GDI PROPERTY GROUP - Governance Information 2017

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ASX ANNOUNCEMENT

19 JUNE 2017

GDI PROPERTY TRUST CONSOLIDATED AMENDED CONSTITUTION

Pursuant to Listing Rule 15.4.2, GDI Property Group[1] announces that the constitution of GDI Property Trust (ARSN 166 598 161) (“GDIPT”) has been amended to enable GDIPT to apply the new income tax regime for managed investment trusts that was recently enacted under the Tax Laws Amendment (New Tax System for Managed Investment Trusts) Act 2016 (Cth) .

The revised consolidated constitution of GDIPT is attached.

Media Enquiries: Steve Gillard Managing Director +61 2 9223 4222 [email protected]

David Williams Chief Financial Officer +61 2 9223 4222 [email protected]

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

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Consolidated Constitution of GDI Property Trust

GDI Funds Management Limited ACN 107 354 003 (“Trustee”)

This document is a consolidated copy of the Constitution dated 4 November 2013 (“ Original Constitution ”) as amended by the Supplemental Deed dated 18 November 2013 and the Second supplemental deed dated 19 June 2017.

This is not a legally binding document. Reference should be made to the Original Constitution and the amending deed for the operative provisions. Section headings and indices do not form part of the text.

King & Wood Mallesons

Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.kwm.com

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Consolidated Constitution of GDI Property Trust Contents

Details		1
General terms		2
1	Definitions and interpretation	2
1.1	Definitions	2
1.2	Interpretation	11
1.3	Other documents	12
1.4	Constitution legally binding	12
1.5	Corporations Act prevails to the extent of inconsistency	12
1.6	Other restrictions and obligations excluded	13
1.7	Severance	13
1.8	Governing law	13
1.9	Schedule	13
2	Name of Trust	13
2.1	Name	13
2.2	Change of Trustee	13
3	Assets held on trust	13
3.1	Declaration of trust	13
3.2	Holding property separately	13
3.3	Mixing when not registered	14
4	Units	14
4.1	Nature of Units	14
4.2	Interest in Assets	14
4.3	Units and Classes of Units	14
4.4	Change of Class	14
4.5	Rights attaching to Units	14
4.6	Fractions of Units	15
4.7	Treatment of fractions	15
4.8	Income entitlement of Units	15
5	Options	15
5.1	Options	15
5.2	Terms of Options while a Registered Scheme	16
5.3	Other jurisdictions	16
5.4	Exercise of Options	16
5.5	Lapse of Options	16
6	Financial Instruments	16
6.1	Issue of Financial Instruments	16
6.2	Rights of Financial Instrument Holders	16
7	Partly Paid Units	17
7.1	Payment of Application Price by instalments	17
7.2	Variation or waiver of terms	17

Consolidated Constitution of GDI Property Trust

7.3	On termination	17
7.4	Notice of instalments	17
7.5	Failure to pay instalments	18
7.6	Forfeiture	18
7.7	Cancelling forfeiture	18
7.8	Record of forfeiture	18
7.9	Balance to former holder	18
7.10	Price of forfeited Units	18
7.11	Rights and obligations of former holder	19
7.12	Evidence of forfeiture	19
7.13	Transfer of forfeited Unit	19
7.14	Entitlement to distributions	19
7.15	Joint holders	19
8	Transfer, transmission and joint holders	19
8.1	Transfer of Relevant Securities	19
8.2	Transfer if not Officially Quoted	19
8.3	Transfer if Officially Quoted	20
8.4	When transfer is effective	20
8.5	Trustee may request holding lock or refuse to register transfer	20
8.6	Trustee must request holding lock or refuse to register
	transfer	20
8.7	Notice of holding locks and refusal to register transfer	21
8.8	Joint tenancy	21
8.9	Transmission on death	21
8.10	Information given by personal representative	21
8.11	Death of joint owner	22
8.12	Transmission on bankruptcy	22
8.13	Transmission on mental incapacity	22
9	Application Price for Units	22
9.1	Application Price	22
9.2	Time for calculation	23
9.3	Rounding	23
9.4	Pro rata rights issues	23
9.5	Terms of pro rata issues	24
9.6	Placements and security purchase plan while Listed	24
9.7	Reinvestment while Listed	24
9.8	Reinvestment while not Listed	25
10	Application procedure	25
10.1	Application form	25
10.2	Payment	25
10.3	Trustee may reject	25
10.4	Minimum amounts	25
10.5	Issue date	26
10.6	Uncleared funds	26
11	Redemption Price of Units	26
11.1	Redemption Price	26
11.2	Time for calculation	26
11.3	Rounding	27
12	Redemption procedures	27
12.1	While Officially Quoted	27

Consolidated Constitution of GDI Property Trust

12.2	Request for redemption	27
12.3	Request may not be withdrawn	27
12.4	When Trust is Liquid or not a Registered Scheme	27
12.5	Trustee may redeem	28
12.6	Delayed payment	28
12.7	Minimum holding	28
12.8	Increased minimum	29
12.9	Payment from the Assets	29
12.10	While Trust is not Liquid	29
12.11	Trustee not obliged	29
12.12	Cancellation of withdrawal offer	29
12.13	Treatment of request	29
12.14	Sums owed to Trustee	29
12.15	When Units are redeemed	29
12.16	Buy backs	30
12.17	While Officially Quoted	30
13	Valuation of assets and accounts, audit and reports	30
13.1	Periodic valuations	30
13.2	Net Asset Value	31
13.3	Valuation methods	31
13.4	Currency conversion	31
13.5	Accounts, audit and reports	31
14	Restructure, Stapling Provisions and Reorganisation Proposals	31
14.1	Restructure powers for the IPO Proposal	31
14.2	Stapling	33
14.3	Stapling Provisions	33
14.4	Power to enter into Reorganisation Proposals	33
14.5	Partly Paid Units	34
14.6	Power to give effect to the IPO Proposal, the Stapling
	Provisions and Reorganisation Proposals	34
14.7	Specific Powers	35
14.8	Appointment of Trustee as agent and attorney	35
14.9	Liability of Trustee	35
14.10	Paramountcy of provision	36
15	Income and distributions to Members	36
15.1	Standing principles for determining Distributable Income	36
15.2	Standing principles for periods where the Trust is an AMIT	36
15.3	Determination of Distributable Income	36
15.4	Accounting standards	37
15.5	Power to accumulate or defer amounts	37
15.6	Income Distributions	38
15.7	Present entitlement	39
15.8	Indefeasibility	39
15.9	Distribution of income	39
15.10	Separate accounts	39
15.11	Position on transfer of Units	39
15.12	Deductions from Distributable Income	40
15.13	Fractions	40
15.14	Classification of items	40
15.15	Attribution under AMIT Regime – basis for attribution	40
15.16	Attribution under AMIT Regime – Member objections	41
15.17	AMIT Regime Unders/Overs	41

Consolidated Constitution of GDI Property Trust

iii

15.18	AMIT Regime – exercise of Trustee’s powers	41
15.19	Availability of reinvestment	42
15.20	Terms of reinvestment	42
15.21	Issue date	42
15.22	Liability	42
15.23	Other distributions	42
15.24	Member may direct	42
15.25	Partly Paid Units	42
16	Payments	43
16.1	Payment method	43
16.2	Cheques	43
16.3	Electronic transfers	43
16.4	Rounding	43
16.5	Transfer of Assets	43
16.6	Joint Relevant Security Holders	44
16.7	Deduction of Tax or amounts owing	44
17	Powers of the Trustee	44
17.1	General powers	44
17.2	Contracting and borrowing powers	44
17.3	Investment and lending powers	44
17.4	Power of delegation	45
17.5	Terms of delegation	45
17.6	Delegate may be an associate	45
17.7	Exercise of discretion	45
17.8	Underwriting	45
17.9	Voting	45
17.10	Credit Rating	45
18	Retirement of Trustee	46
18.1	While a Registered Scheme	46
18.2	While not a Registered Scheme	46
18.3	New Trustee	46
18.4	Release	46
19	Notices to Relevant Security Holders	46
19.1	Notice	46
19.2	Cheques	46
19.3	Joint Relevant Security Holders	47
19.4	When notice received	47
20	Notices to the Trustee	47
20.1	Form of notice	47
20.2	When notice received	47
20.3	Signature	47
21	Meetings of Members	47
21.1	Convening of meetings	47
21.2	Members’ request for meeting - not Registered Scheme	47
21.3	Members’ request for meeting - Registered Scheme	48
21.4	Notice period	48
21.5	Notice while Registered Scheme	48
21.6	Trustee may determine	48
21.7	Quorum	48

Consolidated Constitution of GDI Property Trust

21.8	No quorum	48
21.9	Chairman	48
21.10	Conduct of meeting	49
21.11	Adjournment	49
21.12	Postponement or cancellation	49
21.13	Voting - not a Registered Scheme	49
21.14	Voting - Registered Scheme	49
21.15	Proxies	49
21.16	Validity of proxy	49
21.17	Demand for a poll	49
21.18	Resolutions binding	49
21.19	Objection at meeting	50
21.20	Non-receipt	50
21.21	Option Holders and Financial Instrument Holders	50
21.22	Class meetings	50
22	Rights and liabilities of Trustee	50
22.1	Holding Units	50
22.2	Other capacities	50
22.3	Trustee may rely	50
23	Limitation of liability and indemnity in favour of Trustee	51
23.1	Limitation on Trustee’s liability	51
23.2	Liability while Trust is not a Registered Scheme	51
23.3	Liability limited to Assets	51
23.4	Indemnity in favour of Trustee	51
23.5	Liability for agents	51
23.6	Indemnity continues	51
23.7	Right of indemnity not affected by unrelated breach	51
24	Liability of Relevant Security Holders	52
24.1	Liability limited	52
24.2	Member need not indemnify	52
24.3	Tax or User Pays Fees	52
24.4	AMIT Indemnity	52
24.5	Joint Relevant Security Holders	52
24.6	Recourse	53
24.7	Restrictions	53
25	Remuneration and expenses of Trustee	53
25.1	Fees payable from the Assets	53
25.2	Fees subject to Corporations Act	53
25.3	Management fee	53
25.4	Deferral and waiver of fees	54
25.5	Expenses	54
25.6	GST	56
25.7	Input tax credits	57
25.8	Amendment of certain provisions is contemplated	57
26	Duration of the Trust	57
26.1	Initial settlement and the Settlement Sum	57
26.2	Termination	58
26.3	Change in taxation	58
26.4	Restriction on issue and redemption of Units	58

Consolidated Constitution of GDI Property Trust

27	Procedure on termination	58
27.1	Realisation of Assets and payment of expenses	58
27.2	Auditor and liquidator	59
27.3	Distribution following termination	59
27.4	Provisions continue to apply	60
28	Amendments to this constitution	60
28.1	Trustee may amend	60
28.2	While not a Registered Scheme	60
29	Regulatory provisions and paramountcy	61
29.1	Listing Rules	61
29.2	Corporations Act and ASIC Relief	61
29.3	Application of Corporations Act and Listing Rules	62
29.4	ASIC Class Orders	62
29.5	Paramountcy of provisions	62
30	Compliance committee	62
31	Complaints	62
32	Restricted Securities	63
32.1	Disposal of Restricted Securities	63
32.2	Restriction on distributions and voting rights	63
33	Small holdings	63
33.1	Application of this clause	63
33.2	Divestment Notice	64
33.3	Relevant Period	64
33.4	Trustee can sell Relevant Units	64
33.5	No obligation to sell	64
33.6	Trustee as Member’s attorney	64
33.7	Conclusive evidence	65
33.8	Registering the purchaser	65
33.9	Payment of proceeds	65
33.10	Costs	65
33.11	Remedy limited to damages	66
33.12	Dividends and voting suspended	66
33.13	Twelve month limit	66
33.14	Effect of takeover bid	66
33.15	Definitions	66
34	Security interests	67
34.1	Trustee determines when clause applies	67
34.2	Form of notice	67
34.3	Entry of Security Interests on the Register	67
34.4	Trustee not bound	67
34.5	Removal of Security Interests from the Register	67
34.6	Rights attaching to Units in respect of which a Security
	Interest is recorded	67
Schedule 1 - Stapling Provisions		69
Finding	list - Corporations Act	1

Consolidated Constitution of GDI Property Trust

Finding list - Listing Rules

Consolidated Constitution of GDI Property Trust

vii

Consolidated Constitution of GDI Property Trust Details

Trustee	Name	GDI Funds Management Limited
	ABN/ACN	107 354 003
	Address	Level 23, 56 Pitt Street
		Sydney NSW 2000
	Fax	(02) 9252 4821
	Attention	Company Secretary
Trust	GDI Property Trust	(ARSN 166 598 161)
Governing law	New South Wales
Date of deed	See Signing page

Consolidated Constitution of GDI Property Trust

Consolidated Constitution of GDI Property Trust General terms

This deed poll is declared by the Trustee to be the constitution of the GDI Property Trust.

1 Definitions and interpretation

1.1 Definitions

Terms defined in the Stapling Provisions have the same meanings when used in this constitution unless otherwise defined in this constitution.

In this constitution these words and phrases have the following meaning unless the contrary intention appears:

Accept means:

(a) in respect of an application for Units, the doing of any act by the Trustee or its agent that constitutes an acceptance of the application or evidence that the application has been accepted, including recording a determination or notifying the applicant that the application is accepted, or recording in the Register the issue of Units in response to the application;
(b) in respect of a request for redemption of Units by a Member, the doing of any act by the Trustee or its agent that constitutes an acceptance of the request or evidence that the request has been accepted, including notifying the Member or recording a determination that the request will be met in whole or in part, recording the redemption of Units in the Register or paying the redemption proceeds to or at the direction of the Member or former Member,

and Acceptance has a corresponding meaning.

Adelaide Trust means the GDI Premium Office Trust established under a trust deed dated 8 April 2009, as amended (also referred to as GDI number 32 trust).

Adelaide Trustee means the trustee of the Adelaide Trust at the relevant time.

AMIT means a trust which is an attribution managed investment trust under section 276-10 of the Tax Act.

AMIT Income Year means a year of income for the purposes of the Tax Act that the Trust is an AMIT.

AMIT Regime means the regime for the taxation of AMITs.

AMMA Statement has the meaning given to that phrase in section 276-460 of the Tax Act.

Application Price means the Unit price calculated in accordance with clause 9.

Applications Account means an account in which the Trustee or, if permitted, its agent holds money on trust for applicants for Units in accordance with section 1017E of the Corporations Act or otherwise.

Consolidated Constitution of GDI Property Trust

ASIC means the Australian Securities and Investments Commission or any regulatory body which replaces it or performs its functions.

ASIC Relief means an exemption or declaration granted by ASIC which gives relief from certain requirements of the Corporations Act.

Assets means all the property, rights and income of the Trust, but not application money or property in respect of which Units have not yet been issued, or Uncalled Amounts on Partly Paid Units. However, for the purpose of calculating Net Asset Value as used in the formulae in clauses 9.1(f) and 11.1, “Assets” includes amounts not yet paid in respect of Partly Paid Units whether or not those amounts have been called.

ASX means ASX Limited or the market operated by it as the context requires.

Attached Securities has the same meaning as in schedule 1.

Auditor means the auditor from time to time appointed by the Trustee to audit the Trust.

Business Day means while Units are not Officially Quoted, a day other than a Saturday or Sunday on which banks are open for general banking business in Sydney or, while Units are Officially Quoted, a day which is a Trading Day for the purposes of the Listing Rules.

Class means a class of Units.

Complaint means an expression of dissatisfaction made to the Trustee, related to its products or services, or the complaints handling process itself, where a response or resolution is explicitly or implicitly expected.

Compliance Committee Member means a member of a compliance committee established by the Trustee in connection with the Trust.

Consolidation or Division Proposal means a proposal to consolidate, divide or convert Relevant Securities in a ratio determined by the Trustee, including rounding of the number of Units as the Trustee determines.

Corporations Act means the Corporations Act 2001 (Cwlth), and a reference to the Corporations Act or a provision of it includes a reference to the Corporations Act or that provision as modified by any applicable ASIC Relief.

CS Facility has the same meaning as clearing and settlement facility in the Corporations Act.

CS Facility Operator means the operator of the CS Facility.

Custodian means a person holding or appointed to hold Assets as custodian for the Trustee.

Determined Member Component has the meaning given to that phrase in section 276-205 of the Tax Act.

Determined Trust Component has the meaning given to that phrase in section 276-255 of the Tax Act.

Distributable Income for a period is the amount determined by the Trustee under clause 15.3.

Distribution Calculation Date means the last day of each Financial Year and such other days as the Trustee designates.

Consolidated Constitution of GDI Property Trust

Distribution Period means:

(a) for the first distribution period, the period from the commencement of the Trust to the next Distribution Calculation Date;
(b) for the last distribution period, the period from the day after the preceding Distribution Calculation Date to the date of distribution on winding up of the Trust; and
(c) in all other circumstances, the period from the day after the preceding Distribution Calculation Date to the next occurring Distribution Calculation Date.

Escrow Period has the same meaning as in the Listing Rules.

Exchange Proposal means a proposal whereby a written offer to transfer or redeem some or all of their Units is made to Members or to specific Members in consideration of any or all of:

(a) the issue or transfer of units in another trust, or interests of whatever nature in or in relation to another entity;
(b) a cash payment; and
(c) a transfer of Assets.

Financial Instrument means an interest, right or instrument relating to the Trust (including a derivative, debenture, convertible note or other instrument of a debt, equity, quasi-debt, quasi-equity or hybrid nature) other than a Unit or Option.

Financial Instrument Holder means the person Registered as the holder of a Financial Instrument (including persons registered jointly).

Financial Year means:

(a) for the first financial year, the period from the date the Trust commences to the next Financial Year Termination Date;
(b) for the last financial year, the period from the day after the preceding Financial Year Termination Date to the date of distribution on winding up of the Trust; and
(c) in all other circumstances, the period from the day after the preceding Financial Year Termination Date to the next occurring Financial Year Termination Date,

but the application of this definition for the purposes of calculating distributions from the Trust and preparing the income tax return for the Trust does not affect the Trustee's determination as to the financial year of the Trust for the purposes of preparing accounts and lodging returns required for registered schemes under the Corporations Act.

Financial Year Termination Date means:

(a) 30 June, or, if the Trust is granted a substituted accounting period by the Commissioner of Taxation for the purposes of the Tax Act, the last date of that substituted accounting period; and
(b) if applicable, the day on which the Trust becomes a “subsidiary member” of a “consolidated group” or “consolidatable group” (as defined in the Tax Act); and

Consolidated Constitution of GDI Property Trust

(c) if applicable, the day on which the Trust ceases to be a “subsidiary member” of a “consolidated group” or “consolidatable group” (as defined in the Tax Act).

First Offer Document for Stapled Securities has the same meaning as in Schedule 1.

Fully Paid Unit means a Unit on which the Application Price has been fully paid.

Group has the same meaning as in schedule 1.

GST means a goods and services tax, value added tax, consumption tax or a similar tax or a tax on services only.

Implementation Deed means the agreement among the Trustee, the Stapled Company, Perth Trustee, Sydney Trustee, Adelaide Trustee and GDI Property Group Pty Limited and others in relation to the implementation of the IPO Proposal.

Income Distribution means in respect of a Member and a Distribution Period, the amount calculated in respect of the Member under clause 15.6.

Initial Unitholders means the persons to whom the Trustee issues Units under clause 14.1(b) or, if the Trustee determines not to exercise its powers under clause 14.1, any person or persons to whom the Trustee issues Units on the first day on which any Units are issued.

IPO Proposal means the proposal for the Trust to be registered as a managed investment scheme, for it to acquire the Perth Trust, the Sydney Trust and the Adelaide Trust, for Units to be Stapled to shares in the Stapled Company (which will undertake a corporate reorganisation of the existing GDI group, including acquiring directly or indirectly the shares in the Trustee), for Stapled Securities to be issued under the First Offer Document for Stapled Securities, and for the stapled group to be listed on ASX.

IPO Subscribers has the meaning give in clause 14.1(d).

Liabilities means all present liabilities of the Trust including:

(a) any provision taken into account in determining the liabilities of the Trust;
(b) proceeds of redemption of Units which have not yet been paid; and
(c) any amounts required to be distributed to Members under clause 15 which have not yet been distributed (which may, in the case of Income Distributions, be the Trustee’s reasonable estimate of the amount during the intervening period between the end of a Distribution Period and the determination of the amount of the Income Distribution for the Distribution Period),

but not liabilities:

(d) to applicants for Units in respect of application money or property in respect of which Units have not yet been issued; or
(e) to Members, arising by virtue of the right of Members to request redemption of their Units (where the Units have not yet been redeemed) or to participate in the distribution of the Assets on winding up of the Trust.

Consolidated Constitution of GDI Property Trust

Liquid has the same meaning as in the Corporations Act.

Listed means admitted to the Official List and Listing has a corresponding meaning.

Listing Rules means the listing rules of ASX and any other applicable rules of ASX modified to the extent of any express written waiver by ASX.

Management Services Agreement means an agreement that may be entered into between the Trustee as trustee or responsible entity of the trust and the Manager relating to management services provided by the Manager for the benefit of the Trust.

Manager means GDI Property Group Pty Limited ACN 126 353 820 or any other entity nominated by the Trustee to provide management services.

Market Price of a Unit on a particular day is:

(a) the weighted average VWAP for the Unit for each of the 10 Trading Days immediately before the relevant day (whether or not a sale was recorded on any particular day);
(b) the price obtained pursuant to a bookbuild arranged by a reputable investment bank with experience in arranging bookbuilds in the Australian equity market, provided that the Auditor has provided written certification that the bookbuild was conducted in accordance with normal market standards; or
(c) if:
(i) in the case of paragraph (a), Units have not been Officially Quoted for at least 10 consecutive Trading Days before the relevant day; or
(ii) in the case of paragraphs (a) or (b), in the Trustee’s opinion, a determination under paragraph (a) or (b) of this definition (as relevant) would not provide a fair reflection of the market value of the Unit having regard to the nature of the proposed offer of Units and the circumstances in which the proposed offer is made,

the price per unit determined by an adviser who:

(iii) is independent of the Trustee; and
(iv) has relevant market experience in determining the issue price of securities in circumstances similar to those in which the determination of the Market Price of a Unit is being made,

to be the fair market price of the Unit, having regard to:

(v) the nature of the proposed offer of Units for which purpose the Market Price of a Unit is being calculated;
(vi) the circumstances in which the proposed offer of Units will be made; and
(vii) the interests of Members generally, including balancing the dilutionary effect of any such issue against the desirability of a successful capital raising.

Consolidated Constitution of GDI Property Trust

Market Value of an Asset means (other than in clause 33.15):

(a) in the case of an Asset that is cash or a deposit with an Australian authorised deposit-taking institution, its face value plus any accrued interest;
(b) in the case of an Asset that is a financial product traded on a financial market, the latest closing price on that market that is readily available to the Trustee, unless:
(i) applicable accounting standards require the value to be a different amount (such as the bid price gross of transaction costs) in which case the value is that other amount; or
(ii) the Trustee reasonably believes that the closing price or the value under applicable accounting standards does not represent the true value of the Asset, in which case the value will be as determined by a Valuer at the expense of the Trust;
(c) in the case of an Asset that is an interest in a fund that is not listed or quoted for dealing on any financial market, the redemption price of the interest as last quoted by the manager, trustee or responsible entity of the fund plus any income entitlements accrued at that date as last advised by the manager, trustee or responsible entity. Where the fund is operated by the Trustee or a related body corporate of the Trustee, the redemption price of the interest (excluding any allowance for transaction costs) and the accumulated income entitlements must be determined in accordance with the constitution governing the fund;
(d) in the case of any other Asset, the value of the Asset determined in accordance with relevant accounting standards or, if the Trustee is of the opinion that such valuation does not truly reflect the value of the Asset, such value as last determined by a Valuer at the expense of the Trust.

