preference shares provided that the rights of the holders of the preference shares with respect to the repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividends in relation to other shares or other classes of preference shares are as set out in schedule 1 of the GDI Property Group Limited Constitution or as approved by a resolution of GDI Property Group Limited in accordance with the Corporations Act.

The rights of holders of preference shares issued by GDI Property Group Limited other than pursuant to the GDI Property Group Limited Constitution, but in accordance with the Corporations Act, are determined by the terms of issue of those preference shares and the relevant resolution of the GDI Property Group Limited, and are not determined by or affected by the rights set out in schedule 1 of the GDI Property Group Limited Constitution.

Subject to the Corporations Act and the Listing Rules, GDI Property Group Limited may issue preference shares which are, or are at the option of GDI Property Group Limited to be, liable to be redeemed or to be converted into other shares on such conditions and in such a manner as the Directors decide under the terms of issue of the preference shares.

Subject to the Corporations Act and the Listing Rules, GDI Property Group Limited may issue any combination of fully paid, partly paid or unpaid preference shares.

However, GDI Property Group Limited may not issue a preference share that confers on the holder rights that are inconsistent with those specified in the Listing Rules, except to the extent of any waiver or modification of the Listing Rules by ASX.

(g) Winding up

If GDI Property Group Limited is wound up, the liquidator may, with the sanction of a special resolution, divide among shareholders, the whole or part of the property of GDI Property Group Limited and for this purpose, may set such value as the liquidator considers fair on any property and determine how the division should be carried out as between the shareholders or different classes of shareholders.

(h) Small holdings

If the Board determines that a Stapled Securityholder is a holder of Shares the aggregate of which at the relevant date is less than a marketable parcel (as that term is defined in the Listing Rules) ("Relevant Shares"), GDI Property Group Limited may give the Stapled Securityholder a notice to notify the Stapled Securityholder that GDI Property Group Limited intends to sell the Relevant Shares in accordance with the GDI

Property Group Limited Constitution after the end of the relevant period specified in the notice ("Relevant Period"). The Stapled Securityholder may at any time before the end of the Relevant Period notify GDI Property Group Limited in writing that the Stapled Securityholder desires to retain the Relevant Shares and if the Stapled Securityholder does so GDI Property Group Limited will not be entitled to sell the Relevant Shares under that notice. If the Stapled Securityholder does not notify GDI Property Group Limited, at the end of the Relevant Period GDI Property Group Limited is entitled to sell on-market (or in any other way determined by the Board) the Relevant Shares.

(i) Transfer of Shares

Subject to the GDI Property Group Limited Constitution and the Listing Rules, the Shares are transferable in any manner permitted by the operating rules of the relevant clearing settlement facility ("CS facility"), or by any other method of transfer which is required or permitted by the Corporations Act and ASX.

If permitted to do so by the Listing Rules, the Board may request the operator of the relevant CS facility to apply a holding lock to prevent a transfer of Shares, or refuse to register a transfer of other Shares. The Board must refuse to register a transfer or request the relevant CS facility operator to apply a holding lock if the Listing Rules require GDI Property Group Limited to do so, or the transfer is in breach of the Listing Rules or a "Restriction Agreement" (as that term is defined in the Listing Rules).

(j) Board

The Board is, among other things, responsible for the overall corporate governance of GDI Property Group Limited.

Unless otherwise determined by Stapled Securityholders in a general meeting, the number of directors on the Board is not to be more than 10 and not less than three. Stapled Securityholders may also by resolution increase or reduce the minimum or maximum number of Directors on the Board.

At each annual general meeting, there must be an election of Directors. Directors who must retire from office (but are eligible to stand for re-election) at the annual general meeting are as follows:

• a Director who has held office for three years or more;
• a Director who has been appointed to fill a casual vacancy on the Board or as an addition to the existing composition of the Board; and
• if none of the above, the Director who has served office longest without re-election. If there are two or more such Directors who have been in office an equal length of time, then in default of agreement, the director to retire will be determined by ballot.

The Board must act in good faith and in the best interests of GDI Property Group Limited as a whole. Subject to this duty, a Director appointed by a particular Stapled Securityholder may have regard to, and act in the interests of, their appointing Stapled Securityholder.

Members of the Board are entitled to be remunerated for their services as Directors. The total amount of the remuneration for all of the Directors on the Board must not exceed \$3,000,000 per year, or any greater sum from time to time determined by Stapled Securityholders in a general meeting. The remuneration is to be divided among the Board in the proportion and manner agreed between them or, in default of agreement, equally.

The Board may appoint an employee of GDI Property Group Limited or one of its subsidiaries to the office of managing director or executive director, to hold office as a director of GDI Property Group Limited for the period determined at the time of appointment, but not to exceed the term of employment of the employee. One managing director nominated by the Board is, while holding that office, exempt from retirement by rotation. The Board may fix the remuneration of a managing director or an executive director, which may be paid by way of salary or commission or participation in profits or by all or any of these modes, but may not be paid by a commission on or percentage of operative revenue.

Questions arising at a Board meeting will be decided by a majority vote. The chairman of the meeting has a casting vote, unless only two Directors are present and entitled to vote at the meeting on the particular question.

At a Board meeting, the number of Directors whose presence in person or by proxy is necessary to constitute a quorum is as determined by the Board and, unless so determined, is two.

(k) Directors' indemnities

The Constitution provides for the indemnification of any current or former Directors, secretaries, or officers or senior managers of GDI Property Group Limited or its subsidiaries against all liability (except legal costs) incurred by that person in that capacity, and all legal costs incurred in defending or resisting any proceedings in which the person becomes involved because of that capacity, unless GDI Property Group Limited is forbidden by law to indemnify the person or an indemnity in this manner would be made void by law.

(l) Dividends

Subject to the Corporations Act, the GDI Property Group Constitution and the terms of issue or rights of shares with special rights, the Board may determine to distribute out all sums that GDI Property Group Limited determines are to be distributed to Stapled Securityholders as dividends in proportion to the Stapled Securities held by them, paid in proportion to the amounts paid, or credited as having been paid, on their Shares.

The Board may deduct from any dividend payable to a Stapled Securityholder, any sums presently payable by that Stapled Securityholder to GDI Property Group Limited on account of calls or otherwise in relation to Shares.

When resolving to pay a dividend, the Board may:

• resolve that the dividend be satisfied either wholly or partly by the distribution of specific assets to some or all of the persons entitled to the dividend, Shares in or debentures of GDI Property Group Limited or fully paid shares in or debentures of any other body corporate; and
• direct that the dividend payable on any particular shares be satisfied wholly or partly by such a distribution and that the dividend payable on other shares be paid in cash.

(m) Partly paid Stapled Securities

In consultation with the other Stapled Entity, each Stapled Entity may determine that Stapled Securities are to be offered for sale or subscription on the basis that the offer price is payable by instalments.

The Board may at any time make calls upon Stapled Securityholders in respect of any moneys unpaid on their Stapled Securities. If a call has been validly made but is unpaid by the due date for payment, the Board may sell, re-issue or otherwise dispose of that Stapled Securityholder's Stapled Securities as such terms as the Board thinks fit.

14.2.4. GDI Property Trust Constitution

GDI Property Trust is a managed investment scheme and the main rules governing its operation are set out in the GDI Property Trust Constitution dated 4 November 2013. The Corporations Act, exemptions and declarations given by ASIC, the Listing Rules (subject to waivers) and the general law of trusts are also relevant to the rights and obligations of GDI Funds Management Limited and Stapled Securityholders. The main provisions of the GDI Property Trust Constitution that deal with the respective rights and obligations of Stapled Securityholders and GDI Funds Management Limited are as set out below and in Section14.2.2 (Stapling provisions):

(a) Income and Distribution to Stapled Securityholders

Subject to the terms of issue of particular Stapled Securities, Stapled Securityholders are generally entitled to share in income and capital distribution in proportion to the number of Stapled Securities they hold.

Distributable income, if any, will be paid semi-annually within three months of the last day of each December and June period, and such other days as GDI Funds Management Limited designates.

If GDI Funds Management Limited approves, Stapled Securityholders may choose to reinvest some or all of a distribution by acquiring additional Units. GDI Funds Management Limited may also distribute any amount of capital to Stapled Securityholders pro rata at any time. Pro rata distribution may be in the form of cash or by way of additional Units, or in the form of other assets.

(b) Transfer of Units

Subject to the Corporations Act and the Listing Rules, while the Stapled Securities are quoted for trading on ASX, they may be transferred by any method permitted by the operating rules of ASX's clearing and settlement facility, the Corporations Act, the ASX or ASIC. However, "restricted securities" (as defined in the Listing Rules) cannot be disposed of during the "escrow period" (as defined in the Listing Rules), and GDI Funds Management Limited must not register a transfer of "restricted securities" during the "escrow period" except as permitted by the Listing Rules or ASX.

(c) Withdrawal

Units may not be redeemed while GDI Property Trust is listed except by way of an on-market or off-market buyback or withdrawal offer.

(d) Powers and delegation

GDI Funds Management Limited has powers:

• to invest, borrow or raise money (including to issue an interest, right or instrument relating to GDI Property Trust other than a Unit or option), grant all types of security, enter into an underwriting arrangement and generally manage GDI Property Trust;
• to enter into a reorganisation of GDI Property Trust such as an exchange of Stapled Securities for other securities or an exit proposal, although Stapled Securityholder approval by ordinary resolution would be required in some circumstances.

When the Offer has closed and the Application Monies for Stapled Securities under the Offer has been received by GDI Funds Management Limited or its agent, GDI Funds Management Limited may carry out all necessary steps including the execution of documents to implement the Transaction. GDI Funds Management Limited may amend the Constitution by deed, but must have the changes approved by special resolution of Stapled Securityholders if the Corporations Act requires this to occur.

(e) Meetings

While GDI Property Trust is a registered managed investment scheme, Stapled Securityholders' rights to requisition, attend and vote at meetings are as prescribed by the Corporations Act.

(f) Rights and limitation of liability of GDI Funds Management Limited

GDI Funds Management Limited may hold Units and deal with itself as trustee of GDI Property Trust in another capacity, subject to the Corporations Act.

GDI Funds Management Limited is not liable in contract, tort or otherwise to Stapled Securityholders for any loss suffered in any way relating to GDI Property Trust except to the extent that the Corporations Act imposes such liability.

GDI Funds Management Limited has a right of indemnity out of the assets of GDI Property Trust in respect of any liability incurred by it in properly performing its duties in relation to GDI Property Trust. This indemnity continues after GDI Funds Management Limited retires or is removed as responsible entity of GDI Property Trust and is subject to the Corporations Act.

(g) Stapled Securityholders' liability

The GDI Property Trust Constitution provides that a Stapled Securityholders' liability is limited to the amount if any which remains unpaid in relation to their Units, except where GDI Funds Management Limited is entitled to be indemnified by the Stapled Securityholder for tax or costs which are incurred as a result of, amongst other things, a Stapled Securityholder's action or inaction. A Stapled Securityholder need not indemnify GDI Funds Management Limited if there is a deficiency in the assets of GDI Property Trust or meet the claim of any creditor of GDI Funds Management Limited in respect of GDI Property Trust's assets. However, the effectiveness of these provisions has not been tested in superior courts.

(h) GDI Funds Management Limited's fees and expenses

GDI Property Trust Constitution entitles GDI Funds Management Limited to be paid management fees from the assets of GDI Property Trust equal to GDI Funds Management Limited's reasonable costs, including all overheads and internal expenses of GDI Funds Management Limited and whether the costs are incurred directly by GDI Funds Management Limited or reimbursed by GDI Funds Management Limited to any of its related bodies corporate, in providing its services as responsible entity for which it is not otherwise reimbursed. Once GDI Funds Management Limited has incurred relevant costs, it may from time to time demand all or part of that amount of the fee to be paid. GDI Funds Management Limited may decide not to seek reimbursement of all costs and expenses.

GDI Funds Management Limited is entitled to be indemnified out of GDI Property Trust's assets for the types of costs and expenses listed in the GDI Property Trust Constitution and any other expenses incurred in the proper performance of its duties in relation to GDI Property Trust.

(i) Winding up

On winding up, each Stapled Securityholder is entitled to receive a share of the value of GDI Property Trust's assets, after meeting all liabilities and expenses, proportionate to the number of fully paid Stapled Securities held. GDI Property Trust continues until the earlier of:

• where GDI Property Trust remains a registered managed investment scheme – the date which the Stapled Securityholders determine by extraordinary resolution or a date determined by GDI Funds Management Limited and advised by written notice to Stapled Securityholders at least 60 days before the proposed date of termination; or
• where GDI Property Trust is not a registered managed investment scheme – the date specified by GDI Funds Management Limited in a notice to Stapled Securityholders sent at least one month before the proposed termination; or
• the date on which GDI Property Trust terminates in accordance with its constitution or by law.

No Units may be issued or redeemed after the 80th anniversary of the day before the day GDI Property Trust commenced unless that issue or redemption would not offend the rule against perpetuities or any other rule of law or equity.

(j) Small holdings

If GDI Funds Management Limited determines that a Stapled Securityholder is a holder of Stapled Securities the aggregate of which at the relevant date is less than a marketable parcel (as that term is defined in the Listing Rules) ("Relevant Units"), GDI Funds Management Limited may give the Stapled Securityholder a notice to notify the Stapled Securityholder that GDI Funds Management Limited intends to sell the Relevant Stapled Securities in accordance with the GDI Property Trust Constitution after the end of the relevant period specified in the notice ("Relevant Period"). The Stapled Securityholder may at any time before the end of the Relevant Period notify GDI Funds Management Limited in writing that the Stapled Securityholder desires to retain the Relevant Stapled Securities and if the Stapled Securityholder does so GDI Funds Management Limited will not be entitled to sell the Relevant Stapled Securities under that notice. If the Stapled Securityholder does not notify GDI Funds Management Limited, at the end of the Relevant Period GDI Funds Management Limited is entitled to sell on-market (or in any other way determined by the GDI Funds Management Limited Board) the Relevant Stapled Securities.

For a "New Small Holding" (as defined in the GDI Property Trust Constitution), GDI Funds Management Limited is entitled to deduct the costs of the sale from the proceeds, and the voting and dividend rights attached to these Units will be temporarily suspended.

14.2.5. Cooperation Deed

(a) Stapling Commencement Date

The Cooperation Deed states that, in accordance with the Constitutions, the date upon which Stapling of Shares and Units is to commence is the first date on which the Board has determined that Stapling is to commence.

(b) Cooperation

Each Stapled Entity is a party to the Cooperation Deed. The Cooperation Deed provides for the sharing of information between the Stapled Entities and obliges the Stapled Entities to adopt consistent accounting policies and valuation policies and to coordinate the provision of all reports, circulars and other information which are required by law or the Listing Rules or which it is reasonably desirable to provide to Stapled Securityholders.

To the extent permitted by law, the Stapled Entities will conduct the affairs of GDI Property Group as if the entities were a single economic unit.

Under the Cooperation Deed, the Stapled Entities agree to:

• cooperate and consult with each other in relation to all stapling arrangements, including:
• the agreement not to offer, issue, transfer, consolidate, divide, redeem, buy-back or cancel any component of a Stapled Security without a simultaneous and corresponding action in respect of each other component of the Stapled Security;
• disclosing to each other all financial information and providing all assistance in relation to the preparation of the accounts for GDI Property Group;
• the maintenance of a single Stapled Security register;
• the coordination of meetings of Stapled Securityholders;
• the making of calls and disposal of a partly paid component of a Stapled Security on which an instalment is due and payable but unpaid, or in respect of which, a valid call has been made but has not been paid in the time specified in the call;
• the disposal of small holdings of securities comprising the Stapled Security that are less than a marketable parcel (as that term is defined in the Listing Rules);
• the payment of dividends and Distributions on the Stapled Securities;

• the allocation of the issue, redemption or buyback price of each Stapled Security in various circumstances;

• the unstapling or restapling of a component of a Stapled Security;

• the unstapling of the Stapled Securities;
• the winding up of a Stapled Entity; and
• consult with each other before making an acquisition or disposal, or allowing any of the respective subsidiaries to make an acquisition or disposal of an asset the value of which is 5% or greater of the net tangible assets of that Stapled Entity;
• consult with each other before borrowing or raising any money; and
• indemnify each other Stapled Entity for any loss incurred as a consequence of any act or omission by that other Stapled Entity in complying with any provisions of the Cooperation Deed.

(c) Reimbursement of costs

If a Stapled Entity incurs costs for or on behalf or for the benefit of GDI Property Group, that Stapled Entity may seek reimbursement for those costs from the other Stapled Entity. Unless otherwise agreed, these reimbursement costs will be apportioned between the Stapled Entities in accordance with the proportion that the gross revenue of that Stapled Entity bears to the gross revenue of GDI Property Group for the quarter most recently ended, as shown in the management accounts.

(d) Financial benefits

The Cooperation Deed provides that each Stapled Entity covenants and agrees with each other Stapled Entity that, while Stapling applies and to the maximum extent permitted by law, if called upon by the other Stapled Entity it will enter into any agreement, document or arrangement and do any act, matter or thing at the request or direction of the other Stapled Entity in respect of the provision of loans, guarantees and security for GDI Property Group borrowing or raising money, subject to certain exceptions.

(e) Allocation of issue price

The Cooperation Deed provides for the Stapled Entities to agree what part of the amount payable for the issue, redemption or buy-back of a Stapled Security is to represent the issue, redemption or buyback price of each component of the Stapled Security.

In the case of an issue or redemption of Stapled Securities, unless the Stapled Entities agree otherwise, the allocation of this amount is to be based on the methodology set out in the stapling provisions in the Constitutions. In the case of a buy back of Stapled Securities the allocation of this amount is to be based on the respective fair values of each component of the Stapled Securities as determined by agreement

between the parties immediately prior to the buy back of the Stapled Security.

(f) Single register

The Stapled Entities may maintain a single Stapled Security register. If separate registers are kept, the parties must ensure that the registers are entirely consistent with each other.

(g) Paramountcy of Constituent Documents

If there is any inconsistency between the obligations of a Stapled Entity under the Cooperation Deed and the Constitutions, the provisions of the relevant Constitution apply to the extent of the inconsistency.

(h) Amendment

The Cooperation Deed may be amended in relation to certain matters by agreement of the Stapled Entities.

(i) Disputes

Notice of any dispute arising under the Cooperation Deed must be given to each Stapled Entity and each party to the dispute must use its best endeavours to resolve the dispute within 10 Business Days of receiving the notice or such longer period as agreed. If the parties to the dispute do not resolve the dispute in that time, the chief executive officer or other senior employee of the relevant Stapled Entities must negotiate in good faith to resolve the dispute for a period of up to 10 Business Days. No court proceedings must be commenced unless the above steps have been followed except where urgent injunctive relief is sought or where the dispute relates to compliance with these steps.

(j) Limitation of liability of GDI Funds Management Limited

Any liability of GDI Funds Management Limited arising under or in connection with the Cooperation Deed is limited and can be enforced against GDI Funds Management Limited only to the extent to which it can be satisfied out of property of GDI Property Trust and for which GDI Funds Management Limited is actually indemnified for the liability.

14.3. Compliance Plan of GDI Property Trust

The Compliance Plan for GDI Property Trust describes the procedures that GDI Funds Management Limited, in its capacity as responsible entity of GDI Property Trust, will apply in operating GDI Property Trust to ensure compliance with the Corporations Act and GDI Property Trust Constitution (in accordance with Part 5C of the Corporations Act).

Under the Compliance Plan, the Board may appoint a compliance committee for GDI Property Trust (to be comprised of a majority of external members) which will oversee GDI Funds Management Limited's procedures for complying with the Compliance Plan, and has done so. See Section 9.5.1.

You can inspect a copy of GDI Property Trust's compliance plan and GDI Property Trust's policy regarding the exercise of discretions under the GDI Property Trust Constitution which affect Unit price calculations, valuation policy and other matters, free of charge at the offices of GDI Property Trust at any time between 9.00am and 5.00pm AEST on a Business Day in Sydney, New South Wales.

14.4. Summary of Custody Deed

GDI Funds Management Limited has appointed the Custodian to provide custody services in respect of GDI Property Trust, the Adelaide Trust and the Sydney Trust under a custody deed dated on or about the date of this Offer Document. The Custodian will hold the assets of GDI Property Trust and deal with the assets in accordance with the terms of the custody deed and proper instructions given by GDI Funds Management Limited. The Custodian may not sub-contract custody services to a sub-custodian unless it obtains the written consent of GDI Funds Management Limited. Under the custody deed, GDI Funds Management Limited indemnifies the Custodian from liabilities for any action taken or omitted by the Custodian in accordance with a proper instruction from GDI Funds Management Limited under the custody deed. The Custodian may terminate the custody deed on 90 days' notice to GDI Funds Management Limited.

Custody deeds have also been entered into with GDI No.37 Pty Ltd and GDI No.35 Pty Limited to provide similar services in relation to the Brisbane Property and the Perth Trust.

14.5. Summary of Investment Management Agreement

GDI Investment Management Pty Ltd has entered into an investment management agreement on or about the date of this Offer Document ("IMA") with GDI Funds Management Limited under which GDI Investment Management Pty Ltd has been appointed as provider of fund management services to GDI Funds Managment Limited. The services include:

• To deal with GDI Property Trust's investments and advise on the acquisition and disposal of investments;
• To advise on the borrowings required to meet funding requirements of GDI Property Trust;

• To ensure performance of day to day management, secretarial, accounting, administrative, liaison, representative and reporting functions and obligations of GDI Funds Managment Limited and provide personnel to assist GDI Funds Managment Limited;

• To manage investments on behalf of GDI Funds Managment Limited; and

• To recommend payment of distributions to Stapled Securityholders.

Under the IMA, GDI Investment Management Pty Ltd is entitled to a fee on a cost recovery basis, based on the reasonable cost of providing the services, but may choose to waive part of the fee to which it would otherwise be entitled. This fee does not impact returns for Stapled Securityholders, as GDI Investment Management Pty Ltd and GDI Funds Managment Limited are both wholly owned by GDI Property Group Limited.

The IMA also sets out the parties' rights of indemnity and reimbursement for expenses.

The IMA will continue until the date of final distribution of the assets of GDI Property Trust. The IMA can also be terminated if there are insolvency events or GDI Investment Management Pty Ltd ceases to be wholly owned by GDI Property Group Limited.

14.6. Summary of Resources Agreement

GDI Investment Management Pty Ltd has entered into a resources agreement on or about the date of this Offer Document with GDI Funds Management Limited pursuant to which it has agreed to provide GDI Funds Management Limited with sufficient resources (such as staff, premises, computer systems and other equipment) to carry out its role as responsible entity and trustee for a fee calculated as the "base cost" of providing the resources or such other fixed or variable fee that the parties agree. The resources to be provided must be of appropriate quality so that the functions specified in the agreement can be properly performed in a manner and to a standard which allows GDI Funds Management Limited to discharge its duties under relevant legislation and regulatory policy, the constitution and compliance plan for GDI Property Trust, and the conditions of its AFSL. The resources agreement may be terminated by either party giving 120 days' prior written notice to the other, or earlier by GDI Funds Management Limited if GDI Investment Management Pty Ltd fails to fulfil its obligations under the agreement, and such breach causes GDI Funds Management Limited to breach a law, regulation or licence condition or contributes to such a breach.

14.7. Summary of Implementation Deed

Under the Implementation Deed and subject to certain limitations and conditions, the parties listed below agree to take all necessary or desirable steps within their respective powers and to use their respective best endeavours to implement the Seed Trusts Restructure, Acquisitions and Offer ("Restructure Steps"), together with any other transactions and actions contemplated by clause 3 of the Implementation Deed, subject to their respective constitutions, the conditions referred to below and applicable law.

The parties to the Implementation Deed are:

• GDI Property Group Limited;
• GDI No.35 Pty Limited (as trustee of Perth Seed Trust);
• Gillard GDI Pty Limited and Veale GDI Pty Limited (in their own capacities and as partners of the GDI Property Group Partnership);
• GDI Funds Management Limited (as trustee and responsible entity of the GDI Property Trust, and trustee of Adelaide Seed Trust and Sydney Seed Trust);
• GDI Capital Pty Limited;
• GDI Investment Management Pty Ltd;
• Flanard Investments Pty Limited;
• GDI Investor Pty Limited (in its own capacity);
• Kindol Pty Limited;
• David Williams;
• Paul Malek;
• Steven Gillard; and
• Anthony Veale.

The Restructure Steps will become enforceable only if certain conditions precedent are fulfilled or otherwise waived on or before the sunset date of 30 June 2014. In general, these conditions precedent relate to commercial, legal and regulatory factors that are essential to the success of the Seed Trusts Restructure, the Acquisitions and the Offer, and include:

• entry into the Business Sale and Purchase Agreement;
• GDI Funds Management Limited having established a new special purpose trust, in which it or the Custodian will hold all of the units, and GDI Investment Management Pty Ltd nominating the Custodian as the purchaser under the contract for sale of the Brisbane Property;
• drafts of certain tax rulings for the benefit of certain persons being obtained and not having been withdrawn, or threatened to be withdrawn;
• the conditions for drawdown of funding under the Debt Facility having been satified;
• ASIC and ASX having granted and issued or provided such consents, approvals and relief instruments or

having done such other acts which the parties agree are reasonably necessary or desirable to effect the Restructure Steps;

• the state revenue office in each of New South Wales and South Australia having not withdrawn, or threatened to withdraw, rulings issued or relief from the payment of stamp duty granted in relation to the Restructure Steps;
• the assessment and other information regarding rulings and relief to be received by GDI Funds Management Limited from the revenue office in Western Australia being withdrawn or threatened to be withdrawn or replaced by an alternative assessment indicating that stamp duty payable in relation to the Restructure Steps will exceed \$2.8 million;
• no regulatory authority or judicial entity or authority taking any action or making any preliminary or final order or decree (or commencing or threatening to do so) which restrains or prohibits the implementation of the Restructure Steps; and
• the Underwriting Agreement not having been terminated.

See Section 15.3 for further details of the Seed Trusts Restructure.

14.7.1. Warranties

Each party to the Implementation Deed represents and warrants to each other party that:

• a) it has the power to enter into and perform its obligations under the Implementation Deed and has obtained all necessary consents and authorisations to enable it to do so;
• b) the entry into and performance of its obligations under the Implementation Deed does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation) or default under any agreement or undertaking by which it is bound; and
• c) the Implementation Deed constitutes valid and binding obligations upon it enforceable in accordance with its terms by appropriate legal remedy except to the extent limited by equitable principles and laws affecting creditors' rights generally.

14.7.2. Capacity and limitation of liability

Any liability of a party to the Implementation Deed arising in connection with the Implementation Deed which does not relate to it in its personal capacity is limited to the extent that that party ("Indemnified Party") is able to be indemnified for that liability out of the assets of the trusts or other entities which they represent. Each other party acknowledges and agrees that it may enforce its rights against the Indemnified Party with respect to the non-observance of its representative obligations under the Implementation Deed only to the extent of the assets

of the trust or other entity which they represent. However, the Indemnified Party is liable to the extent that a liability under the Implementation Deed arises out of its own fraud, negligence, breach of trust or breach of duty which disentitles it from an indemnity out of the assets of the relevant trust or other entity in relation to the liability.

14.8. Summary of Business Sale and Purchase Agreement

The Business Sale and Purchase Agreement sets out the terms and conditions of the Funds Business Acquisition. The following Section briefly summarises the principal provisions of the Business Sale and Purchase Agreement.

14.8.1. Sale and Purchase

Under the Business Sale and Purchase Agreement:

• the relevant Vendors (being Flanard Investments Pty Limited and Kindol Pty Limited as trustee for Parris Investment Trust) agree to sell, and GDI Property Group Limited agrees to buy, all of the relevant Vendors' right, title and interest in the entire share capital of the Management Companies;
• the Partnership agrees to sell, and GDI Property Group Limited agrees to buy, all of the Partnership's right, title and interest in the Funds Business and (with limited exceptions) all property and assets of the Partnership used in connection with the Funds Business.

GDI Property Group Limited is not obliged to complete the purchase of any part of the Funds Business or the Management Shares unless it completes the purchase of the whole of the Funds Business and all of the Management Shares simultaneously.

14.8.2. Consideration

On completion of the sale and purchase under the Business Sale and Purchase Agreement, GDI Property Group Limited will pay the Vendors \$18.5 million to be satified by the issuance of 18.5 million Stapled Securities under the Vendors' Offer.

Each of the Vendors will receive their 'respective proportion' (as defined in the Business Sale and Purchase Agreement) of the consideration paid by GDI Property Group Limited.

14.8.3. Conditions precedent

Completion of the Funds Business Acquisition is conditional on completion of the Offer. Each party to the Business Sale and Purchase Agreement must use its reasonable endeavours to obtain the satisfaction of the completion of the initial public offering of the Stapled Securities.

14.8.4. Indemnities

The Vendors indemnify GDI Property Group Limited against:

• all loss arising directly or indirectly in connection with any incorrect or misleading warranty; and
• any stamp duty in excess of what is set out in the Business Sale and Purchase Agreement.

14.8.5. Warranties

The Vendors provide a comprehensive suite of commercial warranties and indemnities in favour of GDI Property Group Limited including with respect to corporate governance, issued share capital, status of seller, assets and liabilities, insolvency, compliance with the law and litigation. Warranty claims are restricted for matters disclosed in the required way and timeframe under the terms of the Business Sale and Purchase Agreement.

GDI Property Group Limited also provides standard commercial warranties to the Vendors.

14.8.6. General

Mr Gillard and Mr Veale have entered into the Business Sale and Purchase Agreement as guarantors for the sellers' compliance with their obligations under the business Sale and Purchase Agreement. The guarantors also give standard warranties for the benefit of the Buyer.

14.9. Summary of Option Agreement and Contract for Sale of Land

14.9.1. Option Agreement

On 12 September 2013, GDI Investment Management Pty Ltd and Clarence Property Corporation Limited as trustee of Westlawn Property Trust (ARSN 095 611 804) ("CPCL") entered into the Option Agreement. The Option Agreement gives GDI Investment Management Pty Ltd (or any other persons nominated by GDI Investment Management Pty Ltd) the option to require that CPCL sell the Brisbane Property to GDI Investment Management Pty Ltd (or any other persons nominated by GDI Investment Management Pty Ltd). GDI Investment Management Pty Ltd has nominated the Custodian to exercise the option under the Option Agreement.

The option must be exercised by no later than 29 November 2013. GDI Investment Management Pty Ltd has paid an option fee of \$500,000 to Clarence Property Corporation Limited which will be reimbursed out of the Offer proceeds on Completion.

