GDI PROPERTY GROUP — Share Issue/Capital Change 2017

Aug 28, 2017

ASX ANNOUNCEMENT ²⁹ AUGUST ²⁰¹⁷

APPENDIX 3B – CHANGE TO NUMBER OF PERFORMANCE RIGHTS

Please be advised that the accompanying Appendix 3B relates to:

• a) 543,124 performance rights granted as part of GDI Property Group's¹ June 2014 LTI plan; and
• b) 1,483,310 performance rights granted as part of GDI Property Group's June 2017 STI and LTI plan.

In relation to the June 2014 LTI plan, half the securities (271,562) vested and half lapsed. GDI Property Group decided to satisfy the grant of these securities by acquiring on market 271,562 securities and transferring them to relevant employees.

Media Enquiries:

+61 2 9223 4222 +61 2 9223 4222

steve@gdi.com.au david@gdi.com.au

Steve Gillard David Williams Managing Director Chief Financial Officer

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

GDI Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, $04/03/13$

Name of entity

GDI Property Group, a stapled entity comprising GDI Property Group Limited and GDI Property Trust

1,483,310

ABN

GDI Property Group Limited (ABN 95 166 479 189) GDI Property Trust (ARSN 166 598 161)

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

⁺Class of ⁺securities issued or to | $\mathbf{1}$ be issued

Unlisted performance rights

Number of ⁺securities issued or $\lambda$ to be issued (if known) or maximum number which may be issued

Principal of terms the | $\overline{3}$ *securities (e.g. if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Unlisted performance rights:

• Nil exercise price
• 3 year vesting period
• Vesting subject to achievement of performance hurdles and may convert to stapled securities in the capital of GDI Property Group on a one-for-one basis
• Expiry date August 2020

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the issue date with an existing + class of quoted securities? If the additional securities do not rank equally, please state: the date from which they do ۰ the extent to which they participate for the next dividend, (in the case of a distribution) trust, Оľ interest payment the extent to which they do not rank equally, other than relation to the in next dividend, distribution Оľ interest payment	N/A
5	Issue price or consideration	N/A
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	N/A
6a	Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i	N/A
6b	The date the security holder resolution under rule 7.1A was passed	N/A
6с	Number of + securities issued without security holder approval under rule 7.1	N/A

⁺ See chapter 19 for defined terms.

• 6d Number of ⁺securities issued with security holder approval under rule 7.1A
• Number of ⁺securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• Number of ⁺securities issued $6f$ under an exception in rule 7.2
• If *securities issued under rule $N/A$ 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the
  *issue date and both values. Include the source of the VWAP calculation.
• $6h$ If *securities were issued under $|N/A$ rule for non-cash $7.1_A$ consideration, state date on which valuation $\circ$ consideration was released to ASX Market Announcements
• $6i$ Calculate the entity's remaining $|$ issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• ⁺Issue dates $\overline{7}$

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number and ⁺class of all 8 ⁺securities quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+ Class
536,694,285	Stapled securities

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

• See chapter 19 for defined terms.

		Number	+ Class
$\mathbf Q$ *securities not quoted on ASX (including the + securities in section 2 if applicable)	Number and + class of all	3,018,914	Unlisted performance rights (FY15 award)
	2,795,799	Unlisted performance rights (FY 16 award)
		1,483,310	Unlisted performance rights (FY17 award)

Dividend policy (in the case of a $\sqrt{\frac{N}{A}}$
trust, distribution policy) on the $10_o$ increased capital (interests)

Part 2 - Pro rata issue

11	holder security approval N/A Is. required?
12 12	Is the issue renounceable or non- N/A renounceable?
13	Ratio in which the + securities N/A will be offered
14	+ Class of + securities to which the N/A offer relates
15	determine *Record date N/A to entitlements
16	Will holdings different N/A on registers (or subregisters) be calculating aggregated for entitlements?
17	Policy for deciding entitlements N/A in relation to fractions
18	Names of countries in which the N/A entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

⁺ See chapter 19 for defined terms.

19	Closing date for receipt of acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A
25	If the issue is contingent on security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do security holders sell their entitlements in full through a broker?	N/A
31	How do security holders sell part of their entitlements through a	N/A

⁺ See chapter 19 for defined terms.

	broker and accept for the balance?
32	How do security holders dispose $\mid N/A \rangle$ of their entitlements (except by sale through a broker)?
33	+ Issue date	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

Type of ⁺securities 34 (tick one)

$(b)$

*Securities described in Part 1 $(a)$

All other *securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

	Tick to indicate you are providing the information or
documents

• If the *securities are *equity securities, the names of the 20 largest holders of the 35 additional *securities, and the number and percentage of additional *securities held by those holders
• If the *securities are *equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
• A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

37

⁺ See chapter 19 for defined terms.

Number of ⁺securities for which 38 ⁺quotation is sought ⁺Class of ⁺securities for which 39 quotation is sought Do the ⁺securities rank equally in $40^°$ all respects from the *issue date with an existing ⁺class of quoted *securities? If the additional *securities do not rank equally, please state: • the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do $\bullet$ not rank equally, other than in relation to the next dividend, distribution interest $\overline{\text{or}}$ payment Reason for request for quotation 41 now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another *security, clearly identify that other ⁺security) Number ⁺Class Number and ⁺class of all $42$ *securities quoted on ASX (including the ⁺securities in clause

• See chapter 19 for defined terms.

$38)$

Quotation agreement

• *Ouotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{a}$
• The issue of the *securities to be quoted complies with the law and is $\bullet$ not for an illegal purpose.
• There is no reason why those *securities should not be granted +quotation.
• An offer of the 'securities for sale within 12 months after their issue $\bullet$ will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:		Date: 29 AUGUST 2017.
	Company secretary
Print name:	David Williams

$P$

== == == == ==

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Add the following:
Number of fully paid *ordinary securities issued in that 12 month period under an exception in rule 7.2
Number of fully paid *ordinary securities issued in that 12 month period with shareholder approval
Number of partly paid +ordinary ۰ securities that became fully paid in that 12 month period
Note: Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
"A"	536,694,285

⁺ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	80,504,142
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued:
Under an exception in rule 7.2
Under rule 7.1A ٠
With security holder approval under rule 7.1 or rule 7.4
Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of ٠ securities on different dates as separate line items
$\mathfrak{u}\mathbf{C}$
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15	80,504,142
Note: number must be same as shown in Step 2
Subtract "C"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] - "C"	80,504,142
	[Note: this is the remaining placement capacity under rule 7.1]

⁺ See chapter 19 for defined terms.

Part 2

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
${}^{\alpha}A^{\nu}$
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A
Notes: This applies to equity securities - not just ordinary securities Include here $-$ if applicable $-$ the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued $\bullet$ under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of $\bullet$ securities on different dates as separate line items ``E"

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" $\times$ 0.10
Note: number must be same as shown in Step 2
Subtract "E"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] – "E"
	Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.