Member means the Settlor, and any person Registered as the holder of a Unit that has not been redeemed (including persons jointly Registered) or otherwise stated to be a Member in accordance with clause 10.5 or any other provision of this constitution.

Member Component has the meaning given to that phrase in section 276-210 of the Tax Act.

Member Objection Choice means a choice made by a Member under the AMIT Regime for the Member’s Determined Member Component to be the Member’s Member Component, including a choice made by a Member under sub-section 276-205(5) of the Tax Act.

Net Asset Value means the value of the Assets calculated in accordance with clause 13 less the Liabilities.

Offer Document means a product disclosure statement or other offering document pursuant to which Units are offered for subscription, as amended, supplemented or replaced from time to time.

Official List means the official list of ASX as defined in the Listing Rules.

Officially Quoted means admitted to quotation by the ASX under the Listing Rules including, if quotation is suspended for a continuous period not exceeding 60 days, the period of suspension and Official Quotation has a corresponding meaning.

Consolidated Constitution of GDI Property Trust

Operating Rules means the operating rules of a CS Facility regulating the settlement, clearing and registration of uncertificated shares as amended from time to time (whether in respect of the Trust or generally).

Option means an option, on any terms, granted under this constitution to subscribe for unissued Units.

Option Holder means the person Registered in the Register of option holders.

Ordinary Resolution means a Resolution where the required majority is a simple majority.

Over has the meaning given to that term in section 276-345 of the Tax Act.

Partly Paid Unit means a Unit on which the Application Price has not been paid in full.

Perth Trust means the GDI No. 35 Perth Prime CBD Office Trust established under a trust deed dated 20 November 2011, as amended.

Perth Trustee means the trustee of the Perth Trust at the relevant time.

Quarter means each 3 month period ending on the Quarter End Date or such shorter period of time if the period ends on the date of Termination of this Trust, the date of retirement of the Trustee or date of final distribution on winding up of the Trust.

Quarter End Date: each 31 March, 30 June, 30 September and 31 December and if the effective date of termination of the Trust, retirement of the Trustee or date of final distribution on winding up of the Trust is another date, that date.

Ratings Agency means any internationally recognised ratings agency as determined by the Trustee.

Realisation Transaction means a transaction which enables all Members to realise all or a substantial portion of their investment in the Trust, including:

(a) a sell down of a substantial portion of the Units where all Members have the opportunity to participate in the sell down;
(b) a sale of substantial Assets where all Members have an opportunity to have their Units redeemed or transferred; or
(c) any other arrangement which has substantially the same economic effect as a transaction referred to in paragraph (a), (b) or (c).

Record Date means in relation to a Distribution Period:

(a) if the Distribution Period ends on the last day of a Financial Year, the last day of the Financial Year; and
(b) in all other circumstances, the date determined by the Trustee as the record date for that Distribution Period.

Redemption Price means the Unit price calculated in accordance with clause 11.

Register means the register of Members and, if relevant, Option Holders and Financial Instrument Holders that the Trustee keeps or causes to be kept.

Consolidated Constitution of GDI Property Trust

Registered means recorded in the Register and Registration has a corresponding meaning.

Registered Scheme means a trust which is registered with ASIC as a managed investment scheme under Chapter 5C of the Corporations Act.

Registrar means the body responsible for keeping the Register.

Relevant Security means a Unit, an Option or a Financial Instrument as appropriate.

Relevant Security Holder means a Member, an Option Holder or the person Registered in the Register as the holder of a Financial Instrument as appropriate.

Reorganisation Proposal means:

(a) any Realisation Transaction;
(b) a Consolidation or Division Proposal;
(c) a Stapling Proposal;
(d) a Top Hat Proposal;
(e) an Exchange Proposal; or
(f) any other proposal to reorganise or restructure the capital of the Trust and, if relevant, any Stapled Entity, in any way.

Resolution means:

(a) a resolution passed at a meeting of Members (or at a meeting of Members holding Units of a Class) in the Trust:
(i) on a show of hands, by the required majority of Members (or the Class) present in person or by proxy and voting on the show of hands; or
(ii) on a poll, by the required majority of votes cast by Members (or the Class) present in person or by proxy and voting on the poll; or
(b) unless the law requires otherwise, a resolution in writing signed by Members holding the required majority of the Units in the Trust (or in the Class).

Except where this constitution or any applicable law provides otherwise, the “required majority” is a simple majority of 50% of votes validly cast.

Restricted Securities has the same meaning as in the Listing Rules.

Retail Client has the same meaning as in the Corporations Act.

Security Interest means any interest granted by a Member to a third party in respect of the Member’s Units.

Security Interest Holder means a person whose Security Interest in Units is noted on the Register in accordance with a notice referred to in clause 34.2(a).

Settlement Sum means the sum of $100 which the Settlor contributes as property of the Trust under clause 26.1.

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Settlor means the person who pays the Settlement Sum to the Trustee to establish the Trust under clause 26.1.

Specified Time has the meaning set out in clause 7.5.

Stapled Company means GDI Property Group Limited ACN 166 479 189, and includes a reference to that company at a time when its shares are not Stapled to Units.

Stapled Entity has the same meaning as in schedule 1.

Stapled Security has the same meaning as in schedule 1.

Stapled Share means an ordinary share in the Stapled Company.

Stapling has the same meaning as in schedule 1.

Stapling Commencement Date means the most recent date on which the Trustee determines that the Stapling Provisions commence in accordance with clause 14.2.

Stapling Proposal means a proposal to cause the Stapling of any other securities or financial products to the Units (other than the Stapling Provisions governed by schedule 1).

Stapling Provisions means the provisions relating to Stapling in schedule 1, as applied under clause 14.3.

Sydney Trust means the trust established under the trust deed dated 9 June 2010, as amended.

Sydney Trustee means the trustee of Sydney Trust at the relevant time.

Tax means all kinds of taxes, duties, imposts, deductions and charges imposed by a government (including GST), together with interest and penalties.

Tax Act means the Income Tax Assessment Act 1936 (“ 1936 Act ”), the Income Tax Assessment Act 1997 (“ 1997 Act ”) or both the 1936 Act and the 1997 Act, as appropriate.

Top Hat Proposal means a proposal that each Member should exchange their Units for an equivalent value of units in the Top Trust.

Top Trust means a trust of which the Trustee is also the responsible entity or trustee, and of which the only assets will, following the implementation of the Top Hat Proposal, be all of the Units on issue at that time.

Trading Day has the same meaning as in the Listing Rules.

Transaction Costs means an amount determined by the Trustee as appropriate to factor into the Application Price or the Redemption Price to avoid an adverse impact on other Members holding Units arising from transaction expenses which would be incurred if an acquisition or disposal of Assets was carried out because of the issue or redemption of Units. Unless the Trustee otherwise determines (for example in a case where part or all of an application or redemption involves a transfer of property to or from the Trust), the amount is:

(a) when calculating the Application Price, the Trustee’s estimate of the total transaction costs of acquiring all of the Trust’s existing assets; and

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(b) when calculating the Redemption Price, the Trustee’s estimate of the total transaction costs of selling all of the Trust’s existing assets,

in each case reduced by the proportion that the Trusts’ total borrowings bears to the value of the Assets, and adjusted if appropriate for any effect of assets being held through subsidiaries of the Trust or other investment vehicles. In the case of issue of Units on reinvestment of distributions, transaction costs are zero.

Trust means the trust which is the subject of this constitution.

Trust Component has the meaning given to that phrase in section 276-260 of the Tax Act.

Trustee means:

(a) unless paragraph (b) applies, the person named in the Details as the trustee of the Trust (and any successor for the time being as trustee); and
(b) while the Trust is a Registered Scheme, the company which is registered with the ASIC as the responsible entity for the Trust under the Corporations Act.

Under has the meaning given to that term in section 276-345 of the Tax Act.

Unit means a unit in the Trust and, where the context permits, includes a Unit which is part of a Stapled Security.

User Pays Fees means any cost incurred in relation to:

(a) an entitlement to a payment or a payment to or from the Trust in respect of a Member; or
(b) anything a Member asks the Trustee to do or omit to do ,

which the Trustee considers should be borne by that Member.

Valuation Time means a time at which the Trustee calculates Net Asset Value.

Valuer means an independent qualified valuer appointed by the Trustee.

VWAP in respect of a Unit for a Trading Day, means the volume weighted average of the Unit prices for that Trading Day for all sales of Units recorded on ASX for the day. The Trustee may include, or may substitute, in VWAP calculations trading on another other financial market on which trading in Units is permitted. The Trustee may exclude sales that occur otherwise than in the ordinary course of trading on ASX or other financial market (such as special crossings, crossings prior to the commencement of normal trading, crossings during the closing phase and the after-hours adjust phase, overseas sales, sales pursuant to the exercise of options over Units and overnight crossings) and any other sales which the Trustee reasonably considers may not be fairly reflective of natural supply and demand.

1.2 Interpretation

Unless the contrary intention appears, in this constitution and any schedule:

(a) terms defined in the Corporations Act are used with their defined meaning;

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(b) provisions which are expressed to be “subject to the Corporations Act” are only subject to the provisions of that act while the Trust is a Registered Scheme;
(c) the word “law” includes common law, principles of equity and legislation and a reference to legislation includes regulations modified by applicable instruments under them and any variation or replacement of any of them;
(d) the singular includes the plural and vice versa;
(e) the meaning of general words is not limited by specific examples introduced by “including”, “for example” or “such as” or similar expressions;
(f) amend includes vary, delete or replace;
(g) person includes a firm, a body corporate, an unincorporated association and an authority;
(h) the cover page, contents, headings, footnotes, and finding lists are for convenience only and do not affect interpretation;
(i) a reference to a year (other than a Financial Year), quarter or month means a calendar year, calendar half-year, calendar quarter or calendar month respectively;
(j) a reference to a monetary amount is a reference to the currency of Australia unless otherwise specified;
(k) a reference to a document (including this constitution) includes any variation or replacement of it; and
(l) the word “present” in the context of a person being present at a meeting includes participating using technology approved by the Trustee for the purposes of the meeting.

1.3 Other documents

A document does not become part of this constitution by reason only of that document referring to this constitution or vice versa, or any electronic link between them.

1.4 Constitution legally binding

This constitution binds the Trustee, each present and future Member or other Relevant Security Holder and any person claiming through any of them in accordance with its terms as if they were a party to this constitution.

1.5 Corporations Act prevails to the extent of inconsistency

Despite anything in this constitution, while the Trust is a Registered Scheme, to the extent that a clause of this constitution is inconsistent with the provisions of the Corporations Act applicable to registered managed investment schemes, that provision is of no effect to the extent of the inconsistency, but not otherwise[1] .

1 ASIC RG 134.214

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1.6 Other restrictions and obligations excluded

To the maximum extent permitted by law, all restrictions on the exercise of the Trustee’s powers or obligations which might otherwise be implied or imposed by law are excluded, including any restriction or obligation of the Trustee in its capacity as trustee of the Trust arising under any legislation other than the Corporations Act .

1.7 Severance

If all or part of any provision of this constitution is void or invalid or would otherwise result in all or part of this constitution being void or invalid in a jurisdiction for any reason, then it is severed for that jurisdiction without affecting the validity or operation of any other provision of this constitution or of that provision in any other jurisdiction.

1.8 Governing law

This constitution is governed by the law in force in the place set out in the Details.

1.9 Schedule

Schedule 1 to this constitution is an operative part of it.

2 Name of Trust

2.1 Name

The Trust is called the GDI Property Trust or any other name as the Trustee determines.

2.2 Change of Trustee

If a Trustee retires or is removed, its successor as Trustee must, unless otherwise approved by the former Trustee, change the name of the Trust to a name that does not imply an association with the former Trustee or its business.

3 Assets held on trust

3.1 Declaration of trust

The Trustee declares that it will hold the Assets on trust for the Members and act in the interests of the Members on and subject to the terms of this constitution.[2]

3.2 Holding property separately

While the Trust is a Registered Scheme, any Assets held by the Trustee as responsible entity of the Trust must be clearly identified as property of the Trust and held separately from the assets of the Trustee and any other managed investment scheme if and to the extent that the Corporations Act so requires. Subject to the law, the Trustee may have Assets held by a Custodian.

2 See section 601FC(2).

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3.3 Mixing when not registered

While the Trust is not a Registered Scheme, the Trustee may mix the Assets with property and rights of any other person or trust.

4 Units

4.1 Nature of Units

(a) Subject to clause 4.1(b), the beneficial interest in the Trust is divided into Units.
(b) The Settlement Sum is to be held by the Trustee for the future benefit of persons who become Members holding Units in the Trust, and will become an Asset in which the Initial Unitholders have a beneficial interest in proportion to their Units upon the issue of Units to them. Until Units are issued to the Initial Unitholders, no person has a beneficial interest in the Settlement Sum.

4.2 Interest in Assets

(a) Subject to paragraph (b) and to any rights, obligations or restrictions attaching to any particular Unit, each Fully Paid Unit confers an equal undivided interest in the Assets as a whole, subject to the Liabilities. It does not confer an interest in a particular Asset. Unless this constitution states otherwise, a Partly Paid Unit confers an interest of the same nature but subject to the need to pay the amount remaining to be paid up on the Unit.
(b) Where Units are taken to be issued under clause 10.5 and the issue has not yet been recorded in the Register, the person to whom the Units are taken to have been issued has an interest of the kind referred to in paragraph (a) based on the net amount of application money that person has contributed to acquire the Units, divided by the relevant Application Price, whether or not the Application Price has been ascertained at that time.

4.3 Units and Classes of Units

The Trustee may issue Units of a single Class or different Classes, with different rights, obligations and restrictions as specified in their terms of issue. All Units in a Class rank equally. A separate Class does not constitute a separate trust.

4.4 Change of Class

The Trustee may by notice to a Member redesignate the Class of Units held by that Member. Without limiting clause15.8, a redesignation must not result in any defeasance of a Member’s existing entitlement to income or capital of the Trust.

If the fees under clause 25 applicable to the new Class into which the Units are to be redesignated are higher than the fees for the old Class, the Trustee may not exercise this power without first giving the Member 30 days’ notice of the proposed change and details of the higher fees.

4.5 Rights attaching to Units

A Member holds a Unit subject to the rights, restrictions and obligations attaching to that Unit.

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4.6 Fractions of Units

(a) Fractions of a Unit (calculated to 2 decimal places) may be issued by the Trustee but, while the Units are Officially Quoted, fractions of a Unit may not be issued.
(b) If any fractions of Units are on issue at a time when the Trust is to be Listed, the Trustee may cancel the fractions with effect from the date of Listing.
(c) While Units are Officially Quoted, where any calculation or action performed under this constitution or the terms of a withdrawal offer would result in the issue or redemption of a fraction of a Unit or would otherwise result in fractions of Units being on issue, the number of Units is, subject to this constitution, to be rounded down to the nearest whole Unit.
(d) Any excess application or other money or property which results from rounding under any provision of this constitution becomes an Asset of the Trust.

4.7 Treatment of fractions

The provisions of this constitution relating to Units and Members apply to fractions of Units in the proportion which the fraction bears to one Unit.

4.8 Income entitlement of Units

The Trustee may issue Units or Classes of Units on terms that the Units:

(a) participate fully for Distributable Income in respect of the Distribution Period in which they are issued; or
(b) do not entitle the holder of the Units to receive a distribution of Distributable Income in respect of the Distribution Period in which the Units are issued; or
(c) entitle the holders to receive Distributable Income in respect of the Distribution Period in which the Units are issued which is not greater than the proportion of the Distributable Income to which a Member holding a Fully Paid Unit during the whole of that Distribution Period would be entitled, multiplied by the number of days from the date of allotment of those Units to the end of that Distribution Period divided by the total number of days in that Distribution Period.

5 Options

5.1 Options

Subject to clause 5.2, the Trustee may create and issue Options on such terms and to any persons as the Trustee determines. An Option Holder holds an Option subject to the terms attaching to that Option. Options may be issued with Units or separately. A person becomes an Option Holder when their holding of Options is entered in the Register of Option Holders.

An offer of Options may be renounced in favour of another person unless it is expressed as non-renounceable. The terms of issue may allow the Trustee to buy back the Options.

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5.2 Terms of Options while a Registered Scheme

Subject to the Corporations Act (including the conditions of any applicable ASIC Relief) and the Listing Rules, while the Trust is a Registered Scheme, the Trustee may issue Options:

(a) for no consideration; and
(b) in the case of an offer which complies with the Listing Rules and any applicable ASIC Relief and is consistent with the principles set out in clause 9.4, on the basis that the exercise price for a Unit to be issued on exercise of the Option is the price determined by the Trustee, and otherwise as determined under clauses 9.1(f) or (g) as applicable.

5.3 Other jurisdictions

If the Trust is a Registered Scheme and the Trustee is making an offer of Options to Members which complies with the principles set out in clause 9.4, the Trustee is not required to offer Options to persons whose address on the Register is outside Australia in the circumstances permitted under the applicable ASIC Relief and, if relevant, the Listing Rules.

5.4 Exercise of Options

To exercise an Option, the Option Holder must give notice to the Trustee in accordance with the terms of the Option, together with payment of the exercise price. The Option Holder is entitled to subscribe for and be allotted the number of Units as the terms of the Option contemplate.

5.5 Lapse of Options

An Option lapses on the earliest of:

(a) the date stipulated in the terms of issue of the Option; or
(b) the termination of the Trust; or
(c) the winding up of the Trust,

and the liability of the Trustee ceases in respect of the Option.

6 Financial Instruments

6.1 Issue of Financial Instruments

Subject to the Corporations Act, the Trustee may issue Financial Instruments on any terms as the Trustee determines (including with preferred, deferred or other special rights, obligations or restrictions, with regard to distributions, voting, return of capital, payment of calls, redemption, conversions or otherwise).

6.2 Rights of Financial Instrument Holders

A Financial Instrument Holder holds a Financial Instrument subject to the terms attaching to that Financial Instrument. Subject to those terms and the Corporations Act:

(a) a Financial Instrument will not confer any interest in, or any right to participate in, the income or capital of the Trust and does not entitle the Financial Instrument Holder to any other rights of a Member; and

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(b) a Financial Instrument Holder who is not a Member may, with the Trustee’s consent, attend any meeting of Members but is not entitled to receive notice of or speak or vote at the meeting.

7 Partly Paid Units

7.1 Payment of Application Price by instalments

The Trustee may offer or issue Units on the basis that the Application Price is payable by one or more instalments. The Trustee may determine at the time of offer or issue or at any later time the amount of the instalments and the time at which they are payable. The Trustee may require, as a term of issue, that the called but unpaid portion of the Application Price bears interest until paid, calculated at a fair market rate as determined by the Trustee.

7.2 Variation or waiver of terms

Subject to any law requiring the Trustee to treat Members of the same Class equally and those of different Classes fairly, where Units are offered for sale or subscription in accordance with clause 7.1, those terms may only be varied or compliance waived in accordance with clause 28. The variation or waiver must not take effect during the currency of any product disclosure statement or other document pursuant to which the Units were offered for sale or subscription.

Subject to any applicable law, the Trustee may postpone or extinguish in full or in part any liability in respect of any money unpaid on Partly Paid Units.

7.3 On termination

Despite anything in this constitution or in the terms of any offer of Partly Paid Units, the whole of the called but unpaid portion of the Application Price of each Partly Paid Unit and any interest which has accrued on that amount is payable by the Member to the Trustee immediately on termination of the Trust.

7.4 Notice of instalments

For Partly Paid Units that are not Officially Quoted, the Trustee must give Members at least 10 Business Days’ notice of the time and date each instalment, other than an initial instalment payable on subscription for Units, is due to be paid.

For Partly Paid Units that are Officially Quoted, the Trustee must:

(a) give Members notice in accordance with the Listing Rules (the “First Notice”) of the time and date each instalment other than an initial instalment payable on subscription for Units, is due to be paid and contain the information required by the Listing Rules; and
(b) the Trustee must send a second notice to all new Members and those Members whose holding has changed since the First Notice which must include any changes that have occurred in the information given in the First Notice because of a change in the holding.

Subject to the Listing Rules, failing to give a notice or the non-receipt of notice by the Member does not affect the obligation of the Member to pay the instalment and the provisions of this constitution regarding non-payment of an instalment apply as if notice had been given.

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7.5 Failure to pay instalments

If a Member fails to pay in full any instalment due on any Partly Paid Unit on or by the day specified for payment, the Trustee may serve a notice on that Member requiring payment of the unpaid instalment and any interest calculated from the due date until payment at a fair market rate as determined by the Trustee. The notice must specify a time and day (“ Specified Time ”) (not earlier than 10 Business Days from the date of service of the notice) on or by which the payment is to be made. The notice must also state that in the event of non-payment on or by that Specified Time, the Partly Paid Units in respect of which all or part of the instalment remains unpaid may be forfeited.

7.6 Forfeiture

If the requirements of any notices issued under clause 7.4 and 7.5 are not complied with by the Specified Time, a Partly Paid Unit in respect of which the notice was given, may be forfeited to the Trustee as the Trustee determines.

Subject to clause 7.14, all voting rights and entitlements to the distribution of Distributable Income in connection with a forfeited Unit are suspended until reinstated by the Trustee.

7.7 Cancelling forfeiture

The Trustee may cancel forfeiture before the Units are disposed of on any terms it determines, and must do so when the Trustee receives payment in full of all amounts owing in respect of the Units, including interest.

7.8 Record of forfeiture

The Trustee may make any entry in the Register required to reflect any forfeiture under clause 7.6.

7.9 Balance to former holder

The Trustee must account to the former holder of the forfeited Unit for any balance remaining after deducting from proceeds the Trustee receives, the amount owing to the Trustee and the reasonable costs of the sale including interest. The Trustee is not liable for any loss suffered by the former holder as a result of the sale.

7.10 Price of forfeited Units

A Unit forfeited under clause 7.6 may be sold or otherwise disposed of as a Fully Paid Unit or as a Partly Paid Unit, as the Trustee determines:

(a) while the Trust is a Registered Scheme, at a price that is no less than a price calculated in accordance with clause 9.1(e) or 9.1(f) as applicable; or
(b) while the Units are Officially Quoted, at a price determined by the Trustee where the sale of the forfeited Unit is in accordance with section 254Q of the Corporations Act other than subsections 254Q(1), (9), (10), (13) and (14) as if the Units were shares, the Trust was the company and the responsible entity was the board of directors of the company; or
(c) while the Trust is a Registered Scheme, in accordance with any applicable ASIC Relief in relation to the sale of forfeited units, if the Trustee complies with the conditions of the relief; or

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(d) subject to the Corporations Act and while Units are Officially Quoted, on the ASX or other financial market on which Units are permitted to be traded; or
(e) while the Trust is not a Registered Scheme, at any price the Trustee can obtain.

The Trustee is not liable to a Member for any loss suffered by the Member as a result of the sale.

7.11 Rights and obligations of former holder

The holder of Partly Paid Units which have been forfeited ceases to be a Member in respect of the forfeited Units but remains liable to pay to the Trustee all amounts payable in respect of the forfeited Units (including costs associated with the forfeiture and all proceedings instituted against the Member to recover the amount due, and interest up to the date of actual payment). The former holder’s liability ceases when the Trustee receives payment of those amounts in full.

7.12 Evidence of forfeiture

A statement signed by an authorised officer of the Trustee that a Partly Paid Unit has been forfeited on a specified date is conclusive evidence of those facts as against all persons claiming to be entitled to the forfeited Units.

7.13 Transfer of forfeited Unit

Where a Partly Paid Unit is forfeited and disposed of, the Trustee may receive the consideration given for a forfeited Unit (subject to clause 7.9), and the Trustee may execute a transfer of the Unit in favour of the person to whom the Unit is sold or disposed of. That person must then be registered as the holder of that Unit and is not obliged to ensure that any part of the money which they have paid for the Unit is paid to the former holder of the Unit. That person’s title to that Unit is not affected by any irregularity or invalidity in the proceedings in relation to the forfeiture, sale or disposal of that Unit.