14.9.2. Contract for Sale of Land

The Contract for Sale of Land sets out the terms and conditions of the Brisbane Acquisition. The Contract for Sale of Land is comprised of (among other things) the standard commercial conditions for commercial land and buildings (a standard form contract prepared by the Queensland Law Society) which terms have been amended, replaced or supplemented by "special conditions" negotiated and agreed by the parties.

The Custodian will be required to enter into the Contract for Sale of Land as well as GDI No.37 Pty Ltd.

Under the Contract for Sale of Land, CPCL agrees to sell, and the Custodian agrees to buy the Brisbane Property.

(a) Completion

The Contract for Sale of Land is dated on or about the date of this Offer Document and completion of the Brisbane Acquisition is to occur on 9 December 2013 or the earlier of the date 60 days after the contract date and the date which is 21 days after CPCL receives a notice from the Custodian calling for settlement.

(b) Purchase price and adjustments

The purchase price for the Brisbane Property is \$120,814,619 (which price excludes GST and is not intended to be subject to GST). However, the purchase price is subject to various adjustments (see below) which will take place on settlement of the Brisbane Acquisition under the terms of the Contract for Sale of Land.

Subject to (among other things) the following, the Contract for Sale of Land contains standard adjustments clauses whereby CPCL is entitled to the rent up to and including the "date for completion" (as defined in the Contract for Sale of Land), and the Custodian is entitled to the rent on and from the day after the date for completion:

• if land tax is unpaid at the date for completion, and the Queensland Office of State Revenue advises in writing that it will issue a final clearance for the Brisbane Property on payment of a specified amount, then that specified amount is payable on the date for completion by CPCL; and
• the parties agree that CPCL will provide income support over any vacant area to the value of \$3,296,734. These amounts will be held in an escrow account for the benefit of the Custodian. These amounts will be drawn down monthly in 24 equal instalments.

(c) Deposit

A deposit will be paid which is equal to 5% of the purchase price (\$6,040,731). Part of this deposit (\$500,000) is deemed to have been paid as the option fee under the Option Agreement (as described above). The deposit is non-refundable unless there is a default by CPCL.

(d) Subject to all existing tenancies

The Brisbane Property is sold subject to all existing tenancies. This means that from the date for completion, the Custodian must observe, fulfil and perform all of the obligations of the "lessor" under the existing leases between CPCL and the tenants of the Brisbane Property. To give effect to this obligation, the Custodian will deliver a notice or deed in favour of each tenant in the Brisbane Property.

(e) Bank and rental guarantees

The Contract for Sale of Land states that CPCL will, on the date for completion, deliver to the Custodian any bank guarantees provided by tenants of the Brisbane Property. On the date for completion, CPCL will sign directions to the tenants of the Brisbane Property that have provided bank guarantees, instructing that a new bank guarantee be issued in favour of the Custodian. If reasonably requested by the Custodian, CPCL agrees to act as an agent for the Custodian and claim in the name of the Custodian name on any bank guarantee until the relevant replacement guarantee has been issued by the tenant in favour of the Custodian.

The Contract for Sale of Land provides that the following rental guarantees will be provided by CPCL to the Custodian, subject to the terms set out in the Contract for Sale of Land:

• Hancock Coal Pty Ltd rental guarantee in the amount of \$2,701,150; and
• Strawberry Investments Pty Ltd as trustee for M&S Recruitment in the amount of \$123,503.

These rental guarantees may reduce by the net rental amounts recieved from new leases over specific areas as is mentioned in the Property Section on page 61.

(f) Incentives

The Contract for Sale of Land states that the Custodian is responsible for paying any payments (including loans, contributions towards fitout works and rent abatements or rent reductions) paid, made or given to a tenant of the Brisbane Property as an incentive or inducement for a tenant to enter into a lease. The amount of the incentives, based on a completion date of 9 December 2013, is \$3,717,885. The incentive amount will be held in an escrow account for the benefit of the Custodian. The incentive amount will be drawn down monthly in accordance with existing lease terms.

The Guarantee in respect of the Brisbane property comprise the rental guarantees and incentives described above in Sections 14.9.2(e) and 14.9.2(f) respectively.

14.10. Underwriting Agreement.

Each Stapled Entity and the Lead Manager signed the Underwriting Agreement prior to the date of this Offer Document. Under the Underwriting Agreement, each Stapled Entity appointed Credit Suisse (Australia) Limited as lead manager to the Offer and underwriter of the Public Offer. The following is a summary of the principal provisions of the Underwriting Agreement.

Under the Underwriting Agreement, the Lead Manager has agreed to arrange and manage the Offer and to underwrite the Public Offer.

14.10.1. Fees

The Stapled Entities have agreed to pay the Lead Manager an underwriting fee of \$11.2 million (excluding GST). The underwriting fee will become payable by the Stapled Entities on the date of Settlement.

In addition to the underwriting fee, the Stapled Entities may also pay the Lead Manager an incentive fee of up to \$1.0 million (excluding GST). Payment of the incentive fee is at the discretion of the Stapled Entities acting reasonably and in good faith having regard to the performance of the Lead Manager. If the Stapled Entities elect to pay the incentive fee, it will become payable 14 days after the date of Settlement.

The Stapled Entities must reimburse the Lead Manager for all reasonable expenses, (including legal fees and disbursements, bookbuild expenses, travel and accomodation costs printing and courier expenses) incurred by the Lead Manager in relation to the Offer.

Additionally, the Lead Manager has also been retained by GDI Funds Management Limited (and will continue to be retained by the Stapled Entities following the Offer) as financial advisor in relation to the Offer and strategic matters from time to time. Under this arrangement, the Lead Manager will receive an advisory fee of \$4.0 million (excluding GST) in relation to advice provided by the Lead Manager to GDI Funds Management Limited in relation to the Offer plus reimbursement of any expenses incurred by the Lead Manager in relation to the Offer. As with the payment of the underwriting fee, this fee and any related expenses will be paid to the Lead Manager from funds raised under the Offer on the date of Settlement.

14.10.2. Representations, warranties and undertakings

Each of the Stapled Entities gives various representations, warranties and undertakings to the Lead Manager, including that the documents (including this Offer Document) issued or published by each Stapled Entity in respect of the Offer comply with all applicable laws. With the exception of the Stapled Securities issued under the Offer and certain other limited exceptions (including potential issues of Stapled Securities described in or otherwise contemplated by

this Offer Document), the Stapled Entities have also agreed that they will not, without the Lead Manager's prior written consent, allot or agree to allot (or indicate that it may or will do so), any equity securities (or securities convertible into equity) at any time after the date of the Underwriting Agreement and before the expiration of 180 days after the issue and allotment of all of the Stapled Securities under the Offer, and Completion.

14.10.3. Indemnity

Each Stapled Entity agrees to indemnify the Lead Manager, its affiliates and the officers, directors, employees, partners, agents, advisers, contractors and representatives of the Lead Manager and their affiliates against all claims, demands, damages, losses, costs, charges, expenses or liabilities incurred by them in connection with the Offer and the Offer Document (subject to limited exclusions).

14.10.4. Termination Events

The Lead Manager may terminate its obligations under the Underwriting Agreement prior to the Settlement date on the occurrence of a number of customary termination events, including (among others):

• there is a misleading or deceptive statement in this Offer Document, including, by omission;
• a new circumstance arises after the lodgement of this Offer Document, that would have required inclusion in this Offer Document if it had arisen before lodgement;
• a Material Contract is amended or varied (without the Lead Manager's consent), or terminated, breached or ceases to have effect, or becomes void, voidable, illegal, invalid or unenforceable (other than because a party is waiving its rights under the relevant agreement);
• a restriction agreement governing any Escrow Restriction is withdrawn, varied, terminated, rescinded, altered or amended, breached or failed to be complied with;
• ASIC issues a stop order in relation to the Offer;
• ASX refuses to admit the Stapled Entities into the official list of ASX or to quote the Stapled Securities on ASX;
• an event specified in the Offer timetable is delayed by more than 2 days;
• any person withdraws their consent to be named in the Offer Document;
• the Stapled Entities withdraw the Offer Document or the Offer;
• a supplementary offer document is required under section 719 or section 1016E and/or because of the

circumstances described in section 1014A of the Corporations Act;

• a specified fall in the S&P ASX 200 A-REIT index;
• unauthorised alterations to the capital of either of the Stapled Entities;
• a material change in the Stapled Entities senior management; and
• the insolvency of either of the Stapled Entities or a material group member.

Certain of these events will only give rise to a right to terminate if the Lead Manager reasonably believes that the event has had or is likely to have a material adverse effect on the success, settlement or marketing of the Offer, subscriptions under the Offer, the trading price of Stapled Securities on ASX or the event has given or is likely to give rise to the Lead Manager contravening any applicable laws or incurring a material liability. If this occurs, the Lead Manager may terminate its obligations under the Underwriting Agreement, without cost or liability to the Lead Manager.

14.11. Debt Facility details

Westpac has provided a binding commitment letter to provide GDI Funds Management Limited, as responsible entity of GDI Property Trust, and GDI Property Group Limited with revolving term cash advance facilities and a revolving term bank guarantee facility under the Debt Facility.

The Debt Facility will have an aggregate facility limit of \$200 million plus a bank guarantee of \$5 million across four tranches as follows:

• Tranches A: \$85 million 5 year revolving term cash advance facility;
• Tranches B: \$85 million 3 year term revolving cash advance facility;
• Tranches C: \$30 million 3 year revolving cash advance facility; and
• Tranches D: \$5 million 3 year revolving term bank guarantee facility.

The Debt Facility may be used by GDI Funds Management Limited to assist with:

• funding the Transaction costs;
• repayment of existing financial indebtedness of GDI Property Group;
• general working capital purposes, including payment of property operating expenses and holding costs; and

• the funding of future property acquisitions.

Fees are payable before or on the signing of the facility agreement for the Debt Facility. Margins are not payable until initial drawdown of each relevant tranche.

14.11.1. Security

The Debt Facility will be secured by securities which GDI Funds Management Limited considers are customary and usual for a financing of this nature, including:

• first registered real property mortgages over all of the Properties in the Portfolio (including from any custodian);
• a first ranking general securities agreement over GDI Funds Management Limited and any Seed Trustees which are owners of Properties in the Portfolio (including from any custodian) and incorporating first ranking security interests over the units in each Seed Trust and any other sub-trust which are owners of Property in the Portfolio; and
• an International Swaps and Derivatives Association (ISDA) master agreement.

14.11.2. Summary of conditions precedent

The availability of funds will be subject to a number of conditions precedent which GDI Funds Management Limited considers are customary and usual for a financing of this nature, including:

• providing Westpac Banking Corporation with legal and technical due diligence reports;
• legal sign off from Westpac Banking Corporation's legal adviser as to the enforceability of the finance documents;
• providing valuations satisfactory to Westpac Banking Corporation for the Properties in the Portfolio;
• providing Westpac Banking Corporation with a verification certificate with the usual attachments, including trust deeds, specimen signatures, usual matters of solvency and evidence of no event of default subsisting;
• providing Westpac Banking Corporation with copies of all material documents, including trust deeds and organisational structure chart;
• all necessary corporate and regulatory approvals and consents have been obtained and remain in full force and effect;
• evidence of payment of the establishment fee; and
• any other conditions precedent required by Westpac Banking Corporation or its legal adviser for a facility of this nature.

14.11.3. Undertakings, representations and warranties

The Debt Facility will contain a number of undertakings, representations and warranties. GDI Funds Management Limited considers the undertakings, representations and warranties are customary and usual for financing of this nature.

In addition, the Debt Facility will contain the following financial Covenants:

• a Covenant LVR of not more than 45%. GDI Property Group's loan to value ratio is calculated by dividing the total principal outstanding under the Debt Facility by the aggregate value of the Properties, based on the most recent valuations; and
• a Covenant ICR of at least 2.0 times. GDI Property Group's interest cover ratio is calculated on a rolling 12 months basis by reference to the ratio of earnings before interest and tax of GDI Property Group divided by the interest expense for that period.

14.11.4. Events of default

The Debt Facility will be subject to certain events of default which GDI Funds Management Limited considers are customary and usual for a financing of this nature, including:

• failure to pay;
• insolvency, administration or enforcement against assets;
• breach of any covenants or undertakings (subject to cure periods);
• breach of any of the representations and warranties (subject to cure periods);
• material adverse event;
• misrepresentation;
• cross default in respect of any financial indebtedness in excess of \$3.0 million;
• ceasing of business;
• judgement against the borrower (subject to materiality); and
• such other events of default the Bank considers usual and customary for a facility of this type.

14.11.5. Review events

The Debt Facility will contain a number of review events which would entitle Westpac to review and renegotiate the terms of the Debt Facility. If these negotiations are not successful it may result in the funds lent to GDI Funds Management Limited under the Debt Facility being repayable. GDI Funds Management Limited

considers the review events to be customary and usual for a financing of this nature. The review events include:

• the change of control of GDI Property Group; and
• the Stapled Securities being suspended from trading on the ASX for a period of more than 10 business days.

14.11.6. Suspension of Distributions

Distributions are to be suspended if there is a breach of financial covenants and / or an event of default.

14.12. Summary of the SGT Constitution and Guarantee Deed

The SGT will be a unit trust to provide the guarantee for rental vacancies and incentives in respect of the Sydney Property (see Section 14.12.2). The trustee of the SGT ("SGT Trustee") will be GDI Investor Pty Limited.

14.12.1. Summary of the SGT Constitution

The constitution of the SGT ("SGT Constitution") will be a customary unit trust constitution subject to the following unique features:

• The SGT will commence when GDI Funds Management Limited in its capacity as trustee of the Sydney Seed Trust (in this Section 14.12, and in such capacity, "Initial Subscriber") subscribes \$10 for 100 units in the SGT. The Initial Subscriber may, at any time thereafter, subscribe a further \$3,700,000 (or such other amount as the Initial Subscriber and the SGT Trustee may agree) for units in the SGT. The Initial Subscriber must be issued with the appropriate number of units in the SGT in return for that payment, at an application price of \$0.10 per unit. Under the terms of the Implementation Deed, the Initial Subscriber will then distribute those units in specie pro rata to all existing unitholders in the Sydney Seed Trust, such that those unitholders will hold units in the SGT.
• The primary purpose of the SGT will be to hold the application money contributed by the Initial Subscriber to meet the obligations of the SGT Trustee under the Guarantee Deed, and to hold any remaining assets of the SGT for the benefit of the members of the SGT. The SGT Trustee may decide, in its absolute discretion, how, when and how often to exercise its powers, provided that its decisions are consistent with this primary purpose of the SGT. To the extent that acts or decisions of the SGT Trustee are done or taken to meet its obligations under the Guarantee Deed, and otherwise to pursue the primary purpose of the SGT, those acts or decisions are taken to be in the best interests of the members of the SGT.
• The duties of the SGT Trustee in relation to the SGT will be only those duties set out in the SGT Constitution, including its duty to act in accordance with the primary

purpose set out above.

• The SGT Trustee will not be entitled to a management fee for managing the SGT. It may, however, seek reimbursement of all properly incurred expenses.
• On termination of the SGT, the net proceeds of realisation of the assets of the SGT must be distributed to the members of the SGT pro rata according to the number of units they hold in the SGT. However, if the amount of net proceeds of realisation is an amount which represents less than 0.1 of a cent per unit in the SGT, the SGT Trustee must distribute all of the remaining assets of the SGT to the Initial Subscriber to be dealt with as the Initial Subscriber thinks fit.

14.12.2. Summary of the Guarantee Deed

The Guarantee Deed will set out the terms under which the SGT Trustee undertakes to pay GDI Funds Management Limited as responsible entity of the GDI Property Trust certain vacancy support and lease incentive amounts in relation to the Sydney Property. If any part of the Sydney Property is leased, the SGT Trustee must continue to make the vacancy support payments.

15. Additional information

15.1. Registration

GDI Property Group Limited was registered in New South Wales on 5 November 2013 as a public company limited by shares.

GDI Funds Management Limited (in its personal capacity) was registered in New South Wales on 10 December 2003 as a public company limited by shares.

GDI Property Trust was registered as a managed investment scheme on 18 November 2013.

15.2. Corporate structure

The following diagram shows the key entities in the corporate structure of GDI Property Group post Listing:

Figure 15.1: Corporate structure

15.3. Seed Trusts Restructure and Acquisitions

15.3.1. Seed Trusts Restructure

The Seed Trusts Restructure will occur through the implementation of the steps set out in the Implementation Deed and which are outlined below. Some of these steps have already been undertaken. See Section 14.7 for a summary of the Implementation Deed.

• (a) Each of the Initial Investors has put a proposal to the Seed Trustees outlining the Seed Trusts Restructure which has been recommended by the Current Manager;
• (b) The Seed Trustees have considered the proposal outlining the Seed Trusts Restructure and made a determination to proceed with the proposal;
• (c) Each of the Seed Trustees have executed a deed amending each of the Seed Trust Deeds (as appropriate) to expressly permit each of the Seed Trustees to effect the withdrawal of a Seed Investor from any of the Seed Trusts without a withdrawal request in consideration for the issuance of Units with the consent of that Seed Trust's Initial Investor;

(d) Each of the Seed Trustees will:

• (i) notify their relevant Seed Investors that if the Offer proceeds to closing, a withdrawal will be effected in relation to each Seed Investor without a withdrawal request having been received in order to transfer all the units each Seed Investor holds in the Seed Trusts to GDI Property Trust at the redemption price calculated by the Seed Trustees in accordance with the Seed Trust Deeds. The redemption price will be satisfied by the issuance of Units to each Seed Investor; and
• (ii) send to each Seed Investor a copy of the Offer Document, an information booklet on the Offer and a personalised Application Form.
• (e) Sydney Seed Trustee will notify Seed Investors in the Sydney Seed Trust that they will each receive units in the SGT as an in specie capital distribution;
• (f) Sydney Seed Trustee will apply for 37,000,100 units at \$0.10 per unit in the SGT and transfer those units to each Seed Investor in the Sydney Seed Trust on a pro-rata basis equivalent to each relevant Seed Investor's holding in Sydney Seed Trust;

• (g) Perth Seed Trustee will, as attorney for the Seed Investors in Perth Seed Trust, execute an application form for 166,781,585 Units at \$1.00 per unit. The consideration for the Units will be satisfied by the transfer of all the units on issue in the Perth Seed Trust to GDI Funds Management Limited. GDI Funds Managment Limited will acquire Perth Seed Trust as an asset of GDI Property Trust by:

• (i) accepting applications for Units from each Seed Investor in the Perth Seed Trust which have been made through their attorney Perth Seed Trustee, on the basis that the consideration they are to provide for the issue to them of Units is their holding of units in Perth Seed Trust;

• (ii) executing the transfer form required to accept the transfer of the Perth Seed Trust units; and
• (iii) issuing to the Seed Investors in Perth Seed Trust the number of Units calculated under GDI Property Trust's Constitution, and recording those issues in GDI Property Trust's register.

Perth Seed Trustee will then update its register to reflect the transfer of units in the Perth Seed Trust to GDI Property Trust.

• (h) Sydney Seed Trustee will, as attorney for the Seed Investors in the Sydney Seed Trust, execute an application form for 64,394,774 Units at \$1.00 per Unit. The consideration for the Units will be satisfied by the transfer of all the units on issue in the Sydney Seed Trust to GDI Fund Management Limited. GDI Funds Management Limited will acquire Sydney Seed Trust as an asset of GDI Property Trust by:
• (i) accepting Applications for Units from each Seed Investor in the Sydney Seed Trust which have been made through their attorney Sydney Seed Trustee, on the basis that the consideration they are to provide for the issue to them of Units is their holding of units in Sydney Seed Trust;
• (ii) executing the transfer form required to accept the transfer of the Sydney Seed Trust units; and
• (iii) issuing to the Seed Investors in Sydney Seed Trust the number of Units calculated under GDI Property Trust's Constitution, and recording those issues in GDI Property Trust's register.

Sydney Seed Trustee will then update its register to reflect the transfer of units in the Sydney Seed Trust to GDI Property Trust.

• (i) Adelaide Seed Trustee will, as attorney for the Seed Investors in the Adelaide Seed Trust, execute an application form for 53,023,393 Units at \$1.00 per Unit. The consideration for the Units will be satisfied by the transfer of all the units on issue in the Adelaide Seed Trust to GDI Funds Management Limited. GDI Funds Management Limited will acquire Adelaide Seed Trust as an asset of GDI Property Trust by:

• (i) accepting applications for Units from each Seed Investor in the Adelaide Seed Trust which have been made through their attorney Adelaide Seed Trustee, on the basis that the consideration they are to provide for the issue to them of Units is their holding of units in Adelaide Seed Trust;

• (ii) executing the transfer form required to accept the transfer of the Adelaide Seed Trust units; and

• (iii) issuing to the Seed Investors in Adelaide Seed Trust the number of Units calculated under GDI Property Trust's Constitution, and recording those issues in GDI Property Trust's register.

Adelaide Seed Trustee will then update its register to reflect the transfer of units in the Adelaide Seed Trust to GDI Property Trust.

(j) GDI Funds Management Limited will redeem the Units of any Seed Investor who wishes to Exit or any Seed Investor who has a registered address on a Seed Trust unit register outside Australia by paying to that Seed Investor the redemption price of the Unit, being the price at which that Unit was issued, and amend GDI Property Trust's register accordingly;

(k) GDI Funds Management Limited will:

• (i) declare in favour of all people who then remain on GDI Property Trust's register a capital distribution of an amount per Unit which represents the value of a Share. The distribution will not be paid in cash but will instead be applied on their behalf as the consideration for the Share; and
• (ii) apply on behalf of each of those persons for a Share, agreeing as the agent and attorney of each person to become a member of GDI Property Group Limited, and request that GDI Property Group Limited issue the Share to that person and register it in their name.

GDI Investment Management Pty Ltd will convene a meeting of its shareholders to approve the termination benefits payable to Mr Gillard under his executive services contract. The shareholders will then approve those termination benefits at that meeting.

• (l) The original shareholders of GDI Property Group Limited will approve the Buyback and undertake other actions required to implement the Buyback.
• GDI Property Group Limited will:
• (i) conduct the Buyback;
• (ii) transfer the Shares purchased during the Buyback into GDI Property Group Limited's name; and
• (iii) immediately cancel those Shares and lodge the required notification with ASIC within one month of the cancellation of the Shares.

On receipt of an application from GDI Funds Management Limited as responsible entity of GDI Property Trust on behalf of each person remaining on the GDI Property Trust's register, GDI Property Group Limited will issue the Shares to these people at a price per Share equal to the capital distribution amount referred to in Section 15.3.1(l)(i).

15.3.1.1. Buyback

As part of the Seed Trusts Restructure, GDI Property Group Limited will conduct a buyback of the Shares held by David Williams and Paul Malek, who are the original shareholders of GDI Property Group Limited for the purposes of incorporation. The Buyback will be conducted immediately prior to Stapling occurring and as a selective buy-back pursuant to Part 2J.1 of the Corporations Act. The implementation of the Buyback is subject to approval by David Williams and Paul Malek as the only shareholders of GDI Property Group Limited at the time the resolution is passed.

15.3.2. Acquisitions

The Acquisitions will occur through the implementation of the following steps:

(a) Funds Business Acquisition

GDI Property Group Limited will purchase the Management Company Shares and the Funds Business from the Vendors under the terms of the Business Sale and Purchase Agreement. For further details of the Business Sale and Purchase Agreement, see Section 14.8.

(b) Brisbane Acquisition

GDI No.37 Pty Ltd as trustee of GDI No.37 Trust and The Trust Company (Australia) Limited (as nominees for GDI Investment Management Pty Ltd) will exercise the option under the Option Agreement and settle under the Option Agreement on the terms of that Option Agreement and the Contract for Sale of Land.

15.4. Escrowed Stapled Securities

During the Escrow Period (being the period from the date of the issue of the Escrowed Stapled Securities until the end of the Forecast Period), the Vendors, Mr Gillard and Mr Veale (and their associated entities) ("Escrowed Parties") will be prohibited by Escrow Restrictions from dealing with (including selling) their Escrowed Stapled Securities.

15.4.1. Escrow Restrictions

The Escrow Restrictions will include the following:

• a restriction during the Escrow Period that the Escrowed Parties or any "controller" (i.e. a person who has a substantial interest in the equity of that Escrowed Party) will not be permitted to sell, assign, transfer or otherwise dispose of, or agree or offer to sell, assign, transfer or otherwise dispose of, any of the Escrowed Stapled Securities, create, or agree or offer to create, any security interest in such Escrowed Stapled Securities or participate in a return of capital on the Escrowed Stapled Securities;

• the application of a holding lock in respect of the Escrowed Stapled Securities;

• provision of certain warranties, including in relation to the capacity of each such Escrowed Party, whether such Escrowed Party has a "controller" for the purposes of the Listing Rules and any security interests created or agreed or offered to be created in the Escrowed Stapled Securities (or in any controller's interests);

• an obligation on the Stapled Entities to take steps necessary to prevent any breach (where it appears to the Stapled Entities that an Escrowed Party may breach the restrictions) and where there has been a breach of the restrictions, to take steps necessary to enforce the restrictions or rectify the breach; and
• a condition of receiving the Escrowed Stapled Securities will be to agree to the Escrow Restrictions on dealing with those Escrowed Stapled Securities.

15.4.2. Exceptions to Escrow Restrictions on Escrowed Stapled Securities

The Escrow Restrictions on the Escrowed Stapled Securities will expire at the end of the Escrow Period. However, the Escrowed Parties would be able to deal with their Escrowed Stapled Securities during the Escrow Period (among other things) in the following permitted circumstances:

• in connection with the acceptance of a bona fide takeover bid for any or all of the Stapled Securities which is accepted by at least half of the Stapled Securityholders (excluding the Escrowed Parties), in accordance with the Corporations Act; or
• in connection with a buyback, scheme of arrangement, other reorganisation or acquisition of share capital, proposed in accordance with the Corporations Act.

The escrow arrangements will result in the release of 59.5 million Stapled Securities (representing 10.5% of the Stapled Securities) from escrow on 30 June 2015.

15.5. Litigation and claims

Each of GDI Funds Management Limited (in its personal capacity and as trustee of any trust) and GDI Property Group Limited is from time to time, party to various disputes and legal proceedings incidental to the conduct of its business. As at the Offer Document Date, there are no legal proceedings to which GDI Funds Management Limited (in its personal capacity and as trustee of any trust) or GDI Property Group Limited is a party that they respectively believe are likely to have a material adverse impact on their respective future financial results, and GDI Funds Management Limited (in its personal capacity and as trustee of any trust) and GDI Property Group Limited are not aware of any such legal proceedings that are pending or threatened.

15.6. Consents

Each Director has given their written consent to the issue of this Offer Document and, at the time of lodgement of this Offer Document with ASIC, has not withdrawn their consent.

Written consents to be named in this Offer Document in the capacity indicated below, and in the forms and context in which each is named, have been given by and, at the time of lodgement of this Offer Document with ASIC have not been withdrawn:

• Credit Suisse (Australia) Limited as:
• Lead Manager to the Offer and underwriter to the Public Offer; and
• Financial Advisor to GDI Funds Management Limited in relation to the Offer and strategic matters from time to time;
• King & Wood Mallesons as Australian legal adviser to GDI Funds Management Limited and GDI Property Group Limited in relation to the Offer;
• Hall Chadwick Corporate (NSW) Limited as:
• Auditor of GDI Funds Management Limited and GDI Property Group Limited;
• Investigating accountant to GDI Funds Management Limited and GDI Property Group Limited (in relation to the Financial Information); and
• Adviser in relation to taxation matters to GDI Funds Management Limited and GDI Property Group Limited;
• Link Market Services Limited as the Registry;
• The Trust Company (Australia) Limited as Custodian for:
• GDI Funds Management Limited in its capacity as responsible entity and/or trustee of:
  • GDI Property Trust;
  • Sydney Seed Trust; and
  • Adelaide Seed Trust;
• GDI No.35 Pty Limited in its capacity as trustee of Perth Seed Trust; and
• GDI No.37 Pty Ltd in its capacity as trustee of GDI No.37 Trust;
• Jones Lang LaSalle Advisory Services Pty Limited as valuer of the Brisbane Property;

• CBRE Valuations Pty Ltd as valuer of the Adelaide Property;

• Savills Valuations Pty Ltd as valuer of each of the Sydney Property and the Perth Property; and

• Grant Thornton Corporate Finance Pty Limited as Independent Expert.

Except as indicated below, none of these firms or companies has caused, authorised, or otherwise has responsibility for the issue of this Offer Document or the preparation of any part of this Offer Document:

• Link Market Services Limited;
• Hall Chadwick Corporate (NSW) Limited in relation to the inclusion in this Offer Document of the Investigating Accountant's Report in the form and context in which it is included;
• Jones Lang LaSalle (NSW) Pty Limited in relation to the inclusion in this Offer Document of the Industry Expert's Report in the form and context in which it is included;
• Jones Lang LaSalle Advisory Services Pty Limited in relation to the inclusion in this Offer Document of the Valuation Report relating to the Brisbane Property in the form and context in which it is included;
• CBRE Valuations Pty Ltd in relation to the inclusion in this Offer Document of the Valuation Report relating to the Adelaide Property in the form and context in which it is included;
• Savills Valuations Pty Ltd in relation to the inclusion in this Offer Document of the Valuation Report relating to the Sydney Property and the Valuation Report relating to the Perth Property in the form and context in which it is included; and
• Grant Thornton Corporate Finance Pty Limited in relation to the inclusion in this Offer Document of the Independent Expert's Report in the form and context in which it is included.

References are made in this Offer Document to entities that have certain dealings with GDI Funds Management Limited (in its personal capacity or in its capacity as trustee or responsible entity of a trust) and GDI Property Group Limited, including counterparties to material contracts referred to in this Offer Document. These entities have been referred to for information purposes only. Those entities did not authorise or cause the issue of this Offer Document and have had no involvement in the preparation of any part of this Offer Document.

None of these named firms, companies or entities makes any offer of Stapled Securities.

15.7. Complaints

GDI Funds Management Limited has procedures in place to properly consider and deal with any complaints received in accordance with the GDI Property Trust Constitution.

GDI Funds Management Limited will acknowledge a complaint, investigate it and decide what action needs to be taken. GDI Funds Management Limited will notify a complainant of its decision together with any remedies that are available under the GDI Property Trust Constitution or other avenues of appeal.

If you have a complaint in relation to GDI Property Trust, please contact the company secretary of GDI Funds Management Limited at Level 23, 56 Pitt Street, Sydney NSW 2000 or write to GDI Funds Management Limited at the contact details shown in the Corporate Directory. GDI Funds Management Limited will ensure that the complaint receives proper consideration and communicate with the complainant as soon as possible (and in any event, within 45 days after receipt of the complaint).

