GENERATION DEVELOPMENT GROUP LIMITED — Major Shareholding Notification 2011

Dec 21, 2011

604 Page 1 or 3 15 July 2001

Form 604

Corporations Act 2011 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

To Company Name/Scheme Austock Group Limited ACN/ARSN 087 334 370

1. Details of substantial holder (1)

Name Austock Employee Share Custodian Pty Ltd and the other parties listed in the Annexure A ACN/ARSN (if applicable) 137 097 664

There was a change in the interests of the substantial holder on

18/05/11

The previous notice was given to the company on 5/05/11 The previous notice was dated 5/05/11

2. Previous and present voting power

The total number of votes attached to all voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to be the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Fully paid ordinary shares and	23,472,700	17.52%	21,468,977	16.02%
partly paid ordinary shares

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature of change (6)	Consideration given inrelation to change (7)	Class and numberof securitiesaffected	Person’s votesaffected
Various	AustockEmployee ShareCustodian Pty Ltdand the otherparties listed inthe Annexure A	Acquisition anddisposal of fully paidordinary shares	Refer Annexure B	Refer Annexure B	Refer Annexure B

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder ofrelevantinterest	Registered holderof securities (8)	Person entitled to beregistered as holder	Nature of relevant interest(6)	Class and numberof securities	Person’s votes
AustockEmployeeShareCustodianPty Ltd	AustockEmployee ShareCustodian Pty Ltd	N/a	Legal ownership	21,455,502 fullypaid ordinaryshares and1,280,160 partlypaid ordinaryshares	21,468,977
AustockGroupLimited	AustockEmployee ShareCustodian Pty Ltd	N/a	Control of AustockEmployee ShareCustodian Pty Ltd	21,455,502 fullypaid ordinaryshares and1,280,160 partlypaid ordinaryshares	21,468,977
The otherpartieslisted in theAnnexure A	AustockEmployee ShareCustodian Pty Ltd	N/a	Their associate, AustockGroup Limited, hascontrol of AustockEmployee ShareCustodian Pty Ltd	21,455,502 fullypaid ordinaryshares and1,280,160 partlypaid ordinaryshares	21,468,977

5. Changes in association

The persons who have become associates (2) of, ceased to be associates or, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
n/a

6. Addresses

The addresses of persons named in this form are as follows:

Name	Name	Address
Austock Employee Share Custodian Pty Ltdand the other parties listed in the Annexure A		Level 12, 15 William Street, Melbourne, VIC, 3000
	Amanda GawnecapacityCompany Secretary
Signatureprint namesign here
	date22 December 2011

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

AUSTOCK GROUP LIMITED – ASIC FORM 604 DATED 22 DECEMBER 2011 ANNEXURE A

AUSTOCK GROUP OF COMPANIES

Company	ACN
Austock Group Limited	087 334 370
Austock Employee Share Custodian PtyLtd	137 097 664
Austock Insurance Brokers PtyLtd	110 840 901
Austock Life Limited	092 843 902
Austock Securities Ltd	053 513 438
ACN 101 074 015 PtyLtd	101 074 015
Austock Capital Management PtyLtd	137 870 725
Millennium Wealth Limited	123 023 745
Austock Nominees PtyLtd	054 990 359
RegistryNominees PtyLtd	132 288 450
Austock Services PtyLtd	101 471 327
AG Fund PtyLtd(50%)	118 753 058
Austock Private EquityPtyLtd	113 924 842
Pemeca PtyLtd(25%)	128 102 643
Pemeca No. 2 PtyLtd(20%)	113 924 824
Austock PropertyFunds Management PtyLtd	120 289 394
Austock RE PtyLtd	106 512 716
Austock PropertyServices PtyLtd	126 732 581
Austock Funds Management Ltd	094 185 092
Austock Real Estate Management PtyLtd	120 383 628
Austock PropertyInvestment Management PtyLtd	121 791 062
Austock PropertyManagement Ltd	111 338 937
Austock GET Management PtyLtd	121 791 099
Austock GET USA Management PtyLtd	121 791 124

Austock Group Limited – ASIC Form 604 dated 22 December 2011 Annexure B

Part 3 – Changes in relevant interests

Transactions from 5 May 2011 to 22 December 2011

Date of transaction	Quantity of fully paid ordinaryshares / Person’s votesaffected	Quantity of fully paid ordinaryshares / Person’s votesaffected	Consideration
	Acquired	Disposed
18 May 2011 to 22December 2011	1,040,475		$132,863.67
5 September 2011 to22 December 2011		3,044,198	Transfer upon vesting toParticipants of the AustockEmployee SharePlan