7.14 Entitlement to distributions

Income and distributions of capital in accordance with clause 15.6 and 15.23 to which the holder of a forfeited Unit has become entitled and which have not been paid before forfeiture under this clause 7must be paid to the holder of the forfeited Unit as if it formed part of the proceeds of sale or disposal of the forfeited Unit.

7.15 Joint holders

Joint holders of Partly Paid Units are jointly and severally liable to pay all amounts due and payable on the Partly Paid Units held by them.

8 Transfer, transmission and joint holders

8.1 Transfer of Relevant Securities

Relevant Securities may be transferred subject to their terms, this clause 8 and clause 32.

8.2 Transfer if not Officially Quoted

If Relevant Securities are not Officially Quoted transfers must be:

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(a) in a form approved by the Trustee;
(b) accompanied by any evidence the Trustee reasonably requires to show the right of the transferor to make the transfer; and
(c) if the Trustee requires, be presented for Registration duly stamped.

If Relevant Securities are not Officially Quoted, the Trustee may refuse to record any transfer in the Register without giving any reason for the refusal.

8.3 Transfer if Officially Quoted

Subject to this constitution and the Listing Rules, if a Relevant Security is Officially Quoted, it is transferable:

(a) as provided by the Operating Rules of a CS Facility if applicable; or
(b) by any other method of transfer which is required or permitted by the Corporations Act, ASX or ASIC.

If a duly completed instrument of transfer:

(c) is used to transfer a Relevant Security in accordance with paragraph (b); and
(d) is left for registration with the Registrar, duly stamped if required and accompanied by any information that the Trustee properly requires to show the right of the transferor to make the transfer,

the Trustee must, subject to the Trustee’s powers, register the transferee as the Relevant Security Holder.

8.4 When transfer is effective

Except as provided by any applicable Operating Rules of a CS Facility, a transfer is not effective until Registered.

8.5 Trustee may request holding lock or refuse to register transfer

If the Relevant Securities are Officially Quoted, and if permitted to do so by the Listing Rules, the Trustee may:

(a) request the CS Facility Operator or the Registrar, as the case may be, to apply a holding lock to prevent a transfer of Relevant Securities from being registered on the CS Facility’s sub register or registered on an issuer-sponsored sub register, as the case may be; or
(b) refuse to Register a transfer of other Relevant Securities to which paragraph (a) does not apply.

8.6 Trustee must request holding lock or refuse to register transfer

The Trustee must:

(a) request the CS Facility Operator or the Registrar, as the case may be, to apply a holding lock to prevent a transfer of Relevant Securities from being registered on the CS Facility’s sub register or registered on an issuer-sponsored sub register, as the case may be; or

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(b)

refuse to register any transfer of Relevant Securities to which paragraph (a) does not apply,

if the Corporations Act or Listing Rules require the Trustee to do so or the transfer is in breach of clause 32.

8.7 Notice of holding locks and refusal to register transfer

If, in the exercise of its rights under clauses 8.5 or 8.6, the Trustee requests the application of a holding lock to prevent a transfer of Relevant Securities or refuses to Register a transfer of Relevant Securities, it must, within two months after the date on which the transfer was lodged with it, give written notice of the request or refusal to:

(a) the holder of the Relevant Securities;
(b) the purported transferee; and
(c) the broker lodging the transfer, if any.

Failure to give notice does not, however, invalidate the decision of the Trustee.

8.8 Joint tenancy

Persons Registered jointly as a Relevant Security Holder hold as joint tenants and not as tenants in common unless the Trustee otherwise agrees.

8.9 Transmission on death

If a holder of Relevant Securities, who does not hold them jointly, dies, the Trustee will recognise only the personal representative of the holder as being entitled to the holder’s interest in the Relevant Securities.

8.10 Information given by personal representative

If the personal representative gives the Trustee the information it reasonably requires to establish the representative’s entitlement to be registered as a holder of the Relevant Securities:

(a) the personal representative may:
(i) by giving a written and signed notice to the Trustee, elect to be registered as the holder of the Relevant Securities; or
(ii) by giving a completed transfer form to the Trustee, transfer the Relevant Securities to another person; and
(b) the personal representative is entitled, whether or not registered as the holder of the Relevant Securities, to the same rights as the previous holder.

On receiving an election under paragraph (a)(i), the Trustee must register the personal representative as the holder of the Relevant Securities.

A transfer under paragraph (a)(ii) is subject to the clauses that apply to transfers generally.

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8.11 Death of joint owner

If a holder of Relevant Securities, who holds them jointly, dies, the Trustee will recognise only the survivor as being entitled to the holder’s interest in the Relevant Securities. The estate of the holder is not released from any liability in respect of the Relevant Securities.

8.12 Transmission on bankruptcy

If a person entitled to Relevant Securities because of the bankruptcy of a holder of Relevant Securities gives the Trustee the information it reasonably requires to establish the person’s entitlement to be registered as the holder of the Relevant Securities, the person may:

(a) by giving a written and signed notice to the Trustee, elect to be registered as the holder of the Relevant Securities; or
(b) by giving a completed transfer form to the Trustee, transfer the Relevant Securities to another person.

On receiving an election under paragraph (a), the Trustee must register the person as the holder of the Relevant Securities.

A transfer under paragraph (b) is subject to the clauses that apply to transfers generally.

This clause has effect subject to the Bankruptcy Act 1966 (Cwlth).

8.13 Transmission on mental incapacity

If a person entitled to Relevant Securities because of the mental incapacity of a holder of Relevant Securities gives the Trustee the information it reasonably requires to establish the person’s entitlement to be registered as the holder of the Relevant Securities:

(a) the person may:
(i) by giving a written and signed notice to the Trustee, elect to be registered as the holder of the Relevant Securities; or
(ii) by giving a completed transfer form to the Trustee, transfer the Relevant Securities to another person; and
(b) the person is entitled, whether or not registered as the holder of the Relevant Securities, to the same rights as the previous holder.

On receiving an election under paragraph (a)(i), the Trustee must register the person as the holder of the Relevant Securities.

A transfer under paragraph (a)(ii) is subject to the clauses that apply to transfers generally.

9 Application Price for Units

9.1 Application Price

Subject to the Stapling Provisions while they apply, the application price for a Unit must be calculated as follows:

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(a) in the case of a proportionate offer (including a rights issue), in accordance with clause 9.4;
(b) in the case of a placement of Units or issue of Units under a security purchase plan while Units are Officially Quoted, in accordance with clause 9.6;
(c) in the case of reinvestment of distributions, in accordance with clauses 9.7 and 9.8;
(d) in the case of Units issued pursuant to the exercise of an Option, in accordance with clause 5;
(e) subject to paragraphs (a) to (d), in all other cases while Units are Officially Quoted, the Market Price of Units immediately before the date on which or as at which the application price is to be calculated; and
(f) while Units are not Officially Quoted, in accordance with the following formula:

Net Asset Value  Transaction Costs

number of Units in issue

and the application price may be payable either in full on application or by such instalments as the Trustee determines in accordance with clause 7.

9.2 Time for calculation

Each of the variables in clause 9.1(f) must be determined as at the next Valuation Time after:

(a) the Trustee receives the application for Units; or
(b) the Trustee receives the application money (even if paid or to be paid into the Applications Account) or the property against which Units are to be issued is vested in the Trustee,

whichever happens later.

9.3 Rounding

Subject to the Listing Rules, the application price may be rounded as the Trustee determines but the amount of the rounding must not be more than 1% of the application price. Any excess application money or property which results from rounding becomes an Asset.

9.4 Pro rata rights issues

Subject to the terms of any applicable ASIC Relief and the Listing Rules (while the Listing Rules apply), the Trustee may offer Units for subscription at a price determined by the Trustee to those persons who were Members on a date determined by the Trustee:

(a) provided that, subject to paragraph (b) of this clause 9.4, all Members are offered Units in proportion to the value of the Member’s Units (or, where the offer is made only to Members who hold Units in a Class, to the value of the Member’s units in that Class) at the relevant date; but

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(b) the Trustee may exclude a Member from the pro rata offer[3] if to do so would not be in contravention of paragraph 601FC(1)(d) of the Corporations Act, as modified by ASIC Relief[4] ,

whether or not the right of entitlement is renounceable.

9.5 Terms of pro rata issues

(a) Any offer made under clause 9.4 must specify the period during which it may be accepted. It must be made to Members in proportion to the value of their respective Unit holdings on the date determined by the Trustee under clause 9.4. The Trustee may adjust any entitlement to accord with the Listing Rules and, in the case of fractions, the Trustee must offer the next higher whole number of Units. Any Member may renounce their entitlement in favour of some other person, unless the issue is expressed to be non-renounceable.
(b) Any Units offered for subscription under clause 9.4 which are not subscribed for within the period for acceptance set by the Trustee may be offered for subscription by the Trustee to any person. The application price payable in relation to such further offer must not be less than that at which the Units were originally offered to Members.
(c) If an underwriter has underwritten any offer for subscription of Units under clause 9.4, the underwriter may take up any Units not subscribed for by Members.

9.6 Placements and security purchase plan while Listed

While Units in a Class are Officially Quoted and not suspended from quotation, the Trustee may at any time issue Units in that Class by way of a placement or under a security purchase plan:

(a) at the Market Price of Units during the 10 Trading Days immediately before the date on which the Units are offered]; or
(b) at a price and on terms determined by the Trustee, provided that the Trustee complies with the Listing Rules applicable to the issue and the conditions and restrictions of any applicable ASIC Relief[5] .

9.7 Reinvestment while Listed

(a) If reinvestment of distributions payable to a Member under clause 15.18 applies while the Units are Officially Quoted, subject to the Listing Rules, the Trustee may issue Units on the basis that the application price for each additional Unit issued or transferred upon reinvestment is the price determined by the Trustee. If the Trustee has not determined the application price by the date at which units are to be issued upon reinvestment, the price will be the average of the VWAP for Units for each of the 10 Trading Days from and including the third Trading Day after the Record Date for the relevant Distribution Period (“ DRP VWAP Price” ).
(b) If the amount to be reinvested in additional Units results in a fraction of a Unit, the number of Units to be issued will be rounded down to the nearest whole Unit and any remaining amount becomes an Asset.

3 The clause assumes the Trustee is able to comply with the conditions in Listing Rule 7.7.1.

4 See ASIC Class Order [CO 13/656] (Exemption – Equality of treatment)
5 See ASIC Class Orders [CO 13/655] and [CO 09/425].

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9.8 Reinvestment while not Listed

While Units are not Officially Quoted, the Trustee may issue Units on the basis that the application price payable for each additional Unit on reinvestment of distributions payable to a Member under clause 15.18 is the price determined by the Trustee. If the Trustee has not determined the application price by the date at which Units are to be issued upon reinvestment, the application price will be as calculated under clause 9.1(f) on the first Business Day after the end of the Distribution Period to which the distribution relates.

10 Application procedure

10.1 Application form

An applicant for Relevant Securities must complete a form approved by the Trustee if the Trustee requires. The form may be transmitted electronically if approved by the Trustee.

10.2 Payment

Payment in respect of an application in a form acceptable to the Trustee, or a transfer of property of a kind acceptable to the Trustee and able to be vested in the Trustee or a Custodian appointed by it, must:

(a) accompany the application;
(b) be received by or made available to the Trustee or the Custodian within such period before or after the Trustee receives the application form as the Trustee determines from time to time or as the terms of issue of the relevant Option or Unit contemplate; or
(c) comprise a reinvestment of distribution in accordance with clauses 15.18 to15.21.

If the Trustee accepts a transfer of property other than cash;

(i) the value attributed to the property must be equivalent to a price at which the Trustee could properly buy the property and, if the Trustee requires the applicant must provide a recent valuation of the property[6] ; and
(ii) any additional costs associated with the valuation or transfer of the property beyond the amount of the Transaction Costs factor in the Application Price for the Units must be paid by the applicant either directly or by deducting the costs from the value of the property before the number of Units to be issued is calculated.

10.3 Trustee may reject

The Trustee may reject an application in whole or in part without giving any reason for the rejection.

10.4 Minimum amounts

The Trustee may set a minimum application amount and a minimum holding for the Trust and alter or waive those amounts at any time.

6 ASIC RG 134.43

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10.5 Issue date

(a) Except in the case of a reinvestment of distribution or an issue of Units to the IPO Subscribers in accordance with this constitution, Units are taken to be issued at the time which is the earlier of:
(i) the time the issue of Units is recorded in the Register; and
(ii) the later of the time when:
- (A) the Trustee Accepts the application for Units; and
- (B) the Trustee or its agent receives the application money (even if paid into the Applications Account or received in the form of a cheque) or the property against which Units are to be issued is vested in the Trustee.
(b) Units which are issued on a reinvestment of distribution in accordance with this constitution are taken to be issued on the first Business Day after the end of the Distribution Period to which the distribution relates.
(c) Units which are issued to the IPO Subscribers under clause 14.1(d) are taken to be issued at the time the Trustee enters into the irrevocable undertaking for their benefit under that clause;
(d) At the time when Units are taken to be issued under paragraph (a)(ii), (b) or (c):
- (A) the applicant becomes a Member in respect of the Units, which are taken to be issued even though the number of Units may not yet have been ascertained and the issue has not yet been entered in the Register; and
- (B) the applicant becomes entitled to be recorded in the Register as the holder of those Units as soon as it is reasonably practicable for the Trustee or its agent to make the entry.

10.6 Uncleared funds

Units issued against application money paid other than in cleared funds, or in consideration of a transfer of property, are void if the funds are not subsequently cleared or the property does not vest in the Trustee within 1 month of receipt of the application.

11 Redemption Price of Units

11.1 Redemption Price

Subject to clauses 12.16 and 14.1(e), the redemption price for a Unit must be calculated as follows:

Net Asset Value - Transaction Costs

number of Units in issue

less any amount unpaid on the Unit whether called or uncalled.

11.2 Time for calculation

Each of the variables in clause 11.1 must be determined:

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(a) while the Trust is a Registered Scheme and is Liquid, and at all times when the Trust is not a Registered Scheme, as at the next Valuation Time after the redemption request has been, or is taken to have been, received and Accepted by the Trustee; or
(b) while the Trust is a Registered Scheme and is not Liquid, as at the last Valuation Time before the withdrawal offer is made.

For the purposes of this calculation, if at the relevant Valuation Time Units have been issued under clause 10.5 but the Application Price of those Units has not yet been ascertained, the application money or property relating to those Units and the number of Units are to be excluded from the calculation.

11.3 Rounding

Subject to the Listing Rules, the Redemption Price may be rounded as the Trustee determines but the amount of the rounding must not be more than 1% of the Redemption Price. Any excess which results from rounding becomes an Asset of the Trust.

12 Redemption procedures

12.1 While Officially Quoted

While the Trust is Listed:

(a) clauses 12.10 to 12.13 apply only to the extent provided for in clause 12.17;
(b) clauses 12.9, and 12.14 to 12.16 apply; and
(c) clauses 12.2 to 12.8 do not apply.

If the Stapling Provisions apply and Units comprise part of a Stapled Security that is Officially Quoted, clauses 12.16 and 12.17 apply with any necessary modifications.

12.2 Request for redemption

A Member may make a request for the redemption of some or all of the Units in respect of which they are Registered as the holder by giving the Trustee notice in writing[7] of the request, specifying the number or value of Units to be redeemed and sufficient details to identify the Member, or in any other manner approved by the Trustee. The Trustee is not obliged to satisfy any such request.

12.3 Request may not be withdrawn

A Member may not withdraw a redemption request unless the Trustee agrees.

12.4 When Trust is Liquid or not a Registered Scheme

Clauses 12.5, 12.7 and 12.8 apply only:

(a) while the Trust is Liquid and also in circumstances where the redemption request was received and Accepted by the Trustee at a time when the Trust was Liquid (even if it is no longer Liquid at the time the Trustee exercises its powers under those clauses); and

7 See clause 19

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(b) while the Trust is not Liquid but is not a Registered Scheme.

12.5 Trustee may redeem

(a) Subject to the Corporations Act and the Listing Rules, the Trustee may decide to Accept a request from a Member to redeem some or all of their Units, in whole or in part. The Trustee is not required to Accept any such request.
(b) If the Trustee determines to Accept a redemption request in respect of a Unit, it must pay from the Assets the Redemption Price of that Unit calculated in accordance with clause 11. The payment must be made within 21 days of the date on which the Units are redeemed in accordance with clause 12.15, or such longer period as allowed by clause 12.6.
(c) If the Trustee decides not to Accept some or all of the redemption request, it must notify the Member of its decision within 30 days of receipt of the request or such longer period as allowed by clause 12.6.
(d) If the Trustee does not decide whether to Accept the redemption request by the day which is 30 days after receipt of the request or the last day of such longer period as allowed by clause 12.6, on that day the Trustee it is taken to have decided not to Accept the request, the request lapses and the Trustee must notify the Member of its decision as soon as possible and in any event within a further 10 days following the deemed decision.
(e) The day of receipt of the redemption request is:
(i) the day of actual receipt if the redemption request is received before 3.00pm on a Business Day; or
(ii) the Business Day following the day of actual receipt if the redemption request is received on a day which is not a Business Day or is received after 3.00pm on a Business Day.

12.6 Delayed payment

(a) Subject to paragraph 12.6(b), the Trustee may at any time suspend consideration of redemption requests, or defer its obligation to pay the Redemption Price in respect of a redemption request it has Accepted, if it is not possible or not in the best interests of Members, for it to process redemption requests or make the payment (as applicable) due to one or more circumstances outside its control such as restricted or suspended trading or extreme price fluctuation or uncertainty in the market for an Asset, and the period allowed under clause 12.5 for consideration of the redemption request or payment of the Redemption Price may be extended by the number of days during which such circumstances apply.
(b) In relation to a withdrawal offer to which Part 5C.6 of the Corporations Act applies, the Trustee must pay the redemption proceeds to the withdrawing Member or former Member within 21 days of the date on which the withdrawal offer closes[8] .

12.7 Minimum holding

If Acceptance of a redemption request would result in the Member holding Units with an aggregate Redemption Price which is less than the then current minimum

8 Section 601KD

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holding amount, the Trustee may treat the redemption request as relating to the balance of the Member’s holding.

12.8 Increased minimum

If the Trustee increases the minimum holding amount, the Trustee may, after giving 30 days’ notice to a Member who holds Units with an aggregate Redemption Price less than the then current minimum holding amount, redeem that Member’s holding without the need for a redemption request.

12.9 Payment from the Assets

The Trustee is not obliged to pay any part of the Redemption Price out of its own funds.

12.10 While Trust is not Liquid

While the Trust is not Liquid, a Member may withdraw from the Trust in accordance with the terms of any current withdrawal offer made by the Trustee in accordance with the provisions of the Corporations Act regulating offers of that kind. While the Trust is a Registered Scheme, if there is no withdrawal offer currently open for acceptance by Members, a Member has no right to request withdrawal from the Trust.

12.11 Trustee not obliged

The Trustee is not at any time obliged to make a withdrawal offer. If it does, it may do so by sending a copy of the offer to all Members, or making a copy of the offer available by electronic means and giving notice to Members that it is available.

12.12 Cancellation of withdrawal offer

The Trustee may cancel a withdrawal offer at any time. If it does, it may do so by sending notice that the offer is cancelled to all Members, or making the notice available by electronic means and giving notice to Members that it is available.

The cancellation of a withdrawal offer by the Trustee does not affect the rights of Members whose acceptance of the offer has been received by the Trustee in accordance with clause 20 after the offer period has opened but before the date on which the offer is cancelled to withdraw from the Trust in accordance with the terms of the withdrawal offer.

12.13 Treatment of request

If the Trustee receives a redemption request, and the Trust subsequently ceases to be Liquid before that request has been Accepted or rejected, the request lapses.

12.14 Sums owed to Trustee

The Trustee may deduct from the proceeds of redemption or money paid pursuant to a withdrawal offer any money due to it by the Member. While the Trust is Liquid or not a Registered Scheme, the Trustee may redeem without a redemption request some or all of the Units held by a Member to satisfy any amount of money due to it by the Member.

12.15 When Units are redeemed

Units are taken to be redeemed

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(a) where the redemption is to occur in response to a redemption request from a Member, at the time at which the Trustee has:
(i) received and Accepted the redemption request in respect of the Units; and
(ii) calculated the Redemption Price of the Units; or

if paragraph (a) does not apply, at the time at which the Redemption Price is known and the redemption is recorded in the Register,

and from that time until payment of the Redemption Price, the former holder of the redeemed Units ceases to be a Member in respect of those Units and is a creditor of the Trust in respect of the redemption proceeds.

If Units are redeemed at the time referred to in paragraph (a), the Trustee must as soon as is reasonably practicable arrange for the redemption of the Units to be recorded in the Register.

12.16 Buy backs

(a) While the Units are Officially Quoted and not Stapled, the Trustee may, subject to the Corporations Act and the Listing Rules, purchase Units on the ASX or any other financial market on which the trading of Units is permitted, and also off-market, and cause the Units to be cancelled. No Redemption Price is payable on cancellation of the Units.
(b) While the Units are Officially Quoted and Stapled, the Trustee and the Other Issuers together may, subject to the Corporations Act and the Listing Rules, purchase Stapled Securities on the ASX or any other financial market on which the trading of Stapled Securities is permitted, and also off-market. When they do so, each Other Issuer will be regarded as having purchased the Attached Securities that they have issued and the Trustee will be regarded as having purchased the Units, and upon such purchase Stapling will cease in relation to the Stapled Securities so purchased, and the Attached Securities (including the Units will be cancelled). No Redemption Price is payable on cancellation of the Units.
(c) The price of each Other Attached Security and a Unit purchased under clause 12.16(b) will be such allocation of the purchase price of the Stapled Security as agreed between the Trustee and the Other Issuers.

12.17 While Officially Quoted

While the Units are Officially Quoted, the Trustee may, subject to the Corporations Act and the Listing Rules, make a withdrawal offer under clause 12.10, in which case clauses 12.10 to 12.13 apply in relation to the withdrawal offer, and the Redemption Price is to be calculated in accordance with clause 11.2(b).

13 Valuation of assets and accounts, audit and reports

13.1 Periodic valuations

The Trustee may cause an Asset to be valued at any time and, if the Trust is a Registered Scheme, must do so as and when required by the Corporations Act.

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13.2 Net Asset Value

The Trustee may determine Net Asset Value at any time, including more than once on each day.

13.3 Valuation methods

The Trustee may determine the value of an Asset, and determine valuation methods and policies for each category of Asset and change them from time to time.

While the Trust is a Registered Scheme, the Trustee’s policy for the valuation of Assets must be based on the range of ordinary commercial practice for valuing the relevant type of asset and, where used to calculate the Application Price or Redemption Price of a Unit, the value must be reasonably current[9] . In the absence of any other determination by the Trustee, the value of an Asset will be its Market Value.

13.4 Currency conversion

Where it is necessary for the purposes of a valuation to convert one currency to another, the conversion is to be made at a time and at the rate quoted by a bank, or an independent pricing provider (such as Reuters) nominated by the Trustee. Where the value of an Asset denominated in foreign currency is converted for the purposes of calculating the Redemption Price of a Unit, the currency valuation applied must be consistent with the range of ordinary commercial practice for valuing currency.

13.5 Accounts, audit and reports

While the Trust is not a Registered Scheme, the Trustee must keep or cause to be kept proper books of account which correctly record and explain the transactions and financial position of the Trust and may, but need not, have those records audited.