If your complaint is not resolved within 45 days, you may have the right to complain to the Financial Ombudsman Service at GPO Box 3, Melbourne Victoria 3001, Australia or by calling 1300 78 08 08. ASIC also has an infoline (1300 300 630) to obtain information about your rights.

15.8. Ethical and other considerations

GDI Funds Management Limited does not take into account labour standards or environmental, social or ethical considerations for the purpose of selecting, retaining or realising investments for GDI Property Trust. Environmental factors are addressed as part of normal property due diligence.

15.9. Reporting and disclosure obligations

On Listing, the Stapled Securities will be quoted ED ("Enhanced Disclosure") securities and GDI Property Group Limited and GDI Property Trust will be disclosing entities for the purposes of the Corporations Act. As such, the Stapled Entities will be subject to regular reporting and disclosure obligations under the Corporations Act and after admission to the official list of the ASX, the ASX Listing Rules. These obligations require the Stapled Entities to notify ASX of information and specified events and matters as they arise, for the purposes of ASX making that information available to the stock market conducted by ASX. In particular, the Stapled Entities have an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information of which the Stapled Entities are or become aware of any information concerning the Stapled Entities which a reasonable person would expect to have a material effect on the price or value of the Stapled Securities. The Stapled Entities will also be required to prepare and lodge with ASIC both yearly and halfyearly financial statements accompanied by a directors' declaration and report, and an audit review report. Copies of documents lodged with ASIC may be obtained from, or inspected at, an office of ASIC.

15.10. ASX and ASIC waivers, relief and confirmations

15.10.1. ASX waivers and confirmations

GDI Funds Management Limited through its legal representative has applied for waivers/confirmations on behalf of itself as responsible entity of GDI Property Trust and GDI Property Group Limited from/of a number of Listing Rules. In principle approval of the following waivers/confirmations has been granted:

(a) Suitability for listing

ASX LR 1.1, Condition 1 – confirmation that the Stapled Entities are appropriate for listing on ASX, in accordance with condition 1 of ASX LR 1.1 which provides that the entity's structure and operations must be appropriate for a listed entity.

(b) Standard stapled entity / trust relief

• ASX LR 1.1, Condition 7 a waiver to the extent necessary, that there need not be the minimum number of holders of units and shares with a value of at least A\$2,000 on the condition that there is at least the minimum number of holders of Stapled Securities each holding a parcel of Stapled Securities with a value of at least A\$2,000;
• ASX LR 1.1, Condition 8 a waiver to the extent necessary, on the basis that GDI Property Group as a whole will comply with the assets test/profits test even though the Stapled Entities may not individually comply with the assets test/profits test as separate entities;
• ASX LR 2.1, Condition 2 a waiver from the requirements of this condition on the condition that a Stapled Security has a value of at least A\$1.20;
• ASX LR 6.24 in respect of clause 1 of Appendix 6A – a waiver to the extent necessary that the rate of a distribution need not be advised to ASX on the date the record date is announced on the condition that an estimated distribution rate is advised to ASX on that date and the actual rate is advised to ASX as soon as it becomes known;
• ASX LR 8.10 a waiver to the extent necessary to permit GDI Funds Management Limited as responsible entity of GDI Property Trust or GDI Property Group Limited to refuse to register a transfer of a particular component of Stapled Securities if not accompanied by a corresponding transfer of all other components of the Stapled Securities; and
• ASX LR 10.1 a waiver to the extent necessary to permit the transfer of substantial assets between GDI Property Group Limited and GDI Property Trust and between wholly-owned members of the stapled group on the condition that GDI Property Group Limited and GDI Property Trust remain Stapled and that neither of them issue securities that are not Stapled.

(c) Confirmation of terms of stapled securities

ASX LR 2.1, Condition 1 – confirmation that the terms of the Stapled Securities are acceptable under condition 1 of ASX LR 2.1 (which requires compliance with Chapter 6 of the ASX Listing Rules).

(d) Equity securities

ASX LR 19.12, "equity securities" – confirmation that the Stapled Securities are equity securities for the purposes of the ASX Operating Rules and the Listing Rules is sought given that the definition of "equity securities" in ASX LR 19.12 does not include a stapled security.

15.10.2. ASIC relief and modifications

GDI Funds Management Limited, on behalf of itself as responsible entity of GDI Property Trust and GDI Property Group Limited, has through its legal representative applied for certain relief from, and modifications to, certain provisions of the Corporations Act. ASIC has confirmed its in-principle intention to grant the following modifications / relief:

• (a) Redemption relief (Part 5.6) relief necessary to enable GDI Funds Management Limited to redeem Seed Investors who make (or are deemed to make) an Exit Election;
• (b) Financial benefits (Part 5C.7) modification or exemption to allow GDI Funds Management Limited to provide financial benefits out of scheme property to GDI Property Group Limited and its subsidiaries while the Stapling is in place;
• (c) Allocation of Offer Price (section 601GA(1)(a)) relief to enable the Offer Price of the Stapled Securities to be allocated between the issue price of a Share and a Unit;
• (d) Interests of Stapled Securityholders as a whole modification of sections 601FC(1)(c), 601FD(1)(c), 601FC(1)(e), 601FD(1)(d), 601FD(1)(e), 601FE(1)(a) and 601FE(1)(b) to enable GDI Funds Management Limited to consider the interests of Stapled Securityholders as a whole (rather than their interest solely as members of GDI Property Trust);
• (e) Dividend Reinvestment Plan (sections 1012D(3) and 708(13)) – to permit the Stapled Entities to apply Distributions payable in respect of each component of a Stapled Security to the acquisition of additional Stapled Securities; and
• (f) Single bank account (section 1020F(1)(c)) to permit the Stapled Entities to use a single bank account in relation to application money received in respect of future issues of Stapled Securities.

15.11. Governing law

This Offer Document and the contracts that arise from the acceptance of the Applications and bids under this Offer Document are governed by the laws applicable in New South Wales, and each Applicant under this Offer Document submits to the non-exclusive jurisdiction of the courts of New South Wales.

15.12. Interests and benefits

Section 9.3 outlines the nature and extent of the interests and fees of certain persons involved in the Offer. Other than as set out in this Offer Document, no:

• Director or proposed director of GDI Funds Management Limited or GDI Property Group Limited;
• person named in this Offer Document and who has performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Offer Document;
• promoter of GDI Property Group; or
• Lead Manager of the Offer,

holds at the time of lodgement of this Offer Document with ASIC, or has held in the two years before lodgement of this Offer Document with ASIC, an interest in:

• the formation or promotion of GDI Property Group, GDI Funds Management Limited or GDI Property Group Limited;
• property acquired or proposed to be acquired by GDI Funds Management Limited, GDI Property Group Limited or GDI Property Group in connection with its formation or promotion, or in connection with the Offer; or
• the Offer,

and no amount (whether in cash, shares, stapled securities or otherwise) has been paid or agreed to be paid, nor has any benefit been given or agreed to be given to any such persons for services in connection with the formation or promotion of GDI Property Group, GDI Funds Management Limited or GDI Property Group Limited or the Offer or to any Director or proposed Director of GDI Funds Management Limited or GDI Property Group Limited to induce them to become, or qualify as, a director of GDI Funds Management Limited or GDI Property Group Limited or to GDI Funds Management Limited to procure acquisitions of interests in GDI Property Trust or for services provided under the GDI Property Trust Constitution.

15.13. Interests of advisers

GDI Funds Management Limited and GDI Property Group Limited have engaged the following professional advisers:

• Credit Suisse (Australia) Limited has acted as lead

manager to the Offer and underwriter of the Public Offer, and the fees payable to Credit Suisse (Australia) Limited pursuant to the Underwriting Agreement are described in Section 14.10. Credit Suisse (Australia) Limited has also been engaged by GDI Funds Management Limited as financial advisor in relation to the Offer and strategic matters from time to time. GDI Funds Management Limited has agreed to pay Credit Suisse (Australia) Limited an advisory fee of approximately \$4.0 million (excluding GST) for these services;

• King & Wood Mallesons has acted as legal adviser (other than in respect of taxation matters) to GDI Funds Management Limited and GDI Property Group Limited in relation to the Offer. GDI Funds Management Limited and GDI Property Group Limited has paid or agreed to pay approximately \$1.85 million (excluding disbursements and GST) for these services up until the date of this Offer Document. Further amounts may be paid to King & Wood Mallesons in accordance with its normal time-based charges;
• Hall Chadwick Corporate (NSW) Limited has acted as the investigating accountant on the Financial Information and as tax adviser in relation to the Offer and has prepared the Investigating Accountant's Report in Section 11. GDI Funds Management Limited and GDI Property Group Limited has paid or agreed to pay approximately \$275,000 (excluding disbursements and GST) for these services up until the date of this Offer Document. Further amounts may be paid to Hall Chadwick Corporate (NSW) Limited under time based charge out rates;
• Jones Lang LaSalle (NSW) Pty Limited has acted as the Industry Expert and has prepared the Industry Expert's Report which is in Section 5. GDI Funds Management Limited and GDI Property Group Limited has agreed to pay Jones Lang LaSalle (NSW) Pty Limited \$25,000 (excluding GST) for the services provided;
• Jones Lang LaSalle Advisory Services Pty Limited has acted as the valuer for the Brisbane Property and has prepared the Valuation Report, the summary of which is in in Section 12. GDI Funds Management Limited and GDI Property Group Limited has agreed to pay, Jones Lang LaSalle Advisory Services Pty Limited \$30,000 (excluding GST) for the services provided;
• CBRE Valuations Pty Ltd has acted as the valuer for the Adelaide Property and has prepared the Valuation Report, the summary of which is in Section 12. For details of the fees that GDI Funds Management Limited and GDI Property Group Limited has paid, or agreed to pay, CBRE Valuations Pty Ltd for the services provided, refer to Section 12;
• Savills Valuations Pty Ltd has acted as the valuer for the Sydney Property and the Perth Property and has prepared the Valuation Reports, the summary of which is in Section 12. GDI Funds Management Limited and GDI Property Group Limited has agreed to pay Savills

Valuations Pty Ltd \$60,000 (excluding disbursements and GST) for the services provided; and

• Grant Thornton Corporate Finance Pty Limited has acted as the Independent Expert and has prepared the Independent Expert's Report in the Appendix. For details of the fees that GDI Funds Management Limited and GDI Property Group Limited has paid, or agreed to pay, Grant Thornton Corporate Finance Pty Limited for the services provided, refer to the Appendix.

These amounts, and other expenses of the Offer, will be paid by GDI Funds Management Limited and GDI Property Group Limited (or one of its subsidiaries) out of funds raised under the Offer or available cash. Further information on the use of proceeds and payment of expenses of the Offer is set out in Section 7.

15.14. Acknowledgements

Each Applicant, including those persons submitting an Application Form and/or paying Application Monies, will be deemed to have:

• agreed to become a member of GDI Property Group and to be bound by the terms of the Constitutions and the terms and conditions of the Offer;
• acknowledged having personally received a printed or electronic copy of the Offer Document (and any supplementary or replacement document) accompanying the Application Form and having read them all in full;
• declared that all details and statements in their Application Form are complete and accurate;
• declared that the Applicant(s), if a natural person, is/ are over 18 years of age;
• acknowledged that once the Stapled Entities receive an Application Form it may not be withdrawn;
• applied for the number of Stapled Securities at the Australian dollar amount shown on the front of the Application Form;
• agreed to being allocated the number of Stapled Securities applied for (or a lower number allocated in a way described in this Offer Document), or no Stapled Securities at all;
• authorised the Stapled Entities and the Lead Manager and their respective officers or agents, to do anything on behalf of the Applicant(s) necessary for Stapled Securities to be allocated to the Applicant(s), including to act on instructions received by the Registry upon using the contact details in the Application Form;

• acknowledged that, in some circumstances, GDI Property Group may not pay Distributions;

• acknowledged that the information contained in this Offer Document (or any supplementary or replacement document) is not investment advice or a recommendation that Stapled Securities are suitable for the Applicant(s), and does not take in account the investment objectives, financial situation or particular needs of the Applicant(s);

• declared that the Applicant(s) is an Australian resident (except as applicable to the Institutional Offer and the Broker Firm Offer); and
• represented, warranted and agreed on behalf of themself and each person for whom they are applying for Stapled Securities as follows:
• they understand that the Stapled Securities have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States and may not be offered, sold or resold in the United States, except in a transaction exempt from, or not subject to, registration under the US Securities Act and any other applicable securities laws;
• they are not in the United States at the time of such Application;
• they have not and will not send the Offer Document or any other material relating to the Offer to any person in the United States; and
• they will not offer or sell the Stapled Securities in the United States or in any other jurisdiction outside Australia except in transactions exempt from, or not subject to, registration under the US Securities Act and in compliance with applicable laws in the jurisdiction in which Stapled Securities are offered and sold.
• Seed Investors who have submitted a Commitment Letter have irrevocably appointed GDI Funds Management Limited as their attorney to, amongst other things, fill out their Application Form in the manner indicated in the Commitment Letter when the Offer Document is lodged with ASIC subject to the terms of the Commitment Letter.

15.16. Statement of Directors

This Offer Document is authorised by each Director, who consents to its lodgement with ASIC and its issue.

16. Glossary

The following words and expressions have these meanings in this Offer Document, unless the context otherwise requires:

\$ or A\$	Australian dollars.
AASB	Australian Accounting Standards Board.
Acquisitions	Each of the Brisbane Acquisition and the Funds Business Acquisition.
Adelaide Property	The office property located at 25 Grenfell Street, Adelaide, Australia.
Adelaide Seed Trust	GDI Premium Office Trust.
AFSL	An Australian Financial Services Licence issued under the Corporations Act.
AIFRS	Australian International Financial Reporting Standards.
Allotment	The allotment of Stapled Securities to each investor to whom it has been decided to issue and allot Stapled Securities following acceptance of an Application.
Applicant	A person who submits an Application.
Application	An application for Stapled Securities under the Offer described in this Offer Document.
Application Form	The relevant form attached to, or accompanying this Offer Document pursuant to which Applicants apply for Stapled Securities, including:
	• In the case of Applicants under the Board's List Offer and the General Offer, the Application Form accompanying this Offer Document; and
	• In the case of Applications under the Rollover Offer, the personalised application form sent to Seed Investors relating to participation in the Rollover Offer.
Application Monies	Monies received from Applicants in respect of their Application(s).
ASIC	Australian Securities & Investments Commission.
Assets Under Management or AUM	The dollar value of assets that are managed by GDI Property Group from time to time.
ASX	ASX Limited (ABN 98 008 624 691) or the market operated by it, as the context requires.
ASX Guidelines	ASX Corporate Governance Principles and Recommendations as amended from time to time.
Australian Seed Investor	A Seed Investor who is an Australian resident for tax purposes and who does not hold their units in the Seed Trust, and will not hold any Stapled Securities acquired under the Offer, in carrying on a business through a permanent establishment outside Australia.
Australian Stapled Securityholder	A Stapled Securityholder who is an Australian resident for tax purposes and will not hold their Stapled Securities in carrying on a business through a permanent establishment outside Australia.
Board	The board of directors of:
	• The Head Company; and • The Responsible Entity.
Board's List Invitation	The invitation under this Offer Document to investors nominated by the Board and certain other investors to participate in the Board's List Offer on a firm basis up to the amount nominated by the Board, as described in Section 10.8.2, which includes an Application Form.
Board's List Offer	The Board's List Invitation under this Offer Document, as described in Section 10.8.2.

Brisbane Acquisition	The proposed acquisition by the Head Trust (through the Custodian as custodian for a new sub-trust) of the Brisbane Property by the exercise of the Option Agreement on or about the date on which the Seed Trusts Restructure is implemented and Listing occurs.
Brisbane Property	The office property located at 307 Queen Street, Brisbane, Australia.
Broker	A broker appointed by the Lead Manager to act as a participating broker to the Offer.
Broker Firm Applicant	A person who submits a valid Application under the Broker Firm Offer with their Broker.
Broker Firm Offer	The invitation under this Offer Document to HNW Investors who have received a firm allocation of Stapled Securities from their Broker, as described in Section 10.8.3.
Building/s	The three buildings in the Mill Green Complex; comprising 197 St Georges Terrace, 5 Mill Street and 1 Mill Street.
Business Day	A day which ASX is open for trading in securities and banks are open for general business in Sydney, NSW.
Business Sale and Purchase Agreement	The agreement entered into by the Vendors, GDI Property Group Limited and others setting out the terms of the Funds Business Acquisition.
Buyback	The selective buyback of the Shares held by the initial subscribers to be conducted by the Head Company pursuant to Chapter 2J.1 of the Corporations Act.
Capitalisation Rate or Cap Rate	The capitalisation rate for a property or a portfolio of properties is calculated by dividing the stabilised net operating income of the property or portfolio by the assessed valuation of the property or portfolio, excluding costs of acquisition and fees.
Capital Gains Tax or CGT	Amounts determined under Part 3-1 of the Income Tax Assessment Act 1997 (Cth) to be included in, or otherwise taken into account, in determining assessable income.
CBD	Central Business District.
CHESS	ASX's Clearing House Electronic Subregister System.
Commitment Letter	The commitment letter sent to Seed Investors who are also Wholesale Investors relating to participation in the Rollover Offer.
Completion	Completion of the Transaction.
Compliance Plan	The compliance plan of the Head Trust, as amended from time to time.
Constitution	Each of the Head Company Constitution and the Head Trust Constitution.
Continue	The process by which Seed Investors acquire Stapled Securities and cease to hold units in the Seed Trusts on completion of the Seed Trusts Restructure and the Rollover Offer.
Continuing Election	An election made by a Seed Investor to Continue.
Continuing Seed Investors	Seed Investors who have made a Continuing Election under the Rollover Offer.
Contract for Sale of Land	The contract relating to the purchase of the Brisbane Property entered into on or about the Offer Document Date between The Trust Company (Australia) Limited (in its capacity as custodian of GDI No.37 Pty Ltd as trustee of GDI No.37 Trust), GDI No.37 Pty Ltd as trustee of GDI No.37 Trust and Clarence Property Corporation Limited (ACN 094 710 942) as trustee of Westlawn Property Trust (ARSN 095 611 804).
Cooperation Deed	The cooperation deed entered into between the Head Company and the Head Trust dated on or about the date of this Offer Document.
Corporations Act	Corporations Act 2001 (Cth).
Covenants	Restrictions in the Debt Facility put on GDI Property Group by Westpac.
Covenant ICR	Earnings Before Interest and Tax for the previous 12 month period divided by interest expense for the previous 12 month period.

Covenant LVR	Total debt including net derivative exposures divided by the value of the properties.
CPI	Consumer Price Index.
Current Manager	GDI Investment Management Pty Ltd (ABN 36 126 353 820) (previously known as GDI Property Group Pty Limited) being one of the Management Companies to be acquired by the Head Company pursuant to the Funds Business Acquisition.
Custodian	The Trust Company (Australia) Limited (ACN 000 000 993).
Debt Facility	GDI Property Group's debt facility from Westpac which will provide a financing facility with a total limit of \$200.0 million and a \$5.0 million bank guarantee on or about the date on which the Seed Trusts Restructure is implemented and Listing occurs.
Directors	The directors of the Head Company and the directors of the Responsible Entity of the Head Trust.
Distribution	Cash payment to Stapled Securityholders determined in accordance with GDI Property Group's Distribution policy from time to time. This may include a distribution from GDI Property Trust and/or a dividend from GDI Property Group Limited.
Distribution Yield	Distributions per Stapled Security forecast to be received by Stapled Securityholders in the Forecast Period divided by the Offer Price.
Escrowed Parties	Each of:
	• The Vendors; and • Mr Gillard and Mr Veale (and their associated entities).
Escrow Period	The period from the date of the issue of the Escrowed Stapled Securities to the Escrowed Parties until the end of the Forecast Period.
Escrow Restrictions	The restrictions on the Escrowed Parties dealing with their Escrowed Stapled Securities during the Escrow Period, details of which are set out in Section 15.4.
Escrowed Stapled Securities	Stapled Securities held by the Escrowed Parties subject to the Escrow Restrictions. See Section 15.4 for further details.
Exit/ing	The process for Seed Investors to cease to have Units in GDI Property Trust on completion of the Seed Trusts Restructure.
Exit Election	An election made by a Seed Investor to Exit.
Exiting Seed Investors	Seed Investors who have made an Exit Election under the Rollover Offer.
Exposure Period	The seven day period after the date of lodgement of this Offer Document during which an Application must not be accepted. ASIC may extend this period to no more than 14 days after the date of lodgement of this Offer Document.
External Fund/s	Any external unlisted and unregistered property trusts operated by the Funds Business from time to time and on the implementation of the Transaction means the Non-Seed Trusts.
FFO or Funds From Operation	A Property Council of Australia definition which adjusts statutory AIFRS net profit for non cash changes in investment properties, non-cash impairment of goodwill, non-cash fair value adjustments to financial instruments, amortisation of incentives, rental straight-line adjustments and other unrealised one-off items.
FFO Yield	FFO per Stapled Security divided by the Offer Price.
Financial Information	Refers to the Pro Forma Balance Sheet and the Forecast Financial Information.
Forecast Financial Information	Financial information prepared by the Directors which includes a forecast statutory consolidated income statement, a forecast consolidated distribution statement, a forecast pro forma consolidated income statement and a forecast pro forma consolidated distribution statement for GDI Property Group as set out in Section 6.

Forecast Period	The period from completion of the Transaction to 30 June 2015.
Foreign Seed Investor	A Seed Investor who is not an Australian resident for tax purposes and who does not hold their units in the Seed Trust, and will not hold any Stapled Securities acquired under the Offer, in carrying on a business through a permanent establishment in Australia.
Foreign Stapled Securityholder	A Stapled Securityholder who is not an Australian resident for tax purposes and will not hold their Stapled Securities in carrying on a business through a permanent establishment in Australia.
Funds Business	The funds management business, being conducted by the Partnership as at the date of this Offer Document, being the business of managing External Funds, which will be acquired by the Head Company and as at the date of the implementation of the Seed Trusts Restructure will consist of the Non-Seed Trusts.
Funds Business Acquisition	The proposed acquisition by the Head Company of all of the Management Company Shares and the Funds Business on or about the date of the implementation of the Seed Trusts Restructure and the Listing.
FY14	The financial year ending 30 June 2014.
FY15	The financial year ending 30 June 2015.
FY	The financial year ending on 30 June.
GDI Funds Management Limited or Responsible Entity	GDI Funds Management Limited (ABN 34 107 354 003, AFSL number 253142) as responsible entity of the Head Trust.
GDI group	An unlisted property group in which the Partnership operates the Funds Business and which also comprises the Responsible Entity and a number of wholly-owned companies acting as trustees of the External Funds. Under the Funds Business Acquisition, the Vendors will sell the Funds Business and the Management Companies to GDI Property Group.
GDI Property Group	With effect from the implementation of the Transaction, the newly formed stapled group comprising the Head Trust and the Head Company and their controlled entities.
GDI Property Group Limited or Head Company	GDI Property Group Limited (ACN 166 479 189).
GDI Property Trust or Head Trust	GDI Property Trust (ARSN 166 598 161).
GDI Property Trust Constitution	The constitution of GDI Property Trust dated 4 November 2013 (as amended from time to time).
GDI Property Group Limited Constitution	The constitution of GDI Property Group Limited dated 5 November 2013 (as amended from time to time).
Gearing	Drawn borrowings under the Debt Facility less cash, divided by Total Tangible Assets less cash.
General Offer	The offer under this Offer Document to Retail Investors.
Gross Rental Income	Total rental income for all Properties. This includes rent for occupied space, car park, storage, recoverable outgoings and other.
GST	Goods and Services Tax.
Guarantee	Includes the rental guarantee for vacancies relating to the Sydney Property and Brisbane Property plus the payment of existing tenant incentives for the Sydney Property and Brisbane Property.
Guarantee Deed	The guarantee deed in respect of the Sydney Property.
Guaranteed	The amounts covered by the Guarantee.

High Net Worth (HNW)	An investor:
investors	• in Australia, who either has over \$2,500,000 in net assets or has had a gross income of \$250,000 for each of the last two financial years as confirmed by an accountant's certificate not more than two years old; or
	• in New Zealand, who is a "habitual investor", being a person whose principal business is the investment of money or who, in the ordinary course of and for the purposes of their business, habitually invests money as described in Section 3(2)(a)(ii) of the Securities Act 1978 (New Zealand).
Implementation Deed	The implementation deed entered into by Head Company, Responsible Entity, the Seed Trustees, the Vendors and others which sets out the steps to be taken to implement the Seed Trusts Restructure and the Acquisitions.
Independent Expert	Grant Thornton Corporate Finance Pty Limited (ABN 59 003 265 987).
Industy Expert's Report	The market overview set out in Section 5 of this Offer Document.
Initial Investor	GDI Capital Pty Limited (ACN 115 253 159) as the initial investor in GDI Premium Office Trust, and GDI Investor Pty Limited (ACN 141 853 410) as the initial investor in GDI No.34 Sydney CBD Office Trust and GDI No.35 Perth Prime CBD Office Trust.
Institutional Investor	Persons who are:
	• persons in Australia who are wholesale clients under section 761G of the Corporations Act and either "professional investors" or "sophisticated investors" under sections 708(11), 708(8) and 761G of the Corporations Act and who are not US Persons and are not acting for the account or benefit of US Persons;
	• institutional investors in certain other jurisdictions, as agreed by GDI Property Group and Lead Manager, to whom offers of Stapled Securities may lawfully be made without the need for a lodged or registered disclosure document or filing with, or approval by, any governmental agency (except one with which GDI Property Group is willing in its discretion to comply) and that are not US Persons and are not acting for the account or benefit of US Persons; and
	• such other persons as GDI Property Group and the Lead Manager may agree to be Institutional Investors.
Institutional Offer	The offer under this Offer Document to certain Institutional Investors to apply for Stapled Securities.
Interest Coverage Ratio (ICR)	The ratio of earnings before interest and tax for the previous twelve month period (after adjusting for amortisation and non-cash items) to interest expense for the previous twelve month period.
Investigating Accountant	Hall Chadwick Corporate (NSW) Limited (ABN 28 080 462 488).
Investigating Accountant's Report	The Investigating Accountant's Report prepared by Hall Chadwick as set out in Section 11 of this Offer Document.
Investment Mandate	The investment strategy that governs the Head Trust's investments, as described in Section 2.1.3.
IRR or Internal Rate of Return	The discount rate that makes the net present value of all cash flows from a particular project equal to zero.
Lead Manager	Credit Suisse (Australia) Limited (ABN 94 007 016 300).
Listing	Official quotation of the Stapled Securities on ASX and commencement of deferred settlement trading of the Stapled Securities on ASX.
Listing Rules	The official Listing Rules of ASX from time to time as modified by any express written confirmation, waiver or exemption given by ASX.

• GDI Funds Management Limited (ABN 34 107 354 003) (in its personal capacity); and • GDI Investment Management Pty Ltd (previously known as GDI Property Group Pty Limited (ABN 36 126 353 820);
and their wholly owned subsidiaries.
All the shares on issue in the Management Companies.
The Property comprising the following three Buildings, 197 St Georges Terrace, 5 Mill Street and 1 Mill Street, Perth, Western Australia.
National Australian Build Environment Rating System.
The sum total of the book value of NTA and book value of intangibles.
Gross rental income less non-recoverable outgoings.
Securities Act 1978.
Total lettable floor area less common areas, in square metres.
Unitholders in the Non-Seed Trusts.
The following External Funds:
• GDI No.36 Perth CBD Office Trust; • GDI No.33 Brisbane Office Trust; • GDI No.29 GDI Office Fund; • GDI Income Property Fund No.28; and • GDI No.27 Total Return Fund.
Equity minus intangible assets, adjusted for any minority interests.
The Public Offer, the Rollover Offer and the Vendors' Offer under (and as contemplated by) this Offer Document.
The date on which the Offer is expected to close, being:
• 10 December 2013 in respect of the Rollover Offer;
• 10 December 2013 in respect of the Board's List Offer;
• 10 December 2013 in respect of the General Offer; and
• 21 November 2013 in respect of the Institutional Offer.
These dates may be varied without prior notice.
This document, being a prospectus for the purpose of Chapter 6D of the Corporations Act and a product disclosure statement for the purposes of Part 7.9 of the Corporations Act (including the electronic form of this document) and any supplementary or
replacement Offer Document (including any replacement Offer Document).
The date of the Offer Document, being the date that the Offer Document was lodged with ASIC.
The lodgement of this Offer Document with ASIC.
The date on which the Offer opens.
The period commencing on the Offer Opening Date and ending on the Offer Closing Date.
Fixed price of \$1.00 per Stapled Security.

Option Agreement	An option agreement dated 12 September 2013 between GDI Investment Management Pty Ltd (formerly known as GDI Property Group Pty Ltd) and Clarence Property Corporation Limited under which a person or entity nominated by GDI Investment Management Pty Ltd may acquire the Brisbane Property under the Brisbane Acquisition.
Partnership	Gillard GDI Pty Limited (ACN 131 602 750) as trustee for Gillard GDI Trust (ABN 31 912 345 446) and Veale GDI Pty Limited (ACN 131 602 929) as trustee for Veale GDI Trust (ABN 58 378 631 146), (as partners of GDI Property Group Partnership (ABN 66 769 561 310)).
Perth Property	The Buildings located at Mill Green Complex.
Perth Seed Trust	GDI No.35 Perth Prime CBD Office Trust.
Portfolio	The portfolio of properties owned by GDI Property Group from time to time and on the implementation of the Transaction means the portfolio comprising the Properties.
Pro Forma Balance Sheet	The consolidated pro forma balance sheet contained in Section 6.3.4 of this Offer Document.
Property	Any properties owned by GDI Property Group from time to time and on implementation of the Transaction means:
	• the Perth Property;
	• the Sydney Property;
	• the Adelaide Property; and
	• the Brisbane Property.
PCA	Property Council of Australia.
Public Offer	The Board's List Offer, the Broker Firm Offer, the General Offer and the Institutional Offer.
QIB	A "qualified institutional buyer" as defined in Rule 144A under the U.S. Securities Act.
Register	The registers of the Head Trust and the Head Company.
Registry	Link Market Services Limited (ABN 54 083 214 537).
REIT	Real Estate Investment Trust.
Retail Investor	An eligible investor who is a resident of Australia, who is neither in the United States nor acting for the account or benefit of a person in the United States, and is not otherwise participating in the Institutional Offer.
Rollover Offer	The offer under this Offer Document to Seed Investors to make a Continuing Election or an Exit Election.
Seed Investor	A unitholder in the Seed Trusts prior to the implementation of the Transaction.
Seed Trust	Each of the Perth Seed Trust, the Sydney Seed Trust and the Adelaide Seed Trust.
Seed Trust Deeds	The trust deeds establishing each of the Seed Trusts as amended from time to time.
Seed Trustees	In relation to the Perth Seed Trust, GDI No.35 Pty Limited (ACN 147 938 896) and in relation to each of the Sydney Seed Trust and the Adelaide Seed Trust, the Responsible Entity.
Seed Trusts Restructure	The proposal intended to facilitate the Listing involving the proposed acquisition by the Head Trust of all of the units in the Seed Trusts, which will be effected by the transfer of each Seed Investor's units in the relevant Seed Trusts to the Head Trust in exchange for the issue of units in the Head Trust.
Settlement	The settlement in respect of the Stapled Securities the subject of the Offer under the Underwriting Agreement.
SGT	The Sydney Guarantee Trust to be established by a trust deed substantially to the form attached to the Implementation Deed.

SGT Constitution	The constitution of the SGT (as amended from time to time).
Share	A fully paid ordinary share in the Head Company.
Stapled / Stapling	The linking together of securities so that one security may not be issued, transferred or otherwise dealt with without a corresponding and simultaneous issue, transfer or dealing of the other securities and which securities are quoted on ASX jointly as a "stapled security" or such other term as ASX permits.
Stapled Entity/ies	Each of the Head Company and the Head Trust (or where the context requires, the Responsible Entity).
Stapled Security	A stapled security in GDI Property Group comprising one Unit and one Share, Stapled together as described in Section 14.2.2.
Stapled Securityholder	A registered holder of a Stapled Security.
Sydney Property	The office property located at 233 Castlereagh Street, Sydney, Australia.
Sydney Seed Trust	GDI No.34 Sydney CBD Office Trust.
Total Tangible Assets	Total balance sheet assets, less the value of any intangibles (such as goodwill, management rights etc).
Transaction	The Seed Trusts Restructure, the Acquisitions and the Offer.
Underwriting Agreement	The underwriting agreement between the Head Company, the Head Trust and the Lead Manager dated on or about the date of this Offer Document as described in Section 14.10.
United States or US	The United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
Unit	A fully paid unit in the Head Trust.
US Persons	Has the meaning given by Regulation S under the US Securities Act.
U.S. Securities Act	U.S. Securities Act of 1933, as amended.
Valuation Reports	Formal reports containing the independent valuation of:
	• the Perth Property by Savills Valuations Pty Ltd (ABN 73 151 048 056), dated 1 October 2013;
	• the Sydney Property by Savills Valuations Pty Ltd (ABN 73 151 048 056), dated 1 October 2013;
	• the Adelaide Property by CBRE Richard Ellis Valuations Pty Ltd (ABN 15 008 912 641), dated 1 October 2013; and
	• the Brisbane Property by Jones Lang LaSalle Advisory Services Pty Limited (ABN 56 003 262 600), dated 1 October 2013.
Vendors	Each of:
	• Gillard GDI Pty Limited (ACN 131 602 750) as trustee for Gillard GDI Trust (ABN 31 912 345 446) and Veale GDI Pty Limited (ACN 131 602 929) as trustee for Veale GDI Trust (ABN 58 378 631 146), (as partners of GDI Property Group Partnership ABN 66 769 561 310);
	• Flanard Investments Pty Limited (ABN 48 131 603 462); and • Kindol Pty Limited (ABN 90 003 640 266) as trustee for the Parris Investment Trust.
Vendors' Offer	The offer or issue of Stapled Securities to the Vendors as consideration for the acquisition of the Funds Business and the Management Company Shares under the Funds Business Acquisition.
Weighted Average Lease Expiry or WALE	The average lease term remaining to expiry across the Portfolio or Property, weighted by NLA or as noted.
Westpac	Westpac Banking Corporation (ABN 33 007 457 141, AFSL and Australian credit licence 233714).

Appendix

GDI Property Group

Independent Expert's Report

25 November 2013

Independent Directors GDI Property Group Limited GDI Funds Management Limited as responsible entity of GDI Property Trust and as trustee of GDI No. 34 Sydney CBD Office Trust and GDI Premium Office Trust GDI No. 35 Pty Limited, as trustee of GDI No. 35 Perth Prime CBD Office Trust Level 23 56 Pitt Street Sydney NSW 2000

Grant Thornton Corporate Finance Pty Ltd ABN 59 003 265 987 AFSL 247140

Level 19 2 Market Street Sydney NSW 2000 PO Locked Bag Q800 QVB Post Office Sydney NSW 1230 T + 61 2 8297 2400 F + 61 2 9299 4445 E info@gtnsw.com.au W www.grantthornton.com.au

25 November 2013

Dear Sirs

Independent Expert's Report

Introduction

GDI group is an unlisted property group through which the Partnership1 operates the Funds Business2 and through which the Seed Trustees3 operate the Seed Trusts4. The entities which are owned by the Partnership as well as the entities which comprise the Partnership ("the Vendors") are ultimately owned by Mr Gillard and Mr Veale. GDI group currently manages c\$750 million of assets under management ("AUM") through the Seed Trusts and the Non Seed Trusts5.

A transaction is being proposed which, if completed, will result in a stapled group to be known as GDI Property Group being listed on the ASX. The transaction will be implemented via the following simplified steps (refer to the Offer Document for full details):

GDI Property Group Limited ("GDI PG") will be incorporated and GDI Property Trust ("GDI PT") will be settled and registered as a managed investment scheme. The responsible

• 5 The None Seed Trusts consist of GDI No 36 Perth CBD Office Trust;
• GDI No 29 GDI Office Fund;
• GDI No 33 Brisbane Office Trust; • GDI No 27 Total Return Fund; and
• GDI Income Property Fund no 28.

Holder of Australian Financial Services License No. 247140

Grant Thornton is a trademark owned by Grant Thornton International Ltd (UK) and used under licence by independent firms and entities throughout the world. Grant Thornton member firms in Australia are businesses trading independently under the name Grant Thornton. Grant Thornton Australia Ltd has been incorporated to conduct those businesses as a single national entity, and public notification will be given upon commencement. Liability limited by a scheme approved under Professional Standards legislation.

1 Gillard GDI Pty Limited (ACN 131 602 750) as trustee for Gillard GDI Trust (ABN 31 912 345 446) and Veale GDI Pty Limited (ACN 131 602 929) as trustee for Veale GDI Trust (ABN 58 378 631 146), (as partners of GDI Property Group Partnership ABN 66 769 561 310). 2 The fund management business being conducted by the Partnership as at the date of the Offer Document being the business of managing External Funds which will be acquired by GDI PG and as at the date of the implementation of the Seed Trusts Restructure will consist of the Non-Seed Trusts.

³ In relation to the Perth Trust, GDI No.35 Pty Limited (ACN 147 938 896) and in relation to each of the Sydney Trust and the Adelaide Trust, GDI FM.

⁴ Each of the Perth Trust, the Sydney Trust and the Adelaide Trust

entity of GDI PT will be GDI Funds Management Limited ("GDI FM"). GDI FM is currently part of GDI group and is wholly owned by the Vendors and their associates.

• Each Seed Trustee will notify their Seed Investors that their investment in the Seed Trusts is being withdrawn in order to transfer all the units in the Seed Trusts to GDI PT in return for the issue of units in GDI PT to Seed Investors. ("the Seed Trust Restructure"). The withdrawal price will be in line with the net tangible assets value ("NTA") of the relevant Seed Trust as at 1 October 20136 of \$284.2 million. Seed Investors will be able to elect to retain their units in GDI PT and also receive a share in GDI PG or accept cash for their units in GDI PT.
• GDI Property Group will offer \$567.6 million worth of Stapled Securities at an Offer Price of \$1.00 per Stapled Security. Of the 567.6 million of Stapled Securities to be issued, a maximum of \$284.2 million is able to be issued as consideration for units in the Seed Trusts7 and the balance for cash to new external investors ("the Offer").
• GDI FM will redeem for cash the units in GDI PT held by Seed Investors that do not elect to receive a share in GDI PG and hold Stapled Securities.
• Shares in GDI PG and units in GDI PT will be stapled and listed on the ASX.
• GDI PG will purchase the Funds Business from the Vendors for \$18.5 million. The Vendors are ultimately owned by Mr Gillard and Mr Veale ("the Funds Business Acquisition").
• GDI FM (or one of its wholly-owned subsidiaries) through its custodian will purchase the office property located at 307 Queen Street, Brisbane ("Brisbane Property").
• The investment management agreements currently in place between the Seed Trustees and their current investment managers will be terminated. The current investment managers are ultimately owned by the Vendors.
• The acquisition of the Seed Trusts by GDI PT and the termination of the investment management agreements in relation to the Seed Trusts will trigger a payment to the Vendors and interests associated with the Vendors of certain disposal fees and performance fees. However, the Vendors have agreed to waive some of the fees to which they would have been entitled and are only charging the performance and disposal fees set out in this report.

• On completion of the above transaction:

• o GDI PT will own the Seed Trusts and the Brisbane Property.

• o GDI PG will own the Funds Business.
• o GDI Property Group will internally manage the Seed Trusts and will externally manage the Non Seed Trusts.

⁶ As discussed in section 6.3.4 of the Offer Document, the NTA is reduced by certain performance and disposal fees payable to the Vendors and a leasing guarantee provision for the Sydney Trust (Trust 34). 7 To Seed Investors electing to retain their units in GDI PT.

• o GDI Property Group will own the goodwill of GDI group and an entity within the GDI Property Group will employ all its staff and key people.
• o Mr Gillard will become the Managing Director of GDI Property Group.
• o Mr Veale will become a director of GDI FM and GDI PG.
• o The Vendors (and interests associated with the Vendors) will collectively own 59.5 million Stapled Securities in GDI Property Group equivalent to 10.5% of the capital post completion of the Transaction.

The Seed Trusts Restructure, the Funds Business Acquisition and the Offer ("collectively referred to as the Transaction") are all interdependent with each other.

• If the Transaction is implemented, the Vendors (and interests associated with the Vendors) will receive the following consideration:
• o \$18.5 million as consideration for the acquisition of the Funds Business (after the investment management agreements currently in place for the Seed Trusts have been terminated). The consideration will be satisfied by the issue of Stapled Securities in GDI Property Group which will be escrowed until 30 June 2015.
• o A cash payment payable on completion of the Seed Trusts Restructure being certain performance fees and disposal fees totalling \$13.7 million payable by Seed Investors in the Adelaide and Perth Trusts to the Vendors (and interests associated with the Vendors) as summarised below:
  • \$8.8 million in disposal fees for the Adelaide Trust and the Perth Trust.
  • \$4.9 million in performance fee for the Adelaide Trust and the Perth Trust.

The above payments are collectively referred to as the "Vendors Consideration"

Purpose of the report

Chapter 2E of the Corporations Act 2001 ("Corporations Act" or the "Act") prohibits a public company from giving a financial benefit to a related party, except if the public company obtains prior approval of the shareholders, unless the arrangement meets specified exceptions, including if the parties are dealing on arms' length basis.

Following completion of the Transaction, Mr Veale and Mr Gillard will become Directors of GDI Property Group. As stated above, Mr Veale and Mr Gillard are the ultimate owners of the Vendors. Accordingly, Mr Veale and Mr Gillard are deemed to be "related party" for the purposes of Chapter 2E of the Act. The Vendors Consideration to be received as part of the Transaction would constitute the giving of a financial benefit to a "related party".

Accordingly, the independent directors of GDI PG and GDI FM as responsible entity for GDI PT have requested Grant Thornton Corporate Finance to prepare an independent expert's report

stating whether the payment of the Vendors Consideration is fair and reasonable and on an armslength basis to the security holders of GDI Property Group not associated with the Vendors ("Non-Associated Security-holders").

Furthermore, as Mr Veale and Mr Gillard are receiving benefits from the Transaction including from the Seed Trusts, the independent directors of each Seed Trust, as part of their approval of the Seed Trust Restructure, have sought the benefit of this independent expert's report insofar as it relates to the Non-Associated Security-holders who are also unitholders in the Seed Trusts.

Summary of opinion –Transaction

Grant Thornton Corporate Finance has concluded that the payment of the Vendors Consideration is on arms-length terms and fair and reasonable to Non-Associated Securityholders.

This summary of opinion should be read in conjunction with the detailed findings set out in the remainder of this report.

Fairness Assessment –Transaction

In our fairness assessment, we have given due consideration to the Regulatory Guides issued by ASIC in particular Regulatory Guide 111 Content of Expert's Reports ("RG 111"). RG 111 expressly states that when analysing related party transactions, it is important that an expert focuses on the substance of the related party transaction rather than its legal form.

The substance of the Transaction is that the Vendors (and interests associated with the Vendors) will effectively crystallise 100% of the value of the GDI group.

Accordingly, in our fairness assessment, we have had regard to the Transaction as a whole by comparing the fair market value of GDI group on a stand-alone and control basis before the Transaction with the value of the Vendors Consideration.

We note that we have excluded the performance fee payment of \$4.9 million from the Vendors Consideration in order to ensure a like for like comparison with our assessment of the GDI group on a stand-alone basis8. On the assumption that the \$4.9 million performance fee represents the fair market value calculated in accordance with the Seed Trust constituent documents, our approach does not alter the substance of our opinion.

8 It is difficult and uncertain to calculate the value of the performance fee based on the net present value of future cash flows.

The following table summarises our fairness assessment.

Fairness assessment	Section	Low	High
	reference	\$'000	\$'000
Fair market value assessment of GDI group before the Transaction1	6.7	26,124	28,104
Vendors Consideration 1		27,320	27,320
Premium/(discount)		(1,196)	784
Premium/(discount) (%)		(4.4)%	2.9%

Source: GTCF Calculations Note: (1) Excludes performance fees

The Vendors Consideration is within our assessment of the fair market value of GDI group on a control basis before the Transaction. Accordingly, we have concluded that the Transaction is fair to the Non-Associated Securityholders.

Fair market value of GDI group

Our assessment of the fair market value of GDI group is based on the net present value of future cash flows having regard to Management projections for the discrete period up to FY2018 ("GDI group Projections"). The key assumptions underlying the GDI group Projections are summarised below:

• GDI group will continue to manage the External Funds and Seed Trusts over the next 5 years.
• Consistent with the Forecast included in the Offer Document, it has been assumed that GDI group on a stand-alone basis will be able to establish 3 new trusts in the remainder of FY2014 and FY2015 with a total value of approximately \$300 million (including the trust which will hold the Brisbane Property assessed at approximately \$120 million upon exercise of the current option).
• Between FY2016 and FY2018, GDI group will establish a new trust every year with an average value of \$100 million. We note that this is consistent with the average value of the new trusts established by GDI group over the last 3 years.
• In our valuation assessment of GDI group, we have not considered a terminal value after the discrete period of forecast to FY2018. In our opinion, this is consistent with the assumption that would be adopted by a pool of potential purchasers under the fair market value concept due to the following:
• o The depth of GDI group senior management team and in particular the strong reliance on Mr Gillard, may not be conducive of an assessment of the fair market value of GDI group in perpetuity.
• o Key management and employees can only be locked-in for a limited period of time.

o Whilst GDI group have been operating in the property funds management business for a long period of time, it is still a small company in this sector and the AUM has only reached the current level in the last 3 years.

• o There in uncertainty in relation to the frequency that GDI group will be able to establish new funds in the future. This will depend, among other things, on the following:
• Ability to raise the required debt and equity.
• General economic market conditions, including employment rate and GDP growth.
• Availability of suitable properties.
• In our assessment of the net present value of future cash flows we have adopted a discount rate as summarised below:
• o Between 9.5% and 10.7% for the Non Seed Trusts and the Seed Trusts. The selected discount rate reflects the general risks in the office property market, the quality of the underlying assets, their stage of maturity (including weighted average lease expiry and tenants profile) and the strong termination protection for GDI group under the existing investment management agreements between the current investment managers and the Seed Trustees.
• o Between 13.5% and 16.7% for Future AUM (including the Brisbane Property) to reflect the risk attached to the blue-sky nature of this income stream.

In addition to our valuation assessment under the Management's base case, we have also undertaken certain sensitivity analysis as set out in section 6.

Fair market value of the Vendors Consideration

We note that in our assessment of the fair market value of the Vendors Consideration for the Funds Business (\$18.5 million), we have been instructed to adopt the Offer Price of GDI Property Group of \$1 per Stapled Security. Whilst we have not undertaken a valuation assessment of GDI Property Group, we do not believe this assumption is unreasonable due to the following:

• The Offer Price has mainly been assessed having regard to the NTA of the Seed Trusts and the Brisbane Property which have been independently valued as at 1 October 20139.
• The Offer Price is supported by external new investors paying cash to subscribe for Stapled Securities.
• Our valuation assessment of the Funds Business (which will represent a significant component of the goodwill of the Stapled Entity) is consistent with the consideration payable.

⁹ As at the date of this report it is not possible to analyse the liquidity of the Staple Securities in accordance with the requirements of RG 111.

Our assessment of the Vendors Consideration is summarised below:

Vendors Consideration	Amount	Comments
Funds Business	\$18.5 million	Satisfied by the issue of 18.5 million Stapled Securities at \$1 each. The Stapled Securities will be escrowed until 30 June 2015
Seed Trusts disposal fee	\$8.8 million	Paid out of the assets of the relevant Seed Trusts in accordance with the constituent documents
Seed Trusts performance fee	\$4.9 million	Paid out of the assets of the relevant Seed Trusts in accordance with the constituent documents
Total Gross Vendors Consideration	\$32.2 million
Less Seed Trusts performance fee	(\$4.9 million)	As discussed before, this has not been considered in the Vendors Consideration for the purpose of our fairness assessment in order to ensure a like for like comparison with our valuation assessment of GDI group which does not include future performance fee.
Vendors Consideration adopted in our fairness assessment	\$27.3 million

We note that in our fairness assessment, we have not considered the ability of GDI Property Group to ensure that the goodwill of GDI group is preserved and maintained into the GDI Property Group structure. The purpose of our engagement is limited to comparing the fair market value of GDI group on a stand-alone basis before the Transaction with the Vendors Consideration.

Cross check based on the % of AUM

Source: GTCF calculations

The Vendors Consideration is equivalent to a % of AUM between 3.5% and 3.8% based on AUM as at 1 October 2013 and 2.8% and 3.0% based on projected AUM as at 30 June 2014 as summarised in the table below.

Cross check - % AUM	Section	Low	High
	Reference	\$'000	\$'000
Fair market v alue of the Funds Business	6.7	26,124	28,104
AUM as at 30 Sep 2013		742,300	742,300
AUM as at 30 Jun 20141		929,644	929,644
Implied EV /AUM		3.5%	3.8%
Implied EV / FY2014F AUM		2.8%	3.0%

Note: (1) FY2014F AUM is based on \$742.3 million as at 30 Sep 2013 plus \$120.0 million for the Brisbane Property plus \$75.0 million additional external funds at 1 July 2014 and associated capital growth according to our assumptions outlined in section 6

As discussed in section 6.8.2, the average EV/AUM of the relatively more comparable transactions is 2.7%10. Whilst the % of AUM implied in the Vendors Consideration is above recent comparable transactions, we are of the opinion that this is not unreasonable due to the following:

The historical performance of GDI group compared with its peers and the comparable transactions. As discussed in section 4, GDI group has generated an historical average IRR in excess of 20% per annum after fees for the 18 funds which have wound-up.

¹⁰ Based on the acquisition of Kiwi Investment Property Trust, CFS Retail Property Trust Group and Austock Property Funds Management

• The fees that GDI group is able to charge to the trusts it manages are materially higher than the peer listed comparable companies. This is a reflection of GDI group's goodwill and historical performance.
• GDI group has a loyal and recurring customer base comprising high net worth investors ("HNW") which should assist GDI group to continue to establish new trusts and complete new transactions.
• A number of comparable transactions observed, following the onset of the GFC, involve the sale of distressed assets, accordingly a low % of AUM has been observed.

Reasonableness Assessment –Transaction

For the purpose of assessing whether or not the Transaction is reasonable to Non-Associated Securityholders, we have considered the following likely advantages, disadvantages and other factors associated with the Transaction.

Advantages

• The Transaction is fair. In accordance with RG111, the Transaction is reasonable if it is fair.
• GDI Property Group will acquire an office property fund manager that has an established track record. GDI group was established in 1993 and has a history of delivering strong returns to its investors. The senior management of GDI group has on average over 25 years' experience in office property, funds management and finance.
• GDI Property Group will have an internally managed structure, with no funds management fees payable to external parties. In addition, the Vendors will own approximately 10.5% of the Stapled Securities on issue and senior management will have incentive arrangements which will align the interest of senior management with Stapled Securityholders.
• GDI Property Group is expected to have access to an investor base of approximately 1,000 investors, investing either directly or indirectly through a limited number of financial intermediaries. This strong investor base should help provide a platform for GDI Property Group to grow by establishing new External Funds.
• A significant proportion of the Vendors Consideration is in the form of Stapled Securities in GDI Property Group. These Stapled Securities are escrowed to 30 June 2015, which will effectively tie the Vendors (and interests associated with the Vendors) into the business of GDI Property Group in the medium term.
• Whilst the Stapled Securities to be issued to the Vendors upon completion of the Funds Business Acquisition are escrowed until 30 June 2015, we have not applied a marketability discount in our valuation assessment of the Vendors Consideration.

Disadvantages

• GDI Property Group will rely heavily on Mr Gillard who has established a strong personal level of goodwill with the HNW individuals. This personal goodwill may not necessarily be preserved in GDI Property Group in his absence. Accordingly, GDI Property Group is exposed to key man risk.
• There is a risk that GDI Property Group might not be able to establish new External Funds due to limited investment opportunities, and/or limited investor capital. This will have a negative impact on the fees for the Funds Business.
• In our fairness assessment, we have not had regard to the safeguards, clawbacks and other mechanisms negotiated between GDI Property Group and the Vendors to ensure that the goodwill of GDI group purchased by GDI Property Group via the Funds Business Acquisition is preserved and maintained into the GDI Property Group structure. The purpose of our engagement is limited to comparing the fair market value of GDI group on a stand-alone basis before the Transaction with the Vendors Consideration.

Reasonableness conclusion

Based on the qualitative factors identified above, it is our opinion that the Transaction is reasonable to the Non-Associated Securityholders.

"Arms-length" terms assessment

Under section 210 of the Act, member approval is not required for the giving of a financial benefit if the benefit is given on "arms-length terms" being terms that:

• would be reasonable in the circumstances if the public company were dealing at arm's length; or
• are less favourable to the related party than the terms referred to in the preceding sub-bullet.

In our arms-length terms assessment, we have given due consideration to the Regulatory Guides issued by ASIC in particular Regulatory Guide 76 Related Party Transactions ("RG 76"). In particular we have considered:

• Whether or not the Vendors Consideration represents fair market value.
• Whether the Vendors and GDI PG were dealing with each other at arm's length in negotiating the Transaction.
• The rationale for entering into the Transaction.

Based on our findings, we note the following:

Based on our fairness assessment of the Transaction, the Vendors Consideration is within our assessment of the fair market value of GDI group.

• We have been instructed and we understand that in negotiating the Transaction the Vendors and GDI PG have their own legal and financial advisors. Nothing has come to our attention that would cause use to believe that the parties were not dealing at arm's length in negotiating the terms of the Transaction.
• The rationale for entering into the Transaction is that it will allow GDI PG to become an integrated, internally managed property and funds management group with capabilities in ownership, management, refurbishment, leasing and syndication of office properties.

"Arms-length" conclusion

Based on the factors identified above, it is our opinion that the Transaction is on "armslength" terms.

Overall conclusion

After considering the abovementioned quantitative and qualitative factors, Grant Thornton Corporate Finance has concluded that the Transaction is on "arms-length" terms and fair and reasonable to the Non-Associated Securityholders.

Other matters

Grant Thornton Corporate Finance has prepared a Financial Services Guide in accordance with the Corporations Act. The Financial Services Guide is set out in the following section.

The decision of whether or not to accept the Transaction is a matter for each Non-Associated Securityholder to decide based on their own views of value of GDI Property Group and expectations about future market conditions, GDI Property Group's performance, risk profile and investment strategy. If Non-Associated Securityholders are in doubt about the action they should take in relation to the Transaction, they should seek their own professional advice.

Yours faithfully GRANT THORNTON CORPORATE FINANCE PTY LTD

ANDREA DE CIAN LIZ SMITH Director Director

25 November 2013

Financial Services Guide

1 Grant Thornton Corporate Finance Pty Ltd

Grant Thornton Corporate Finance Pty Ltd ("Grant Thornton Corporate Finance") carries on a business, and has a registered office, at Level 17, 383 Kent Street, Sydney NSW 2000. Grant Thornton Corporate Finance holds Australian Financial Services Licence No 247140 authorising it to provide financial product advice in relation to securities and superannuation funds to wholesale and retail clients.

Grant Thornton Corporate Finance has been engaged by GDI Property Group to provide general financial product advice in the form of an independent expert's report in relation to a number of transactions, which (if completed) will result in a stapled group to be known as GDI Property Group being listed on the ASX .

2 Financial Services Guide

This Financial Services Guide ("FSG") has been prepared in accordance with the Corporations Act, 2001 and provides important information to help retail clients make a decision as to their use of general financial product advice in a report, the services we offer, information about us, our dispute resolution process and how we are remunerated.

3 General financial product advice

In our report we provide general financial product advice. The advice in a report does not take into account your personal objectives, financial situation or needs.

Grant Thornton Corporate Finance does not accept instructions from retail clients. Grant Thornton Corporate Finance provides no financial services directly to retail clients and receives no remuneration from retail clients for financial services. Grant Thornton Corporate Finance does not provide any personal retail financial product advice directly to retail investors nor does it provide market-related advice directly to retail investors.

4 Remuneration

When providing the Report, Grant Thornton Corporate Finance's client is the Company. Grant Thornton Corporate Finance receives its remuneration from the Company. In respect of the Report, Grant Thornton Corporate Finance will receive from GDI Property Group a fixed fee of approximately \$75,000 plus GST, which is based on commercial rate plus reimbursement of out-ofpocket expenses for the preparation of the report. Our directors and employees providing financial services receive an annual salary, a performance bonus or profit share depending on their level of seniority.

Except for the fees referred to above, no related body corporate of Grant Thornton Corporate Finance, or any of the directors or employees of Grant Thornton Corporate Finance or any of

those related bodies or any associate receives any other remuneration or other benefit attributable to the preparation of and provision of this report.

5 Independence

Grant Thornton Corporate Finance is required to be independent of GDI Property Group in order to provide this report. The guidelines for independence in the preparation of independent expert's reports are set out in Regulatory Guide 112 Independence of expert issued by the Australian Securities and Investments Commission ("ASIC"). The following information in relation to the independence of Grant Thornton Corporate Finance is stated below.

"Grant Thornton Corporate Finance and its related entities do not have at the date of this report, and have not had within the previous two years, any shareholding in or other relationship with GDI Property Group (and associated entities) that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion in relation the Transaction.

Grant Thornton Corporate Finance has no involvement with, or interest in the outcome of the transaction, other than the preparation of this report.

Grant Thornton Corporate Finance will receive a fee based on commercial rates for the preparation of this report. This fee is not contingent on the outcome of the transaction. Grant Thornton Corporate Finance's out of pocket expenses in relation to the preparation of the report will be reimbursed. Grant Thornton Corporate Finance will receive no other benefit for the preparation of this report.

Grant Thornton Corporate Finance considers itself to be independent in terms of Regulatory Guide 112 "Independence of expert" issued by the ASIC."

6 Complaints process

Grant Thornton Corporate Finance has an internal complaint handling mechanism and is a member of the Financial Ombudsman Service (membership no. 11800). All complaints must be in writing and addressed to the Chief Executive Officer at Grant Thornton Corporate Finance. We will endeavour to resolve all complaints within 30 days of receiving the complaint. If the complaint has not been satisfactorily dealt with, the complaint can be referred to the Financial Ombudsman Service who can be contacted at:

PO Box 579 – Collins Street West Melbourne, VIC 8007 Telephone: 1800 335 405

Grant Thornton Corporate Finance is only responsible for this report and FSG. Complaints or questions about the General Meeting should not be directed to Grant Thornton Corporate Finance. Grant Thornton Corporate Finance will not respond in any way that might involve any provision of financial product advice to any retail investor.

Compensation arrangements

Grant Thornton Corporate Finance has professional indemnity insurance cover under its professional indemnity insurance policy. This policy meets the compensation arrangement requirements of section 912B of the Corporations Act, 2001.

1.	OVERVIEW OF THE TRANSACTION15
2.	SCOPE OF THE REPORT 22
3.	OVERVIEW OF THE AUSTRALIAN PROPERTY INDUSTRY 26
4.	PROFILE OF GDI GROUP32
5.	VALUATION METHODOLOGIES44
6.	VALUATION ASSESSMENT OF GDI GROUP46
7.	SOURCES OF INFORMATION, DISCLAIMER AND CONSENTS58
	APPENDIX A – VALUATION METHODOLOGIES 61
	APPENDIX B – DISCOUNT RATE 63
	APPENDIX C – COMPARABLE COMPANIES 68
	APPENDIX D – TARGET COMPANIES70
	APPENDIX E – GLOSSARY 72

1. Overview of the Transaction

1.1 Introduction

GDI group currently manages c\$750 million of AUM in 8 separate trusts comprising the Seed Trusts and the Non Seed Trusts. Since its inception in 1993, GDI group has successfully managed 36 projects with a combined property value of c\$1,250 million.

The Funds Business is currently operated under a partnership structure. A simplified diagram of the group structure is outlined below.

Group structure before the Transaction

Source: Management

We note the following key entities:

• Flanard Investment Pty Ltd and Kindol Pty Ltd are private companies ultimately controlled by Mr Gillard and Mr Veale.
• Either of GDI Capital Pty Limited or GDI Investor Pty Ltd is the initial investor for all the Seed Trusts in the existing structure. Under the Seed Trust Deeds, the Initial Investor has the power to direct the Seed Trustees to wind up the Seed Trusts and consent to amendments to the Seed Trust Deeds. GDI Capital Pty Limited and GDI Investor Pty Ltd are ultimately owned by the Vendors.

• GDI Funds Management Limited is the responsible entity and holds an Australian Financial Services Licence ("AFSL").
• GDI Investment Management Pty Ltd is the investment manager of the Seed Trusts.

1.1 The Transaction

Set out below is a simplified outline of the key steps to be completed for the Transaction to become effective (refer to Section 14 of the Offer Document for more details).