14 Restructure, Stapling Provisions and Reorganisation Proposals

14.1 Restructure powers for the IPO Proposal

When the offer under the First Offer Document for Stapled Securities has closed and the application money for Stapled Securities under that offer has been received by the Trustee or its agent (even if held pursuant to section 1017E of the Corporations Act), the Trustee may carry out all necessary steps (including the execution of documents) to implement the IPO Proposal, including the following:

(a) entering into the Implementation Deed;
(b) acquiring Perth Trust as an Asset by carrying out the following steps:
(i) accepting applications for Units from each unit holder in Perth Trust which have been made through their attorney Perth 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 Trust;

9 ASIC RG 134.111 provides guidance on the meaning of “reasonably current”.

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(ii) determining the number of Units to be issued to each Perth Trust unit holder based on the number of units they hold in Perth Trust multiplied by the withdrawal price per unit calculated under the trust deed of Perth Trust (with the resulting number then divided by the Unit Price set out in paragraph 4.1(a) of Schedule 1 and then rounded down to the nearest whole number;
(iii) executing any documents required to accept the transfer of the Perth Trust units from the Perth Trust unit holders to the Trustee and requesting that the Perth Trustee update the register of Perth Trust accordingly;
(iv) issuing to the Perth Trust unit holders the number of Units calculated under paragraph (a)(ii) and recording those issues in the Register;
(c) acquiring Sydney Trust and Adelaide Trust as Assets by carrying out the following steps:
(i) accepting applications for Units from each unit holder in Sydney Trust which have been made through their attorney Sydney Trustee, and from each unit holder in Adelaide Trust through their attorney Adelaide 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 Trust or Adelaide Trust (as relevant);
(ii) determining the number of Units to be issued to each Sydney Trust unit holder and each Adelaide Trust unit holder based on the number of units they hold in Sydney Trust or Adelaide Trust respectively, multiplied by the withdrawal price per unit calculated under the trust deed of Sydney Trust or Adelaide Trust as applicable (with the resulting number then divided by the Unit Price set out in paragraph 4.1(a) of Schedule 1 and then rounded down to the nearest whole number;
(iii) executing any documents required to accept the transfer of the Sydney Trust units from the Sydney Trust unit holders to the Trustee, and the transfer of the Adelaide Trust units from the Adelaide Trust unit holders, and requesting that the Sydney Trustee and the Adelaide Trustee update the registers of Sydney Trust and Adelaide Trust accordingly;
(iv) issuing to the Sydney Trust unit holders and the Adelaide Trust unit holders the number of Units calculated under paragraph (b)(ii) and record those issues in the Register;
(d) by passing a resolution of its board of directors to issue Units to applicants under the First Offer Document for Stapled Securities whose application money has been received by the Trustee or its agent in cash (even if pursuant to section 1017E of the Corporations Act) and whose application has been approved by the Trustee (“ IPO Subscribers ”), cause the Units to be taken to have been issued to those applicants under clause 10.5(c);
(e) in respect of each Unit issued to a former member of Perth Trust, Sydney Trust and Adelaide Trust who has not provided to the Trustee (either itself or through its agent or attorney) an application to subscribe for Stapled Securities under the First Offer Document for Stapled Securities covering that Unit or has an address on the unit register of Perth Trust, Sydney Trust or Adelaide Trust which is outside Australia,

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redeeming the Unit and paying to the Member the Redemption Price of the Unit, being the price at which that Unit was issued based on paragraph 4.1(a) of Schedule 1, and amend the Register accordingly;

(f) declaring in favour of all Members who remain on the Register following the implementation of steps (a) to (e) of this clause 14.1 a capital distribution of an amount per Unit which represents the value of a Stapled Share, such distribution not to be paid in cash to Members, but instead provided on their behalf as the application price of the Stapled Share;
(g) applying on behalf of each Member referred to in step (e) of this clause 14.1 for a Stapled Share, agreeing as the agent and attorney of the Member to become a member of the Stapled Company, and ask the Stapled Company to issue the Stapled Share to that Member and register it in their name; and
(h) doing any other thing and entering into any other document or arrangement to comply with or carry out the steps in the Implementation Deed, or which is described in the First Offer Document or is necessary to give effect to the transactions described in the First Offer Document or is collateral to any of the documents described in the First Offer Document.

This clause 14.1 does not limit the Trustee’s powers and discretions under clause 17, or any other provision of this clause 14.

14.2 Stapling

The Trustee may determine:

(a) that the Stapling Provisions will take effect in accordance with clause 14.3; and
(b) the Stapling Commencement Date.

14.3 Stapling Provisions

If the Trustee determines, the Stapling Provisions take effect on and from the Stapling Commencement Date until they cease to apply in accordance with this constitution.

On and from the Stapling Commencement Date:

(a) subject to clause 29, the Stapling Provisions apply and this constitution is to be read subject to the Stapling Provisions except to the extent that this would result in a breach of the Corporations Act, the Listing Rules or any other law; and
(b) provisions of this constitution, which by their context apply only while Units are not Stapled, do not apply while Units are part of a Stapled Security.

14.4 Power to enter into Reorganisation Proposals

Without limiting clause 17 the Trustee may enter into:[10]

10 If applicable, refer to the Listing Rules, Chapter 7 - reorganisations of capital. These provisions confer broad powers on the Trustee to reorganise without approval from Security Holders. This may require disclosure in PDS or offer documents.

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(a) without reference to or approval from Members:
(i) a Realisation Transaction;
(ii) a Consolidation or Division Proposal;
(iii) a Stapling Proposal;
(iv) a Top Hat Proposal;
(v) an Exchange Proposal; or
(b) any other Reorganisation Proposal which is approved by Ordinary Resolution.

It is a term of issue of each Relevant Security, that the Relevant Security may be subject to a Reorganisation Proposal as provided in this clause 14.4. Each Relevant Security Holder by subscribing for or taking a transfer of, or otherwise acquiring a Relevant Security is taken to have consented to these Reorganisation Proposals.

14.5 Partly Paid Units

If any Unit is a Partly Paid Unit at the time of a Reorganisation Proposal, the unpaid amount of the Application Price and any instalment payable will be amended in the same ratio.

14.6 Power to give effect to the IPO Proposal, the Stapling Provisions and Reorganisation Proposals

(a) In order to effect the IPO Proposal as contemplated by clause 14.1, the Trustee has power to:
(i) enter into the Implementation Deed;
(ii) do any other thing and enter into any other document or arrangement described in the First Offer Document for Stapled Securities or which is necessary to give effect to the transactions described in the First Offer Document for Stapled Securities or is collateral to any of the documents described in the First Offer Document for Stapled Securities. For example, the Trustee has the power to enter into any arrangements and to execute any documents to put in place matters contemplated by the Implementation Deed, including the power to acquire additional Assets for the Trust in the future which may result in fees being paid to entities within the Group for asset management and for property management and leasing; and
(iii) do all other things which it considers necessary, desirable or reasonably incidental to give effect to the IPO Proposal.
(b) In order to effect an initial or subsequent Stapling of securities to the Units as contemplated by clause 14.2 and Schedule 1, the Trustee has power to do all things which it considers necessary, desirable or reasonably incidental to give effect to the Stapling and the Stapling Provisions.
(c) If the Trustee determines to enter into a Realisation Transaction, Consolidation or Division Proposal, a Stapling Proposal, a Top Hat Proposal or an Exchange Proposal in accordance with clause 14.4, then

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the Trustee has power to do all things which it considers necessary, desirable or reasonably incidental to give effect to the relevant proposal.

(d) If a Reorganisation Proposal is approved by an Ordinary Resolution in accordance with clause 14.4(b), then the Trustee has power to do all things which it considers necessary, desirable or reasonably incidental to give effect to the Reorganisation Proposal.

14.7 Specific Powers

Without limiting clause 14.6, to give effect to the IPO Proposal, a Stapling and the Stapling Provisions, a Realisation Transaction, Consolidation or Division Proposal, Stapling Proposal, a Top Hat Proposal or an Exchange Proposal, or a Reorganisation Proposal which has been approved by an Ordinary Resolution in accordance with clause 14.4(b), the Trustee has power to:

(a) make distributions and other payments out of the Assets and (subject to the Corporations Act and the Listing Rules) to redeem Units, and to apply the payment or redemption proceeds on behalf of Members;
(b) apply for or purchase fully paid securities on behalf of the Members and to consent on behalf of Members to become a member of a company or other body;
(c) issue Units;
(d) transfer Assets; and
(e) execute all documents and do all things which it considers are necessary, desirable or reasonably incidental to give effect to the relevant proposal.

14.8 Appointment of Trustee as agent and attorney

Without limiting clause 14.6, to give effect to the IPO Proposal, a Stapling and the Stapling Provisions, a Realisation Transaction, Consolidation or Division Proposal, a Stapling Proposal, a Top Hat Proposal or an Exchange Proposal, or a Reorganisation Proposal which has been approved by an Ordinary Resolution in accordance with clause 14.4(b), the Trustee is irrevocably appointed the agent and attorney of each Member to:

(a) apply any proceeds referred to in clause 14.7(a) on behalf of the Member;
(b) execute any withdrawal request on behalf of the Member, or any application for, or transfer of, any securities in favour of the Member;
(c) execute a transfer of Assets to a Member; and
(d) execute all documents and do all things (including giving all consents) which the Trustee reasonably considers are necessary or desirable to give effect to the Stapling or relevant transaction or proposal.

The Trustee is authorised to execute these documents and to do these things without needing further authority or approval from Members.

14.9 Liability of Trustee

The Trustee has no liability of any nature whatsoever beyond the Assets to Members arising, directly or indirectly, from the Trustee doing or refraining from doing any act (including the execution of a document) pursuant to or in

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connection with the implementation of a Stapling or any Reorganisation Proposal.

14.10 Paramountcy of provision

The provisions of this clause 14 prevail over other provisions of this constitution in the case of any inconsistency to the extent provided in clause 29.5.

15 Income and distributions to Members[11]

15.1 Standing principles for determining Distributable Income

The Trustee may determine standing principles for calculating and distributing the Distributable Income for any Financial Year or Distribution Period and may change the principles from time to time.

15.2 Standing principles for periods where the Trust is an AMIT[12]

For any Financial Year for the Trust that is an AMIT Income Year, unless the Trustee determines otherwise under clause 15.1, the standing principles for calculating the Distributable Income for the Financial Year and any Distribution Period will be that the Distributable Income will be the amount determined by the Trustee as being the aggregate of:

(a) the amount determined by the Trustee to be the aggregate of all Trust Components for the Trust for the period that have an assessable income character, determined as if the period is a year of income for the purposes of the Tax Act and excluding any amounts of a tax offset character; and
(b) any additional amount that the Trustee considers appropriate for distribution in relation to the Trust for the relevant period, including:
(i) amounts referable to the discount capital gains concession; and
(ii) any other Trust Components that have the character of exempt income or non-assessable non-exempt income.

The standing principles made by the Trustee under this clause may be changed or revoked at any time in accordance with clause 15.1.

15.3 Determination of Distributable Income

The Trustee must determine the Distributable Income for each Distribution Period. In the case of any Distribution Period which does not end at the end of a Financial Year this determination of the Distributable Income for that Distribution Period may be an estimate. The Distributable Income is to be:

(a) if the Trustee has determined standing principles under clause 15.1 or 15.2 which are applicable to the Financial Year or Distribution Period, the amount calculated by applying those principles in respect of the Financial Year or Distribution Period; and
(b) if there are no standing principles which are applicable to the Financial Year or Distribution Period under clause 15.1 or 15.2, so much of the
11 Refer to Listing Rules 3.20 - notification to ASX of record date, and 6.10 - prohibition on changing the right to a distribution.

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income of the Trust determined according to ordinary concepts as is available for that period for distribution after payment of, or the provision for, costs, expenses and outgoings in accordance with normal concepts and the terms of this constitution.

15.4 Accounting standards

The preparation of the accounts of the Trust in accordance with current Australian accounting standards and generally accepted accounting principles is not to be regarded as a determination of the method for calculating the Distributable Income under clause 15.3.

15.5 Power to accumulate or defer amounts

(a) The Trustee may, in respect of a Distribution Period in a Financial Year for the Trust that is an AMIT Income Year for the Trust, determine prior to the end of that Distribution Period that all or part of the Distributable Income of the Trust for the period from the commencement of the Financial Year until the end of the Distribution Period that has not already been distributed to Members under clauses 15.6 or 15.23(b)will:
(i) be accumulated; or
(ii) not be distributed in respect of the Distribution Period and will be distributed to Members of the Trust later in the Financial Year.
(b) The effect of the Trustee exercising its power to accumulate or carry forward an amount pursuant to clause 15.5(a) is, in accordance with clause 15.6, to:
(i) exclude the relevant amount from the Income Distributions for Members of the Trust for:
- (A) the Distribution Period; and
- (B) in the case of an accumulation pursuant to clause 15.5(a)(i), all future Distribution Periods; and
(ii) in the case of amounts which are carried forward for distribution later in the Financial Year under clause 15.5(a)(i), include the relevant amount in the Income Distributions for a subsequent Distribution Period in the Financial Year unless the Trustee determines to distribute the relevant amount earlier under clause 15.23(b).
(c) For the purposes of clause 15.15, amounts accumulated under clause 15.5(a)(i) may be attributed to Members under the AMIT Regime.
(d) Amounts which are:
(i) accumulated pursuant to clause 15.5(a)(i); or
(ii) carried forward for distribution later in the Financial Year pursuant to clause 15.5(a)(i), but only until the time at which the amount is distributed under clauses 15.6 or 15.23(b);

continue to form part of the Assets and no Member has any particular right to or interest in those amounts.

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15.6 Income Distributions

Subject to clauses 4.8, 15.13 and 15.25, Income Distribution in respect of a Member means an amount calculated by the Trustee as follows:

(a) in respect of a Distribution Period ending on a Distribution Calculation Date other than 30 June in any year, an amount calculated as follows:
A x C B

where:

A is the number of Units held by the Member at the end of the Distribution Period;
B is the number of Units held by all Members at the end of the Distribution Period;
C is the Distributable Income for the Distribution Period less:
(i) any amounts paid pursuant to clause 15.23(b) during that Distribution Period; and
(ii) any amounts where the Trustee has determined to accumulate or carry forward for the Distribution Period under clause 15.5(a).

and including any amounts which the Trustee has determined to carry forward for a previous Distribution Period in the Financial Year, and which the Trustee determines has not previously been distributed in the Financial Year as an Income Distribution or under clause 15.23(b) and is appropriate to distribute for the Distribution Period; and

(b) in respect of a Distribution Period ending on 30 June in any year, an amount calculated as follows:

A x C B

where:

A is the number of Units held by the Member at the end of the Distribution Period;
B is the number of Units held by all Members at the end of the Distribution Period; and
C is any amount by which the Distributable Income for the Financial Year exceeds the aggregate of:

(1) the Distributable Income calculated for the purposes of variable C in paragraph (a) above in respect of the previous Distribution Periods of the Financial Year; plus (2) any amounts paid pursuant to clause 15.23(b);and

(4) any amounts which the Trustee has determined to accumulate for a Distribution Period in the Financial Year under clause 15.5(a)(i).

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15.7 Present entitlement

Subject to clause 4.8, a person who at any time during the Financial Year is or has been a Member is presently entitled on the last day of the Financial Year to:

(a) If the Financial Year is not an AMIT Income Year, to the Distributable Income of the Trust for the Financial Year; and
(b) If the Financial Year is an AMIT Income Year, the Distributable Income of the Trust for the Financial Year excluding any amounts accumulated pursuant to clause 15.5(a)(i);

in the proportion that the:

(i) Income Distributions calculated in respect of the Member or former Member in respect of the Financial Year under clause 15.6; and
(ii) any payments made to that Member or former Member in respect of that Financial Year under clause 15.23(b); and15.15

bear to the sum of all Income Distributions calculated under clause 15.6 and all payments under clause 15.23(b) made to persons who are or have been Members at any time during the Financial Year.

15.8 Indefeasibility

Despite any other provision of this constitution, a person cannot be defeased of any share of the Distributable Income to which the person is entitled under clause 15.6 and 15.7.

15.9 Distribution of income

Subject to any deductions made under clause 15.12 and subject to clause 15.1, the Trustee must distribute to each person the person’s entitlement to Distributable Income for a Distribution Period. That distribution must occur within three months after the Distribution Calculation Date for the Distribution Period.

15.10 Separate accounts

The Trustee may keep separate accounts of different categories or sources (or both) of income or gains, or deductions, losses or credits for tax purposes, and if such accounts are kept, they must be kept in accordance with the requirements of the Tax Act. The Trustee may allocate income or gains from a particular category or source (or both) to particular Members provided that the allocation is not inconsistent with the entitlements of Members to Distributable Income under clause 15.6 or 15.23(b) or the Trustee’s obligations to attribute amounts to Members under clause15.15. For a Financial Year for the Trust which is not an AMIT Income Year and if such allocation is made on any basis other than pro rata with all other Members, the Trustee must notify the Member.

15.11 Position on transfer of Units

A person who is or was a Member as at a Distribution Calculation Date remains entitled to their share (if any) of the Distributable Income under clause 15.6 despite any transfer, transmission or redemption of Units by or in respect of the person, being Units which gave rise to the entitlement.

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15.12 Deductions from Distributable Income

The Trustee may deduct from any entitlement of a person to a share of Distributable Income any amount which the Trustee is required or authorised to deduct under clause 16.7 and all amounts deducted must be applied in reimbursing the Trust for any corresponding amount paid, distributed or reimbursed out of the Trust or reimbursing the Trustee for the payment of the Tax to the person or authority entitled to it.

15.13 Fractions

If the share of Distributable Income for a Member determined under clause 15.6 includes a fraction of a cent, the share is to be adjusted to the nearest cent below the amount calculated and the fraction of the cent becomes an Asset.

15.14 Classification of items

Without limiting any other provision of this clause 15, the Trustee must determine:

(a) the classification of any item as being on income or capital account;
(b) the extent to which reserves or provisions need to be made; and
(c) whether any item of income should be recognised as it is received or as it accrues (but not yet received); and
(d) the character for tax purposes of any Distributable Income which the Trustee chooses to accumulate or carry forward for distribution pursuant to clause 15.5(a).

15.15 Attribution under AMIT Regime – basis for attribution

(a) The Trustee must, for an AMIT Income Year, following the end of the Financial Year, attribute all of the Determined Trust Components of the Trust, for the Financial Year to Members under the AMIT Regime.
(b) The Trustee must perform the attribution under clause 15.15(a) in accordance with the Tax Act and based on the principle that the amount of each Member’s Determined Member Components of a particular character is so much of the Trust’s Determined Trust Component of that particular character as is attributable to the Units held by the Member, having regard to the provisions of this constitution; and
(c) Without limiting clause 15.15(b), following the end of an AMIT Income Year, the Trustee must determine for and attribute to each Member or former Member of the Trust, all of the Determined Trust Components of the Trust for the Financial Year that are reflected in:
(i) any Income Distributions that the Member or former Member has become entitled to at the end of each Distribution Period in the Financial Year under clause 15.7;
(ii) any distributions of Distributable Income that the Member or former Member has become entitled to during the Financial Year; and
(iii) any Income Distributions that would arise for the Member or former Member at a time specified in clause 15.5(d) (“ Relevant Time ”) under clause 15.6 if the Relevant Time was the end of a Distribution Period and variable “C” in the formula set out in

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clause 15.6 for the Distribution Period was the amount accumulated under clause 15.5(a)(i).

(d) The Trustee may, during an AMIT Income Year, make estimates of the extent to which particular amounts of Distributable Income that have been distributed for the Trust as an Income Distribution under clause 15.6 or under clause 15.23(b) are referable to Determined Trust Components of the Trust for the Financial Year of a particular character. These estimates are not binding on the Trustee when undertaking the process provided for under clause 15.15(a).

15.16 Attribution under AMIT Regime – Member objections

If the Trust is an AMIT and a Member or former Member makes an objection or proposed objection to how the Trustee attributes the Determined Trust Components of the Trust to the Member or former Member under the AMIT Regime, including by making a Member Objection Choice:

(a) the Member or former Member must:
(i) provide the Trustee with a copy of the objection notice including the basis for objection, within the time the Member is required to do so under the Tax Act for the objection to be effective;
(ii) provide to the Trustee any information the Trustee reasonably requests in relation to the Member’s or former Member’s objection or proposed objection;
(iii) indemnify the Trustee against all costs and Liabilities incurred by the Trustee as a result of the objection. This paragraph (iii) does not limit the Trustee’s other rights to indemnification under this constitution.
(b) the Trustee may take such actions as it considers necessary, appropriate or reasonable to provide for the rights and interests of other Members or former Members of the Trust to be protected, including in dealings with the Commissioner of Taxation; and
(c) the Trustee may amend its attribution of Determined Trust Components to Members or former Members based on the Trustee’s determination of what attribution is appropriate, and take such actions as the Trustee determines are necessary to give effect to the amended attribution, including issuing or reissuing AMMA Statements to Members or former Members.

15.17 AMIT Regime Unders/Overs

For any Financial Year that is an AMIT Income Year, the Trustee may determine how any Unders or Overs that arise for the Trust are to be dealt with in accordance with the AMIT Regime. The Trustee is not liable to any Member or former Member with respect to how it addresses any Unders or Overs, provided that the Trustee addresses the Unders or Overs in accordance with the AMIT Regime, and irrespective of whether the choices made result in an attribution outcome for a Member or former Member that is different from the attribution outcome if the Trustee had not made the choice, or had made the choice differently.

15.18 AMIT Regime – exercise of Trustee’s powers

Notwithstanding the status of the Trust as an AMIT for a Financial Year and without limiting clause 17.1, any power exercised or any act, matter or thing done

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by the Trustee which is based on the Trustee’s reasonable belief at the relevant time that the Trust will or will not an AMIT for the Financial Year, will be valid and binding on Members.

15.19 Availability of reinvestment

The Trustee may decide whether to permit the Members to reinvest some or all of any distribution.

15.20 Terms of reinvestment

If the Trustee decides to permit reinvestment, it must notify Members of the procedure and terms for reinvestment and any change in the procedure or terms.

15.21 Issue date

If reinvestment applies to the share of Distributable Income on any Unit held by a Member at the end of a Distribution Period or any part of that share, the Trustee is taken to have received and Accepted an application to reinvest that share of Distributable Income, or part of it at the end of that Distribution Period. The new Units are issued at the time of that Acceptance.

15.22 Liability

To the maximum extent permitted by law, the Trustee does not incur any liability nor is it obliged to account to anyone (including any Member or former Member) nor is it liable for any loss or damage as a result of the exercise of any discretion or power under this clause 15 or under the AMIT Regime in respect of an AMIT Income Year, or in respect of any determination of fact or law made as part of, or as a consequence of, the exercise of such discretion or power despite any error or miscalculation in any provision made for Tax.

15.23 Other distributions

The Trustee may at any time:

(a) distribute any amount of capital to Members pro rata according to the number of Units they hold as at a time decided by the Trustee; or.
(b) distribute any amount of income to Members pro rata according to the number of Units they hold as at a time decided by the Trustee.

The distribution may be in cash or by way of additional Units or a transfer of Assets under clause 16.5. The distribution must be paid as soon as is reasonably practicable.

15.24 Member may direct

The Trustee may act on a direction given by a Member in such form as the Trustee requires to pay to a third party nominated in the direction all or part of the Member’s entitlement to distributions of income and capital under this clause 15 or under clause 27 on winding up.

15.25 Partly Paid Units

The rights of a Member to receive distributions of Distributable Income (or the Distributable Amount, as applicable) in respect of Partly Paid Units they hold are determined in the following order:

(a) as provided in the terms of issue of the relevant Units; or

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16 to the extent that the terms of issue do not specify different income participation rights, then a Unit which is a Partly Paid Unit participates in the distribution of Distributable Income or the Distributable Amount according to the proportion of the Application Price which is paid up on the Unit. Payments

16.1 Payment method

Money payable by the Trustee to a Relevant Security Holder may be paid in any manner the Trustee decides.

16.2 Cheques

Cheques issued by the Trustee that are not presented within 6 months may be cancelled. Where a cheque which is cancelled was drawn in favour of a Relevant Security Holder, the money is to be held by the Trustee for the Relevant Security Holder or paid by the Trustee in accordance with the legislation relating to unclaimed moneys.