• 1. GDI PG will be incorporated and GDI PT will be settled and registered as a managed investment scheme. The responsible entity of GDI PT will be GDI FM.
• 1. The Initial Investors will put a proposal to the Seed Trustees for each Seed Trustee to transfer all the units on issue in each Seed Trust to GDI FM. In exchange, GDI FM will issue units in GPT to each Seed Investor.
• 1. Each Seed Trustee will notify their Seed Investors that their investment in the Seed Trusts is being withdrawn in order to transfer all the units in the Seed Trusts to GDI PT in return for the issue of units in GDI PT to Seed Investors. The withdrawal price will be in line with the NTA of the relevant Seed Trust as at 1 October 201311 of \$284.2 million. Seed Investors will be able to elect to retain their units in GDI PT and also receive a share in GDI PG or accept cash for their units in GDI PT.
• 1. GDI Property Group will offer \$567.6 million worth of Stapled Securities to new investors, Seed Trust Investors and to the Vendors of the Funds Business. As part of the Transaction, GDI Property Group has executed an underwriting agreement with Credit Suisse (Australia) Limited pursuant to which Credit Suisse (Australia) Limited has agreed to underwrite up to \$359.3 million worth of Stapled Securities (subject to certain conditions being satisfied).
• 1. The GDI PT units issued to Seed Investors who do not elect to receive a share in GDI PG will be redeemed for cash. All other unitholders in GDI PT will then have their GDI PT units stapled to GDI PG shares.
• 1. The Stapled Securities will then be quoted on the ASX.GDI PG will purchase the Funds Business from the Vendors for \$18.5 million such consideration to be satisfied by the issue of Stapled Securities which will be escrowed until 30 June 2015.
• 1. GDI FM (or one of its wholly-owned subsidiaries) through the Custodian will purchase the Brisbane Property.
• 1. The investment management agreements currently in place between the Seed Trustees and their current investment managers will be terminated. The current investment managers are owned by the Vendors.

11 As discussed in section 6.3.4 of the Offer Document, the NTA is reduced by certain performance and disposal fees payable to the Vendors and a leasing guarantee provision for the Sydney Trust (Trust 34).

1. The acquisition of the Seed Trusts by GDI PT and the termination of the investment management agreements in relation to the Seed Trusts will trigger a payment to the Vendors and interests associated with the Vendors of certain disposal fees and performance fees. However, the Vendors have agreed to waive some of the fees to which they would have been entitled and are only charging the performance and disposal fees set out in this report.

10. On completion of the Transaction:

• GDI PT will own the Seed Trusts and the Brisbane Property.
• GDI PG will own the Funds Business.
• GDI Property Group will internally manage the Seed Trusts and will externally manage the Non Seed Trusts.
• GDI Property Group will own the goodwill of the GDI group and an entity within the GDI Property Group will employ all its staff and key people.
• Mr Gillard will become the Managing Director of GDI Property Group.
• Mr Veale will become a director of GDI FM and GDI PG.
• The Vendors (and interests associated with the Vendors) will collectively own 59.5 million Stapled Securities in GDI Property Group equivalent to 10.5% of the enlarged share capital post completion of the Transaction.

Set out below is a simplified group structure of the GDI Property Group post completion of the Transaction.

GDI Property Group structure post Transaction

Source: Management

1.2 Terms of the Seed Trusts Restructure

Either GDI Capital Pty Limited or GDI Investor Pty Ltd (as appropriate) is the "Initial Investor" under the Seed Trust Deeds for the Seed Trusts.

In accordance with their powers, each Initial Investor has submitted a restructuring proposal to the Seed Trustees of each of the Seed Trusts. Under the proposal, Seed Trust Investors will receive units in GDI PT in exchange for their units in the Seed Trusts and will then be able to elect to also receive shares in GDI PG or to redeem some or all of their units in GDI PT for cash. The Seed Investors who elect to redeem some or all of their units in GDI PT will receive a cash consideration equal to the net asset value of the units they currently hold in the Seed Trust, less certain performance fee and disposal fee payable to the GDI group upon completion of the Seed Trust Restructure.

The relative value of GDI PT units to be issued to the Seed Investors in the Seed Trusts will be calculated in accordance with the Seed Trust Deeds and will be equal to the Net Asset Value per unit ("NAV") as at 1 October 2013 (net of certain adjustments including the performance and disposal fees payable to GDI group and certain debt).

For Seed Trust Investors in the Sydney Trust, the NAV will reflect a provision of approximately \$3.7 million which the Sydney Trust will pay into a rent guarantee trust to fund rental vacancies and rent incentives in connection with the Sydney property at 233 Castlereagh Street, Sydney12.

The Vendors (and interests associated with the Vendors) also hold a significant number of units in the Seed Trusts. These will be treated the same as other Seed Investors' units and converted to units in GDI PT on the same terms. The Vendors (and interests associated with the Vendors) are entitled to 42.5 million units in GDI PT. The Vendors currently intend to accept cash in relation to 1.4 million of those 42.5 million units. The remaining units, which will be exchanged for Stapled Securities, will be subject to escrow restrictions until 30 June 2015.

Under the existing Seed Trust Deeds and investment management agreements for the Perth Trust and the Adelaide Trust, the implementation of the Transaction will trigger the payment of performance and disposal fees from the Perth Trust and the Adelaide Trust amounting to \$13.7 million.

This has the same effect as if the relevant Seed Trusts' assets had been sold and the relevant Seed Trusts wound up. These fees will ultimately be paid to existing GDI group companies owned by the Vendors (and interests associated with the Vendors) before the Funds Business is acquired.

In addition, there are accrued but unpaid acquisition fees, equity procurement fees and project management fees payable under the Seed Trust Deeds and the Investment Management Agreement for the Perth Trust in the amount of \$5.8 million. This liability will be extinguished as part of the Seed Trusts Restructure.

As part of the implementation of the Seed Trusts Restructure, the investment management agreements between the current investment manager of each of the Seed Trusts and the Seed Trustees will be terminated.

1.3 The acquisition of the Funds Business

GDI PG will purchase the Funds Business from the Vendors who are ultimately controlled by Mr Gillard and Mr Veale. The consideration has been agreed at \$18.5 million plus GST, which will be satisfied by the issue of Stapled Securities. All Stapled Securities issued to the Vendors or their nominees in relation to the Funds Business will be subject to escrow restrictions until 30 June 2015.

We note that the investment management agreements for the Seed Trusts will be terminated immediately before completion of the Funds Business acquisition in accordance with the terms of the Seed Trusts Restructure.

Mr Gillard will enter into new employment arrangements with GDI Property Group as Managing Director. Mr Gillard may terminate his employment contract at any time by giving 6 months' notice in writing. However, Mr Gillard has agreed not to terminate his employment contract before

¹² Seed Investors in the Sydney Trust can receive any residual value that may ultimately be available in relation to the rent guarantee arrangements (for example, because a vacant space is let earlier than expected). Units in the rent guarantee trust will be issued to Seed Investors in the Sydney Trust in addition to the NTA of Sydney Trust units. If it transpires that the full amount in the rent guarantee trust is not needed for rent guarantees and incentives and the amount per unit is greater than one cent, a Sydney Trust Seed Investor will receive a cash payment when the rent guarantee trust is wound up in around two years.

December 2016. Under his new employment arrangements, Mr Gillard will be eligible to participate in an employee incentive plan intended to be established by GDI Property Group.

Mr Veale will enter into consultancy deed with GDI FM to act as responsible manager and key person under GDI FM's AFSL.

Mr Veale will also be a Director of GDI FM and GDI PG. Other key management personnel will be employed by GDI Property Group under individual executive service agreements with standard termination (3 months-notice) and non-compete (3 months) clauses.

Completion of the Funds Business acquisition is contingent upon completion of the Seed Trusts Restructure and the Offer.

1.4 The Offer

As part of the Transaction, GDI Property Group will offer for subscription 567.6 million Stapled Securities at an Offer Price of \$1.00 per Stapled Security. These numbers include the Stapled Securities to be issued to Seed Trust Investors.

Of the \$567.6 million of Stapled Securities to be issued, a maximum of \$284.2 million is able to be issued in exchange for units in the Seed Trusts, and the balance for cash. The cash raised will be applied primarily to the acquisition of the Funds Business, cashing out Seed Trust Investors who elect to redeem some or all of their units in GDI PT, acquiring the Brisbane Property and meeting the costs of the Transaction (including the Offer).

A summary of the use of funds is outlined below.

Sources and uses of funds

Sources of funds	\$'million	Uses of funds	\$'million
Issue of Stapled Securities, excluding interests associated with Mr Gillard, Mr Veale (and the Vendors)1 Issue of Stapled Securities to interests associated with Mr Gillard, Mr Veale (including	508.0	Seed Trusts Restructure2,3	284.2
the Vendors)6	59.5	Paydown of Seed Trusts existing debt2,3	279.7
Draw down of debt facility	170.4	Acquisition of 307 Queen Street Brisbane4	120.8
		Funds Business Acquisition	18.5
		Working capital	1.6
		Offer and other costs of the Transaction5	33.2
Total sources	738.0	Total uses	738.0

(1)This comprises up to 243.1 million Stapled Securities under the Seed Trusts Restructure (excluding interests associated with Mr Gillard and Mr Veale, including the Vendors) and the remaining Stapled Securities issued to investors under the Public Offer.

(2) Refers to the equity value of Seed Investors in the Adelaide Trust, Sydney Trust and Perth Trust. Includes the Guarantee for 233 Castlereagh Street, Sydney.

(3) Seed Trusts Restructure and pay down of Seed Trust existing debt is equivalent to the value of 197 St Georges Terrace, 5 Mill Street and 1 Mill Street Perth (\$332.0 million), 233 Castlereagh Street, Sydney (\$121.0 million) and 25 Grenfell Street Adelaide (\$109.0 million) and net working capital in the Seed Trusts of \$1.9 million.

(4) Acquisition of Brisbane Property which includes the Guarantee relating to the Brisbane Property.

(5) Portfolio, Offer and other Transaction costs include \$11.7 million of stamp duty and \$21.5 million of Offer and other Transaction related costs.

(6) Includes 41.1 million Stapled Securities under the Rollover Offer in respect of the Perth Trust and 18.5 million Stapled Securities under the Vendors' Offer. The Vendors (and interests associated with the Vendors) will collectively own 10.5% of the Stapled Securities in GDI Property Group.

232

Upon completion of the Transaction, the Vendors (and interests associated with the Vendors) will collectively own 10.5% of the Stapled Securities in GDI Property Group.

1.5 Key conditions of the Transaction

The Transaction will become enforceable and effective only if the Offer, the Seed Trusts Restructure and the Funds Business Acquisition complete. These three transactions are interdependent between each other and all of them need to occur for the Transaction to complete.

There are some additional conditions precedent related to commercial, legal and regulatory factors in relation to the Seed Trusts Restructure and the Funds Business Acquisition as summarised below:

• Entry into the Business Sale and Purchase Agreement in relation to the Funds Business Acquisition.
• Certain regulatory authority consents or approvals being obtained in order to effect the Transaction.
• Other customary conditions for a transaction of this type.

2. Scope of the report

2.1 Purpose of the report

Chapter 2E of the Act prohibits a public company from giving a financial benefit to a related party, except if the public company obtains prior approval of the shareholders, unless the arrangement meets specified exceptions, including if the parties are dealing on arms' length basis.

Section 228 of the Act defines a "related party" of a public company as including:

• Directors and their spouses.
• An entity (including an individual) that has reasonable grounds to believe it will become a related party in the future.
• An entity (including an individual) if the entity acts in concert with a related party of the public company on the understanding that the related party will receive a financial benefit if the public company gives the entity a financial benefit.

Pursuant to the implementation of the Transaction, Mr Veale and Mr Gillard will become Directors of GDI Property Group. Accordingly, Mr Veale and Mr Gillard are deemed to be a "related party" for the purposes of Chapter 2E of the Act and the consideration to be received by the Vendors as part of the Transaction would constitute the giving of financial benefit to a "related party" for the purposes of Chapter 2E of the Act. We note that the consideration to be received as part of the Transaction comprises the following:

• Performance and disposal fees ("Fees") payable to interests associated with the Vendors upon acquisition by GDI PT of the Perth Trust and the Adelaide Trust. The Fees will be paid out of the assets of the relevant Seed Trusts. We understand that the Vendors will ultimately be entitled to the Fees payable to GDI group in accordance with investment management agreements and the Seed Trust Deeds of each of the relevant Seed Trust.
• Stapled Securities in GDI Property Group as a consideration for the Funds Business.

Accordingly, the independent directors of GDI Property Group have requested Grant Thornton Corporate Finance to prepare an independent expert's report stating whether the acquisition of the Funds Business and the payment of the Fees are on "arms-length" terms and fair and reasonable to the security holders of GDI Property Group not associated with the Vendors ("Non-Associated Securityholders").

Furthermore, as Mr Veale and Mr Gillard are receiving benefits from the Transaction including from the Seed Trusts, the independent directors of each Seed Trust, as part of their approval of the Seed Trust Restructure, have sought the benefit of this independent expert's report insofar as it relates to the Non-Associated Security-holders who are also unitholders in the Seed Trusts.

2.2 Basis of assessment

In preparing our report, we have given due consideration to the Regulatory Guides issued by ASIC (in particular RG 111).

Generally, ASIC expects an expert who is asked to analyse a related party transaction to express an opinion on whether the transaction is "fair and reasonable" from the perspective of the nonassociated securityholders. The assessment should not be based upon a composite test but rather on a separate assessment of whether the transaction is "fair" and "reasonable". RG 111 further states that the transaction should not be assessed based simply upon a consideration of the advantages and disadvantages to the non-associated securityholders (as ASIC does not consider this to provide those securityholders with sufficient valuation information).

Pursuant to RG 111, a related party transaction:

• Is "fair" if the value of what is acquired by the entity from the related party is greater than or equal to the value of the consideration provided.
• Is "reasonable" if it is "fair". It might also be "reasonable" if, despite being "not fair", the expert believes there are sufficient reasons for the non-associated securityholders to vote in favour of the proposal.

In relation to the Vendor Consideration payable, we note the following:

• The Fees will only become payable if the Seed Trusts Restructure completes. The Seed Trusts Restructure is interdependent with the Funds Business Acquisition and the Offer completing.
• The consideration for the Funds Business will only become payable if the Seed Trusts Restructure, the Offer and the Funds Business Acquisition complete.

In addition RG 111 paragraph 58 states that "Where the financial benefit given by the entity is securities in the entity and the consideration is securities in another entity held by a related party, the value of the entity's securities should be compared to the value of the securities it is purchasing."

The substance of the Transaction is that the Vendors (and interests associated with the Vendors) will effectively crystallise the value of GDI group value for cash and scrip. The table below summarises the key assets of GDI group before the Transaction and the consideration to be received.

Assets held by GDI Group	Who is paying the consideration	Consideration payable
Seed Trusts performance fee and disposal fee	Paid out of the assets of the relevant Seed Trusts	\$2.2 million disposal fee for Adelaide Trust \$4.9 million performance fee for Perth Trust and Adelaide Trust \$6.6 million disposal fee for Perth Trust \$Nil disposal fee for Sydney Trust13

13 The Vendors have decided to waive the \$2.3 million disposal fee payable for Sydney Trust to ensure Seed Investors receive their original capital.

Consideration for the Funds Business comprising the following elements: Seed Trusts management fee
External Funds management and fee	GDI Property Group	\$18.5 million to be satisfied by the issue of Stapled Securities
Investors list and relationship
Senior Management and employees
Goodwill

Accordingly, in our fairness assessment, we have had regard to the Transaction as a whole by comparing the fair market value of GDI group on a stand-alone basis before the Transaction with the value of the Vendors Consideration of \$27.3 million (excluding performance fees).

We believe our approach is also consistent with the requirements of RG111 clause 53 which states that:

"When analysing related party transactions, it is important that an expert focuses on the substance of the related party transaction, rather than the legal mechanism. For example, where a related party transaction is made up of a number of separate components, the expert should consider the overall effect of the related party transaction."

In addition to the above Vendors Consideration, we note that:

• The Vendors own units in the Seed Trusts and they will be able to participate in the Rollover Offer on the same terms as the other Seed Investors.
• There is an accrued but unpaid historical acquisition fee payable under the investment management agreement for the Perth Trust in the amount of \$5.8 million. This liability will be extinguished by the trustee of the Perth Trust before the Funds Business is acquired.

In considering whether the Transaction is reasonable to the Non-Associated Securityholders, we have considered a number of factors, including:

• Whether the Transaction is fair.
• The terms and conditions relating to the Transaction.
• Other likely advantages and disadvantages associated with the Transaction as required by RG 111.

In considering whether the Transaction is on "arms-length" terms we have considered, consistently with section 210 of the Corporations Act, whether the terms:

• would be reasonable in the circumstances if the public company were dealing at arm's length; or
• are less favourable to the related party than the terms referred to in the preceding sub-bullet.

In our arms-length terms assessment, we have given due consideration to the Regulatory Guides issued by ASIC (in particular RG 76), specifically we have considered the following:

• Whether or not the Vendors Consideration represents fair market value.
• Whether the Vendors and GDI PG were dealing with each other at arm's length in negotiating the Transaction.
• The rationale for entering into the Transaction.

2.3 Independence

Prior to accepting this engagement, Grant Thornton Corporate Finance considered its independence with respect to the Transaction with reference to the ASIC Regulatory Guide 112 "Independence of Expert's Reports" ("RG 112").

Grant Thornton Corporate Finance has no involvement with, or interest in, the outcome of the approval of the Transaction other than that of independent expert. Grant Thornton Corporate Finance is entitled to receive a fee based on commercial rates and including reimbursement of outof-pocket expenses for the preparation of this report.

Except for these fees, Grant Thornton Corporate Finance will not be entitled to any other pecuniary or other benefit, whether direct or indirect, in connection with the issuing of this report. The payment of this fee is in no way contingent upon the success or failure of the Transaction.

2.4 Consent and other matters

Our report is to be read in conjunction with the Offer Document dated on or around 25 November 2013 in which this report is included, and is prepared for the exclusive purpose of assisting Non-Associated Securityholders in their consideration of the Transaction. This report should not be used for any other purpose.

Grant Thornton Corporate Finance consents to the issue of this report in its form and context and consents to its inclusion in the Offer Document.

This report constitutes general financial product advice only and in undertaking our assessment, we have considered the likely impact of the Transaction to the Non-Associated Securityholders as a whole. We have not considered the potential impact of the Transaction on an individual Non-Associated Securityholder. Individual Non-Associated Securityholders have different financial circumstances and it is neither practicable nor possible to consider the implications of the Transaction on an individual Non-Associated Securityholder.

The decision of whether or not to accept the Transaction is a matter for each Non-Associated Securityholder based on their own views of value of GDI Property Group and expectations about future market conditions, GDI Property Group's performance, risk profile and investment strategy. If Non-Associated Securityholders are in doubt about the action they should take in relation to the Transaction, they should seek their own professional advice.

3. Overview of the Australian property industry14

GDI group manages single asset real estate investment trusts ("Property Funds") which hold direct interests in commercial office property assets in Australia. In addition to its property holdings it provides funds management and asset management services through the Funds Business.

GDI group generates income through charging management fees for the active and passive management of assets. This management includes activities such as acquiring, disposing, financing and leasing office properties. As a result of this GDI group is exposed to the same industry drivers as the Property Funds sector as their income is derived from the underlying trust asset values and property cycles.

Property Funds are described in section 3.1 followed by an analysis of the Australian commercial office property industry in section 3.2.

3.1 Australian Real Estate Investment Trusts

3.1.1 Overview

A Property Fund is an investment vehicle that provides investors exposure to a professionally managed portfolio of real estate assets.

Property Funds may be listed ("A-REIT") or unlisted and are generally structured in one of two ways:

• 1. As a stand-alone trust or entity providing direct exposure to the underlying real estate assets.
• 1. As a stapled security combining funds management, property development and/or other corporate activities together with the passive investment in a real estate portfolio.

The trend in recent years has been towards stapled structures with internalised management. The transition to internalised management has been driven by the potential cost savings by removing fees to external managers and by the potential conflict of interest between the manager and the trust in relation to performance fees.

The asset base of a Property Fund may be specific to a certain property asset class or diversified across different classes. Property Funds generally fall into one of the following fields:

• Industrial trusts invest in warehouses, factories, and industrial parks.
• Office trusts include medium to large scale office buildings in and around major cities.
• Hotel and leisure trusts invest in hotels, cinemas and theme parks.
• Retail trusts invest in shopping centres and similar assets.
• Diversified trusts invest in a mixture of industrial, offices, hotels and retail property.

¹⁴ All statistics and factual data are sourced from IBISWorld Industry Report: 6712a, Office Property Operators in Australia, May 2013 and Jones Lang LaSalle, Australian CBD Office Market Overview, September 2013 unless otherwise reference

3.1.2 Returns

During 2000 to 2007, the A-REIT sector benefitted from a strong Australia economy driven by solid employment, economic growth and the availability of debt financing. This fuelled competition for property assets and resulted in high asset prices.

Since the onset of the GFC in 2008, the A-REIT sector has gone through a period of deleveraging and focus on asset and tenant quality due to rising vacancy rates and declining rents as a result of the contraction in economic activity, scarcity of debt finance and increasing unemployment. Operators in the office property industry experienced a decline in revenue of 20.6% and 7.5% in FY2008 and FY2009 respectively15, as a result of the GFC.

Recently the A-REIT performance has improved. Tenant demand increased in 2010-11, which stabilised vacancy rates and rental values. While business confidence, lending restrictions and tenant demand were slow in 2011-12, they have been improving in 2012-13 as a result of increased investor activity, both domestically and abroad.

Performance of the S&P/ASX200 index vs S&P/ASX200 A-REIT index growth

As indicated in the chart above, the performance of the A-REIT index has been subdued up until the middle of 2012 when it commenced a steady recovery into positive returns, compared with the levels in 2009.

3.2 Overview of the Australia office property industry

GDI group operates and manages CBD office properties in Perth, Sydney, Brisbane, Adelaide, Canberra, Toowoomba and Tasmania. Accordingly, we have provided below a brief overview of the office property market below.

3.2.1 Overview

The Australian office market is comprised of operators who own, develop, manage and lease office properties. In the Australian market there is approximately 25.4 million sqm of lettable office area

¹⁵ IBISWorld Industry Report: 6712a, Office Property Operators in Australia, May 2013

which can be divided into four main categories: Prime CBD, Secondary CBD, Prime suburban and Secondary suburban.

The major office assets in Australia are predominately owned by listed property trusts, wholesale funds and superannuation funds, which have accounted for two thirds of all transactions over \$5 million in the last 25 years.

The largest Australian office operators and managers are16:

• Investa Property Group Holdings (2.0% market share).
• Dexus Property Group (1.4% market share).
• AMP Limited (1.3% market share).
• Commonwealth Property Office Fund (1.1% market share).
• Stockland (0.6% market share).

3.2.2 CBD office market

Primary (34.2%) and secondary (34.4%) CBD offices account for approximately 69% of total lettable national office space. Secondary or second tier CBD offices which comprises spaces that lack the additional amenities provided by prime property, has seen declining net lettable area as a result of property owners refurbishing to prime space to meet increased demand and realise higher rents. The table below provides a snapshot of the CBD office market across major capital cities in Australia.

Australian CBD office market profile as at 30 June 2013
---------------------------------------------------------	--	--	--	--	--	--	--	--	--	--

	Net lettable area	Vacancy	Prime face rent AUD/sqm	Prime effective rents1	Prime equivalent yield	Supply pipeline (2013-15)2	Capital value growth (2002-12)
	'000 sqm	% NLA	p.a.	AUD/sqm p.a.	%	%	% p.a.
Sydney	4,965	10.2%	955	608	6.8%	4.5%	4.1%
Melbourne	4,416	10.0%	532	381	7.1%	5.1%	4.5%
Brisbane	2,185	14.2%	705	473	7.3%	(0.1)%	7.0%
Adelaide	1,367	12.7%	483	364	8.4%	3.7%	8.2%
Perth	1,618	7.9%	904	784	7.9%	9.2%	12.6%
Canberra	2,114	11.6%	409	329	8.3%	2.9%	4.4%

Source: Jones Lang LaSalle

Note:(1) Effective rents adjust face rents for estimated rent-free incentive periods on a standard 10-year lease

(2) Forecast net increase including refurbishments and withdrawals: % of June 2013 stock

Sydney and Melbourne are the largest CBD office markets in Australia by net lettable area. Historically, Sydney and Melbourne have had high vacancy rates, as reflected in the large spread between their prime and effective rents. This is due to property managers attempting to reduce vacancy levels through incentives to tenants. Sydney and Melbourne effective rents, which includes

16 Market share is calculated based on the sum of the revenue of each entities group operations, including its subsidiaries and the trusts for which it is the responsible entity.

discounts for rent free inventive periods, is significantly below the prime face rent by up to 36.3% and 28.4% respectively.

Perth CBD property has the lowest national vacancy of the major capital cities at 7.9%. The low vacancy has been driven by the significant growth in economic activity undertaken in Western Australia as a result of the ongoing mining and oil and gas investment in the area. This investment has resulted in Perth CBD prime property capital growth of 12.6% p.a. over the last decade. Furthermore, Perth's low vacancy rate has supported rental rates as demonstrated by the highest prime effective rent rate of \$784 sqm per annum of all capital city CBD markets.

3.2.3 Key drivers of the office property market

Demand in the office property market is driven by a number of factors, including:

• Economic growth Economic growth drives employment, demand for office space and available investment opportunities.
• Employment growth Increases in the non-manual labour workforce are a primary driver of demand for increased office space required as companies increase their workforce. This workforce is primarily comprised of white collar workers in finance, insurance, business services, public sectors and head office operations of large companies.
• Vacancy levels Increases in supply of net lettable area ("NLA"), decreases the ROI as prices are driven down, due to surplus supply.
• Availability of funding & interest rates A shortage of available capital reduces growth as the ability to finance property investment is restricted. Similarly low interest rate environments encourage expenditure and investment in property as investors have access to low funding costs equating to lower investment hurdle rates and higher returns as a result.
• Rental rates Increases in rental rates attract greater levels of investment in the sector as investors seek higher returns.
• Costs of construction Construction costs (labour and materials) influence the level of commercial property construction. Increased costs have the potential to result in marginal development projects becoming unfeasible while increasing the replacement value of existing stock.

3.2.4 CBD office supply

A key determinant of office occupancy and rental rates is the addition of new stock. As the supply of NLA increases through the addition of new buildings or refurbishment of lower quality properties, the increase in supply has a dampening effect on rental rates, due to the oversupply of office space and competition for tenants.

The chart below portrays the forecast net supply pipeline over three years through December 2015, including refurbishments and withdrawals, in the key CBD office markets in Australia.

CBD office markets – Net supply pipeline

Typically, markets with low vacancy levels, higher effective rents and subsequent capital value appreciation attract the largest investor interest in new construction projects and refurbishment of existing lower-grade stock. This is particularly evident in Perth, where current low vacancy and high effective rents are expected to generate a higher than average increase in net supply during 2014 and 2015.

Historically the net absorption rate17 of CBD office stock fluctuated with the vacancy rate, with supply being added during times of low vacancy in anticipation of higher uptake. During 2013 to 2017 net absorportion is expected to remain at subdued levels as vacancy rates remain high in 2013 but are expected to taper into 2017.

0% 2% 4% 6% 8% 10% 12% (200,000) (100,000) 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Vacancy rate (%) Square metres Net absorption Vacancy Forecast vacancy

CBD office net absorption and vacancy (2003 to 2017)

Source: Jones Lange LaSalle

17 The Net Absorption Rate is measured as the amount of space leased minus the amount of space vacated over a given time period.

Source: Jones Lange LaSalle

3.2.5 Historical Office A-REIT performance

Indexed comparable companies vs S&P/ASX 200 Index

Source: Capital IQ

The chart above illustrates the previous 4 year performance of GDI group's four closest comparable listed companies (Dexus Property Group (ASX:DXS), Commonwealth Property Office Fund (ASX:CPA), GPT Group (ASX:GPT) and Investa Office Fund (ASX:IOF)) to 22 October 2013. The performance of these four comparables have been re-weighted daily by market capitalisation to calculate an index value. The ASX 200 index has also been re-weighted to 100 for direct comparison to the aggregate comparable over the period.

The four comparable companies have been selected, due to their similiarty to GDI group, operating publicly listed A-REITs in the Office property sector in Australia.

The re-weighted aggregate comparable company index has outperformed the ASX 200 over the last 4 years, with a return of 27% compared to 11.2% respectively. As seen previously the S&P/ASX 200 A-REIT index had been relatively correlated to the ASX 200, while the comparison office A-REITs have had strong growth compared to the ASX 200.

3.2.6 Outlook

The office property market is predicted to improve over the next five years with growth of 4.5% per annum through to 2017-18, as the industry moves towards supply-demand equilibrium. While tenant demand is forecast to increase, the amount of new CBD office supply in 2013 will be significantly lower than the last 10 years18.

Tenant demand is expected to rise as a result of improved business confidence and subsequent growth in corporate employment. Similarly yields are expected to improve as the office demand and supply spread decreases.

Increased access to capital and interest from foreign investors and A-REIT is expected to boost sales volumes and capital values.

¹⁸ Colliers International – Research and Forecast Report: Australia and New Zealand , First Half 2013.

4. Profile of GDI group

4.1 Corporate overview

GDI group was established in 1993 as a property fund manager specialising in the investment and management of offices located in capital cities around Australia. Since inception, GDI group has acquired and managed 36 property funds (including the Seed Trusts and the Non Seed Trusts) for HNW investors with a combined value in excess of \$1.25 billion.

4.1.1 GDI group historical performance

To date GDI group has wound up 18 funds providing investors with positive returns in every case and an average IRR in excess of 20% per annum after fees19.

The historical returns generated by GDI group are materially above the average performance in the industry and of its peers. The key drivers of GDI group out performance are outlined below:

• Timely decision to divest a large proportion of its real estate portfolio in FY2007 before the GFC to return funds to investors.
• The ability to raise debt and equity financing during a counter-cyclical period for property investment as vacancy rates rose and asset values declined.
• Management experience in repositioning assets to increase net rental income, reduce outgoings and improve tenant mix and weighted average lease expiry ("WALE").

4.1.2 GDI group current portfolio

GDI group has AUM of approximately \$742 million in the Seed Trusts and the Non Seed Trusts. Set out below is a snapshot of GDI group's existing portfolio under management.

Trust	Date acquired	Location	Description	Strategy
36	Nov-12	Perth, WA	The property contains seven levels of office accommodation and secure basement parking	Active management of the lease renewal process with a focus on improving the WALE profile.
3520	Dec-11	Perth, WA	The property comprises 3 office buildings with 40,000 sqm of office space	Following completion of the refurbishment works, a focus on leasing the remaining vacant space.
3421	Nov-11	Sydney, NSW	The property contains an office tower, retail arcade and 192 space car park over approximately 20,000 sqm	Complete targeted refurbishment and upgrade program and continue with a proactive asset management strategy of increase net rental income and WALE.
33	Jun-10	Brisbane, QLD	The property is located in the core of Brisbane's golden triangle, with 33 tenants over 6,850 sqm.	Continue with the strata sell down strategy and upgrade the building mechanical and electrical services in mid 2014.
3222	Jul-09	Adelaide, SA	The property contains a mix of government and major corporate tenants with secure long term leases, over approximately 25,000 sqm.	Complete the retail upgrade and ensure the successful establishment of new restaurants, lease existing vacant space and complete remaining service upgrades.

• 19 Source: Offer Document
• 20 Perth Trust
• 21 Sydney Trust
• 22 Adelaide Trust

C Grant Thornton
An instinct for growth

29	Jul-08	Perth, WA	The property located in Perth's CBD, is comprised of 27 levels of multi-let commercial office space across 10,000 sqm.	Complete the strata sell down during FY14.
28	Sep-06	Toowoomba, QLD	The property contains 2 levels of multi-leased office space and ground floor retail space across approximately 4000 sqm.	N/a
27	Mar-07	Canberra, ACT	The property located in Canberra's legal precinct, contains 7 levels of office space and ground floor retail space. The property has over 4000 sqm.	Negotiate lease extensions and consider asset sales
27	Mar-07	Burnie, TAS	The property contains 5 levels of office space and ground floor retail activity across 3,500 sqm.	Negotiate lease extensions and consider asset sales

The table below provides additional technical information on current projects as at 30 September 2013.

GDI current active property funds overview

Trust No.	Date acquired	Location	Acquisition cost (\$m)	Acquisition cost (sqm)	Cap rate2	Current WALE	Gearing (%)	Occupancy (%)	Valuation (\$m)3
36	Nov-12	Perth, WA	102.6	5,222	NA	NA	49.0%	N/A	102.6
3523	Dec-11	Perth, WA	152	3,800	8.25%	4.6	43.0%	72.8%	332
3424	Nov-11	Sydney, NSW	102.5	5,150	8.00%	2.5	46.0%	91.0%	1216
33	Jun-10	Brisbane, QLD	34.5	5,036	N/A	N/A	22.0%	N/A	40
3225	Jul-09	Adelaide, SA	76	3,000	8.50%	3.7	48.0%	93.8%	109
29	Jul-08	Perth, WA	35	3,500	N/A	N/A	43.0%	N/A	10.8
28	Sep-06	Toowoomba, QLD7	8.65	2,000	N/A	N/A	N/A	N/A	14
27	Mar-07	Canberra, ACT7	11	2,750	N/A	N/A		N/A
27	Mar-07	Burnie, TAS7	5.3	1,500	N/A	N/A	45.0%	N/A	16.7
Average	-	-	112.2	4,102.3	6.2%	2.99	43.15%	60.86%	93.3
Total	-	-	527.6	31,958	-	-	-	-	746.1
N/A	Pending1	Brisbane, QLD	121.4	5,895	8.50%	2.6	24%5	91.0%	120.8
Average	-	-	103.7	4,525	8.30%	3.4	44.20%	83.30%	96.3
Total	-	-	649.0	37,854	-	-	-	-	866.9

Note:

(1) GDI PT intends to acquire the Brisbane Property with the proceeds from the Offer and drawn down debt facility

(2) Capitalisation rate as at last valuation 1 October 2013

(3) Valuations as at 1 October 2013

(4) GDI Income Property Fund No. 28 is privately owned by interests associated with Mr Gillard and Mr Veale 50:50

(5) Represents the expected gearing level of GDI Property Group

(6) Valuation includes incentives of \$3.7 million (valuation net of incentives is \$117.3 million)

(7) Assets subject to Director valuations. Limited information was available.

The AUM of GDI group has grown substantially over the last 3 years as a result of Management's strategy to divest a large component of the portfolio before the GFC and rebuild the AUM in subdued market conditions between 2008 and 2012. During FY2008 and FY2011 the property sector performed poorly as a result of high vacancy rates and restrictive debt raising and conditions on financing (see section 4.2). Accordingly, it is Management's view that recent asset purchases by GDI group have occurred at particularly effective prices.

The charts below provide an overview of the historical AUM by trust owned by external and internal funds in accordance with the terms of the transaction.

²³ Perth Trust

²⁴ Sydney Trust 25 Adelaide Trust

Note: External funds equal AUM of trust assets not owned by GDI PT.

GDI group holds an option to acquire the office building located at 307 Queen St, Brisbane. The option was purchased for \$500,000 by interests associated with the Vendors and provides them the right, but not obligation, to acquire the Brisbane Property for \$120.8 million (the "Strike Price"). The option expires on 29 November 2013. We have been advised that based on recent valuation of the Brisbane property, there is no intrinsic value in the option.

The Brisbane Property is a prime CBD office asset located in Brisbane's financial precinct. The property has a diversified tenant base including Bank of China, Hancock Coal, Hart Lawyers and a café. No tenant accounts for over 10% of net rental income and the building has a WALE of 2.6 years. The investment strategy is to reposition the asset as an A grade property, capitalising on its location and building features. This will include a refurbishment of the main foyer and common areas, reviewing tenant services and rent agreements and all existing maintenance contract and outgoings.

4.2 Business model

GDI group's business model is to acquire and manage office properties in Australia that provide opportunities to increase asset value through selective capital improvements and rental income growth.

4.2.1 GDI group investor base

GDI group manages and owns property for its unitholders, who are predominately HNW investors unrelated to GDI Investment Management Pty Limited. The HNW investor base has provided GDI group with the ability to raise AUM of \$391.6 million during 1 July 2010 to 30 November 2012.

Recently, GDI group has seen an increased uptake in the number of financial product dealers ("Dealers") recommending investment in its platform. Dealers now represent approximately 50% of the total dollar value of AUM with the balance being third party HNW individuals sourced by GDI group and related parties. The increase in Dealer investment has been fuelled by the

reputation of GDI group and the rising number of self-managed super funds in Australia, particularly those classed as sophisticated investors based on their personal net asset position26.

The typical GDI group investment has a holding period of approximately 5 years and we note that the trusts are established as a 7 year trust. Following this period the trust is wound up and the assets are sold.

GDI group has historically exhibited a strong level of rollover or repeat investment from HNW. This is a material component of the goodwill of the business and it should assist in ensuring the ability of the GDI group to continue to growth the AUM. We have been advised by Management the following in relation to trusts established in the last 5 years, commencing with the first trust with more than 200 HNW investors:

• GDI No 29 GDI Office Fund was established in July 2008. We have been advised that over 90% of the investors were also investors in subsequent trusts.
• GDI No 36 Perth CBD Office Trust was established in November 2012. We have been advised that over 70% of the investors were also investors in previous trusts.

This readily accessible investor base enables GDI group to search for assets with the confidence that they have the ability to raise the capital, providing flexibility in negotiations and limited contingencies in sale contracts for financing.

4.2.2 Asset strategy

GDI group's strategy aims to increase the net rental income and capital asset values over time through active asset management including:

• Improved leasing and tenant diversity.
• Selective capital improvements.
• Management of outgoings.

Incremental revenue initiatives including signage rent, additional car park income, storage, communications and other means.

All the trusts managed by GDI group are closed end trusts with a 5 to 7 year investment horizon. The closed end nature means initial investors are the only investors in the asset and they receive distribution income during the holding period and capital proceeds as the asset is wound up. The investment horizon period is dependent on the asset strategy and Management's view of time required to maximize asset value.

²⁶ The ASIC Corporations Regulations prescribe the minimum asset and income criteria to receive sophisticated investor certification. A person is eligible if they have: 1) a gross income of \$250,000 or more per annum in each of the previous two years or 2) net assets of at least \$2.5 million (reg 6D.2.03 and reg 7.1.28).

4.3 Investment Management Agreement

GDI group manages the asset portfolio on behalf of unitholders through the Funds Business. Each trust has an Investment Manager ("IM") who performs services under the terms and conditions of an Investment Management Agreement ("IMA") between the trust and IM.

All trusts are operated under the same standard IMA but a separate IMA is entered into for each trust.

The table below provides a summary of the fees payable to the IM under the IMA for managing the assets. The fees provided for in the IMAs are entitled to be paid out of the Seed Trust assets under the Seed Trust Deeds. These fees are the primary source of income for the Funds Business. Historical analysis of the Funds Business income is described further in section 4.5.

Fee1	Description
Establishment cost	Up to 4% of application money paid from the trust assets after the close of any offer.
Trust management fee	Up to 0.65% p.a. or 1.00%2 p.a. for active asset, of the gross asset value calculated as at the end of each month, payable monthly in arrears.
Debt arranging fee	Up to 0.40% of the initial draw down amount under any debt facilities procured by the IM for the trust, payable from the trust assets within 30 days.
Acquisition and due diligence fee	Up to 1.25% of the purchase price of any asset payable after the close of any related offer or within 30 days of settlement or acquisition of any asset, payable from the trust assets within 30 days.
Project management	Up to 5.00% of the project costs not delegated.
Disposal fee	Up to 2.00% of the gross sales proceeds resulting from the disposal or other realisation of any asset, payable within 30 days of receipt of proceeds of such disposal or other realisation.
Performance fee	Up to 20.00% of the amount by which the IRR of the trust exceeds 12.00% per annum27 (after fees and expenses), calculated as soon as is practicable after disposal or other realisation of the assets by the trustee and payable from the assets within 30 days of disposal or other realisation.
Termination fee	Is payable if unit holders cause the removal or retirement of the IM for reasons other than a breach by the IM of its duties. Termination fee is equal to:
	 any fees payable and not yet paid or which has been deferred as at the date of retirement or removal; and
	 the net present value of all fees payable in the future from the date of retirement or removal to the 7th anniversary of the commencement of the trust or as deemed valid by a court.
Source: Company documents

Summary of key IMA terms: Schedule of fees paid to Investment Manager

Notes:

1All fees are exclusive of GST

2An active asset includes IM activities such as lease negotiations and renewals, re-imaging and refurbishment, strata sub-division and sell down

In our opinion, the fee level that GDI group is able to charge to its investors and the recurring and loyal nature of the HNW investors are a reflection of the historical above market performance achieved by GDI group.

In addition to the schedule of fees, the IMA sets out the terms and conditions that apply to the IM and enforceable by the IM of the trust. The table below provides a summary of the key terms and

²⁷ This values varies between the existing assets but is envisaged to be the performance fee hurdle rate for internal and external assets going forward.

conditions that apply to Non Seed Trusts and Seed Trusts currently managed by the Funds Business.

Summary of key IMA terms and conditions (excluding fees)

Category	Description
Term	 Until termination of the trust
	Termination without cause
	 The IM may give three months' notice to the trustee of the termination of the IMA or such lesser period of notice the trustee agrees.
	 The IMA terminates when the winding up of the trust is finalised.
	Termination with cause
Termination	 A party may terminate the IMA at any time by written notice to the other if a Termination Event has occurred (see below for a list of Termination Events).
	 The trustee may terminate the IMA at any time by written notice to the IM if there is a breach by the IM of any of its material obligation, and that breach (being one capable of remedy) is not remedied as fast as is practicably and commercially viable for the IM within a reasonable time of receiving written notice from the trustee asking that it be remedied.
	Termination Event
	 Either party is placed into liquidation
	 Either party has a receiver and/or manager appointed to its property
	 Either party becomes insolvent meaning it is not able to meet its debt as and when they fall due
	 Either party suffers adverse change to its financial position that materially affects its ability to meet its obligations under the IMA
	 It becomes unlawful for the party to perform its obligations in the IMA
	 Either party commits an offence
	 Trustee appoints the IM as agent of the trustee to manage the assets on the terms listed in the IMA effective once the trust is established.
	 Trustee must use IM exclusively for services
Investment Manager Powers	 IM may perform services for itself and other persons
	 IM has all powers of the trustee to manage assets and may act as it was the owner of the assets acting in its personal capacity
	 IM may decide how and when to exercise its power in its absolute discretion
	 Manage acquisition and sale processes
	 Manage leasing
	 Manage financial accommodation
Role of IM	 Arrange relevant insurance
	 Manage refurbishments
	 Manage strata and any sub-division/s
	 Instruct and recommend agents to trustee
	 Advise trustee on investment opportunities

Source: GDI group

Entities owned by the Vendors (and interests associated with the Vendors) act as the Initial Investor under the Seed Trust Deeds for each of the Seed Trusts. Under the Seed Trusts deeds, the relevant Initial Investor has the right to, among other things:

• Direct the trustee terminate a Seed Trust.
• Consent to an amendment of a Seed Trust Deed.

4.4 Directors and Management

A key component of GDI group's goodwill is represented by the senior management team. They hold the relationships with the HNW investors and have historically generated above market returns. Accordingly, we have provided below a brief overview of the Directors and senior Management team and their contractual arrangements with GDI Property Group going forward.

4.4.1 GDI group Management

Key Management

Name	Position	Biography
		 Anthony has 35 years of experience in the property industry and held Directorships in various major real estate agencies for 16 years focused on sales of major shopping centres and office investments.
Anthony Veale	Non-executive Director	 Anthony founded, what is now known as GDI Investment Management Pty Limited in 1993 and has been instrumental in launching 36 investment property funds and projects with value in excess of \$1.25 billion.
		 Anthony is a 50% owner and Director of the Management Companies and will sell his interest through Funds Business Acquisition.
		 30 years of experience in property related industries along with Property analyst and financial services experience.  Since joining GDI group in 2005, AUM has grown from \$70 million to \$700 million.
	Steve Gillard Managing Director	 Steve is a 50% owner and Director of the Management Companies and will sell his interest in the Management Companies through the Funds Business Acquisition.
David Williams	Chief Financial Officer and Joint	 David has over 20 years of experience in the accounting, banking and real estate funds management industries, most recently as Director, Corporate Finance at Patersons Securities Limited and previously as Director, Investment Banking at Bank of America Merrill Lynch.
	Company Secretary	 David has advised GDI group since 2003 and will be formally appointed following the Transaction.
	John GarlandHead of Asset	 John has over 24 years' of experience in the property industry, most recently as General Manager of a private property investment company focused on value-add style commercial and industrial property investments.
	Management	 John has extensive experience in acquisition, due diligence, asset management, development and property sales in the range of values between \$10 million to \$350 million.
	Paul Malek Company Secretary	 Paul has over 26 years' experience in the financial services industry with both bank and non-bank institutions specialising in funding for commercial real estate with private and institutional clients.
	and Asset Manager	Paul also has extensive experience in asset management and is responsible for managing 197 St Georges 
		Terrace, 5 Mill Street and 1 Mill Street, Perth, Western Australia.

Source: GDI group

In order to preserve the goodwill of the Funds Business for GDI Property Group by way of retaining key staff, the following has been agreed:

• Mr Gillard has signed a three year contract with a six month notice period. Mr Gillard has agreed not to terminate his contract prior to December 2016.
• Mr Veale will join the Board as a non-executive director and will be paid \$75,000 in annual directors fees. In addition, Mr Veale has entered into a consultancy deed with GDI FM to act as a responsible manager and key person under GDI FM's AFSL. Mr Veale will not receive any fees for providing this service.

GDI Property Group intends to issue up to \$1.5 million performance rights to existing staff members (other than Mr Gillard) which vest in three years from completion of the Transaction. The primary performance hurdle associated with the vesting of the performance rights is that the relevant staff member remains employed by a member of GDI Property Group for three years from completion of the Transaction.

4.5 Financial information

As described in section 1, the Funds Business is currently operated under a partnership structure and through a number of wholly owned subsidiaries. Accordingly, we have not been provided with audited consolidated accounts of the Funds Business. The information presented below is indicative only and it has not been reviewed by Grant Thornton and we do not assume any responsibility in relation to their accuracy or otherwise. The financial information below should be considered as management accounts compiled for internal purposes only and it has not been prepared in accordance with accounting standards.

Management provided the following historical financial information for the Partnership which currently operates the Funds Business. The entities comprising the Partnership are ultimately owned by Mr Gillard and Mr Veale.

Grant Thornton | GDI Property Group - Independent Expert Report 39

4.5.1 Financial performance

The following table summarises the indicative income statement of GDI group for the three years ended 30 June 2013.

Comprehensive income statement

Partnership	FY2011	FY2012	FY2013
	Compiled	Compiled	Compiled
	AUD \$'000	AUD \$'000	AUD \$'000
Portfolio summary
AUM as at 30 June	271,850	565,500	696,850
Number of active Trusts as at 30 June	7	7	8
Number of Trusts wound up during period	1	1	0
Number of new Trusts created during period	1	1	1
Revenue Debt arranging fee income	234	48	866
Development management fees	736	68	1,101
Disposal fees income	291	84	38
Distribution income	34	23	34
Due diligence fees income	1,281	-	3,182
Equity procure fees income	2,540	-	5,629
Fund management fees income	2,301	3,103	5,822
Performance fees	-	551	1,068
Other income	19	19	631
Total revenue	7,436	3,896	18,371
Rebates	2,468	2,673	2,034
Employment costs	828	1,181	1,460
Occupancy costs	155	358	318
Other costs	414	226	502
Total expenses	3,865	4,437	4,314
EBITDA	3,571	-541	14,057
EBITDA Margin	48.00%	-13.90%	76.50%
Depreciation	31	-	-
EBIT	3,539	-541	14,057
EBIT Margin	47.60%	-13.90%	76.50%
Interest Income / (expense)	116	-170	40
Profit attributable to partners	3,655	-711	14,097
Profit attributable to partners margin	49.20%	-18.20%	76.70%

Source: Financial Reports and Management

We note the following in relation to the income statement:

• The acquisition of 197 St Georges Terrace, 5 Mill Street and 1 Mill Street, Perth, Western Australia and establishment of the Perth Trust was completed during FY2012 but was not invoiced and the revenue not recognised until FY2013 resulting in volatile income levels between FY2012 and FY2013. This may not be in accordance with accounting standards.
• GDI group does not pay corporate tax due to its partnership structure. As such 'Profit attributable to partners', is before income tax.

Revenue

In relation to the revenue between FY2011 and FY2013, we note the following:

• The debt arranging fee is paid to GDI group when it arranges debt financing to supplement equity contributions from investors to fund an asset acquisition. During FY2011 and FY2013 a large number of acquisitions were made resulting in significant debt raising and subsequent fees to GDI group.
• Development fees are typically charged when an asset undertakes a refurbishment program by spending capex for renovations. The trustee of the Perth Trust commenced a significant refurbishment program in FY2012 which was completed in FY2014.
• Due diligence fees are charged when an asset is acquired and it is based on a percentage of the asset value.
• Equity procurement fees are charged for the cost of raising investor capital to cover the costs associated with sourcing and presenting a transaction to investors but are typically rebated to clients by their advisers.
• During the three year period 'fund management fees' have increased by 153% to \$5.8 million in FY2013 as AUM increased 156% to \$696.9 million as fund management fees are charged as a percentage (between 0.65% and 1.00%28) of AUM.
• Leasing fees were paid in FY2012 as a result of securing new tenants at the property held in the Perth Trust.
• The performance fees paid in FY2011 and FY2012 were from GDI No 29 GDI Office Fund, a strata sell down asset. This particular investment has returned investors an IRR in excess of 40% to date.

Expenses

GDI group expenses are composed of a rebate expense and corporate overhead expense.

Rebate expense

The rebate is considered a cost of sale related to the costs associated with equity raising fees. Management has suggested historically this cost has been offset by the revenue received in the 'equity procurement' fee charged.

Corporate overhead

The table below provides a breakdown of the corporate overhead expenses of the group for the last three financial years by dollar value and as a percentage of AUM.

28 See section 5.3 for more details on calculation of fee charges

The dollar value of corporate expenses has increased by \$0.9 million or 164% during the three years to 30 June 2013. While the increase dollar value appears significant as a percentage of AUM the corporate expense has declined from 0.51% to 0.33% of AUM.

Corporate overhead expenses

	Expense as a % of AUM
	FY2011	FY2012	FY2013	FY2011	FY2012	FY2013
	\$'000	\$'000	\$'000	% of AUM	% of AUM	% of AUM
AUM as at 30 June	271,850	565,500	696,850	100%	100%	100%
Employment costs	828	1,181	1,460	0.30%	0.21%	0.21%
Occupancy costs	155	358	318	0.06%	0.06%	0.05%
Other expenses	414	226	502	0.15%	0.04%	0.07%
Corporate expenses	1,397	1,765	2,280	0.51%	0.31%	0.33%

Source: Management, GTCF calculations

The 'employment costs' listed in the above table excludes the salary cost of Mr Gillard and other expenses that would be incurred as a result of becoming a publicly listed entity following the completion of the Transaction.

4.5.2 Pro-forma balance sheet

The pro-forma balance sheet presented below details the net asset position expected to be transferred to GDI PT upon its acquisition of the Funds Business.

Pro-forma balance sheet

As at 10 December 2013	GDI Partnership \$	GDI Funds Management \$	Funds Business \$
Rental bank guarantee	181,500	-	181,500
Office & Computer Equipment	111,414	-	111,414
Employee Liabilities	(59,490)	-	(59,490)
AFSL Licence	-	172,430	172,430
Net assets	233,424	172,430	405,854

Source: Management, GTCF calculations

254

As detailed above the asset position includes:

• A bank guarantee as security for the rental payments of GDI group for its corporate leased space in Sydney used for its staff and office functions.
• Office and computer equipment used by staff members.
• Staff employee entitlements being long service leave accrual and unused holiday and sick pay.
• Equity value of GDI FM, the holder of the AFSL and an ASIC requirement of retaining more than \$150k of assets to operate as a responsible entity.

5. Valuation methodologies

5.1 Introduction

In accordance with our adopted valuation approach as set out in section 2.1, our fairness assessment involves comparing the fair market value of GDI group on a stand-alone before the Transaction with the value of the Vendors Consideration of \$27.3 million (excluding performance fees).

Grant Thornton Corporate Finance has assessed the value of the GDI group using the concept of fair market value. Fair market value is commonly defined as:

"the price that would be negotiated in an open and unrestricted market between a knowledgeable, willing but not anxious buyer and a knowledgeable, willing but not anxious seller acting at arm's length."

Fair market value excludes any special value. Special value is the value that may accrue to a particular purchaser. In a competitive bidding situation, potential purchasers may be prepared to pay part, or all, of the special value that they expect to realise from the acquisition to the seller.

5.2 Valuation methodologies

RG 111 outlines the appropriate methodologies that a valuer should generally consider when valuing assets or securities for the purposes of, amongst other things, share buy-backs, selective capital reductions, schemes of arrangement, takeovers and prospectuses. These include:

• Discounted cash flow ("DCF") method and the estimated realisable value of any surplus assets.
• Application of earnings multiples to the estimated future maintainable earnings or cash flows of the entity, added to the estimated realisable value of any surplus assets.
• Amount available for distribution to security holders on an orderly realisation of assets.
• Quoted price for listed securities, when there is a liquid and active market.
• Any recent genuine offers received by the target for any business units or assets as a basis for valuation of those business units or assets.

Further details on these methodologies are set out in Appendix A to this report. Each of these methodologies is appropriate in certain circumstances.

RG111 does not prescribe the above methodologies as the method(s) that an expert should use in preparing their report. The decision as to which methodology to use lies with the expert based on the expert's skill and judgement and after considering the unique circumstances of the entity or asset being valued. In general, an expert would have regard to valuation theory, the accepted and most common market practice in valuing the entity or asset in question and the availability of relevant information.

5.3 Selected valuation methods

Grant Thornton Corporate Finance has selected the DCF method as the primary approach to assess the value of the Funds Business.

We consider the DCF method to be appropriate for the following reasons:

• Management have prepared long-term forecast financial information for the GDI group.
• The Seed Trusts and the Non Seed Trusts hold mature properties with a predictable income stream.
• The future revenue of the GDI group is mainly based on the contractual terms of the IMAs.
• Management expects to generate fees from the establishment of new trusts. The application of the DCF allows us to sensitise the value attributable to the new funds.
• The DCF is expected to yield a more accurate valuation assessment due to the lumpy nature of certain fees, such as disposal fees, associated with the GDI group business.

In conjunction with our DCF analysis, we have also undertaken a sensitivity analysis of the key variables underlying the projections including annual net change in AUM, capital asset growth rate of AUM, assumed disposal period and annual cost to manage AUM.

As a crosscheck we have referred to comparable company transactions in relation to the assigned equity value, invested AUM and gross assets and other relevant valuation inputs.

6. Valuation assessment of GDI group

6.1 GDI group Projections

Management have prepared an annual cash flow model for the period from 1 July 2013 to 30 June 2018 for the GDI group on a stand-alone basis before implementation of the Transaction ("GDI group Projections"). The GDI group Projections do not reflect the structure of the Transaction and the internalisation of the Seed Trusts.

The key assumptions in the GDI group Projections in relation to funds under management, new trusts and staff costs are consistent with the relevant FY2014 and FY2015 assumptions included in the Offer Document and therefore meet the definition of forecasts as regulated by ASIC Regulatory Guide 170 ("RG170").

The GDI group Projections include the following cash flow items:

• Expected fees from the management and subsequent disposal of the existing funds managed by GDI group (\$742.3 million of AUM) before the Transaction. However, they do not include realisation of performance fees.
• Expected fees from the management and subsequent disposal of the future funds (excluding any performance fees).
• Expected staff costs and corporate overheads.

As outlined above, certain assumptions underlying the GDI group Projections for FY2014 and FY2015 are consistent with the Offer Document including the following:

• Acquisition of the Brisbane Property for \$120.8 million in FY2014 upon exercise of the existing option held by GDI group.
• \$75 million (in asset value) of new funds are forecast to be established in the remaining period to 30 June 2014.
• Additional \$100 million (in asset value) of new external funds are forecast to be established in FY2015.
• Staff costs and other corporate overheads (excluding the costs of being a listed entity).

Subsequent to FY2015, Management have assumed that GDI group will establish \$100 million per year of new trusts from FY2016 to FY2018. However, this assumption is not included in the Offer Document as it would not meet the prospectus forecast requirements.

Whilst we have relied on the GDI group Projections for the purpose of our valuation assessment, the GDI group Projections involve significant elements of subjective judgement that may or may not be correct. There is no guarantee that the future performance of the funds business will be consistent with the historical performance. The actual results are likely to be different from those

projected as events and circumstances often do not occur as expected and those differences may be material.

6.2 Procedures undertaken in relation to the GDI group Projections

In accordance with the requirement of RG 111, we have undertaken a critical analysis of the GDI group Projections including the hypothetical assumptions before relying on them for the purpose of our valuation assessment. Specifically, we have performed the following procedures:

• Conducted high level checks of the GDI group Projections.
• Compared the historical financial performance of GDI group to the expected financial performance included in the GDI group Projections.
• Verified the fees included in the GDI group Projections with the existing IMAs.
• We have held several meetings with the Management of GDI group and their advisors to discuss the GDI group Projections.
• We have examined the Offer Document which will be made available to investors, related legal documentation, including the relevant IMAs and the Seed Trust Deeds.
• Reviewed and benchmarked growth rates, funds under management and operating expense ratios using publicly available information.

6.3 Key assumptions underlying the GDI group Projections

6.3.1 Assets Under Management

Existing AUM

The table below outlines the assumptions in relation to the Seed Trusts and Non Seed Trusts currently managed by GDI group included in the GDI group Projections.

Existing AUM			Non Seed Trusts				Seed Trusts
Trust #	#27	#28	#29	#33	#36	#3229	#3430	#3531
Fees
Disposal fee (% of AUM)	2.00%	2.00%	3.00%	2.00%	2.00%	2.00%	2.00%	2.00%
Trust management fee (% of AUM)	0.65%	0.52%	0.97%	1.03%	0.65%	0.65%	0.65%	0.65%
Debt arranging fee (% of AUM)	nmf	nmf	nmf	nmf	0.40%	0.40%	0.40%	0.40%
Project management fee (% of AUM)	nmf	nmf	nmf	nmf	5.00%	5.00%	5.00%	5.00%
Leasing fee (% of AUM)	nmf	nmf	N/A	N/A	10.0%	10.0%	10.0%	5.0%
Other
Refinance year	N/A	N/A	N/A	N/A	FY16	FY15	FY16	FY16

GDI group Projections: Existing AUM assumptions

29 Adelaide Trust

30 Sydney Trust 31 Perth Trust

Disposal date	FY2014	FY2020	FY2015	FY2018	FY2018	FY2017	FY2016	FY2017
Capital growth per annum	3.00%	3.00%	300%	3.00%	3.00%	3.00%	3.00%	3.00%
Source: GDI group Projections

In relation to the assumptions above, we note the following:

The fee assumptions included in the GDI group Projections are consistent with existing IMAs. Set out in the table below is a comparison between the historical fees charged by GDI group and the assumptions adopted in the GDI group Projections. This analysis excludes a number32 of fees historically charged (including leasing fee and capital expenditure fee) given information limitations.

Historical fee analysis

Fee	FY2011	FY20124	FY20134	3 year average	Forecast assumption	Difference
Debt arranging fee income1	0.50%	0.03%	1.32%	0.62%	0.40%	(0.22%)
Due diligence fees income2	1.38%	0.00%	2.42%	1.27%	1.25%	0.02%
Trust management fees income3	0.85%	0.55%	0.84%	0.74%	0.65%	(0.09%)
Source: Management, GTCF calculations

Notes:

(1) Debt arranging fee has been calculated using the incremental change in AUM during the three period at an assumed gearing of 50%, which is the same assumption for Future AUM growth.

(2) Due diligence fees are based on the incremental change of total AUM per annum. (3) Fund management fees are based on total invested AUM at the end of each of those years.

(4) As discussed in section 4, FY2012 and FY2013 fees have been impacted by timing issues and recognition policies of GDI group.

The analysis above further supports the assumptions adopted in the GDI group Projections. Performance fees have been excluded due to the inherent uncertainty in forecasting them.

• The refinance year reflects the period that the current debt financing will expire and require refinancing as a result. This assumption is based on contractual obligations of the Seed Trusts and Non Seed Trusts.
• The disposal date is based on Management's expectations of the sale date of assets within the Seed Trusts and Non Seed Trusts. These assumptions are subjective and based on the experience of the Management team.
• The capital growth rate reflects Management's expectation of an average conservative property growth rate of 3.00% per annum from FY2014 and thereafter. We note that IBISWorld forecast capital values to grow at an annual rate of 4.50% from FY2013 to FY201733.