16.3 Electronic transfers

Where the Trustee attempts to make a payment by electronic transfer of funds to a Relevant Security Holder and the transfer is unsuccessful on 3 occasions, the money may be held by the Trustee for the Relevant Security Holder or paid by the Trustee in accordance with the legislation relating to unclaimed moneys.

16.4 Rounding

Only whole cents are to be paid, and any remaining fraction of a cent becomes an Asset.

16.5 Transfer of Assets

The Trustee may transfer Assets to a Member rather than pay cash in satisfaction of all or part of a redemption request, in payment of a distribution of income or capital, amounts owing under a buyback or as part of the winding up of the Trust or any other amounts owing to the Member in respect of the Trust, either:

(a) with the consent of the Member; or
(b) if the Trustee reasonably considers the transfer of Assets rather than cash is in the best interests of Members, without the consent of the Member.

The Assets transferred, together with any cash paid, must be of equal value to the total amount due to the Member (based on a valuation which is consistent with the range of ordinary commercial practice for valuation of assets of that type and is reasonably current, having regard to the type of asset involved and prevailing market conditions). If paragraph (a) of this clause 16.5 applies, the costs involved in transfer of these Assets must be paid by the Member or deducted from the amount due to the Member.

For the purposes of this clause 16.5, the Trustee will be taken to have transferred Assets to a Member or former Member where the Trustee has done everything

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reasonably necessary on its part to convey the Assets to the Member or former Member.

16.6 Joint Relevant Security Holders

A payment to any one of joint Relevant Security Holders will discharge the Trustee in respect of the payment.

16.7 Deduction of Tax or amounts owing

The Trustee may deduct from any amount to be paid to a Relevant Security Holder, or received from a Relevant Security Holder, any amount of Tax (or an estimate of it) or any other amount owed by the Relevant Security Holder to the Trustee or any other person which the Trustee is required or authorised to deduct by law or by this constitution or which the Trustee considers should be deducted, including under clauses 15.16(a)(iii), 24.3 or 24.4.

17 Powers of the Trustee

17.1 General powers

(a) Subject to this constitution, the Trustee has all the legal capacity and powers both inside and outside Australia in respect of the Trust that it is possible under the law to confer on a trustee and as though the Trustee were an individual who is the absolute owner of the Assets acting in their personal capacity.
(b) The Trustee is not, and nothing in this constitution entitles the Trustee to act as, the agent of any Member or Members. This is so despite any directions or instructions the Member or Members may give or may be entitled to give to the Trustee.

17.2 Contracting and borrowing powers

Without limiting clause 17.1, the Trustee in its capacity as trustee of the Trust has power to incur all types of obligations and liabilities including:

(a) to borrow and raise money (whether or not on a secured basis and in any manner whatsoever including all forms of financial accommodation and debt facilities), including to issue Financial Instruments;
(b) to grant all types of security (whether for the obligations of the Trustee or another person);
(c) to grant guarantees and indemnities; and
(d) to enter into derivatives.

17.3 Investment and lending powers

Without limiting clause 17.1, the Trustee may in its capacity as trustee of the Trust invest in, dispose of or otherwise deal with property and rights in its absolute discretion. This includes the power to:

(a) invest the whole or part of the Assets in a single type of asset, or in trusts managed or controlled by the Trustee or its related body corporate, or such other investments as the Trustee determines; and

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(b) lend money and on-lend or provide financial accommodation to any person.

17.4 Power of delegation

The Trustee may authorise any person to act as its agent or delegate (in the case of a joint appointment, jointly and severally) to hold title to any Asset, perform any act or exercise any discretion within the Trustee’s power, including the power to appoint in turn its own agent or delegate.

17.5 Terms of delegation

The Trustee may include provisions in the authorisation to protect and assist those dealing with the agent or delegate and to limit the Trustee’s liability, as the Trustee thinks fit.

17.6 Delegate may be an associate

The agent or delegate may be an associate of the Trustee.

17.7 Exercise of discretion

Subject to this constitution, the Trustee may in its absolute discretion decide how, when and how often to exercise its powers.

17.8 Underwriting

Subject to the Corporations Act, the Trustee may enter into an agreement with a person (including an associate of the Trustee) to underwrite the subscription or purchase of Units or to manage the offer of Units on such terms as the Trustee determines. Unless the agreement expressly states otherwise, the underwriter or offer manager will not be an agent or delegate of the Trustee.

17.9 Voting

Subject to the Corporations Act, and without limiting clause 17.1, the Trustee may exercise all voting rights conferred by the Assets at its absolute discretion.

17.10 Credit Rating

The Trustee may arrange to have the Trust given a credit rating by a Ratings Agency and provide undertakings to the Ratings Agency from time to time in order to maintain any credit rating assigned to the Trust.

17.11 Rights and powers in relation to the AMIT Regime

Without limiting clause 17.1, the Trustee has, in addition to its other rights and powers provided for under this constitution and at law:

(a) the power to make an election to determine that the Trust is an AMIT; and
(b) all of the powers and rights which are necessary for or incidental to the Trust being able to be operated in a manner permitted by the Tax Act as an AMIT, including:
(i) being eligible to apply the AMIT Regime;
(ii) complying with the requirements of the AMIT Regime;

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(iii) being properly administered and operated under the AMIT Regime; and
(iv) maintaining equity between the Members as a result of the operation of the AMIT Regime.

18 Retirement of Trustee

18.1 While a Registered Scheme

While the Trust is a Registered Scheme, the Trustee:

(a) may retire as the responsible entity of the Trust as permitted by law; and
(b) must retire as the responsible entity of the Trust when required by law.

Subject to the Corporations Act, the Trustee may appoint in writing, or propose the appointment of, another person to be the Trustee.

18.2 While not a Registered Scheme

While the Trust is not a Registered Scheme, the Trustee:

(a) may retire as the trustee of the Trust on not less than 1 month’s notice to Members (or any shorter period as they agree); and
(b) must retire as the trustee of the Trust if required by law or by all Members.

On retirement, the Trustee may appoint in writing another person to be the Trustee.

18.3 New Trustee

Any replacement Trustee must execute a deed by which it covenants to be bound by this constitution as if it had originally been a party to it.

18.4 Release

When it retires or is removed, the Trustee is released from all obligations in relation to the Trust arising after the time it retires or is removed.

19 Notices to Relevant Security Holders

19.1 Notice

Subject to the Corporations Act, a notice or other communication required to be given to a Relevant Security Holder in connection with the Trust must be given in writing (including by fax or email) or in such other manner as the Trustee determines, and be delivered or sent to the Relevant Security Holder at their physical or electronic address last advised to the Trustee for delivery of notices.

19.2 Cheques

A cheque payable to a Relevant Security Holder may be posted to the their physical address or handed to them or a person authorised in writing by them.

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19.3 Joint Relevant Security Holders

In the case of joint Relevant Security Holders, their physical or electronic address means the physical or electronic address of the Relevant Security Holder first named in the Register.

19.4 When notice received

Subject to the Corporations Act, a notice or other communication sent to a Relevant Security Holder:

(a) by post is taken to be received on the Business Day after it is posted;
(b) by fax is taken to be received 1 hour after receipt by the transmitter of confirmation of transmission from the receiving fax machine; and
(c) by email is taken to be received 1 hour after it is sent if the sender has not received a notice of non-delivery.

A cheque is taken to be received on the Business Day after it is posted.

Proof of actual receipt is not required. The Trustee may determine the time at which other forms of communication will be taken to be received.

20 Notices to the Trustee

20.1 Form of notice

A notice required under this constitution to be given to the Trustee must be given in writing (including by fax), or in such other manner as the Trustee determines.

20.2 When notice received

A notice to the Trustee is effective only at the time of receipt in legible form.

20.3 Signature

The notice must bear the actual, facsimile or electronic signature of the Relevant Security Holder or their duly authorised officer or representative, unless the Trustee dispenses with this requirement.

21 Meetings of Members

21.1 Convening of meetings

The Trustee may at any time convene a meeting of Members, and must do so if required by the Corporations Act.

21.2 Members’ request for meeting - not Registered Scheme

While the Trust is not a Registered Scheme:

(a) the Trustee must call and arrange to hold a meeting of Members to consider and vote on a proposed Resolution on the request of Members with at least 15% of the votes that may be cast on the resolution; and

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(b) sections 252B(2), (3), (6), (7) and (8) of the Corporations Act apply to the calling of a meeting referred to in sub-paragraph (a) as if the Trust were a Registered Scheme.

21.3 Members’ request for meeting - Registered Scheme

While the Trust is a Registered Scheme, the provisions of the Corporations Act apply to determine the circumstances if any in which a meeting must be convened on the request of Members.

21.4 Notice period

While the Trust is not a Registered Scheme, at least 10 days’ notice of a meeting must be given to Members, or such shorter notice as they agree.

21.5 Notice while Registered Scheme

While the Trust is a Registered Scheme, the requirements for notice of meetings of Members are governed by the Corporations Act.

21.6 Trustee may determine

Subject to this clause 21, the Corporations Act and the Listing Rules, the Trustee may determine the time and place at which a meeting of Members will be convened and the manner in which the meeting will be conducted including a meeting of Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

21.7 Quorum

The quorum for a meeting of Members is at least 2 Members present in person or by proxy together holding or representing at least 10% of all Units, and:

(a) if one or more of those Members is excluded from voting on any Resolution proposed at the meeting they may still be counted towards the quorum; and
(b) if the Trust has only one Member, that one Member may appoint two proxies each to exercise a proportion of the Member’s votes at the meeting, and those 2 proxies will constitute a quorum.

21.8 No quorum

If a quorum is not present within 15 minutes after the scheduled time for the meeting, the meeting is:

(a) if convened on the requisition of Members - dissolved; or
(b) otherwise - adjourned to such place and time as the Trustee decides.

At any adjourned meeting, those Members present in person or by proxy constitute a quorum.

21.9 Chairman

Subject to the Corporations Act, the Trustee may appoint a person to chair a meeting of Members.

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21.10 Conduct of meeting

The decision of the chairman on any matter relating to the conduct of the meeting is final.

21.11 Adjournment

The chairman has power to adjourn a meeting for any reason to a place and time as the chairman thinks fit.

21.12 Postponement or cancellation

The chairman has power to cancel a meeting or postpone a meeting for any reason to a place and time as the chairman thinks fit.

21.13 Voting - not a Registered Scheme

(a) While the Trust is not a Registered Scheme, voting is by a show of hands, unless a poll is duly demanded or the Resolution proposed is required by this constitution or by law to be decided by a percentage of all Units.
(b) Subject to the rights, obligations and restrictions attaching to any particular Units, each Member who is present in person or by proxy has:
(i) on a show of hands, one vote; and
(ii) on a poll, one vote for each Unit held.
(c) In the case of joint Members, only the first named in the Register may vote unless the Trustee otherwise agrees.

21.14 Voting - Registered Scheme

While the Trust is a Registered Scheme, subject to clause 21.17, the provisions of the Corporations Act governing voting for meetings of members of Registered Schemes apply to the Trust.

21.15 Proxies

Subject to clause 21.16, the provisions of the Corporations Act governing proxies for meetings of members of Registered Schemes apply to the Trust.

21.16 Validity of proxy

The Trustee may determine that the appointment of a proxy is valid even if it contains only some of the information required by the Corporations Act.

21.17 Demand for a poll

A poll may be demanded by the chairman, or by Members present in person or by proxy holding at least 5% of Units.

21.18 Resolutions binding

A Resolution by:

(a) Members binds all Members; or
(b) Members of a Class, binds all Members of that Class,

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whether or not they voted or were present at the meeting (in the case of a Resolution passed at a meeting) or whether or not they signed the Resolution (in the case of a Resolution in writing).

21.19 Objection at meeting

No objection may be made to any vote cast unless the objection is made at the meeting.

21.20 Non-receipt

If a Member does not receive a notice (including if notice was accidentally omitted to be given to them) the meeting is not invalidated.

21.21 Option Holders and Financial Instrument Holders

Clauses 21.1 to 21.20 apply to meetings of Option Holders and Financial Instrument Holders with any necessary modifications.

21.22 Class meetings

Subject to the Corporations Act, the provisions of this deed relating to meetings of Members apply so far as they are capable of application to a meeting of a Class of Members.

22 Rights and liabilities of Trustee

22.1 Holding Units

The Trustee and its associates may hold Units in the Trust, or interests in any trust or company which is an associate of any of them, in any capacity.

22.2 Other capacities

Subject to the Corporations Act, the Trustee (and any of its associates to the extent applicable) may:

(a) deal with itself (as trustee of the Trust or in another capacity), its associates or with any Member, including to engage any of its associates to provide services to the Trustee or to redeem Units it has acquired as a result of forfeiture and vesting under clause 7.6;
(b) be interested in any contract or transaction with itself (as trustee of the Trust or in another capacity), its associates or with any Member or any other person; and
(c) act in the same or a similar capacity in relation to any other managed investment scheme or trust,

and retain for its own benefit any profits or benefits derived from any of these acts, dealings, relationships, capacities, contracts or transactions.

22.3 Trustee may rely

The Trustee may take and may act on:

(a) the opinion or advice of counsel or solicitors, whether or not instructed by the Trustee, in relation to the interpretation of this constitution or any other document or generally in connection with the Trust;

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(b) advice, opinions, statements or information from any bankers, accountants, auditors, valuers and other persons consulted by the Trustee who are believed by the Trustee in good faith to be expert in relation to the matters on which they are consulted;
(c) a document which the Trustee believes in good faith to be the original or a copy of an appointment by a Relevant Security Holder of a person to act as their agent for any purpose connected with the Trust; and
(d) any other document provided to the Trustee in connection with the Trust on which it is reasonable for the Trustee to rely,

and the Trustee will not be liable for anything done or omitted by it in good faith in reliance on any opinion, advice, statement, information or document.

23 Limitation of liability and indemnity in favour of Trustee

23.1 Limitation on Trustee’s liability

While the Trust is a Registered Scheme, the Trustee is not liable in contract, tort or otherwise to Relevant Security Holders for any loss suffered in any way relating to the Trust except to the extent that the Corporations Act imposes such liability.

23.2 Liability while Trust is not a Registered Scheme

While the Trust is not a Registered Scheme, if the Trustee acts in good faith and without gross negligence, it is not liable in contract, tort or otherwise to Relevant Security Holders for any loss suffered in any way relating to the Trust.

23.3 Liability limited to Assets

Subject to the Corporations Act, the liability of the Trustee to any person other than a Member in respect of the Trust including any contracts entered into as trustee of the Trust or in relation to any Assets is limited to the Trustee’s ability to be indemnified from the Assets.

23.4 Indemnity in favour of Trustee

The Trustee is entitled to be indemnified out of the Assets for any liability incurred by it in properly performing its duties in relation to the Trust.

23.5 Liability for agents

To the extent permitted by the Corporations Act, and otherwise without limitation, the indemnity under clause 23.4 includes any liability incurred as a result of any act or omission of a delegate or agent appointed by the Trustee.

23.6 Indemnity continues

The indemnity in clause 23.4 is in addition to any indemnity allowed by law. It continues to apply after the Trustee retires or is removed as trustee of the Trust.

23.7 Right of indemnity not affected by unrelated breach

Where a Liability is incurred pursuant to a proper exercise of the Trustee’s powers in the proper performance of its duties in relation to the Trust under this constitution or at law, the Trustee may exercise any of its rights of indemnification

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or reimbursement out of the Assets to satisfy that Liability to any creditor or the Trustee (in its capacity as trustee or responsible entity of the Trust), despite any loss the Trust may have suffered or any diminution in the value of Assets as a consequence of any unrelated act or omission by the Trustee or by any person or entity acting on behalf of the Trustee.

24 Liability of Relevant Security Holders

24.1 Liability limited

Subject to clauses 24.3 and 24.6, the liability of a Member is limited to the amount if any which remains unpaid in relation to the Member’s subscription for their Units.

24.2 Member need not indemnify

A Member need not indemnify the Trustee if there is a deficiency in the Assets or meet the claim of any creditor of the Trustee in respect of the Trust.

24.3 Tax or User Pays Fees

The Trustee is entitled to be indemnified by a present or former Relevant Security Holder to the extent that the Trustee incurs any liability for Tax or User Pays Fees as a result of:

(a) that person’s action or inaction; or
(b) an act or omission requested by that person; or
(c) any other matter arising in connection with Relevant Securities held by that person,

but, in the absence of a separate agreement with the Relevant Security Holder, is not otherwise entitled to be indemnified by them.

24.4 AMIT Indemnity

Without limiting clause 15.16(a)(iii), 23.4 or 24.3, the Trustee is entitled to be indemnified by a Member or former Member for:

(a) any Tax (or estimate of it) payable by the Trustee under or in connection with the AMIT Regime and which the Trustee determines is properly referable to the Member or former Member; and
(b) any other costs, expenses or liabilities incurred by the Trustee as a result of being liable to such Tax, and claiming on the indemnity provided by the Member or former Member under clause 23.4 in the circumstances contemplated in clause 24.4(a).

24.5 Joint Relevant Security Holders

Joint Relevant Security Holders are jointly and severally liable in respect of all payments, including payments in respect of Partly Paid Units and payments of Tax and User Pays Fees to which clause 24.3 applies.

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24.6 Recourse

In the absence of separate agreement with a Relevant Security Holder, the recourse of the Trustee or any creditor, and any person claiming through them, is limited to the Assets.

24.7 Restrictions

A Relevant Security Holder:

(a) must not interfere with any rights or powers of the Trustee under this constitution;
(b) must not exercise a right in respect of an Asset or lodge a caveat or other notice affecting an Asset or otherwise claim any interest in an Asset; and
(c) may not require an Asset to be transferred to them.

25 Remuneration and expenses of Trustee

25.1 Fees payable from the Assets

The fee in clause 25.3 is payable to the Trustee out of the Assets.

25.2 Fees subject to Corporations Act

While the Trust is a Registered Scheme, the fee in clause 25.3 may only be paid to the Trustee to the extent that it is payable in relation to the proper performance of the Trustee’s duties as responsible entity of the Trust.

25.3 Management fee[13]

Subject to the Corporations Act, the Trustee is entitled to be paid a management fee equal to the Trustee’s reasonable costs, including all overheads and internal expenses of the Trustee and whether the costs are incurred directly by the Trustee or reimbursed by the Trustee to any of its related bodies corporate, in providing its services as Trustee for which it is not otherwise reimbursed pursuant to clause 25.5.

This fee is to be payable from time to time upon demand by the Trustee, provided that the Trustee may make a demand for payment of all or part of the fee only once it has incurred the relevant costs, whether or not it has paid those costs. The entitlement to this fee commences from the date the Trust commences and continues to the date of final distribution on winding up of the Trust. The Trustee must produce a statement within 1 month from the end of each Quarter setting out the management fee for the Quarter and any amount remaining unpaid (unless the Trustee has waived its management fee for the Quarter or is not entitled to a management fee for the Quarter, in which case the Trustee does not need to produce a statement for the Quarter).

The Trustee is not entitled to a management fee in respect of any period during which it is not appointed as trustee or responsible entity of the Trust.

13 The management fee reflects the provision of the Trustee’s services “at cost”, with no profit component payable by Members. This is common for “internalised” structures where the holders of Stapled Securities effectively own the responsible entity as well as units in the trust.

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25.4 Deferral and waiver of fees

The Trustee may accept lower fees than it is entitled to receive under this constitution, or may defer payment for any period and may also charge variable fees:

(a) while the Trust is a Registered Scheme, in relation to any Class or Members generally, if and to the extent permitted by the Corporations Act (including the conditions of any applicable ASIC Relief), based on bands, tiers or other criteria nominated in the relief instrument or by the Trustee; or
(b) while the Trust is not a Registered Scheme, in relation to any Member.

If payment is deferred, the relevant fee accrues daily until paid.

25.5 Expenses

All expenses incurred by the Trustee in connection with the Trust are payable or reimburseable out of the Assets or out of the assets of a controlled sub trust of the Trust[14] , but while the Trust is a Registered Scheme reimbursement or payment is only available in relation to the proper performance of the Trustee’s duties as responsible entity of the Trust and is reimburseable out of the Assets (or the assets of the sub trust as the case may be) to the extent that reimbursement is not prohibited by the Corporations Act. This includes the expenses connected with the following:

(a) this constitution, the formation of the Trust and any investment vehicle in which the Trust expects to have a direct or indirect interest, substantially in proportion to the proposed interest;
(b) registration of the Trust as a Registered Scheme;
(c) the preparation, review, distribution and promotion of any product disclosure statement, offering memorandum or other disclosure document in respect of Relevant Securities or other promotion of the Trust;
(d) the acquisition, disposal, insurance, custody (including custodian fees) and any other dealing with Assets;
(e) any proposed acquisition, disposal or other dealing with any investment;
(f) borrowing arrangements and raising money on behalf of the Trust or guarantees in connection with the Trust, including hedging costs, and costs relating to interest rate swaps or any gearing facility;
(g) the investigation, negotiation, acquisition (including any costs associated with the establishment of an entity to hold property), registration, custody, holding, management, supervision, maintenance, insurance, valuation, sale of or other dealing with property in which the Trust has a direct or indirect interest (or attempting or proposing to do so) and the receipt, collection or distribution of income or other Assets;
(h) the investigation, negotiation, acquisition (including any costs associated with the establishment of an entity to hold property), registration,

14 This would need to be authorised under the sub trust deed as well. This drafting addresses section 601GA(2) - that a right to be paid fees or indemnified out of Trust property must be “specified in the constitution”. The property of a controlled sub trust of the Trust can be Trust property.

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custody, holding, management, supervision, maintenance, insurance, valuation, sale of or other dealing with property in which the Trust has a direct or indirect interest (or attempting or proposing to do so) and the receipt, collection or distribution of income or other Assets;

(i) the services of asset managers, property managers, development managers, project managers, leasing agents, sales agents and collection agents appointed in respect of any real property in which the Trust has a direct or indirect interest, which may include an associate of the Trustee;
(j) the Management Services Agreement including base or performance fees and expenses payable to the Manager;
(k) rates, development, repair, insurance and redevelopment costs, insurance broking and quantity surveyor’s fees, subdivision and building costs, normal building operating expenses not paid by tenants, costs of leasing (including marketing) and leasing incentives in relation to any real property in which the Trust has a direct or indirect interest;
(l) travel and accommodation expenses of directors and employees of the Trustee in connection with the acquisition, holding, management, supervision, repair, maintenance, valuation, disposal or proposed disposal or any transaction in connection with any Asset or proposed Asset;
(m) the administration or management of the Trust or its Assets and Liabilities, including expenses in connection with maintaining the Register and dealings with Relevant Securities;
(n) costs of the admission of the Trust to the Official List and compliance with the Listing Rules;
(o) underwriting or managing any subscription or purchase of Relevant Securities, including underwriting, offer management and brokerage fees and commission, handling fees, costs and expenses, amounts payable under indemnity or reimbursement provisions in an underwriting, offer management or broking agreement and any amounts becoming payable in respect of any breach (other than for negligence, fraud or breach of duty) by the Trustee of its obligations, representations or warranties under such agreement;
(p) convening and holding meetings of Relevant Security Holders, the implementation of any Resolutions and communications with Relevant Security Holders;
(q) Tax (including any amount charged by a person making a supply both to the Trustee by way of or as a reimbursement for GST), costs incurred in the implementation and application of the AMIT Regime and financial institution fees;
(r) the engagement of agents, valuers, contractors and advisers (including legal advisers) whether or not the agents, valuers, contractors or advisers are associates of the Trustee;
(s) accounting and compliance with taxation laws and procedures (whether internal expenses of the Trustee or paid to third parties) and the preparation and audit of the taxation returns and accounts of the Trust;
(t) termination of the Trust and the retirement or removal of the Trustee and the appointment of a replacement;

Consolidated Constitution of GDI Property Trust

(u) any court proceedings, arbitration or other dispute concerning a Trust including proceedings against the Trustee, except to the extent that the Trustee is found by a court to be in breach of trust or to have been grossly negligent, in which case any expenses paid or reimbursed under this paragraph must be repaid;
(v) all damages, expenses, payments, legal and other costs and disbursements incurred by the Trustee in relation to or in connection with any claim, dispute or litigation (“ Claim” ) arising as a result of or in connection with any untrue representation or warranty contained in any document relating to any investment by the Trust including any project document in connection with the investment and any offering document or borrowing document in connection with the Trust except where the Claim arises out of the fraud or wilful default of the Trustee;
(w) any compliance committee established by the Trustee in connection with the Trust, including any fees paid to or insurance premiums in respect of Compliance Committee Members;
(x) while the Trust is a Registered Scheme and there is no compliance committee, any costs and expenses associated with the board of directors of the Trustee carrying out the functions which would otherwise be carried out by a compliance committee, including any fees paid to or insurance premiums in respect of external directors whose appointment or tenure satisfies the requirements of Chapter 5C of the Corporations Act;
(y) fees payable to any audit committee for the Trust appointed in accordance with ASX corporate governance guidelines or otherwise;
(z) the preparation, implementation, amendment and audit of the compliance plan;
(aa) the cost of handling complaints from Members and resolving disputes with them, including the cost of membership of an external dispute resolution Trust;
(bb) the cost of the Trustee employing a compliance officer to carry out compliance duties under the compliance plan, in so far as the allocation of their time is attributable to matters connected with the Trust;
(cc) complying with any law, and any request or requirement of ASIC or ASX;
(dd) any Stapling of Units to Attached Securities;
(ee) in connection with any Stapling Proposal, Top Hat Proposal, Exchange Proposal or any other Reorganisation Proposal ; and
(ff) having the Trust rated by a Ratings Agency.