³² GTCF analysis excludes the Establishment cost, Leasing fee, Project management fee and Disposal fee. 33 Source: IBISWorld Report: L6712A Office Property Operators in Australia, May 2013

Future AUM

The table below outlines GDI group's assumptions of the new external trusts to be raised by GDI group ("Future AUM").

Assumption	Description
Future AUM contributions (trusts)	The real dollar value of incremental AUM dollar contributions are as follows:
	Year	AUM	Description
	FY2014F	As disclosed in the Offer Document, being the combination of the acquisition price of the Brisbane Property (\$120.8 million) and a new external trust (\$75.0 million).
	FY2015F	\$100.0 million	As disclosed in the Offer Document.
	FY2016F \$100.0 Management expectations of the annual value of future external trusts in real terms. … million FY2018F
Future AUM capex	strategy and business model.		Future AUM includes a capex component representative of refurbishment and other asset enhancement activities actively pursued by GDI group. The capex component is consistent with the historical information and GDI group
Gearing			Future AUM is composed of 60% equity and 40% debt financing, which is consistent with the debt facilities covenants included in the Offer Document.
Investment period			The GDI group Projections assume a five year holding period of assets with divestment at the beginning of year 6 which triggers the payment of a disposal fee and a reduction in AUM. This is consistent with the closed end nature of GDI group funds and historical performance.
Capital growth	assumptions is not unreasonable.		Future AUM capital values increase at a nominal rate of 3.00% per annum. As discussed above, we believe this

			GDI group Projections: Future AUM assumptions
--	--	--	-----------------------------------------------

Source: Management

In relation to the assumption in the GDI group Projections of Future AUM, we note that in the last four fiscal periods to FY2013, GDI group increased AUM by \$518 million which demonstrates its ability to raise capital in a depressed property market. Accordingly, the assumption included in the GDI group Projections in relation to the new AUM between FY2014 and FY2018 does not seem unreasonable.

In order to assist in achieving these growth expectations, we note that GDI group has historically exhibited a strong level of rollover or repeat investment from HNW investors. This is a material component of the goodwill of the business and it should assist in ensuring the ability of GDI group to continue to grow the AUM. We have been advised by Management the following in relation to trusts established in the last 5 years with more than 200 HNW investors:

• GDI No 29 GDI Office Fund was established in July 2008. We have been advised that over 90% of the investors were also investors in subsequent trusts.
• GDI No 26 Perth CBD Office Trust was established in November 2012. We have been advised that over 70% of the investors were also investors in previous trusts.

The chart below provides an overview of the profile of the total AUM of GDI group over the GDI group Projections, including the combined value of AUM within the External Funds and Seed Trusts and the Future AUM. The assumption adopted in the GDI group Projections appears consistent with the recent financial performance of GDI group.

GDI group AUM

Source: Management, GTCF calculations

6.3.2 Expenses

The GDI group Projections include the following expense assumptions:

• Operating expenses assumed to be equal to 0.30% of total AUM per annum and predominately include staff and management costs.
• Corporate overheads the corporate overhead expense is largely the fixed cost of GDI group, namely the cost of occupying an office premise and related sundry and administrations costs.
• Rebates refers to the pass-through cost of equity procurement and is equal to 4.00% of incremental AUM. This fee directly offsets the 'Establishment fee' in the income statement.

In determining the reasonableness of the assumptions above in relation to the operating expenses and corporate overheads, we have undertaken the following analysis:

• Comparison to the Offer Document, which contains operating costs of \$4.4 million in proforma FY201434 and \$4.9 million in FY2015. Management has provided us with a breakdown of these costs and we note that this cost includes the additional expenses as a result of being listed entity. To align with our basis of assessment (being the value of GDI group before the Transaction), we have excluded the costs of being a public company in calculating the standalone value of GDI group prior to the Transaction. This approach is consistent with the assumptions that would be adopted by a pool of potential purchasers under the fair market value assessment. Based on the analysis undertaken, the costs assumptions included in the GDI group Projections are consistent with the Offer Document once the costs of being a listed company are removed.
• The chart below depicts historical and forecast operating expenses as a percentage of total AUM. Historically the operating expense has been significantly higher reflecting the relatively

³⁴ GDI group expect operating expenses of \$2.2 million for the six month period to 30 June 2014

low total AUM (\$179 million in FY2010) and a substantial decline in FY2011 and FY2012 as AUM increased to \$272 million and \$566 million respectively. This decline demonstrates the operational leverage inherent in the Funds Business. The historical expense (excluding rebates) ranged between 0.31% and 0.77% of AUM. In our valuation assessment, we have included an uplift in employee costs to take into account the market salary of Mr Gillard included in the Offer Document and headcount required to manage the increase in AUM as expected in the GDI group Projections.

Historical and forecast operating expenses as a percentage of AUM

Source: Management, GTCF calculations

We have cross checked our assumptions with the average of comparable company management expense ratios in the property industry of 0.60% with a range of 0.36% to 0.94%. While our implied operating expense as a percentage of AUM is at the low end of the comparable company range, based on discussions with Management, we understand that it reflects the nimble and efficient operations of GDI group and the lower cost base and compliance requirements of being a private company.

Entity	Management expense ratio
Mirvac Property Group	0.58%
Dexus Property Group	0.53%
RREEF Global property Securities fund	0.94%
Investa Office Fund	0.36%
Low	0.36%
Average	0.60%
Median	0.56%
High	0.94%

					Manager expense ratios of comparable asset managers to the Funds Business
--	--	--	--	--	---------------------------------------------------------------------------	--	--	--	--	--	--	--

Source: Annual reports, GTCF calculations

6.4 Discount rate

The discount rate is based on the weighted average cost of capital ("WACC") which represents the average of the rates of return required by providers of debt and equity capital to compensate for the time value of money and the perceived risk of the business and the uncertainty of the cash flows, weighted in proportion to the market value of the debt and equity capital provided.

Our assessment of the discount rate takes into account the following:

• The nature and purpose of the cash flow projections and our view of the risk inherent in achieving the projections. We are of the opinion that the risk profile of the cash flows attached to the existing trusts is materially lower than the Future AUM. Accordingly we have applied a different discount rate.
• The GDI group Projections do not include performance fee which are difficult to calculate and to predict.
• The risk underlying GDI group is broadly consistent with the commercial property sector, given the reliance of GDI group income on underlying office property assets.
• Uncertain nature of raising and generating returns on Future AUM.
• The limited depth of the GDI group senior management team and in particular the strong reliance on Mr Gillard.
• The strong personal goodwill of Mr Gillard with the HNW investors which may not necessarily be preserved in GDI group in his absence.

In our assessment of the net present value of future cash flows we have adopted a discount rate as summarised below:

• Between 9.5% and 10.7% for the Seed Trusts and the Non Seed Trusts based on the following considerations:
• These trusts are all well established and successfully operating and none of them require further market repositioning.
• The average occupancy is high and only the Sydney Trust requires major reletting going forward.
• The cap rate adopted in the asset valuations is between 8.0% and 8.5%. We are of the opinion that the additional premium captured in our discount rate is reasonable when considering the additional risks attached to a funds management business compared with the underlying real estate assets.
• The gearing of the existing trusts is below 50% for all of them.

• GDI group enjoys favourable termination protections clauses under the existing IMAs, whereby all future outstanding fees until 7 years after the trust has been established become payable to GDI group if it is terminated on performance.
• Between 13.5% and 16.7% for the Future AUM (including the Brisbane Property) to reflect the risk attached to the blue-sky nature of this income stream.

A detailed assessment of the derivation of the discount rate is set out in Appendix B.

6.5 Terminal value

We have not assumed a terminal value in our valuation assessment of GDI group after the discrete period of forecast to 30 June 2018 due to the following:

• In our opinion, this is consistent with the assumption that would be adopted by a pool of potential purchasers under the fair market value concept.
• In our valuation of GDI group, we have considered Management discrete period projections for a 5 year period. We note that this is consistent with the typical GDI group investment which has a holding period of approximately 5 years. We note that the property funds set up by GDI group are established as a 7 year trust.
• The depth of GDI group senior management team and in particular the strong reliance on Mr Gillard, may not be conducive of an assessment of the fair market value of GDI group in perpetuity.
• Whilst GDI group have been operating in the property funds management business for a long period of time, it is still a small company in this sector and the AUM has only reached the current level in recent years.
• There in uncertainty in relation to the frequency at which GDI group will be able to establish new trusts in the future. This will depend, among other things, on the following:
• Ability to raise the required debt and equity.
• General economic market conditions, including employment rate and GDP.

6.6 Other assets and liabilities

We note that GDI group does not have any surplus assets or contingent liabilities. Accordingly, we have not considered any other assets and liabilities in our valuation.

6.7 Valuation summary

Based on the above analysis, we have assessed the value of GDI group in the range of \$26.1 million and \$28.1 million on a control basis.

6.7.1 Sensitivity analysis

In order to demonstrate the sensitivity of our valuation to the key AUM assumption, we have set out below the following sensitivities to our valuation:

• Runoff Case shows the impact on our valuation assuming no additional funds raised by GDI group outside the assumptions adopted in the Offer Document.
• Perpetuity Case shows impact on our valuation assuming a terminal value at the end the discrete projection period (FY2018) and assuming that GDI group is able to establish a new trust with \$75 million in assets every year.

Valuation sensitivity analysis

Source: GTCF calculations

In addition to sensitivities above, we have conducted analysis on the key assumptions underlying the GDI group Projections to isolate the impact of changes in the four variables listed in isolation.

Set out in the following table is a summary of our sensitivity analysis:

Valuation sensitivity analysis

Assumption	Low	High	Low	High
	\$m	\$m	%	%
GT Valuation	26,124	28,104	100.0%	100.0%
Discount rate
+10% premium	25,079	27,099	(4.0%)	(3.6%)
-10% discount	27,251	29,178	4.3%	3.8%
Operating costs (% of AUM)
10% premium	25,336	27,265	(3.0%)	(3.0%)
10% discount	26,911	28,943	3.0%	3.0%
Future AUM increase
10% premium	26,563	28,583	1.7%	1.7%
10% discount	25,675	27,615	(1.7%)	(1.7%)
Capital growth
10% premium	26,291	28,291	0.6%	0.7%
10% discount	25,957	27,919	(0.6%)	(0.7%)

Source: GTCF calculations

These sensitivities do not represent a range of potential values of GDI group, but intend to demonstrate the sensitivity of our valuation assessment to a change to each variable in isolation.

6.8 Valuation cross-check – Transaction multiples

We have considered the reasonableness of our valuation assessment by comparing the enterprise value to AUM ("AUM Multiples") implied in our valuation assessment of GDI group with the AUM Multiples of recent Australian transactions involving the acquisition of property management rights and management businesses.

This method only provides an indicative market value of GDI group as the AUM multiple may vary significantly between the different listed comparable companies due to size of the AUM, types of assets (i.e. retail and wholesale), forms of assets (i.e. residential and commercial), and level of management services provided (i.e. asset and funds management).

6.8.1 AUM multiple implied in our valuation assessment

The enterprise value to AUM implied in our DCF assessment is summarised in the table below:

GT valuation

	Low	High
	\$'000	\$'000
Fair market value of GDI group	26,124	28,104
AUM as at 30 Sep 2013	742,300	742,300
AUM as at 30 Jun 20141	929,644	929,644
Implied EV /AUM	3.5%	3.8%
Implied EV /FY2014F AUM	2.8%	3.0%
Source: GTCF calculations

Note:

(1) FY2014F AUM is based on \$724.1 million as at 30 Sep 2013 plus \$120.0 million at 1 July 2014 for the Brisbane Property plus \$75.0 million additional external funds at 1 July 2014 and associated capital growth according to our assumptions outlined in section 6.1

Based on our DCF valuation of GDI group, the implied enterprise value to AUM is in the range of 3.5% and 3.8% based on AUM as at 1 October 2013 and 2.8% and 3.0% based on the projected AUM as at 30 June 2014.

6.8.2 AUM multiple of comparable transactions

As a cross check to our discounted cash flow valuation, we have considered other Australian transaction involving the acquisition of management rights and management internalisation transactions for comparable assets.

Comparable transactions
-------------------------	--

					Multiple of Base	Forecast
Date	Entity	Implied EV	AUM	EV/AUM	management fees	management fee
		(\$ million)	(\$ million)	%	(x )	(x )
Comparable transactions
Tier 1: Management businesses
Nov -13	Kiw i Income Property Limited	70.6	2,100	3.4%	na	na
Aug-13	360 Capital Group Limited	6.5	764	0.8%	1.3	1.4
Jul-13	CFS Retail Property Trust²	400.0	14,500	2.6%	10.4	na
Jul-12	Austrock Property Funds Management Limited	11.0	555	2.0%	5.2	na
Nov -11	Orchard Capital Inv estments Ltd (nka Arena Inv estment Manage	19.5	1,200	1.6%	na	na
Aug-11	Centro Serv ices Business	240.0	6,975	3.4%	7.0	na
Jul-11	ING Healthcare	4.9	199	2.5%	na	na
Apr-11	Valad Property Group	210.0	9,000	2.3%	6.2	na
May -10	Trinity w holesale funds management business	9.3	650	1.4%	7.3	na
Dec-08	DB RREEF	260.0	17,186	1.5%	9.0	na
Low				0.8%	1.3	1.4
Av erage				2.2%	6.6	1.4
Median				2.1%	7.0	1.4
High				3.4%	10.4	1.4
Tier 2: Management rights
Nov -13	Commonw ealth Property Office Fund	41.0	3,727	1.1%	na	na
Jun-12	PFA Div ersified Property Trust	5.0	445	1.1%	na	na
Mar-11	ING Industrial Fund	22.5	2,492	0.9%	4.1	3.0
Oct-10	Becton Inv estment Management Limited	6.0	900	0.7%	na	na
Apr-10	Westpac Office Trust (nka Mirv ac Office Trust)	15.0	1,147	1.3%	3.2	3.7
Feb-10	Macquarie Group (real estate management platform)	108¹	7,186	1.5%	na	na
Jun-09	Macquirie Leisure Management Limited	17.0	620	2.8%	na	na
Jun-09	Orchard Industrial Property Fund	6.2	775	0.8%	3.3	na
Apr-09	Babcock & Brow n Japan Property Trust	22.0	2,300	1.0%	2.0	na
May -08	GEO Property Trust	2.5	769	0.3%	0.7	na
Low				0.3%	0.7	3.0
Av erage				1.1%	2.7	3.4
Median				1.0%	3.2	3.4
High				2.8%	4.1	3.7
Comparable trading companies
Oct-13	APN Property Group Limited	31.1	1,732	1.8%	2.7	na

Note (1): Deferred consideration of A\$15 million.

Note (2): Transaction nonbinding and indicativ e. Implied EV estimated by Australian Finanical Rev iew .

In relation to the AUM multiples implied by the transactions, we note that:

• The implied transaction multiples may incorporate various levels of control premium and special values paid for by the acquirers.
• The multiples may reflect synergies paid by the acquirer which may be unique to the acquirers.
• The transaction multiples are calculated based on the historical AUM of the acquired companies which typically tends to provide higher multiple due to the growth expectations typically included into forecast financial performance.
• Since the onset of the GFC in late 2008, a number of transactions in the Australian property sector have involved distressed asset sales. Accordingly, the AUM multiples observed may not reflect fair market value and are not comparable to the Transaction.

In our opinion, given the structure of the Transaction, the goodwill, quality of the management team and future growth expectations, transactions involving property management businesses (tier 1 transactions) are more relevant for the purpose of our valuation assessment.

In our opinion, the transactions relatively more comparable for GDI group include Kiwi Income Properties Limited, ("KIPL"), CFS Retail Property Trust Group ("CFS") and Austock Property Funds Management Limited ("Austock") due to the following:

• In November 2013, Commonwealth Bank of Australia ("CBA") announced that it had agreed binding terms with the independent directors of KIPL and entered into an implementation agreement to internalise the management of Kiwi Income Property Trust ("KIPT"). CBA will receive a net payment of NZ\$70.6 million for relinquishing its existing funds management and property management agreements in relation to KIPT and internalising management. KIPT holds a number of shopping centres and key office assets in New Zealand.
• In July 2013, CBA announced an indicative, non-binding proposal to internalise the management rights and related business and goodwill of CFS. CFS is mainly engaged in the investment in high quality retail assets such as shopping centres and DFO retail outlets across Australia.
• In July 2012, Folkestone Limited entered into a share sale agreement to acquire Austock for approximately \$11 million in cash. Austock was a privately owned investment manager responsible for property funds including a mix of listed property, wholesale property, and unlisted retail property funds for its clients. It invests in the public equity and real estate markets of Australia.

Whilst the % of AUM implied in our valuation of the Funds Business is above the average of the selected comparable transaction (the average AUM% of the 3 relatively more comparable transactions indicated above is 2.7%), in our opinion this is not unreasonable due to the following:

• The historical performance of GDI group compared with its peers and the related comparable transactions companies. As discussed in section 4, GDI group has generated an historical average IRR in excess of 20% per annum after fees for the 18 funds which have wound-up.
• The fees that GDI group is able to charge to the trusts it manages are materially higher than the peer listed comparable companies. This is a reflection of GDI group's goodwill and historical performance.
• GDI group has a loyal and recurring customer base comprising HNW investors which assists the GDI group to continue to establish new trusts and complete new transactions.

Based on the above analysis and discussions, we are of the opinion that our valuation assessment of the GDI group is reasonable.

7. Sources of information, disclaimer and consents

In preparing this report Grant Thornton Corporate Finance has used various sources of information, including:

• Management Company Discussion dated September 2013
• Partnership annual accounts for the Partnership during FY2011, FY2012 and FY2013.
• Investment management agreements and trust deeds for existing AUM trusts.
• Due Diligence Committee Existing Funds Business document.
• GDI website.
• Funds Business financial model prepared by Management.
• Indicative term sheet of transaction.
• Capital IQ.
• Other publicly available information.

7.1 Qualifications and independence

Grant Thornton Corporate Finance Pty Ltd holds Australian Financial Service Licence number 247140 under the Corporations Act and its authorised representatives are qualified to provide this report.

Grant Thornton Corporate Finance provides a full range of corporate finance services and has advised on numerous takeovers, corporate valuations, acquisitions, and restructures. Prior to accepting this engagement, Grant Thornton Corporate Finance considered its independence with respect to and all other parties involved in the Transaction with reference to the ASIC Regulatory Guide 112 "Independence of expert" and APES 110 "Code of Ethics for Professional Accountants" issued by the Accounting Professional and Ethical Standard Board. We have concluded that there are no conflicts of interest with respect to GDI group, its shareholders and all other parties involved in the Transaction.

Grant Thornton Corporate Finance and its related entities do not have at the date of this report, and have not had within the previous two years, any shareholding in or other relationship with GDI group or its associated entities that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion in relation to the Transaction.

Grant Thornton Corporate Finance has no involvement with, or interest in the outcome of the Transaction, other than the preparation of this report.

Grant Thornton Corporate Finance will receive a fee based on commercial rates for the preparation of this report. This fee is not contingent on the outcome of the Transaction. Grant Thornton

Corporate Finance's out of pocket expenses in relation to the preparation of the report will be reimbursed. Grant Thornton Corporate Finance will receive no other benefit for the preparation of this report.

7.2 Limitations and reliance on information

This report and opinion is based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time. Grant Thornton Corporate Finance has prepared this report on the basis of financial and other information provided by GDI group and publicly available information. Grant Thornton Corporate Finance has considered and relied upon this information. Grant Thornton Corporate Finance has no reason to believe that any information supplied was false or that any material information has been withheld. Grant Thornton Corporate Finance has evaluated the information provided by GDI group through inquiry, analysis and review, and nothing has come to our attention to indicate the information provided was materially misstated or would not afford reasonable grounds upon which to base our report. Nothing in this report should be taken to imply that Grant Thornton Corporate Finance has audited any information supplied to us, or has in any way carried out an audit on the books of accounts or other records of the Partnership.

The responsibility for business plan and forecasts, and the assumptions on which they are based, is solely that of the directors of GDI group. It must be emphasised that all profit and cash flow forecasts necessarily depend on subjective judgement. They are, to a greater or lesser extent, according to the nature of the business and the period covered by the forecasts, subject to substantial inherent uncertainties. In consequence, they are not capable of being substantiated or audited in the same way as financial statements which present the results of completed accounting periods.

This report has been prepared to assist the directors of GDI Property Group in determining the fair market value of GDI group as to not disadvantage current or future unitholders and investor following the Transaction. This report should not be used for any other purpose. In particular, it is not intended that this report should be used for any purpose other than as an expression of Grant Thornton Corporate Finance's opinion as to whether the Transaction is fair and reasonable to current and future investors in GDI group and GDI Property Group.

GDI Property Group has indemnified Grant Thornton Corporate Finance, its affiliated companies and their respective officers and employees, who may be involved in or in any way associated with the performance of services contemplated by our engagement letter, against any and all losses, claims, damages and liabilities arising out of or related to the performance of those services whether by reason of their negligence or otherwise, excepting gross negligence and wilful misconduct, and which arise from reliance on information provided by GDI group, which GDI group knew or should have known to be false and/or reliance on information, which was material information GDI group had in its possession and which GDI group knew or should have known to be material and which did not provide to Grant Thornton Corporate Finance. GDI group will reimburse any indemnified party for all expenses (including without limitation, legal expenses) on a full indemnity basis as they are incurred.

7.3 Consents

Grant Thornton Corporate Finance consents to the issuing of this report to the Directors of GDI Property Group in its entirety and the executive summary to be released to in agreed marketing materials of GDI PG and GDI PT. Neither the whole nor part of this report nor any reference thereto may be included in or with or attached to any other document, resolution, letter or statement without the prior written consent of Grant Thornton Corporate Finance as to the form and content in which it appears.

Appendix A – Valuation methodologies

Capitalisation of future maintainable earnings

The capitalisation of future maintainable earnings multiplied by appropriate earnings multiple is a suitable valuation method for businesses that are expected to trade profitably into the foreseeable future. Maintainable earnings are the assessed sustainable profits that can be derived by a company's business and excludes any abnormal or "one off" profits or losses.

This approach involves a review of the multiples at which shares in listed companies in the same industry sector trade on the share market. These multiples give an indication of the price payable by portfolio investors for the acquisition of a parcel shareholding in the company.

Discounted future cash flows

An analysis of the net present value of forecast cash flows or DCF is a valuation technique based on the premise that the value of the business is the present value of its future cash flows. This technique is particularly suited to a business with a finite life. In applying this method, the expected level of future cash flows are discounted by an appropriate discount rate based on the weighted average cost of capital. The cost of equity capital, being a component of the WACC, is estimated using the Capital Asset Pricing Model.

Predicting future cash flows is a complex exercise requiring assumptions as to the future direction of the company, growth rates, operating and capital expenditure and numerous other factors. An application of this method generally requires cash flow forecasts for a minimum of five years.

Orderly realisation of assets

The amount that would be distributed to shareholders on an orderly realisation of assets is based on the assumption that a company is liquidated with the funds realised from the sale of its assets, after payment of all liabilities, including realisation costs and taxation charges that arise, being distributed to shareholders.

Market value of quoted securities

Market value is the price per issued share as quoted on the ASX or other recognised securities exchange. The share market price would, prima facie, constitute the market value of the shares of a publicly traded company, although such market price usually reflects the price paid for a minority holding or small parcel of shares, and does not reflect the market value offering control to the acquirer.

Comparable market transactions

The comparable transactions method is the value of similar assets established through comparative transactions to which is added the realisable value of surplus assets. The comparable transactions method uses similar or comparative transactions to establish a value for the current transaction.

Comparable transactions methodology involves applying multiples extracted from the market transaction price of similar assets to the equivalent assets and earnings of the company. The risk attached to this valuation methodology is that in many cases, the relevant transactions contain features that are unique to that transaction and it is often difficult to establish sufficient detail of all the material factors that contributed to the transaction price.

Appendix B – Discount Rate

Introduction

The discount rate was determined using the WACC formula. The WACC represents the average of the rates of return required by providers of debt and equity capital to compensate for the time value of money and the perceived risk or uncertainty of the cash flows, weighted in proportion to the market value of the debt and equity capital provided. However, we note that the selection of an appropriate discount rate is ultimately a matter of professional judgment.

Under a classical tax system, the WACC is calculated as follows:

$$
WACC = R_d \times \frac{D}{D+E} \times (1-t) + R_e \times \frac{E}{D+E}
$$

Where:

• Re = the required rate of return on equity capital;
• E = the market value of equity capital;
• D = the market value of debt capital;
• Rd = the required rate of return on debt capital; and
• t = the statutory corporate tax rate.

WACC Inputs

Required rate of return on equity capital

We have used the Capital Asset Pricing Model ("CAPM"), which is commonly used by practitioners, to calculate the required return on equity capital.

The CAPM assumes that an investor holds a large portfolio comprising risk-free and risky investments. The total risk of an investment comprises systematic risk and unsystematic risk. Systematic risk is the variability in an investment's expected return that relates to general movements in capital markets (such as the share market) while unsystematic risk is the variability that relates to matters that are unsystematic to the investment being valued.

The CAPM assumes that unsystematic risk can be avoided by holding investments as part of a large and well-diversified portfolio and that the investor will only require a rate of return sufficient to compensate for the additional, non-diversifiable systematic risk that the investment brings to the portfolio. Diversification cannot eliminate the systematic risk due to economy-wide factors that are assumed to affect all securities in a similar fashion. Accordingly, whilst investors can eliminate unsystematic risk by diversifying their portfolio, they will seek to be compensated for the nondiversifiable systematic risk by way of a risk premium on the expected return. The extent of this compensation depends on the extent to which the company's returns are correlated with the market

as a whole. The greater the systematic risk faced by investors, the larger the required return on capital will be demanded by investors.

The systematic risk is measured by the investment's beta. The beta is a measure of the co-variance of the expected returns of the investment with the expected returns on a hypothetical portfolio comprising all investments in the market – it is a measure of the investment's relative risk.

A risk-free investment has a beta of zero and the market portfolio has a beta of one. The greater the systematic risk of an investment the higher the beta of the investment.

The CAPM assumes that the return required by an investor in respect of an investment will be a combination of the risk-free rate of return and a premium for systematic risk, which is measured by multiplying the beta of the investment by the return earned on the market portfolio in excess of the risk-free rate.

Under the CAPM, the required nominal rate of return on equity (Re) is estimated as follows:

Re Rf ^e Rm Rf

Where:

• Rf = risk free rate
• βe = expected equity beta of the investment
• (Rm Rf) = market risk premium

Risk free rate

In the absence of an official risk free rate, the yield on the Australian Commonwealth Government Bonds is commonly used as a proxy. We have observed the yield on the 10 year Australian Commonwealth Government Bond for a period of 5, 10 and 20 days prior to 11 October 2013 as set out in the table below:

Australia Gov ernment Debt - 10 Year
as at 30 October 2013		Range		Daily av erage
Prev ious 5 day s trading	3.83%	-	3.96%	3.87%
Prev ious 10 day s trading	3.83%	-	4.10%	3.93%
Prev ious 20 day s trading	3.80%	-	4.10%	3.93%
Prev ious 30 day s trading	3.35%	-	4.12%	3.81%
Prev ious 60 day s trading	3.00%	-	4.12%	3.67%
Prev ious 180 day s trading	2.95%	-	4.12%	3.49%
Prev ious 1 y ear trading	2.71%	-	4.39%	3.44%
Prev ious 2 y ears trading	2.71%	-	4.55%	3.53%
Prev ious 3 y ears trading	2.71%	-	5.76%	4.22%
Prev ious 5 y ears trading	2.71%	-	5.88%	4.65%

Source: RBA

Based on the above, we have adopted the risk free rate of 4.7%, which is primarily based on the five year average yield on the 10-year Australian Commonwealth Government Bond as at 30 October 2013.

Market risk premium

The market risk premium represents the additional return an investor expects to receive to compensate for additional risk associated with investing in equities as opposed to assets on which a risk free rate of return is earned.

Empirical studies of the historical risk premium in Australia over periods of up to 100 years suggest the premium is between 6% and 8%. For the purpose of the valuation, Grant Thornton Corporate Finance has adopted a market risk premium of 6%.

We note that our adopted premium is consistent with the market risk premium used by regulatory authorities in Australia (such as the Australian Competition and Consumer Commission and all other state based regulators).

Specific risk premium

In selecting an additional risk premium, we have considered the following additional specific risks:

• There is uncertainty in relation to the frequency that the GDI Property Group will be able to establish new trusts in the future. The projected future AUM is not guaranteed to be raised and subsequently invested at the start of each year and is dependent on the prevailing economic cycle at the time of the opportunity.
• There is no certainty that the historical results of GDI group can be used as expectations for future performance.

Based on the above we have adopted a specific risk premium of between 4% and 6% for the Future AUM business.

Beta

The beta measures the expected relative risk of the equity in a company. The choice of the beta requires judgement and necessarily involves subjective assessment as it is subject to measurement issues and a high degree of variation.

An equity beta includes the effect of gearing on equity returns and reflects the riskiness of returns to equity holders. However, an asset beta excludes the impact of gearing and reflects the riskiness of returns on the asset, rather than returns to equity holders. Asset betas can be compared across asset classes independent of the impact of the financial structure adopted by the owners of the business.

Equity betas are typically calculated from historical data. These are then used as a proxy for the future which assumes that the relative risk of the past will continue into the future. Therefore, there is no right equity beta and it is important not to simply apply historical equity betas when calculating the cost of equity.

For the purpose of this report, we have had regard to the observed betas (equity betas) of companies operating in the real estate investment industry:

Company	Country	Market Cap	Equity	Ungeared	Regeared
Beta analy sis		\$'million	Beta¹	Beta	Beta
GPT Group	Australia	6,237	1.08	0.86	0.86
Dex us Property Group	Australia	5,022	0.90	0.67	0.67
Inv esta Office Fund	Australia	1,916	1.32	1.12	1.12
Abacus Property Group	Australia	1,075	1.50	1.01	1.01
Charter Hall Group	Australia	1,208	2.23	2.11	2.11
Aspen Group	Australia	198	1.37	0.87	0.87
Trinity Group	Australia	39	1.04	0.32	0.32
Trafalgar Corporate Group Ltd.	Australia	186	1.43	0.90	0.90
Folkestone Limited	Australia	65	0.66	0.66	0.66
Cromw ell Property Group	Australia	1,650	0.80	0.46	0.46
Desane Group Holdings Ltd.	Australia	19	0.46	0.29	0.29
Federation Centres	Australia	3,483	0.56	0.42	0.42
Generation Healthcare REIT	Australia	120	0.64	0.29	0.29
Goodman Group	Australia	8,662	2.27	1.81	1.81
MacArthurCook Property Securties Fund	Australia	36	0.95	0.85	0.85
APN Property Group Limited	Australia	36	1.77	1.77	1.77
Centuria Capital Limited	Australia	64	0.97	0.42	0.42
Average			1.17	0.87	0.87
Median			1.04	0.85	0.85

Source: S&P Capital IQ and GTCF calculations

(1): Equity betas are calculated using data provided by S&P Capital IQ for the S&P ASX200 Index. The betas are based on a five-year period with monthly observations and have been de-geared based on the average gearing ratio over five years.