In this clause 25, “Expenses” includes amounts paid by the Trustee to related bodies corporate for services where the expenses would have been reimburseable had they been incurred by the Trustee.

25.6 GST

Except where stated otherwise, all amounts in this constitution do not include any amount payable on account of GST. If the Trustee is or becomes liable to pay GST in respect of any supply under or in connection with this constitution then, in addition to any fee or other amount or consideration payable to the Trustee in respect of the supply, the Trustee is entitled to be paid out of the Assets an

Consolidated Constitution of GDI Property Trust

additional amount on account of GST. This amount is to be calculated by multiplying the fee, amount or consideration for the part of the supply which is a taxable supply for GST purposes by the prevailing rate of GST.

In relation to fees that are expressed as GST inclusive in this constitution, this clause applies only to the extent to which there has been an increase in the rate of GST so that the new GST inclusive fee is determined by converting the existing GST inclusive fee to a GST exclusive figure and multiplying it by the prevailing rate of GST.

25.7 Input tax credits

If the Trustee is not entitled to an input tax credit in respect of the amount of any GST charged or recovered from the Trustee by any person, or payable by the Trustee by way of reimbursement of GST referable directly or indirectly to any supply made under or in connection with this constitution, the Trustee is entitled to recover from the Trust by way of reimbursement an additional amount equivalent to the amount of the input tax.

25.8 Amendment of certain provisions is contemplated

Without limiting clause 28, the Trustee has power to amend:

(a) any part of this clause 25 with the effect of increasing or decreasing any amount of fees due to it, or introducing new types of fees, or to otherwise amend, delete or replace any of the provisions of this clause 25; and
(b) the Stapling Provisions or any other part of this constitution to allow for the stapling of a new Attached Security to the Stapled Securities already in existence,

if:

(c) while the Trust is a Registered Scheme, the Trustee complies with any applicable requirements of the Corporations Act relating to:
(i) amending the constitution of a Registered Scheme, and
(ii) increasing fees or charges in relation to a Registered Scheme or stapling (as relevant), or
(d) while the Trust is not a Registered Scheme, the Trustee obtains the written consent of the sole Member or if there is more than one Member, gives at least 5 Business Days’ prior notice to Members of the amendment or complies with clause 28.2.

26 Duration of the Trust

26.1 Initial settlement and the Settlement Sum

(a) The Trust commences when the Settlor contributes the Settlement Sum of $100 (or another amount determined by the Trustee) and the Trustee accepts that sum as property of the Trust to be held for the future benefit of the persons who become the Initial Unitholders. No Units will be issued in exchange for the Settlement Sum, and the Settlor will not have any right to participate in distributions of Distributable Income or in the distribution in the proceeds of winding up of the Trust.

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(b) If no Units have been issued to any person by 30 June 2015, the Trust will terminate and the Trustee must donate the Settlement Sum (less any properly incurred expenses) to a registered charity of its choice.

26.2 Termination

The Trust terminates on the earliest of:

(a) while the Trust is a Registered Scheme;
(i) a date which the Members determine by extraordinary resolution (as defined in the Corporations Act); or
(ii) a date determined by the Trustee and advised to Members by notice in writing not less than 60 days before the proposed date of termination;
(b) while the Trust is not a Registered Scheme, a date determined by the Trustee and specified in a notice to Members sent at least 1 month before the proposed termination, unless all Members consent to shorter notice; and
(c) the date on which the Trust terminates in accordance with clauses 26.1 or 26.3, any other provision of this constitution, or by law.

26.3 Change in taxation

If at any time legislation is enacted the result of which is that the Trustee is liable to pay any income tax or capital gains tax (other than withholding tax or tax of a similar nature) on the income of the Trust other than income not distributed to Members, the Trustee may call a meeting of the Members to consider winding up the Trust and if by special resolution the meeting so decides, the Trustee may wind up the Trust.

26.4 Restriction on issue and redemption of Units

Despite any other provisions in this constitution, no Units may be issued or redeemed after the 80th anniversary of the day preceding the day the Trust commenced, unless that issue or redemption would not offend the rule against perpetuities, or any other rule of law or equity.

27 Procedure on termination

27.1 Realisation of Assets and payment of expenses

Following termination, the Trustee must:

(a) realise the Assets except to the extent it determines to distribute Assets to Members in accordance with clause 16.5 pro rata according to their holding of Units as part of winding up of the Trust; and
(b) make payments (or set aside estimated amounts) from the Assets to pay the Trust’s expenses and liabilities, and the costs or anticipated costs of winding up the Trust. These amounts will reduce the proceeds of winding up that a Member may otherwise receive, but a Member is not required to pay any of these amounts from their own funds.

To the extent that realisation of Assets is required, this must be completed in 180 days if practical and in any event as soon as possible after that. The Trustee

Consolidated Constitution of GDI Property Trust

may, however, postpone realisation of the Assets or any Asset if the Trustee reasonably considers it would be in the best interests of Members to do so and the Trustee is not responsible for any consequent loss or damage attributable to that postponement.

27.2 Auditor and liquidator

(a) If at the time it is to be wound up the Trust is a Registered Scheme, the Trustee must arrange for an independent audit of the final accounts of the Trust by a registered company auditor.
(b) If the Trust is to be wound up because its Liabilities exceed its Assets or there is expected to be insufficient cash for the Trustee to meet Liabilities from the Assets as and when they fall due, the Trustee may appoint an appropriately qualified liquidator to carry out the winding up, and delegate to the liquidator the powers of the Trustee under this constitution as necessary to facilitate the winding up.

27.3 Distribution following termination

Subject to any rights, obligations and restrictions attaching to any particular Unit or Class and to clause 16.5, the net proceeds of realisation, after making allowance for all Liabilities of the Trust (actual and anticipated) including entitlements of Members to a share of Distributable Income and meeting the expenses (including anticipated expenses) of the termination, and taking into account Assets which are to be distributed pro rata to Members as part of the winding up, must be distributed to Members in accordance with the following formula for the amount a particular Member is to receive:

==> picture [76 x 26] intentionally omitted <==

Where:

A = the amount remaining in the Trust, excluding unpaid amounts in relation to Partly Paid Units and any interest on those amounts (if applicable), after deduction of the Liabilities and expenses referred to in this clause 27.3;
B = the aggregate of the number of Units held by the Member as at termination, including both Fully Paid Units and Partly Paid Units;
C = the aggregate of the total number of Units in issue as at termination, including both Fully Paid Units and Partly Paid Units;
X = the aggregate of the amounts remaining unpaid on all Partly Paid Units in issue (if any) and interest (if applicable); and
Y = the aggregate of the amounts remaining unpaid on all Partly Paid Units held by the Member (if any) as at termination and interest (if applicable).

If the calculation of the entitlement to distribution of capital in respect of a particular Member in accordance with the formula in this clause 27.3 results in a negative dollar amount, then that Member must pay to the Trustee within 30 days of the date of a written request to do so that dollar amount, and the amount so required to be paid will become an Asset available for distribution on the winding up of the Trust.

The Trustee may distribute any Assets and the net proceeds of realisation in instalments.

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27.4 Provisions continue to apply

Subject to the Corporations Act and this constitution, the provisions of this constitution continue to apply from the date of termination until the date of final distribution under clause 27.3, but during that period the Trustee may not:

(a) accept any applications for Units from a person who is not an existing Member and the Trustee is under no obligation to consider or process redemption requests received after the date of termination; or
(b) accumulate an amount under clause15.5(a)(i) for the last Distribution Period of the Trust.

28 Amendments to this constitution

28.1 Trustee may amend

Subject to the Corporations Act, while the Trust is a Registered Scheme, this constitution may be amended:

(a) by Resolution; or
(b) by deed executed by the Trustee.

If the constitution is amended by Resolution, the Trustee may give effect to the amendments by executing a supplemental deed.

28.2 While not a Registered Scheme

While clause 28.1 does not apply, the Trustee may by deed amend this constitution, but the amendment must not result in any defeasance of the entitlement to income or capital of the Trust that a Member would otherwise have had.

28.3 Attribution Managed Investment Trust

Without limiting the Trustee’s powers in clauses 28.1 or 28.2, but subject to the Corporations Act, the Trustee may make any change to this constitution or take any other action which the Trustee reasonably believes is necessary or desirable to:

(a) facilitate compliance with the preconditions for the operation of the AMIT Regime in relation to the Trust;
(b) facilitate compliance with the terms of the AMIT Regime in relation to the Trust, including any provisions of the AMIT Regime that, if not complied with, would result in any additional liability or penalty for the Trustee or Members;
(c) facilitate the proper administration and operation of the Trust under the AMIT Regime and ensure that there is an appropriate and equitable application of the powers and rights of the Trustee and Members that arise under the AMIT Regime; or
(d) comply with the conditions of any ASIC Relief issued in relation to the AMIT Regime, or facilitate operation of the Trust in reliance on such relief.

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29 Regulatory provisions and paramountcy

29.1 Listing Rules

While the Trust is included in the Official List:

(a) despite anything contained in this constitution, if the Listing Rules prohibit an act being done, the act will not be done;
(b) nothing contained in this constitution prevents an act being done that the Listing Rules require to be done;
(c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);
(d) if the Listing Rules require this constitution to contain a provision and it does not contain such a provision, this constitution is taken to contain that provision;
(e) if the Listing Rules require this constitution not to contain a provision and it contains the provision, this constitution is taken not to contain that provision; and
(f) if any provision of this constitution is or becomes inconsistent with the Listing Rules, this constitution is taken not to contain that provision to the extent of the inconsistency.

29.2 Corporations Act and ASIC Relief

(a) If the Corporations Act requires that this constitution contain certain provisions, or if ASIC Class Order [CO 13/655] (or any other ASIC Relief on which the Trustee has determined it wishes to rely or which is expressly applicable to the Trust and the Trustee) requires provisions to a certain effect to be contained in this constitution in order for the ASIC Relief to apply (“ Required Provisions ”); or
(b) if any part of this constitution (a “ Required Part ”) is included to comply with the requirements of the Corporations Act, Listing Rules, ASIC or ASX (“ Regulatory Requirement ”) and that Regulatory Requirement ceases or changes,

then, to the extent the Corporations Act allows, this constitution is taken to be amended so that the Required Provisions are included as separate provisions, or the Required Part is deleted or amended to reflect the amended Regulatory Requirement. The Required Provisions prevail over any other provisions of this constitution to the extent of any inconsistency.

The Members:

(i) authorise the Trustee to make the amendments referred to in this clause 29.2 in a deed and, if required, to lodge it with ASIC; and
(ii) agree that, subject to the Corporations Act, their rights under this constitution do not include or extend to a right not to have this constitution amended to comply with a Regulatory Requirement or to include Required Provisions.

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29.3 Application of Corporations Act and Listing Rules

In this constitution:

(a) except as otherwise provided in a particular clause or by law, a requirement of the Corporations Act only applies while the Trust is a Registered Scheme; and
(b) a requirement of the Listing Rules only applies while the Trust is Listed.

29.4 ASIC Class Orders

In accordance with ASIC Class Order [CO 98/1808] or its equivalent or any similar ASIC Relief from subsections 601GC(1) and (2) of the Corporations Act, and for so long as they apply to the Trust, a change in the text of this constitution because of the operation of clause 29.2 that is covered by the relief instrument is not a modification of, or the repeal and replacement of, the constitution for the purposes of subsections 601GC(1) and (2) of the Corporations Act. Changes in the text of the constitution to which this clause 29.4 applies are made pursuant to the power in clause 28.1 but in respect of those changes the requirements of clause 28.1 are to be read subject to this clause 29.4.

29.5 Paramountcy of provisions

Subject to the Corporations Act and the Listing Rules, the following provisions prevail over other provisions of this constitution in the following order to the extent of any inconsistency:

(a) first, clauses 29.1 and 29.2 and provisions taken to be included or amended under them; and
(b) then, the Stapling Provisions set out in schedule 1 and the provisions in clause 14 regarding Stapling and the Stapling Provisions;
(c) then, the provisions in clause 14 relating to the IPO Proposal; and
(d) then, the Reorganisation Proposals set out in clauses 14.4 to 14.9.

Paragraph (b) and (c) only prevail where this would not result in a breach of the Corporations Act, the Listing Rules or any other law.

30 Compliance committee

While the Trust is a Registered Scheme, if any Compliance Committee Member incurs a liability in that capacity in good faith, the Compliance Committee Member is entitled to be indemnified out of the Assets in respect of that liability to the extent permitted by the Corporations Act.

31 Complaints

While the Trust is a Registered Scheme, if a Member submits to the Trustee a Complaint in relation to the Trust, the Trustee:

(a) must, if the Member is a Retail Client, comply with the requirements of section 912A(2) of the Corporations Act applicable to the Complaint[15] ; and

15 See ASIC RG 134.136

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(b) in respect of a Complaint from a Member who is not a Retail Client[16] :
(i) must acknowledge receipt of the Complaint as soon as possible and in any event within 14 days from receipt;
(ii) must ensure that the Complaint receives proper consideration resulting in a determination by a person or body designated by the Trustee as appropriate to handle complaints;
(iii) where the Complaint relates to an error which is capable of being corrected without affecting the rights of third parties, must act in good faith to deal with the Complaint by endeavouring to correct the error;
(iv) may give any of the following remedies to the complainant:
- (A) information and explanation regarding the circumstances giving rise to the Complaint;
- (B) an apology; or
- (C) compensation for loss incurred by the Member as a direct result of any breach; and
(v) must communicate to the complainant as soon as practicable and in any event not more than 45 days after receipt by the Trustee of the Complaint:
- (A) the determination in relation to the Complaint;
- (B) any remedies available to the Member; and
- (C) information regarding any further avenue for Complaint.

32 Restricted Securities

32.1 Disposal of Restricted Securities

If the Listing Rules require, Restricted Securities cannot be disposed of during the Escrow Period and the Trustee must not register a transfer of Restricted Securities during the Escrow Period except as permitted by the Listing Rules or ASX.

32.2 Restriction on distributions and voting rights

During a breach of a restriction agreement or the Listing Rules relating to Units which are Restricted Securities, the Member who holds those Restricted Securities is not entitled to any distribution from the Trust, nor any voting rights, in respect of those Restricted Securities.

33 Small holdings

33.1 Application of this clause

This clause 33 applies while the Units are Officially Quoted.

16 The Trustee may treat retail and wholesale clients differently for this purpose – see RG 134.146 and [CO 13/656].

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33.2 Divestment Notice

If the Trustee determines that a Member is a Small Holder or a New Small Holder the Trustee may give the Member a Divestment Notice to notify the Member:

(a) that the Member is a Small Holder or a New Small Holder, the number of Units making up and the Market Value of the Small Holding or New Small Holding and the date on which the Market Value was determined;
(b) that the Trustee intends to sell the Relevant Units in accordance with this clause 33 after the end of the Relevant Period specified in the Divestment Notice;
(c) if the Member is a Small Holder, that the Member may at any time before the end of the Relevant Period notify the Trustee in writing that the Member desires to retain the Relevant Units and that if the Member does so the Trustee will not be entitled to sell the Relevant Units under that Divestment Notice; and
(d) after the end of the Relevant Period the Trustee may for the purpose of selling the Relevant Units that are in a CS Facility holding initiate a holding adjustment to move those Units from that CS Facility holding to an Issuer Sponsored Holding or certificated holding.

If the Operating Rules of a CS Facility apply to the Relevant Units, the Divestment Notice must comply with those Operating Rules.

33.3 Relevant Period

For a Divestment Notice given to a Small Holder, the Relevant Period must be at least six weeks from the date the Divestment Notice was given. For a Divestment Notice given to a New Small Holder, the Relevant Period must be at least seven days from the date the Divestment Notice was given.

33.4 Trustee can sell Relevant Units

At the end of the Relevant Period the Trustee is entitled to sell on-market or in any other way determined by the Directors:

(a) the Relevant Units of a Member who is a Small Holder, unless that Member has notified the Trustee in writing before the end of the Relevant Period that the Member desires to retain the Relevant Units, in which event the Trustee must not sell those Relevant Units under that Divestment Notice; and
(b) the Relevant Units of a Member who is a New Small Holder.

33.5 No obligation to sell

The Trustee is not bound to sell any Relevant Units which it is entitled to sell under this clause 33 but unless the Relevant Units are sold within six weeks after the end of the Relevant Period the Trustee’s right to sell the Relevant Units under the Divestment Notice relating to those Units lapses and it must notify the Member to whom the Divestment Notice was given accordingly.

33.6 Trustee as Member’s attorney

To effect the sale and transfer by the Trustee of Relevant Units of a Member, the Member appoints the Trustee and each Director and Secretary of the Trustee jointly and severally as the Member’s attorney in the Member’s name and on the Member’s behalf to do all acts and things which the Trustee considers necessary

Consolidated Constitution of GDI Property Trust

or appropriate to effect the sale or transfer of the Relevant Units and, in particular:

(a) to initiate a holding adjustment to move the Relevant Units from a CS Facility holding to an Issuer Sponsored Holding or a certificated holding; and
(b) to execute on behalf of the Member all deeds instruments or other documents necessary to transfer the Relevant Units and to deliver any such deeds, instruments or other documents to the purchaser.

33.7 Conclusive evidence

A statement in writing by or on behalf of the Trustee under this clause 33 is (in the absence of manifest error) binding on and conclusive against a Member. In particular, a statement that the Relevant Units specified in the statement have been sold in accordance with this clause 33 is conclusive against all persons claiming to be entitled to the Relevant Units and discharges the purchaser from all liability in respect of the Relevant Units.

33.8 Registering the purchaser

The Trustee must register the purchaser of Relevant Units as the holder of the Relevant Units transferred to the purchaser under this clause. The purchaser is not bound to see to the application of any money paid as consideration. The title of the purchaser to the Relevant Units transferred to the purchaser is not affected by any irregularity or invalidity in connection with the actions of the Trustee under this clause 33.

33.9 Payment of proceeds

Subject to clause 33.10, where:

(a) Relevant Units of a Member are sold by the Trustee on behalf of the Member under this clause; and
(b) the certificate for the Relevant Units (unless the Trustee is satisfied that the certificate has been lost or destroyed or the Relevant Units are uncertificated securities) has been received by the Trustee,

the Trustee must, within 60 days of the completion of the sale, send the proceeds of sale to the Member entitled to those proceeds by sending a cheque payable to the Member through the post to the address of the Member shown in the Register, or in the case of joint holders, to the address shown in the Register as the address of the Member whose name first appears in the Register. Payment of any money under this clause is at the risk of the Member to whom it is sent.

33.10 Costs

In the case of a sale of the Relevant Units of a New Small Holder in accordance with this article, the Trustee is entitled to deduct and retain from the proceeds of sale, the costs of the sale as determined by the Trustee. In any other case, the Trustee or a purchaser must bear the costs of sale of the Relevant Units. The costs of sale include all stamp duty, brokerage and government taxes and charges (except for tax on income or capital gains of the Member) payable by the Trustee in connection with the sale and transfer of the Relevant Units.

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33.11 Remedy limited to damages

The remedy of a Member to whom this clause applies, in respect of the sale of the Relevant Units of that Member is expressly limited to a right of action in damages against the Trustee to the exclusion of any other right, remedy or relief against any other person.

33.12 Dividends and voting suspended

Unless the Trustee determines otherwise, where a Divestment Notice is given to a New Small Holder in accordance with this article, then despite any other provision in this constitution, the rights to receive payment of dividends and to vote attached to the Relevant Units of that Member are suspended until the Relevant Units are transferred to a new holder or that Member ceases to be a New Small Holder. Any dividends that would, but for this article, have been paid to that Member must be held by the Trustee and paid to that Member within 60 days after the earlier of:

(a) the date the Relevant Units of that Member are transferred; and
(b) the date that the Relevant Units of that Member cease to be subject to a Divestment Notice.

33.13 Twelve month limit

If it is a requirement of the Listing Rules, the Trustee must not give a Small Holder more than one Divestment Notice in any 12 month period (except as contemplated by clause 33.14).

33.14 Effect of takeover bid

From the date of the announcement of a takeover bid for the Units until the close of the offers made under the takeover bid, the Trustee’s powers under this article to sell Relevant Units of a Member cease. After the close of the offers under the takeover bid, the Trustee may give a Divestment Notice to a Member who is a Small Holder or a New Small Holder, despite clause 33.13 and the fact that it may be less than 12 months since the Trustee gave a Divestment Notice to that Member.

33.15 Definitions

Divestment Notice means a notice given under clause 33.2 to a Small Holder or a New Small Holder.

Market Value in relation to a Unit means the closing price on ASX of the Unit.

New Small Holder is a Member who is the holder or a joint holder of a New Small Holding.

New Small Holding means a holding of Units created after the date on which this clause 33 came into effect by the transfer of a parcel of Units the aggregate Market Value of which at the time a proper transfer was initiated or a paper based transfer was lodged, was less than a marketable parcel of Units as provided under the Listing Rules.

Relevant Period means the period specified in a Divestment Notice under clause 33.2;

Relevant Units are the Units specified in a Divestment Notice.

Small Holder is a Member who is the holder or a joint holder of a Small Holding.

Consolidated Constitution of GDI Property Trust

Small Holding means a holding of Units the aggregate Market Value of which at the relevant date is less than a marketable parcel of Units as provided under the Listing Rules.

34 Security interests

34.1 Trustee determines when clause applies

The Trustee may determine when this clause 34 applies to the Trust and when it ceases to apply. If the Trustee determines that it ceases to apply:

(a) this clause 34 continues to apply to all Security Interests noted on the Register at the time of that determination; and
(b) the Trustee must not accept any further notices under clause 34.2 after the time of that determination.

34.2 Form of notice

The Trustee may determine the form of notice which:

(a) a Member or their duly appointed agent must give for a Security Interest to be noted on the Register; and
(b) a Security Interest Holder must give in order for a Security Interest to be removed from the Register.

34.3 Entry of Security Interests on the Register

If a Member or their duly appointed agent gives the Trustee a notice as referred to in clause 34.2(a), the Trustee must cause a note of the Security Interest Holder’s interest to be recorded in the Register in respect of the relevant Units.

34.4 Trustee not bound

The Trustee is not taken to be bound by, or obliged to enquire into, the terms of any Security Interest of which it has notice.

34.5 Removal of Security Interests from the Register

If a Security Interest Holder’s interest is noted on the Register in respect of a Unit, the Trustee may not give effect to a transfer or redemption of the Unit without the written permission of the Security Interest Holder.