(2) Gearing represents the ratio of Debt-to-Equity.

No direct listed comparable companies have been identified for the purpose of valuing the standalone Funds Business, a number of the comparable companies are A-REITs that undertake funds management and asset management services are stapled securities to related Trusts which own the underlying property. As a result, all identified companies provide investment management services to direct property investors and have direct interests in commercial property operations. However, our selection is reflective of the key value drivers appropriate to the Funds Business which is reliant on the performance of the underlying property asset values, similar to listed A-REITs.

For the purposes of this valuation, we have selected a beta in the range of 0.80 to 1.00 being the average of observable comparable companies.

Capital structure

Grant Thornton Corporate Finance has selected a capital structure of 100% equity. In our opinion, a property funds management business is unlikely to be able to raise significant debt capital to fund its operations given the risks and uncertainties underlying the business.

WACC calculation

The discount rate is determined using the WACC formula is set out below:

WACC calculation	Seed & Ex ternal Funds		Future AUM
	Low	High	Low	High
Cost of equity
Risk free rate	4.7%	4.7%	4.7%	4.7%
Beta	0.80	1.00	0.80	1.00
Market risk premium	6.0%	6.0%	6.0%	6.0%
Specific risk premium	0.0%	0.0%	4.0%	6.0%
Cost of equity	9.5%	10.7%	13.5%	16.7%
Capital structure
Proportion of debt	0%	0%	0%	0%
Proportion of equity	100%	100%	100%	100%
Total capital	100%	100%	100%	100%
WACC (post tax)	9.5%	10.7%	13.5%	16.7%

Source: S&P Capital IQ and GTCF calculations

Appendix C – Comparable companies

Company	Description
GPT Group	GPT Group operates as a diversified real estate investment property trust. It invests in retail, commercial, hotel, industrial, and office park properties. The company also engages in the development of retail, commercial, industrial and office park properties; residential property development; property trust management; property management; and hotel management. GPT Group also invests in the development of large-scale urban communities; and manages a portfolio of retail assets in Australia. GPT Group operates in Australia, Europe, and the United States. The firm was founded in 1971 and is based in Sydney, Australia.
Dexus Property Group	DEXUS Property Group owns, manages, and develops office, industrial, and retail properties in Australia, New Zealand, the United States, France, Germany, and Canada. It also develops and manages office, industrial, and retail properties on behalf of third party investors. The company provides office space in various locations for corporate tenants, and local, state, and federal governments; specializes in premium business parks, industrial estates, and logistics and distribution facilities; and manages and develops retail assets. Its property portfolio consists of approximately 260 office, industrial, and retail properties. DEXUS Property Group, formerly known as DB RREEF Trust, is headquartered in Sydney, Australia.
Investa Office Fund	ING Office Fund operates as a property trust that invests in office properties, primarily leased on a long term basis, to investment grade and blue chip tenants. As of June 30, 2008, the company owned a portfolio of 26 office properties located in Australia, Europe, and the United States, as well as had interests in 88 office properties situated in the Netherlands. ING Management Limited serves as a manager for ING Office Fund. The company, formerly known as Armstrong Jones Office Group, is based in Sydney, Australia.
Abacus Property Group	Abacus Property Group engages in the management and investment of property based assets in Australia. It involves in property investment, funds management, property finance, and projects and investments activities. The company holds a diversified investment portfolio of retail, commercial, industrial properties. In addition, Abacus Property Group develops, originates, and manages off balance sheet funds; engages in mortgage lending and related property financing solutions; and invests in joint venture activities and in securities of other listed and unlisted property trusts. The company is based in Sydney, Australia.
Charter Hall Group	Charter Hall Group, through its subsidiaries, operates as a property investment, funds management, and development management company in Australia and New Zealand. It operates in two segments, Property Investment, and Funds Management and Corporate. The Property Investment segment has interests in investment properties and unlisted funds. It has a diversified portfolio of properties in various sectors, including commercial, industrial, retail, bulky goods retail, and infill residential sectors. The Funds Management and Corporate segment develops and manages investment and opportunity funds behalf of institutional and retail investors, and manages the assets of Charter Hall Property Trust. It also provides the financial structuring and strategic property advice, including acquisitions and divestment strategies, transaction structuring, investment product structuring, portfolio optimization, and financing. In addition, this segment offers a range of property management services, including market analysis, risk management, occupancy maximization, environmental and engineering management, and information management. The company was founded in 1991 and is headquartered in Sydney, Australia with additional offices in Melbourne, Brisbane, and Perth, Australia; and Auckland, New Zealand.
Aspen Group	Aspen Group operates as a property investment and management company in Australia. The company primarily focuses on acquiring commercial properties, including office, retail, and industrial properties. It also offers managed funds, which provide investment opportunities across various property sectors, including tourist parks, residential land subdivisions, CBD office developments, private hospital developments, and retirement and accommodation villages. The company is based in Perth, Australia.
Trinity Group	Trinity Group engages in the investment in and management of commercial, retail, industrial, and residential properties in Australia. It also involves in funds management, including property and project management activities. In addition, Trinity Group engages in property development activities. The company, formerly known as Trinity Consolidated Group Limited, is headquartered in Brisbane, Australia with additional offices in Sydney, Melbourne, and Cairns, Australia.
Trafalgar Corporate Group Ltd.	Trafalgar Corporate Group Limited operates as a property investment, development, and funds management company in Australia. Its investment portfolio primarily comprises office and industrial properties which are leased to investment grade corporates or Commonwealth government agencies on long term basis. The company also owns, controls, or has a joint venture interest in a portfolio of five residential development assets and one commercial development asset. In addition, it manages various external funds on behalf of retail, institutional, and private equity investors. As of February 28, 2006, the company had approximately 65,655 square meters of net lettable area. The company was founded in 1997 and is based in Sydney, Australia.
Folkestone Limited	Folkestone Limited is engaged in real estate investment, development, and funds management operations in Australia. It operates through Property Development and Funds Management segments. The company invests in the office, retail, industrial, residential, and social infrastructure sectors; and provides real estate funds management services for private clients, high net worth individuals, and institutional investors. Folkestone Limited is based in Sydney, Australia.

O Grant Thornton
An instinct for growth

Company	Description
Cromwell Property Group	Cromwell Group is a real estate investment firm specializing in direct and fund of funds investments. For direct investments, It focuses on property investment, development, and management operations, as well as in the promotion and management of property related managed investment schemes in Australia. For fund of funds investments, the fund seeks to invest in its four existing property trusts which hold - or are contracted to acquire - six properties in Queensland, Victoria and South Australia. It also provides funds management and capital raising services for the investment in properties. The firm also holds a corporate real estate license and manages the property portfolio. Cromwell Property Group was founded in 1970 and is based in Brisbane, Australia.
Desane Group Holdings Ltd.	Desane Group Holdings Limited operates as a property investment company in Australia. It is involved in the rental of prime real estate investments. The company is also engaged in property project management and resale of commercial, industrial, and residential properties principally in Sydney, as well as provides property and related services. Desane Group Holdings Limited was incorporated in 1987 and is based in Rozelle, Australia.
Federation Centres	Centro Retail Australia is an independent equity real estate investment trust. The firm manages unlisted retail property funds and syndicates. It also provides property management, development; leasing and funds management services to the group's managed funds. The firm invests in the real estate markets of Australia. It primarily invests in Australian retail property with a focus on shopping centers. Centro Retail Australia was formed in 2011 and is domiciled in Melbourne, Australia.
Generation Healthcare REIT	ING Real Estate Healthcare Fund (IHF) is property fund launched and managed by ING Real Estate Investment Management Australia. The fund invests in the real estate markets across the globe. It primarily invests in healthcare related properties including hospitals, specialist medical office buildings, medical centres, rehabilitation facilities, residential aged-care, medical related laboratories, and other purpose-built healthcare facilities. ING Real Estate Healthcare Fund is a domiciled in Australia.
Goodman Group	Goodman Group engages in the ownership, development, and management of industrial properties and business space in Australia, the Asia-Pacific region, japan, Europe, and the United Kingdom. Its property portfolio includes business parks, office parks, industrial estates, and warehouse and distribution centers. The company has 588 properties under management. It was formerly known as Triden Corporation Limited and changed its name to Macquarie Goodman Management Ltd. and then to Goodman Group in July 2007. Goodman Group is based in Sydney, Australia.
MacArthurCook Property Securties Fund	MacArthurCook Property Securties Fund is a close-ended fund of funds launched by MacArthurCook Ltd. The fund is managed by MacarthurCook Fund Management Limited. It invests in the funds investing in the real estate sector including unlisted property trusts/syndicates, wholesale property funds, listed property trust, listed property-related companies, and cash and fixed interest securities. The fund employs a fundamental analysis with a bottom-up stock picking approach focusing on factors such as skills of manager, quality of fund, quality of properties, debt management skills and commitment to income growth, financial strength, proven management, and business model strength to create its portfolio. It benchmarks the performance of its portfolio against the S&P/ASX200 Property Trust Accumulation Index. The fund conducts in-house research to make its investments. MacArthurcook Property Securties Fund is domiciled in Australia.
APN Property Group Limited	APN Property Group Limited operates as a real estate investment fund manager primarily in Australia, Europe, and Asia. It manages real estate and real estate securities on behalf of institutions, superannuation funds, and individual investors. The company, through its subsidiary, APN Funds Management Limited, manages 20 funds, including domestic and international property securities, direct property, private, and listed funds. APN Property Group Limited was founded in 1996 and is headquartered in Melbourne, Australia.
Centuria Capital Limited	Centuria Capital Limited, a diversified funds manager, provides property funds and financial services in Australia. Its Centuria Life segment is engaged in the management of Benefit Funds. The company's Benefit Funds segment provides a range of financial products, including single and multi-premium investments. Its Insurances segment is involved in general, home and contents, motor vehicle, and travel insurance agency business. The company's Residential Mortgages segment offers debt funding secured by first mortgages over residential property. Its Other segment is involved in commercial mortgages, mortgageport, and property investments activities. The company's Property Funds Management segment is engaged in the management of Centuria Property Funds Limited and Centuria Strategic Property Limited. The company also markets and manages investment products, including friendly society investment bonds and property investment funds. Centuria Capital Limited is headquartered in Sydney, Australia.

Appendix D – Target companies

Company	Description
Tier 1 – Management businesses
Kiwi Income Properties Limited	Kiwi Income Properties Limited creates and manages a diversified portfolio of prime office, retail, and industrial assets. It invests in properties located in New Zealand. The firm operates as a subsidiary of Colonial First State Property Trust Group.
360 Capital Group Limited	360 Capital Group Limited is a real estate investment firm based in Sydney, Australia. As of October 2, 2013, 360 Capital Group Limited operates as a subsidiary of Trafalgar Corporate Group Ltd. Its investment portfolio primarily comprises office and industrial properties located in Western Australia.
CFS Retail Property Trust	CFS Retail Property Trust Group is an equity real estate investment trust launched by Commonwealth Managed Investments Limited. The fund is managed by Colonial First State Property Retail Pty Limited. The fund invests in the real estate markets of Australia. It makes investments in retail assets primarily in shopping centers and retail outlet centers. The fund benchmarks its performance against UBS Retail 200 Property Accumulation Index. It was formerly known as CFS Retail Property Trust 1. CFS Retail Property Trust Group was formed in 1994 and is domiciled in Australia.
Austrock Property Funds Management Limited	Austock Property Funds Management Limited is a privately owned investment manager. The firm manages property funds including a mix of listed property, wholesale property, and unlisted retail property funds for its clients. It invests in the public equity and real estate markets of Australia. Austock Property Funds Management Limited was founded in 2004 and is based in Melbourne, Australia.
Orchard Capital Investments Ltd (nka Arena Investment Management)	Morgan Stanley's Real Estate Fund VII Global, fund managed by Morgan Stanley Real Estate Fund, Inc. acquired Arena Investmet Management from Orchard Funds Limited. Arena Investment Management engages in the management of a diverse range of commerical property assets including 1 REIT, 4 unlisted manages investment shcemes and 2 joint venture vehicles.
Centro Services Business	Centro Services Business mainly engaged in the provision of management, development, leasing and funds management services to the Cento Properties Group (nka CNPR Limited). CNPR Limited engages in the ownership, development, and management of retail shopping centers in Australia, New Zealand, and the United States. It operates a portfolio of retail assets, including regional, sub-regional, neighborhood, and bulky goods shopping centers in metropolitan and non-metropolitan markets in Australia and New Zealand. In the United States, the company manages community, neighborhood, mall, and big box retail shopping centers primarily located in suburban areas.
ING Healthcare	APN Property Group Limited (ASX: APD) completed the acquisition of 67.5% stake in ING Healthcare Pty Ltd from ING Management Ltd, Miles Wentworth and Chris Adams on August 12, 2011. ING Healthcare Pty Ltd mainly engages in the management of hospital assets in Queensland and Victoria.
Valad Property Group	Valad Property Group engages in the ownership of property, as well as in the investment and management of property funds in Australia. It invests, leases, or sells property and development assets. The company also manages a range of funds, such as stable passive income property funds and high-yield specialized development funds. Valad Property Group, through Valad Property Trust, invests in premium office properties and bulky goods retail properties, as well as holds portfolio of self-storage assets. As of June 30, 2005, it owned 58 properties. The company was co-founded by Stephen Day and Barry Wynne in 1995. Valad Property Group is based in Sydney, Australia. As of August 26, 2011, Valad Property Group operates as a subsidiary of Blackstone Real Estate Advisors.
Trinity wholesale funds management business	Trinity Funds Management Limited and Certain Assets of Trinity Funds Management Services Pty Ltd represent the combined operations of Trinity Funds Management Limited and Certain Assets of Trinity Funds Management Services Pty Ltd in their sale to Lasalle Investment Management Inc. As of August 1, 2011, Trinity Funds Management Limited and certain assets of Trinity Funds Management Services Pty Ltd. were acquired by LaSalle Investment Management Inc. Trinity Funds Management Limited operates as a property trust manager and Certain Assets of Trinity Funds Management Services Pty Ltd comprises wholesale funds management business. Trinity Funds Management Limited is based in Brisbane, Australia.
DB RREEF	Dexus Property Group (ASX: DRT) acquired the remaining 50% stake in DB RREEF Funds Management Ltd. from Deutsche Bank on February 21, 2008 for AUD 130 million. The acquisition has been funded utilising existing debt facilities. DEXUS Property Group owns, manages, and develops office, industrial, and retail properties in Australia, New Zealand, the United States, France, Germany, and Canada. It also develops and manages office, industrial, and retail properties on behalf of third party investors.
Tier 2 – Management rights
Commonwealth Property Office Fund	Commonwealth Property Office Fund is a REIT launched by Commonwealth Managed Investments Limited. The REIT is managed by Colonial First State Property Limited. It invests in prime quality office buildings located in central business district and major suburban markets of Australia. The REIT benchmarks the performance of its portfolio against the UBS Commercial 200 Accumulation Index and the S&P/ASX 200 Property Trust Accumulation Index. Commonwealth Property Office Fund was formed in April, 1999 is domiciled in Australia.

PFA Diversified Property Trust	PFA Diversified Property Trust is an unlisted property fund with a portfolio of office and retail properties and diversified across geographic locations all around Australia.
ING Industrial Fund	ING Industrial Fund invests in real estate primarily in Australia, Canada, and western Europe. The company also involves in property development. Its property portfolio includes business parks, campus, distribution centers, business centers, industrial estates, and logistics parks. The company holds a 50% interest in approximately 450 properties located in Canada, and owns approximately 70 properties located in Australia and Europe. ING Industrial Fund is based in Sydney, Australia.
Becton Investment Management Limited	360 Capital Group Limited entered into a conditional agreement to acquire Becton Investment Management Ltd from Becton Property Group Limited (ASX: BEC) on October 6, 2010. As reported under the terms of the agreement, 360 Capital will make upfront initial cash payment and has agreed for revenue share agreement over next three years. Becton Investment Management Ltd's employees will also be transferred as part of the agreement. Becton Property Group Limited engages in the development and construction of properties in Australia. It primarily develops commercial, residential, and hotel properties.
Westpac Office Trust (nka Mirvac Office Trust)	Westpac Office Trust's assets were comprised of the Westpac head office located at 275 Kent Street and the Woolworths head office at Norwest Business park. management was internalised from Westpac Property Trust ("WPT") and replaced with Westpac Investment Properties Limited ("WIPL"), owned by unit holders of the trust and not by Westpac Banking Corporation.
Macquarie Group (real estate management platform)	MOML and MCML and MDPML and MASL and MREEL represents the combined operations of Macquarie Office Management Limited, Macquarie CountryWide Management Limited, Macquarie Direct Property Management Limited, Macquarie Asset Services Limited, and Macquarie Real Estate Europe Limited in their sale to Charter Hall Group. As of March 1, 2010, MOML and MCML and MDPML and MASL and MREEL were acquired by Charter Hall Group. Macquarie Office Management Limited manages the activities of Macquarie Office Trust. Macquarie CountryWide Management Limited manages the Macquarie CountryWide Trust. Macquarie Real Estate Europe Limited and Macquarie Direct Property Management Limited provides fund management services. Macquarie Asset Services Limited provides asset management services. Macquarie Real Estate Europe Limited is based in London, United Kingdom. Macquarie Direct Property Management Limited is based in Australia. Macquarie Office Management Limited, Macquarie CountryWide Management Limited, and Macquarie Asset Services Limited are based in Sydney, Australia.
Macquirie Leisure Management Limited	Macquarie Leisure Management Ltd. (MLML) provides general management services to The Macquarie Leisure Trust Group. The company offers strategic planning, risk management, and investor communications services. In addition, it raises equity and debt and buys and sells properties for the Macquarie Leisure Trust Group. MLML is based in Milsons Point, Australia. Ardent Leisure Management Limited was formerly known as Macquarie Leisure Management Ltd. As a result of the acquisition of Macquarie Leisure Management Ltd. by Macquarie Leisure Operations Ltd., Macquarie Leisure Management Ltd.'s name was changed. As of August 27, 2009, Ardent Leisure Management Limited operates as a subsidiary of Macquarie Leisure Operations Ltd.
Orchard Industrial Property Fund	Growthpoint Properties Australia is an REIT fund launched and managed by Growthpoint Properties Australia Limited. The fund invests in the real estate markets of Australia. It primarily invests in income producing industrial property including traditional assets in the retail, office, and industrial sectors; and in a range of non traditional property assets, such as childcare centers, medical centers, and hospitals. The fund was previously known as Orchard Industrial Property Fund. Growthpoint Properties Australia was formed on June 20, 2006 and is domiciled in Australia.
Babcock & Brown Japan Property Trust	Astro Japan Property Trust is a real estate investment trust launched and managed by Babcock & Brown Japan Property Management Limited. The trust is co-managed by Spring Investment Co., Ltd. It invests in real estate markets of Japan. The trust primarily engages in investment in properties. It's portfolio comprises of office, retail, and residential properties. The trust was formerly known as Astro Japan Property Trust. Astro Japan Property Trust was founded on January 31, 2005 and is based in Sydney, Australia.
GEO Property Trust	GEO Property Trust holds and invests in property assets, predominately in NSW and QLD in the industrial and retail sectors. Management was internalised from Octaviar Limited (previously known as MFS Limited)

Appendix E – Glossary

A\$ or \$	Australian dollar
Acquisitions	Each of the Brisbane Acquisition and the Funds Business Acquisition
Adelaide Trust	GDI Premium Office Trust
AFSL	Australian Financial Services Licence
A-REIT	Australian Real Estate Investment Trust
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited (ABN 98 008 624 691) or the market operated by it, as the context requires.
ATO	Australian Tax Office
AUM	Assets Under Management, being the dollar value of assets that is under management from time to time
Board	The boards of GDI PG and GDI FM
Board's List Invitation	The invitation under the Offer Document to investors nominated by the Board of GDI Property Group and certain other investors to participate in the Board's List Offer on a firm basis up to the amount nominated by the Board,as described in Section 10.8.2 of the Offer Document.
Board's List Offer	The Board's List Invitation under the Offer Document, as described in Section 10.8.2 of the Offer Document.
Broker Firm Offer	The invitation under this Offer Document to Retail Investors who have received a firm allocation of Stapled Securities from their broker, as described in Section 10.8.3 of the Offer Document.
Brisbane Acquisition	The proposed acquisition by GDI PT (through a sub-trust) of the Brisbane Property by the exercise of an option agreement on or about the date on which the Seed Trusts Restructure is implemented and Listing occurs.
Brisbane Property	The office property located at 307 Queen Street, Brisbane, Australia.
Business Sale and Purchase Agreement	The agreement entered into by the Vendors, GDI PG and others setting out the terms of the Funds Business Acquisition
CAGR	Compound annual growth rate
CAPM	Capital Asset Pricing Model
CBD	Central Business District
Continue	The process by which Seed Investors acquire Stapled Securities and cease to hold units in the Seed Trusts on completion of the Seed Trusts Restructure and the Rollover Offer.
Continuing Election	An election made by a Seed Investor to Continue.
Corporations Act	Corporations Act, 2001 (cth)
Custodian	The Trust Company (Australia) Limited (ACN 000 000 993)
DCF	Discounted cash flow
External Funds	Any external unlisted and unregistered property trusts operated by the Funds Business from time to time and on the implementation of the Transaction means the Non-Seed Trusts.
Exit/ing	The process for Seed Investors to cease to have Units in GDI Property Trust on completion of the Seed Trusts Restructure.
Exit Election	An election made by a Seed Investor to Exit.

Funds Business	The fund management business being conducted by the Partnership as at the date of the Offer Document being the business of managing External Funds which will be acquired by GDI PG and as at the date of the implementation of the Seed Trusts Restructure will consist of the Non-Seed Trusts.
Funds Business Acquisition	The proposed acquisition by GDI PG of all the Management Company Shares and the Funds Business on or about the date of the implementation of the Seed Trusts Restructure and the Listing
Future AUM	GDI group's assumptions of the new external trusts to be raised by GDI group
FY20XX	Fiscal year ending 30 June 20XX
GDI FM	GDI Funds Management Limited (ABN 34 107 354 003, AFSL 253142) as responsible entity for the GDI PT
GDI group	An unlisted property group in which the Partnership operates the Fund Business and which also comprises the GDI FM and a number of wholly-owned companies acting as trustees of the External Funds. Under the Funds Business Acquisition, the Vendors will sell the Funds Business and the Management Companies to GDI Property Group
GDI PG	GDI Property Group Limited (ACN 166 479 189)
GDI PT	GDI Property Trust (ARSN 166 598 161)
GDI Property Group	With effect from the implementation of the Transaction, the newly formed stapled group comprising GDI PT and GDI PG and their controlled entities.
GDI Projections	Cash flow model for GDI projected for the period from 1 July 2013 to 30 June 2017
Gearing	Drawn borrowings under the Debt Facility les cash, divided by Total Tangible Assets less cash
General Offer	The offer under the Offer Document to Retail Investors.
GFC	Global Financial Crisis
Grant Thornton Corporate Finance	Grant Thornton Corporate Finance Pty Ltd (ACN 003 265 987)
Guarantee	Includes the rental guarantee for vacancies relating to the Sydney Property and Brisbane Property plus prepaid existing tenant incentives for the Sydney Property and Brisbane Property.
High Net Worth (HNW) investors	An investor who either has over \$2,500,000 in net assets or has had a gross income of \$250,000 for each of the last two financial years as confirmed by an accountant's certificate not more than two years old.
Initial Investor	GDI Capital Pty Limited (ACN115 253 159) as the initial investor in GDI Premium Office Trust, and GDI Investor Pty Limited (ACN141 853 410) as the initial investor in GDI No.34 Sydney CBD Office Trust and GDI No.35 Perth Prime CBD Office Trust.
Institutional Investor	Persons who are:  persons in Australia who are wholesale clients under section 761G of the Corporations Act and either "professional investors" or "sophisticated investors" under sections 708(11), 708(8) and 761G of the Corporations Act. of the Corporations Act, and in New Zealand to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money, pursuant to section 3(2)(a)(ii) of the Securities Act 1978 (NZ), and in either case who are not US Persons and are not acting for the account or benefit of US Persons;  institutional investors in certain other jurisdictions, as agreed by GDI Property Group and Credit Suisse (Australia) Limited, to whom offers of Stapled Securities may lawfully be made without the need for a lodged or registered disclosure document or filing with, or approval by, any governmental agency (except one with which GDI Property Group is willing in its discretion to comply) and that are not US Persons and are not acting

	for the account or benefit of US Persons; and  such other persons as GDI Property Group and the Lead Manager may agree to be Institutional Investors.
Institutional Offer	The offer under this Offer Document to certain Institutional Investors to apply for Stapled Securities.
KIPL	Kiwi Income Properties Limited
KIPT	Kiwi Income Property Trust
Listing	Official quotation of the Stapled Securities on ASX and commencement of unconditional trading of the Stapled Securities on ASX.
Management Management Companies	The management of GDI group  GDI FM (ABN 34 107 354 003)  GDI Investment Management Pty Limited (previously known as GDI Property Group Pty Limited) (ABN 36 126 353 820)
Management Company Shares	and their wholly owned subsidiaries All the shares on issue in the Management Companies
NAV or Net Asset Value	The sum total of the book value of NTA and book value of intangibles
Net Rental Income	Gross rental income less non-recoverable outgoings
NSW	New South Wales
NLA or Net Lettable Area	Total lettable floor area less common areas, in square metres
Non Seed Investors	Unitholders in the Non-Seed Trusts
Non-Seed Trusts	The following External Funds:  GDI No 36 Perth CBD Office Trust;  GDI No 29 GDI Office Fund;  GDI No 33 Brisbane Office Trust;  GDI No 27 Total Return Fund; and  GDI Income Property Fund no 28.
Offer	The Public Offer, the Rollover Offer and the Vendor's Offer under (and as contemplated by) the Offer Document
Offer Document	The document being a prospectus for the purpose of Chapter 6D of the Corporations Act and a product disclosure statement for the purposes of Part 7.9 of the Corporation Act issued by GDI FM as responsible entity of GDI PT and GDI PG in its own capacity.
Offer Document Date	The date of the Offer Document, being the date that the Offer Document was lodged with ASIC.
Offer Price	Fixed price of \$1.00 per Stapled Security Gillard GDI Pty Limited (ACN 131 602 750) as trustee for Gillard GDI Trust
Partnership	(ABN 31 912 345 446) and Veale GDI Pty Limited (ACN 131 602 929) as trustee for Veale GDITrust (ABN 58 378 631 146), (as partners of GDI Property Group Partnership ABN 66 769 561 310).
Perth Trust	GDI No.35 Perth Prime Office CBD Office Trust
Portfolio	The portfolio of properties owned by GDI Property Group from time to time and on the implementation of the Transaction means the portfolio comprising the Properties.
Public Offer	The Board's List Offer, the Broker Firm Offer, the General Offer and the Institutional Offer.
REIT	Real Estate Investment Trust
RG 111	ASIC Regulatory Statement 111 "Content of expert reports"
RG 112	ASIC Regulatory Statement 112 "Independence of experts"
Rollover Offer	The offer under the Offer Document to Seed Investors to make a Continuing Election or an Exit Election.
Seed Investor	A unitholder in the Seed Trusts prior to the implementation of the Transaction.
Seed Trust	Each of the Perth Trust, the Sydney Trust and the Adelaide Trust.

	The trust deeds establishing each of the Seed Trusts as amended from time to
Seed Trust Deeds	time.
Seed Trustees	In relation to the Perth Trust, GDI No.35 Pty Limited (ACN 147 938 896) and in relation to each of the Sydney Trust and the Adelaide Trust, GDI FM. The proposal intended to facilitate the Listing involving the proposed acquisition by GDI PT of all of the units in the Seed Trusts, which will be effected by the
Seed Trusts Restructure	transfer of each Seed Investor's units in the relevant Seed Trusts to the GDI PT in exchange for the issue of units in GDI PT. The linking together of securities so that one security may not be issued,
Stapled/ Stapling	transferred or otherwise dealt with without a corresponding and simultaneous issue, transfer or dealing of the other securities and which securities are quoted on ASX jointly as a "stapled security" or such other term as ASX permits.
Stapled Entity	Each of GDI PG and GDI PT (or where the context requires, the GDI FM).
Stapled Security	A stapled security in GDI Property Group comprising one Unit and one Share stapled together
Sydney Trust	GDI No.34 Sydney CBD Office Trust
Transaction	The Seed Trusts Restructure, the Acquisitions and the Offer. Has the meaning given by Regulation S under the US Securities Act.
US Persons	U.S. Securities Act of 1933, as amended.
U.S. Securities Act	Each of:
Vendors	 Gillard GDI Pty Limited (ACN 131 602 750) as trustee for Gillard GDI Trust (ABN 31912 345 446) and Veale GDI Pty Limited (ACN 131 602 929) as trustee for Veale GDI Trust (ABN 58 378 631 146), (as partners of GDI Property Group Partnership ABN 66 769 561 310);  Flanard Investments Pty Limited (ABN 48 131 603 462); and  Kindol Pty Limited (ABN 90 003 640 266) as trustee for the Parris Investment Trust.
Vendor's Offer	The offer or issue of Stapled Securities to the Vendors as consideration for the acquisition of the Funds Business and the Management Company Shares under the Funds Business Acquisition.
Weighted Average Lease Expiry (WALE)	The average lease term remaining to expiry across the Portfolio or Property, weighted by NLA or as noted.

Application Form

Corporate directory

Company address

Level 23, 56 Pitt Street Sydney NSW 2000

Key contact details

Australian Legal Advisor

King & Wood Mallesons Level 61, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

Lead Manager, Underwriter and Financial Advisor

Credit Suisse (Australia) Limited Level 31, Gateway 1 Macquarie Place Sydney NSW 2000

Investigating Accountant

Telephone: 02 9223 4222 Fax: 02 9252 4821

Hall Chadwick 31 Market Street Sydney NSW 2000

Auditor

Hall Chadwick 31 Market Street Sydney NSW 2000

Registry

Link Market Services 1A Homebush Bay Drive Rhodes NSW 2138