34.6 Rights attaching to Units in respect of which a Security Interest is recorded

Subject to the Corporations Act, while a Security Interest remains entered on the Register:

(a) if the Trustee receives a direction (in such form as the Trustee determines) signed by the Member or their duly appointed agent to the effect that it must pay to the Security Interest Holder any distributions, whether on winding up or otherwise and whether of capital or income, which would, in the absence of such direction have been made or paid to the relevant Member, the Trustee may act on that direction until it is revoked by the Member or their duly appointed agent with the written consent of the Security Interest Holder;

Consolidated Constitution of GDI Property Trust

(b) when acting in good faith, the Trustee is not liable either to the Member or to the Security Interest Holder if a payment made to the Member or Security Interest Holder is not in accordance with clause 34.6(a);
(c) the Trustee may provide to the Security Interest Holder any notice or information which would normally be provided to the Member; and
(d) if the Trustee becomes aware that a dispute has arisen between a Member and a Security Interest Holder as to any right to a payment relating to Units in respect of which the Security Interest is noted on the Register, the Trustee may either:
(i) pay the disputed amount to the Security Interest Holder; or
(ii) pay the disputed amount into any court in which proceedings in relation to the dispute are to be conducted,

and the Trustee will not be liable either to the Member or the Security Interest Holder for any consequences of so doing.

EXECUTED as a deed poll

Consolidated Constitution of GDI Property Trust

GDI Property Trust Constitution

Schedule 1 - Stapling Provisions

On and from any Stapling Commencement Date determined by the Issuer, these Stapling Provisions:

(a) apply to each Issuer in respect of its respective Stapled Entity and its Attached Securities;
(b) apply to each Constituent Document and prevail over all other provisions of the Constituent Document, except to the extent provided in the Constituent Document or where this would result in a breach of the Corporations Act, the Listing Rules or other law; and
(c) apply until they cease to apply in accordance with the Constituent Documents.

Unless the contrary intention appears, in this schedule a reference to a “ paragraph” is a reference to a numbered provision of this schedule.

1 Definitions and interpretation

1.1 Definitions

Unless the contrary intention appears, in this schedule capitalised terms not defined have the same meaning as in the Trust Constitution, and:

Accession Deed means the deed of that name between each Issuer and any new Trustee by which that person accedes to the Co-operation Deed.

Application Price means:

(a) in respect of a Unit, the application price for the Unit calculated in accordance with clause 9 of the Trust Constitution or paragraph 4 of this schedule;
(b) in respect of any Other Attached Security, the application price for the Other Attached Security; and
(c) in respect of a Stapled Security, the application price for a Stapled Security calculated in accordance with this schedule.

ASIC Relief has the same meaning as in the Trust Constitution.

Attached Security in the context of:

(a) the Trust Constitution, means a Unit;
(b) the Constituent Document for any Other Attached Security, means those Attached Securities.

Attached Securities means any Securities an identical number of which are from time to time Stapled together to form a Stapled Security but does not include any Unstapled Security.

Consolidated Constitution of GDI Property Trust

Constituent Documents means the constituent documents of a Stapled Entity and includes the Trust Constitution.

Co-operation Deed means a deed entered into between the Issuer and Other Issuers setting out how they will co-operate in the conduct of the Stapled Entities as if they were one economic entity and the Stapled Securities were one security.

Corporate Action means any issues, bonus and rights issues, placements and redemptions and buy-backs of a Stapled Security.

CS Facility has the same meaning as clearing and settlement facility in the Corporations Act.

CS Facility Operator means the operator of the CS Facility.

Defaulted Attached Security means a partly paid Attached 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 paid in the time specified in the call.

Defaulted Stapled Security means a Stapled Security where one or more Attached Securities is a Defaulted Attached Security.

Default Transferee means the person to whom Defaulted Stapled Securities are sold under paragraph 5.8(f) of this schedule 1.

First Offer Document for Stapled Securities means the first product disclosure statement or prospectus or any combination of them in which Stapled Securities are first offered.

Group means the Stapled Entities and any Subsidiary of a Stapled Entity.

Intra-Group Loan means a loan or financial assistance provided by a Stapled Entity to any entity in the Group including but not limited to guaranteeing or indemnifying or granting security in favour of that entity.

Investor means a person entered in the Register as a holder of a Stapled Security.

Issuer :

(a) in the context of the Trust Constitution, means the Trustee; and
(b) in the context of the Constituent Document of any Other Attached Security, means the issuer of the Other Attached Security.

Listed means being admitted to the official list of ASX as defined in the Listing Rules and Listing has a corresponding meaning.

Market Price of a Stapled Security on a particular day is:

(a) the weighted average of the VWAP for the Stapled Security for each of the 10 Trading Days immediately before the relevant day (whether or not a sale was recorded on any particular day);
(b) the price obtained pursuant to a bookbuild arranged by a reputable investment bank with experience in arranging bookbuilds in the Australian equity market, provided that the Auditor has provided written certification that the bookbuild was conducted in accordance with normal market standards; or
(c) if:

Consolidated Constitution of GDI Property Trust

(i) in the case of paragraph (a), Stapled Securities have not been Officially Quoted for at least 10 consecutive Trading Days before the relevant day; or
(ii) in the case of paragraphs (a) or (b), in the Trustee’s opinion, a determination under paragraph (a) or (b) of this definition (as relevant) would not provide a fair reflection of the market value of the Stapled Security having regard to the nature of the proposed offer of Stapled Securities and the circumstances in which the proposed offer is made,

the price per Stapled Security determined by an adviser who:

(iii) is independent of the Trustee; and
(iv) has relevant market experience in determining the issue price of securities in circumstances similar to those in which the determination of the Market Price of a Stapled Security is being made,

to be the fair market price of the Stapled Security, having regard to:

(v) the nature of the proposed offer of Stapled Securities for which purpose the Market Price of a Stapled Security is being calculated;
(vi) the circumstances in which the proposed offer of Stapled Securities will be made; and
(vii) the interests of Investors generally, including balancing the dilutionary effect of any such issue against the desirability of a successful capital raising.

New Attached Security has the meaning given in paragraph 7(a).

Officially Quoted means admitted for quotation by the ASX under the Listing Rules including, if quotation is suspended for a continuous period of not more than 60 days, the period of suspension.

Other Attached Security means:

(a) in respect of a Unit, an identical number of each Attached Security other than a Unit; and
(b) in respect of any Attached Security other than a Unit, an identical number of each Attached Security other than that Attached Security.

Other Issuer means:

(a) in respect of the Trustee, each Issuer other than the Trustee; and
(b) in respect of the issuer of any Other Attached Security, each Issuer other than the issuer of the Other Attached Security.

Record Date has the same meaning as in the Trust Constitution.

Register means the register of Investors kept by the Stapled Entities under paragraph 6 and the Corporations Act.

Registered means recorded in the Register.

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Registrar means the person appointed to maintain the Register.

Reorganisation Proposal means:

(a) any Realisation Transaction;
(b) a Consolidation or Division proposal;
(c) a Stapling Proposal;
(d) a Top Hat Proposal;
(e) an Exchange Proposal; or
(f) any other proposal to reorganise or restructure any Stapled Entity subject to an Ordinary Resolution,

as these terms are defined in the Trust Constitution.

Restapling has the meaning given in paragraph 8.3.

Restricted Securities has the meaning given in the Listing Rules.

Same Person means:

(a) while the Trust is not Listed, either a single person or two (but not more than two) bodies, at least one of which is a trustee of a unit trust, and securities issued by those two bodies are linked or stapled; or
(b) while the Trust is Listed, a single person.

Security means any right or interest in a managed investment scheme, unit, share, note, debenture or any right or interest or option to acquire a share, note or debenture.

Small Holding means a holding of securities which comprises less than a marketable parcel as provided in the Listing Rules.

Stapled Entity means an Australian or overseas company, trust, corporation or managed investment scheme whose Securities are Attached Securities and who has executed the Accession Deed.

Stapled Security means the stapled security created by the Stapling together of the Attached Securities.

Stapling means the linking together of Securities so that one Attached Security may not be transferred or otherwise dealt with without the Other Attached Securities and so that the Attached Securities are quoted on ASX jointly as a “Stapled Security” or such other term as ASX permits. “ Stapled ” has a corresponding meaning.

Stapling Commencement Date means the most recent date on which the Issuer determines that the Stapling of Attached Securities commences.

Stapling Matter means a matter specified in paragraph 2.3(b).

Subsidiary of an entity means an entity which is a subsidiary of the first entity within the meaning of Part 1.2 Div 6 of the Corporations Act or another entity which is controlled by the first entity within the meaning of control under section 50AA of the Corporations Act, disregarding sections 48(2) and 50AA(2) of the Corporations Act.

Consolidated Constitution of GDI Property Trust

Trading Day has the same meaning as in the Listing Rules.

Transaction Documents means all regulatory, structuring, operational, finance and ancillary documents required to effect and maintain the Listing of the Stapled Entities and the Official Quotation of the Stapled Securities and to achieve the investment objectives of the Group, and any amending, supplemental and other document that the Issuer and the Other Issuers consider necessary or desirable in connection with those objectives.

Transfer has the meaning given in paragraph 7(d).

Trust means the trust the subject of the Trust Constitution.

Trust Constitution means the constitution of the Trust of which this schedule forms an operative part.

Trustee :

(a) while the Trust is not a Registered Scheme, the trustee of the Trust, with the first Trustee being the trustee named in the Details of the Trust Constitution; and
(b) while the Trust is a Registered Scheme, the company which is registered with the ASIC as the responsible entity for the Trust under the Corporations Act.

Unit means a unit in the Trust.

Unstapled Security means a Security which is no longer Stapled.

Unstapling means the process that results in the Attached Securities no longer being Stapled to each other. Unstapled has a corresponding meaning.

Unstapling Event means one or more of the following events:

(a) a special resolution of the members of each Stapled Entity is passed to Unstaple the Stapled Securities;
(b) Stapling becomes unlawful or prohibited under the Listing Rules; or
(c) a winding-up is commenced in respect of a Stapled Entity.

VWAP in respect of a Stapled Security for a Trading Day, means the volume weighted average of the Stapled Security prices for all sales of Stapled Securities recorded on ASX for that Trading Day. The Trustee may include, or may substitute, in VWAP calculations trading on another other financial market on which trading in Stapled Securities is permitted. The Trustee may exclude sales that occur otherwise than in the ordinary course of trading on ASX or other financial market (such as special crossings, crossings prior to the commencement of normal trading, crossings during the closing phase and the after-hours adjust phase, overseas sales, sales pursuant to the exercise of options over Stapled Securities, and overnight crossings) and any other sales which the Issuers reasonably consider may not be fairly reflective of natural supply and demand.

1.2 Interpretation

Unless the contrary intention appears, the interpretation provisions in clauses 1.2 and 28.3 of the Trust Constitution apply to this schedule.

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2 Stapling - general intention

2.1 Stapled Securities - general intention

The Attached Securities are intended to be Stapled to form a Stapled Security from the Stapling Commencement Date. Subject to paragraph 8 it is intended that:

(a) the holders of one Attached Security will be identical to the holders of each Other Attached Security;
(b) as far as the law permits, the Stapled Securities will be treated as one security;
(c) the number of each Attached Security on issue at any time must equal the number of each Other Attached Security on issue;
(d) no transfer of an Attached Security is to occur without each Other Attached Security being transferred at the same time from the same transferor to the same transferee; and
(e) no Attached Security is to be issued unless each Other Attached Security is issued at the same time to the Same Person.

2.2 Transaction Documents

Without limiting the Constituent Documents, the Issuer is authorised to enter into the Transaction Documents and to perform its obligations under the Transaction Documents.

2.3 Stapling Matters

(a) The rights and obligations attaching to each Attached Security are set out in the relevant Constituent Document.
(b) Without limiting the Constituent Documents or the Corporations Act, each Investor, by acquiring a Stapled Security will be taken to have consented to each provision in the Constituent Documents, including the following Stapling Matters:
(i) the Stapling of the Attached Securities;
(ii) any Reorganisation Proposal regarding the Attached Securities (subject to an Ordinary Resolution if required by the Constituent Document);
(iii) the disposal of any Defaulted Stapled Securities;
(iv) the disposal of any Small Holding or New Small Holding of Stapled Securities;
(v) the restrictions on Stapled Securities that are Restricted Securities;
(vi) the Stapling of new Attached Securities to the Stapled Securities;
(vii) the Investor becoming a member of any new Stapled Entity and being bound by the Constituent Documents for any New Attached Security;

Consolidated Constitution of GDI Property Trust

(viii) the Unstapling of one or more Attached Securities;
(ix) the Restapling of an Unstapled Security; and
(x) the Unstapling of the Stapled Securities.
(c) To effect a Stapling Matter, each Investor irrevocably appoints the Issuer as the Investor’s:
(i) agent and attorney in the Investor’s name and on the Investor’s behalf to do all acts and things and execute all documents which the Issuer, in consultation with each Other Issuer, considers necessary, desirable or reasonably incidental to effect any Stapling Matter; and
(ii) proxy to vote at any meeting in favour of any resolution to effect a Stapling Matter.
(d) Without limiting paragraph 2.3(c) or any provision of a relevant Constituent Document, to effect the Stapling of a New Attached Security to the Stapled Securities under paragraph 7, each Investor irrevocably appoints the Issuer as the Investor’s agent and attorney in the Investor’s name and on the Investor’s behalf to:
(i) agree to obtain any New Attached Security;
(ii) apply any distributions, redemption proceeds or other payments to obtain a New Attached Security;
(iii) 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; and
(iv) to do all acts and things and execute all applications, transfers, withdrawals and any other documents which the Issuer, in consultation with each Other Issuer, considers necessary, desirable or reasonably incidental to effect the Transfer of the New Attached Security to the Investor under paragraph 7.
(e) The Issuer may:
(i) appoint (and revoke the appointment of) substitute attorneys to exercise the powers given to the Issuer in relation to any Stapling Matter; and
(ii) do all acts and things and execute all documents under this paragraph 2.3 without needing further authority or approval from an Investor and may do so even if it has an interest in the outcome.
(f) To the maximum extent permitted by law, the Issuer has no liability to any Investor or any Stapled Entity, and a Stapled Entity has no liability to any Investor, for any loss or disadvantage incurred by an Investor as a result, whether directly or indirectly, of the Issuer exercising its powers in relation to any Stapling Matter.

Consolidated Constitution of GDI Property Trust

3 Dealing in Stapled Securities

3.1 Stapling

Subject to paragraph 8, on and from the Stapling Commencement Date, each Attached Security must be Stapled to each Other Attached Security to form a Stapled Security and the Issuer must not:

(a) offer an Attached Security for subscription or sale unless an offer is made at the same time and to the Same Person for each Other Attached Security for issue or sale;
(b) offer an Attached Security for subscription or sale unless the terms of that offer require each offeree to subscribe for or buy each Other Attached Security;
(c) accept an application for an Attached Security if the applicant does not at the same time apply for the Other Attached Securities or if the Other Attached Securities will not be issued to the applicant at the same time as the issue of the Attached Securities to the applicant;
(d) issue or sell an Attached Security to any person unless each Other Attached Security is also issued or sold to the Same Person at the same time;
(e) issue any rights or options to acquire an Attached Security unless corresponding rights or options to acquire each Other Attached Security are issued at the same time and to the Same Person;
(f) without the prior written consent of each Other Issuer, issue any Security or class of Security other than an Attached Security or any right or option to acquire any such Attached Security; and
(g) permit a reinvestment by Investors in an Attached Security unless at the same time the Investor acquires each Other Attached Security which when issued or acquired are Stapled to the Attached Security. The Issuer may make provisions governing the amount of the reinvested dividends/distributions to be used to subscribe for or acquire the Attached Security and the amount to be used to subscribe for or acquire the Other Attached Securities having regard to the application price of the Attached Securities.

Each Security issued by a Stapled Entity after the Stapling Commencement Date must be Stapled to each Other Attached Security immediately on the date of issue of the new Security.

3.2 Dealing in Attached Securities

(a) (No Unstapling) On and from the Stapling Commencement Date, the Issuer must not:
(i) do any act, matter or thing (including registering any transfer of any Attached Security); or
(ii) refrain from doing any act, matter or thing,

if it would result directly or indirectly in any Attached Security no longer being Stapled to form a Stapled Security, other than in accordance with paragraph 8.

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(b) (Attached Securities) Subject to paragraph 8, on and from the Stapling Commencement Date, the Issuer must not:
(i) cancel, buy-back or redeem an Attached Security unless at the same time there is a corresponding cancellation, buy-back or redemption of each Other Attached Security;
(ii) implement a Reorganisation Proposal involving an Attached Security unless at the same time there is a corresponding implementation of a Reorganisation Proposal involving each Other Attached Security; or
(iii) register any transfer of an Attached Security to any person unless each Other Attached Security is also transferred to the Same Person at the same time in a single instrument of transfer of Stapled Securities.
(c) ( Exercise options ) The Issuer must not permit an Investor to exercise any rights or options to acquire an Attached Security unless the Investor exercises the corresponding rights or options to acquire each Other Attached Security at the same time.
(d) ( Request for holding lock ) The Issuer must not request any applicable CS Facility Operator or the Registrar, as the case may be, to apply a holding lock to prevent a transfer of an Attached Security from being registered on the CS Facility’s sub register or registered on an issuersponsored sub register, as the case may be, unless a corresponding request is made in respect of each Other Attached Security.
(e) ( Disposal ) The Issuer must not dispose of a Defaulted Attached Security unless at the same time each Other Attached Security is also disposed of in the same manner and to the Same Person.
(f) ( Small Holdings ) The Issuer must not dispose of a Small Holding or New Small Holding (as relevant) of an Attached Security unless at the same time the Small Holding or New Small Holding (as relevant) of each Other Attached Security is also disposed of in the same manner and to the Same Person. A Small Holding or New Small Holding (as relevant) must be disposed of in accordance with the Listing Rules and the Constituent Documents.
(g) (Compliance with law) The Issuer is not obliged to effect a buy-back, cancellation, redemption, transfer, issue or other Corporate Action in a manner inconsistent with any constitutional, contractual or fiduciary obligation or law by which it is bound, or if it does not have any necessary consent or approval.

3.3 Consistency with the Constituent Documents

The Issuer must use every reasonable endeavour to procure that each Attached Security is dealt with under the Constituent Document of their respective Stapled Entity in a manner consistent with the provisions relating to Stapled Securities in the Constituent Documents of each other Stapled Entity.

3.4 Joint quotation as Stapled Securities

Until all Attached Securities are Unstapled in accordance with provisions of this schedule, the Issuer must use reasonable endeavours to ensure that each Stapled Security which is Officially Quoted continues to be jointly Officially Quoted as a Stapled Security.

Consolidated Constitution of GDI Property Trust

3.5 Joint certificates or joint holding statements

Subject to the Corporations Act, the Issuer must procure that joint certificates or joint holding statements are issued to evidence the holding of Stapled Securities comprising Attached Securities and Other Attached Securities.

3.6 Stapling and separate entities

Despite any other provision of this schedule, each Stapled Entity remains a separate legal entity, separately admitted to the Official List (if applicable), notwithstanding that the Attached Securities may be jointly Officially Quoted as Stapled Securities.

3.7 Exercise of Options while Stapling applies

An Option may only be exercised if, at the same time as an Attached Security is acquired pursuant to the exercise of an Option, the Same Person acquires each Other Attached Security to form a Stapled Security.

3.8 No joint venture or partnership

Nothing contained or implied in this schedule is to be construed as creating an association, joint venture or partnership among the Stapled Entities.

4 Allocation of Application Price

4.1 Application Price

(a) Units issued pursuant to the First Offer Document for Stapled Securities are to be issued at an application price of $1.00 or another price specified in a supplemental deed (which amends this paragraph 4.1(a) to insert such other price, and which is lodged with ASIC on or about the date of the First Offer Document for Stapled Securities).
(b) Subject to paragraph 4.1(d), while Units are Officially Quoted as part of a Stapled Security, the application price payable for any Unit is such part of the Market Price of a Stapled Security on the date on which or as at which the application price is to be calculated, as is calculated in accordance with paragraph 4.2.
(c) Subject to paragraph 4.1(d), while the Units are not Officially Quoted but are Stapled, the application price payable for a Unit is the price calculated under clause 9.1(f) of the Trust Constitution, and the application price of Stapled Securities is the sum of that amount and the Application Price of the Other Attached Securities.
(d) The Trustee may determine a different application price for any Units (subject to the Corporations Act as modified by any applicable ASIC Relief and the Listing Rules) in the case of:
(i) offers made at substantially the same time to persons who were Investors on a date determined by the Trustee:
- (i) provided that all Investors are offered Stapled Securities in proportion to the value of the Investor’s Stapled Securities (or, where the offer is made only to Investors who hold Stapled Securities in a Class, to the value of the Investor’s Stapled Securities in that Class) at the relevant date on a pro rata basis, whether

Consolidated Constitution of GDI Property Trust

or not the right to acquire those Stapled Securities is renounceable; but

(B) an Investor may be excluded from the pro rata offer if to do so would not cause the Trustee of the Trust to be in contravention of paragraph 601FC(1)(d) of the Corporations Act, as modified by ASIC Relief.

If the Trust is a Registered Scheme and the Trustee is making an offer of Stapled Securities to Investors which otherwise complies with this paragraph 4.1(d)(i), the Trustee is not required to offer Stapled Securities to persons in the circumstances permitted under the applicable ASIC Relief and the Listing Rules.

Any offer made under this paragraph 4.1(d) must specify the period during which it may be accepted. The Trustee may adjust any entitlement to accord with the Listing Rules and, in the case of fractions, the Trustee must offer the next higher whole number of Units and Stapled Securities. Any Investor may renounce their entitlement in favour of some other person, unless the issue is expressed to be non-renounceable.

Any Stapled Securities offered for subscription under this paragraph 4.1(d) which are not subscribed for within the period for acceptance set by the Trustee may be offered for subscription by the Trustee to any person. The application price payable in relation to such further offer must not be less than that at which the Units and Stapled Securities were originally offered to Investors.

If an underwriter has underwritten any offer for subscription of Stapled Securities under this paragraph 4.1(d), the underwriter may take up any Stapled Securities not subscribed for by Investors;

(ii) a distribution reinvestment, where the application price is determined in accordance with paragraph 4.3;
(iii) Units issued upon exercise of an Option, where the application price is determined in accordance with clause 5 of the Trust Constitution in the case of a proportionate offer (including a rights issue) complying with the Listing Rules and any applicable ASIC Relief and otherwise in accordance with the remainder of this paragraph 4;
(iv) a placement of Stapled Securities that complies with the Listing Rules and any applicable ASIC Relief, where the application price for a Stapled Security is determined in accordance with the Trust Constitution as modified by this Schedule 1, and the application price for the Unit is determined accordance with paragraph 4.2;
(v) a security purchase plan that complies with the Listing Rules and any applicable ASIC Relief, where the application price for a Stapled Security is determined in accordance with the Trust Constitution as modified by this Schedule 1, and the application price for the Unit is determined accordance with paragraph 4.2; and

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(vi) any of the other circumstances set out in the Corporations Act, as modified by any applicable ASIC Relief.

4.2 Apportionment of Application Price

(a) If a Unit is to be issued as part of a Stapled Security and the Trust Constitution contains a provision for the calculation or determination of the Application Price for a Stapled Security but not for the Unit, the Trustee must determine what part of the Application Price of a Stapled Security is to represent the Application Price of a Unit for the purposes of the Trust Constitution.
(b) Unless otherwise agreed between the Trustee and the Other Issuers, the Application Price for a Stapled Security will be allocated between the Application Price of the Unit and the Application Price of the Other Attached Securities as follows:
(i) first, to the Application Price of any Unit (or any Other Attached Security which is an interest in a trust), being an amount reflecting the net assets (adjusted for the net market value of its investments) of the Trust (or any other Stapled Entity which is a trust) immediately before the issue of the Stapled Security. 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
(ii) second, to the Application Price of any Other Attached Security, being the lesser of:
- (i) any balance remaining after the allocation in paragraph (i); or
- (ii) an amount which reflects the net assets (adjusted for the net market value of their investments) of the relevant Stapled Entities immediately before the issue of the Stapled Security.

The amounts to be allocated between the relevant Stapled Entities is in the ratio that the net assets of each relevant Stapled Entity (adjusted for the net market value of its investments) at the end of the relevant period immediately before the issue of the Stapled Security, bears to the amount of the aggregate net assets of those Stapled Entities (adjusted for the net market value of their investments) at the end of the relevant period immediately before the issue of the Stapled Security.

(c) Where an option to acquire a Stapled Security is issued after the Stapling Commencement Date, the allocation of the issue price of the option must be determined in the same manner as under paragraph 4.2(b).
(d) The allocation of the Application Price for a Stapled Security under this paragraph 4.2 must be consistent for each Stapled Security issued or transferred to each Investor at the same time.

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4.3 Application Price if reinvestment applies

(a) If a reinvestment of capital or income payable to an Investor under clause 15.18 applies while Units are Officially Quoted and Stapled, subject to the Listing Rules the aggregate of the application price for each additional Unit issued and the Application Price for the Other Attached Securities upon reinvestment is the price determined by the Trustee. If the Trustee has not determined the application price by the date at which units are to be issued upon reinvestment, the price will be the average of the VWAP for Stapled Securities for each of the first ten Trading Days from and including the third Trading Day after the Record Date for the Distribution Period (“ DRP VWAP Price ”).
(b) While Units are not Officially Quoted but are Stapled, the application price payable for each additional Unit on a reinvestment of capital or income payable to an Investor under clause 15.18 of the Trust Constitution is the price determined by the Trustee. If the Trustee has not determined the application price by the date at which Units are to be issued upon reinvestment, the price for a Unit will be the Application Price calculated under clause 9.1(f) on the first Business Day (as defined in the Trust Constitution) after the end of the Distribution Period to which the distribution relates.
(c) If the amount to be reinvested in additional Stapled Securities results in a fraction of a Stapled Security, the money representing the fraction will be held for future reinvestment in the Stapled Entities at the next time that reinvestment is to occur, in such proportions as the Trustee and the Other Issuers determine on behalf of the relevant Investor.
(d) Any money held on behalf of an Investor for future reinvestment, may be aggregated and when the aggregated amount reaches the Application Price of a Stapled Security, be applied in the subscription or transfer of a Stapled Security for the Investor.

5 Partly Paid Stapled Securities

5.1 Payment of Application Price by instalments

The Application Price of Stapled Securities may be paid in instalments.

5.2 Determination of amount and timing of instalments

In consultation with each Other Issuer, the Issuer may determine that Stapled Securities are to be offered for sale or subscription on terms that the Application Price is payable by instalments of such amounts and at such times as they determine (including by a single instalment).

5.3 Variation or waiver of terms

Subject to any applicable statutory duty requiring an Issuer to treat Investors of the same class equally, and those of different classes fairly, where Stapled Securities are offered for sale or subscription on terms determined and set out in accordance with paragraph 5.2, those terms may be varied, or compliance with them waived, only with the consent of the Issuer. The variation or waiver must not take effect during the currency of the offer document pursuant to which the Units were offered for sale or subscription.

Consolidated Constitution of GDI Property Trust

5.4 Notice of instalments

Subject to the Listing Rules and other than in relation to an initial instalment payable on subscription for a Stapled Security, the Trustee must give each holder of a partly paid Attached Security a notice, specifying the amount per Attached Security of the instalment payable and the due date, no later than 14 days before the payment of an instalment is due unless the terms of the offer for the partly paid Attached Security provide otherwise. Failing to give a notice or the non-receipt of notice by the holder does not affect the obligation of the holder to pay the instalment.

5.5 Payment of instalments

Subject to the Listing Rules:

(a) the payment of an instalment in respect of an Attached Security may be revoked or postponed by the Issuer;
(b) an instalment is taken to be due on the date determined by the Issuer;
(c) the non-receipt of a notice that an instalment is due by, or the accidental omission to give a notice that an instalment is due to an Investor, does not invalidate the instalment being due;
(d) and subject to the Corporations Act and paragraph 5.3, any liability of an Investor in respect of money unpaid on an Investors’ partly paid Attached Securities may be extinguished in full or in part by the Issuer; and
(e) any instalment which, by the terms of issue of the Attached Security, becomes payable on issue of the partly paid Attached Security or at any date fixed by or in accordance with the terms of issue, is taken to be an instalment of which the Investors have received notice in accordance with paragraph 5.4. In the case of non-payment, all the provisions of this schedule as to payment of interest, disposal or otherwise apply as if the notice had been given.

5.6 Failure to pay instalments

If an Investor fails to pay in full any instalment due on a partly paid Attached Security on or by the day specified for payment, the Trustee may serve a notice on that Investor requiring payment of the unpaid instalment and any interest calculated from the due date until payment at a fair market rate as determined by the Trustee. The notice must specify a time and day (not earlier than 7 days from the date of service of the notice) on or by which the payment is to be made. The notice must also state that in the event of non-payment by that specified time and day, the partly paid Attached Securities in respect of which all or part of the instalment remains unpaid, may be forfeited.

5.7 If requirements of any notice not complied with

If the requirements of any notice issued under paragraph 5.6 are not complied with:

(a) any partly paid Attached Security in respect of which the notice has been given (together with the Other Attached Securities) may at any time after the date specified in the notice for payment (and before payment of the instalment and any interest and expenses owing), be disposed of by the Issuer; and
(b) subject to the Listing Rules, the Corporations Act and this schedule, all voting rights, entitlements to the distribution of Distributable Income and

Consolidated Constitution of GDI Property Trust

other rights in connection with the partly paid Attached Security and the Other Attached Securities in respect of which the notice has been given are suspended until reinstated by the Issuer.

5.8 Disposal of Defaulted Attached Securities

(a) If any Defaulted Attached Security is offered for sale under this paragraph 5.8, the Issuer must procure that each Other Attached Security is also offered for sale so that the whole Stapled Security is offered for sale.
(b) Attached Securities may be sold under this paragraph 5 even if they are fully paid if there is default in payment of a call on a Defaulted Attached Security.
(c) If a Defaulted Attached Security includes a Unit, then the price for the Defaulted Attached Security must be determined in accordance with clause 7.10 of the Trust Constitution. Otherwise, a Defaulted Attached Security (together with the Other Attached Securities) may be disposed of by the Issuer or their agent, at a price determined by the Issuer in accordance with any applicable ASIC Relief.
(d) Any offer of Defaulted Attached Securities which are to be sold under paragraph 5.8(c) must be accompanied by a corresponding offer of the Other Attached Securities. The offer is capable of acceptance only if the recipient acquires an identical number of Defaulted Attached Securities and the Other Attached Securities.
(e) Subject to the Listing Rules and the conditions of any applicable ASIC Relief, the Issuer or their agent may sell or otherwise dispose of Defaulted Stapled Securities:
(i) in the ordinary course of trading on ASX or other relevant market on which trading of the Stapled Securities is permitted; or
(ii) by private treaty or public auction.
(f) The sale of Defaulted Stapled Securities may be on the basis that the person to whom the Defaulted Stapled Securities are sold (“ Default Transferee ”) is not liable to pay the outstanding call or any future calls.
(g) At any time before a sale or disposition of Defaulted Stapled Securities, the Issuer may cancel the sale or disposition upon such terms as the Issuer thinks fit.
(h) Without limiting paragraph 5.8(c) the Issuer may set a reserve price for a Defaulted Stapled Security at any auction in accordance with any applicable ASIC Relief (“ Reserve Price ”).
(i) If the Issuer or their agent is unable to sell the Defaulted Stapled Securities for a price not less than the Reserve Price then the Issuer may sell or otherwise dispose of the Defaulted Stapled Securities at any price it can obtain. The Issuer is not obliged to offer these Defaulted Stapled Securities to Investors before disposing of them.

5.9 Evidence of Enforcement

A statement signed by an authorised officer of the Issuer that a Defaulted Stapled Security has been disposed of on a specified date is conclusive evidence of those facts as against all persons claiming to be entitled to the Defaulted Stapled Security.

Consolidated Constitution of GDI Property Trust

5.10 Consideration for sold Defaulted Stapled Securities

(a) Where a Defaulted Stapled Security is sold, an Issuer nominated by each Other Issuer by agreement may:
(i) receive the consideration given for a Defaulted Stapled Security; and
(ii) execute a transfer of the Defaulted Stapled Security in favour of the Transferee.
(b) Unless otherwise agreed between the Trustee and the Other Issuers, the amount received for a Unit on the sale of a Defaulted Stapled Security is the amount received less the fair value for the Other Attached Securities, as determined by the Trustee.
(c) Where a Defaulted Stapled Security is offered for sale under this paragraph 5, the obligations of the Issuer are subject to the requirements of any applicable law, the Listing Rules, any consent or other approval from any necessary authority and any other terms of the relevant Constituent Document.
(d) The Issuer must then Register the Transferee as holder of that Stapled Security. On registration, the Transferee is not obliged to ensure that any part of the money which the person has paid for the Stapled Security is paid to the former holder of the Stapled Security nor is the Transferee’s title to that Stapled Security affected by any irregularity or invalidity in the proceedings in relation to the forfeiture or sale of that Stapled Security.

5.11 Deductions from consideration for Defaulted Attached Securities

(a) The proceeds of the sale of a Defaulted Stapled Security must be applied to pay:
(i) first, the expenses incurred by the relevant Issuer, its agents and assignees in respect of the sale;
(ii) then, any expenses necessarily incurred in respect of the enforcement of the Issuer’s rights;
(iii) then, the calls on the Attached Securities that are due and unpaid; and
(iv) then, any unpaid interest on the call and any other amounts payable.
(b) The Issuer may retain the amounts deducted, but any balance remaining must be paid to the Investor whose Stapled Securities were sold. If there is a certificate that relates to the Attached Security or the Other Attached Security, the balance does not have to be paid until the Investor delivers the certificate to the relevant Stapled Entity.

5.12 Holder of Defaulted Stapled Securities

(a) The holder of a Defaulted Stapled Security which has been sold under this paragraph 5 ceases to be an Investor, ceases to hold a right or interest in the Stapled Entities and ceases to be a member of each Stapled Entity.

Consolidated Constitution of GDI Property Trust

(b) The former Investor has no claims or demands against the Issuer in respect of a Defaulted Stapled Security that has been sold but remains liable to pay to the Issuer or any assignee of the Issuer all money which at the date of sale was payable by the former Investor to the Issuer in respect of the sold Defaulted Stapled Security (including interest owing under paragraph 5.6 and expenses).
(c) The former Investor’s liability ceases if the Issuer, or any assignee, receives payment in full and, if applicable, interest in respect of the sold Defaulted Stapled Security.

5.13 Liability of holder of Defaulted Stapled Securities to underwriter

Where:

(a) the Issuer has appointed an underwriter to underwrite the payment of a call in respect of any Stapled Securities; and
(b) in discharging its obligations, the underwriter has purchased Stapled Securities at a public auction or otherwise as contemplated by the relevant underwriting agreement at a price which is more than the market price of a Stapled Security (in respect of which the relevant call has been paid); and
(c) the Issuer is required to pay the underwriter in respect of each Stapled Security purchased in accordance with paragraph (b) of this paragraph, an amount equal to the difference between the Market Price of a Stapled Security (in respect of which the relevant call has been paid) and the price paid by the underwriter for the Stapled Security,

then the former holder of those Stapled Securities is liable to the Issuer in respect of the relevant Defaulted Stapled Securities and may be sued for:

(i) all money payable by the Issuer to the underwriter as contemplated by paragraph (c) of this paragraph;
(ii) interest (as provided under this schedule); and
(iii) all costs incurred by the Issuer in procuring payment from the former Investor.

5.14 Assignment of right of action

The Issuer must ensure that where the Issuer is liable to the underwriter as contemplated by paragraph 5.13, the Issuer’s liability to the underwriter may be satisfied by the assignment of the Issuer’s right of action against the former Investor in full satisfaction of such liability of the Issuer to the underwriter.

6 Single Register

Subject to the Corporations Act, a single Register may be kept in which details of the holders of the Attached Securities are recorded.

7 Power to add New Attached Securities

(a) Subject to paragraph 7(b), the Corporations Act and the Listing Rules, the Issuer may at any time determine that a Security is a New Attached Security and cause it to be Stapled to the Stapled Securities. A

Consolidated Constitution of GDI Property Trust

determination under this paragraph may be made on such terms as the Issuer considers appropriate.

(b) A determination that a Security is a New Attached Security may only be made if:
(i) while the Units are Officially Quoted, the New Attached Security is also Officially Quoted or ASX has indicated in writing that it will grant permission for the New Attached Security to be Officially Quoted;
(ii) while the Units are Officially Quoted, ASX has indicated in writing that it will approve the addition of the New Attached Security to the Stapled Securities;
(iii) each Other Issuer (excluding the issuer of the New Attached Security) has agreed:
- (i) to the Stapling of the New Attached Security to the Stapled Security; and
- (ii) that the Stapling of the New Attached Security is in the best interest of Investors as a whole and is consistent with the then investment objectives of the Group; and
(iv) the Constituent Documents of the New Attached Security will have provisions giving effect to the Stapling (including provisions in substantially the form of this schedule);
(v) the issuer of the New Attached Security has agreed to enter into the Accession Deed;
(vi) where the New Attached Security is partly-paid, or approval from Investors is required to the transaction, any required approval of the members of each Stapled Entity has been obtained; and
(vii) the number of New Attached Securities to be allocated is identical to the number of Stapled Securities on issue.
(c) The Issuer has power to do all things which it considers are necessary, desirable or reasonably incidental to give effect to the Stapling of the New Attached Securities to the Stapled Security under this paragraph 7.
(d) A New Attached Security may be transferred to an Investor 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 (“ Transfer ”).
(e) A transfer of a New Attached Security made under this paragraph 7 will be Registered in the Register as of the date title is transferred.
(f) It is not necessary for the Issuer to receive a transfer, instrument or certificate for a New Attached Security in order for that Issuer to Register the transfer of the New Attached Security. The transfer will be evidenced by, and have full effect from, its Registration by the relevant Issuer in the Register.

Consolidated Constitution of GDI Property Trust

8 Unstapling

8.1 Procedure for Unstapling

Subject to this paragraph 8, from the Stapling Commencement Date each Attached Security will remain Stapled to each other Attached Security for so long as the Stapled Securities remain on issue.

8.2 Unstapling an Attached Security

(a) Subject to this paragraph 8, the Corporations Act, the Listing Rules and the relevant Constituent Documents, the Issuer may determine that one or more Attached Securities are to be Unstapled from the Stapled Security.
(b) A determination under paragraph 8.2(a) may only be made:
(i) if the Stapled Securities are Officially Quoted, only if ASX has indicated in writing that it will grant permission for the Unstapling of the Attached Security or Securities from the Stapled Security and the remaining Attached Securities will remain Officially Quoted as a Stapled Security; and
(ii) if each Other Issuer has agreed:
- (i) to the Unstapling of an Attached Security from the Stapled Security; and
- (ii) that the Unstapling of the Attached Security from the Stapled Security is not contrary to the interests of Investors as a whole and is consistent with the investment objectives of the Group; and
(iii) if the Stapling Provisions will terminate in respect of the Attached Security which is to be Unstapled.
(c) After the Unstapling, the references to the Unstapled Security will be removed from the Register.

8.3 Restapling

If an Issuer determines that its Attached Securities are to be Unstapled under paragraph 8.2(a), this does not prevent the Issuer of the Unstapled Security subsequently determining that the Stapling Provisions should recommence in respect of that Unstapled Security (“ Restapling ”).

8.4 Unstapling the Stapled Securities

(a) Subject to paragraph 8.4(b), the Corporations Act, the Listing Rules and the relevant Constituent Document, the Issuer must determine that an Attached Security will be Unstapled on the occurrence of an Unstapling Event affecting that Attached Security.
(b) A determination under paragraph 8.4(a) may only be made if:
(i) ASX has indicated in writing that it will grant permission for the Unstapling of the Attached Security; and
(ii) each Other Issuer has agreed:

Consolidated Constitution of GDI Property Trust

to the Unstapling of the Attached Security; and

(ii) that the Unstapling of the Attached Security is not contrary to the interest of Investors as a whole.
(c) On and from any date determined under paragraph 8.4(a), the Issuer must procure that the Attached Security is Unstapled and that the Stapling Provisions cease to have effect in respect of that Attached Security.

9 Duties and obligations of the Issuer

9.1 Duties in relation to Stapling

Despite any provision of the Constituent Documents, or any rule of law (but subject to the Corporations Act as modified by any applicable ASIC Relief) while Stapling applies, in exercising any power or discretion, the Issuer may have regard to the interests of Investors as a whole and not only to the interests of the holders of the relevant Attached Securities considered separately.

9.2 Reference to power or discretion

References in the Constituent Documents to the exercise of any powers or discretion includes the carrying out of the Issuer’s functions and duties and identifying the Investor’s rights and interests.

10 Meetings of Investors

10.1 Meetings

While Stapling applies, meetings of holders of Attached Securities may be held in conjunction with meetings of holders of the Other Attached Securities. Subject to the Corporations Act, the Issuer may make such rules for the conduct of such meetings as the Issuer determines.

10.2 Representatives form while Stapling applies

Subject to the Corporations Act, the form of proxy used to appoint a proxy to vote on behalf of an Investor in respect of an Attached Security may be the same form as they use to appoint a proxy in respect of the Other Attached Securities which they hold.

10.3 Other attendees

The auditor of each Stapled Entity and the representatives of the Issuer may attend and speak at any meeting of Investors, or invite any other person to attend and speak at the meeting.

11 General

11.1 Other capacities

Without limiting clause 22.2 of the Trust Constitution, subject to the Corporations Act, nothing in the Trust Constitution restricts the Trustee (or its associates) from:

Consolidated Constitution of GDI Property Trust

(a) dealing with itself (as trustee of the Trust or in another capacity), its associates, and any Stapled Entity (or their associates) or retaining for its own benefit any profits or benefits derived from any such dealing; and
(b) being interested in any contract or transaction with itself (as trustee of the Trust or in another capacity), its associates, or any Stapled Entity (or their associates) or retaining for its own benefit any profits or benefits derived from any such contract or transaction.

11.2 Expenses in relation to the Trust

(a) A reference to “Relevant Security” in clause 25.5 of the Trust Constitution is a reference to it as part of a Stapled Security, a reference to “Trust” is a reference to the Trust as part of the Group and a reference to “Register” includes any single register kept in which details of the holders of the Attached Securities are recorded.
(b) Clause 25.5 of the Trust Constitution is taken to also include expenses in connection with:
(i) establishing, administering and managing the Stapling, including the costs incurred in enforcing Stapling, the Stapling of New Attached Securities the Unstapling of an Attached Security, the restapling of Unstapled Attached Securities and the Unstapling of the Stapled Securities; and
(ii) organising, convening and holding meetings of Investors, implementing any Resolutions and communicating with Investors.

11.3 Small Holdings

A reference to a “Small Holding” or “New Small Holding” in each Constituent Document is taken to be a reference to a small holding or new small holding of Stapled Securities (and other references to the relevant Attached Securities in each case are to be construed accordingly).

11.4 Intra-Group Loans

Subject to the Corporations Act as modified by any applicable ASIC Relief, without limiting the Constituent Documents, the Trustee may, in its capacity as trustee of the Trust, and each Other Issuer may, enter into Intra-Group Loans.

11.5 Notice to other Stapled Entities

On or before commencement of a winding up of a Stapled Entity, the Issuer must give each Other Stapled Entity written notice that the Stapled Entity is to be wound up.

11.6 Other Attached Security

If a New Attached Security, which is an interest in a trust, is to be Stapled to the Stapled Securities, then paragraphs 4.1(b), 4.1(d), 4.2(a), 4.3, 11.1 and 11.2 apply in relation to that New Attached Security with the necessary changes.

Consolidated Constitution of GDI Property Trust

Consolidated Constitution of GDI Property Trust

Finding list - Corporations Act

This list is included to assist ASIC in identifying the provisions in this constitution which satisfy the requirements of the Corporations Act for constitutions of registered managed investment schemes.

Corporations Act	Constitution
601GA (1)(a) (1)(b) (1)(c) (1)(d) (2) (3) (4)(a) (4)(b) (4)(c) 601GB	9.1 - 9.8 17.1 - 17.3, 31 27 23.4 -23.7, 25.1 to 25.8 17.2, 17.3 12.2 - 12.8, but not a right while listed (12.1) 12.4 - 12.8, 12.14, 11.1 - 11.3 12.10 - 12.14, 12.17 11.1 - 11.3 1.4

Consolidated Constitution of GDI Property Trust

Consolidated Constitution of GDI Property Trust

Finding list - Listing Rules

This list is included to assist ASX in identifying the provisions in this constitution which satisfy the requirements of the Listing Rules which relate to constitutions of registered managed investment schemes.

Listing Rules	Constitution
1.1, condition 2 1.1, condition 5 15.12.1 15.12.2 15.12.3 15.13 15.14	29.1, 29.5 12.1, 12.10- 12.13, 12.16, 12.17 32 32 32 33 N/A

Consolidated Constitution of GDI Property Trust

AI assistant

GDI PROPERTY GROUP — Governance Information 2017

64974_rns_2017-06-18_50e8378f-2bcb-44f9-98a6-b1b2bf58a1c9.pdf

ASX ANNOUNCEMENT

GDI PROPERTY TRUST CONSOLIDATED AMENDED CONSTITUTION

Consolidated Constitution of GDI Property Trust

King & Wood Mallesons

Consolidated Constitution of GDI Property Trust Details

1 Definitions and interpretation

1.1 Definitions

Distribution Period means:

Financial Year means:

Financial Year Termination Date means:

Reorganisation Proposal means:

Resolution means:

1.2 Interpretation

1.3 Other documents

1.4 Constitution legally binding

1.5 Corporations Act prevails to the extent of inconsistency

1.6 Other restrictions and obligations excluded

1.7 Severance

1.8 Governing law

1.9 Schedule

2 Name of Trust

2.1 Name

2.2 Change of Trustee

3 Assets held on trust

3.1 Declaration of trust

3.2 Holding property separately

3.3 Mixing when not registered

4 Units

4.1 Nature of Units

4.2 Interest in Assets

4.3 Units and Classes of Units

4.4

Change of Class

4.5

Rights attaching to Units

4.6 Fractions of Units

4.7 Treatment of fractions

4.8 Income entitlement of Units

5 Options

5.1 Options

5.2 Terms of Options while a Registered Scheme

5.3

Other jurisdictions

5.4 Exercise of Options

5.5 Lapse of Options

6 Financial Instruments

6.1 Issue of Financial Instruments

6.2 Rights of Financial Instrument Holders

7 Partly Paid Units

7.1 Payment of Application Price by instalments

7.2 Variation or waiver of terms

7.3

On termination

7.4 Notice of instalments

7.5 Failure to pay instalments

7.6

Forfeiture

7.7

Cancelling forfeiture

7.8 Record of forfeiture

7.9 Balance to former holder

7.10 Price of forfeited Units

7.11 Rights and obligations of former holder

7.12 Evidence of forfeiture

7.13 Transfer of forfeited Unit

7.14 Entitlement to distributions

7.15 Joint holders

8 Transfer, transmission and joint holders

8.1 Transfer of Relevant Securities

8.2 Transfer if not Officially Quoted

8.3 Transfer if Officially Quoted

8.4 When transfer is effective

8.5 Trustee may request holding lock or refuse to register transfer

8.6 Trustee must request holding lock or refuse to register transfer

(b)

8.7 Notice of holding locks and refusal to register transfer

8.8

GDI PROPERTY GROUP Governance Information 2017