Abacus Storage Fund Notice of General Meeting Notice is given that general meetings of shareholders of Abacus Storage Operations Limited (ABN 37 112 457 075) (Company) will be held concurrently and in conjunction with a meeting of the unitholders of Abacus Storage Property Trust (ARSN 111 629 559) (Trust) (together, Abacus Storage Fund) at: Time: 10:00 am Date: 24 February 2012 Place: Adelaide Room, Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney NSW 2000 Abacus Storage Funds Management Limited (ACN 109 324 834) (Responsible Entity) is the responsible entity of the Trust. Abacus Property Group www.abacusproperty.com.au
abacus storage fund notice of general meeting STAPLING RESOLUTIONS 1. Approval for split of shares Company only Resolution 1 To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company: this resolution), with effect on and from the Effective Time (as defined in the notice accompanying this resolution), the issued capital of Abacus Storage Operations Limited be split on the basis that every one ordinary share be split into 22.2018 ordinary shares and where such split results in a fraction of a share being held by a shareholder, that the directors of the company be authorised to deal with such fractional share by rounding to the nearest whole number. 2. Approval for split of units Trust only Resolution 2 To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Trust: this resolution), with effect on and from the Effective Time (as defined in the notice accompanying this resolution), the issued capital in Abacus Storage Property Trust be split on the basis that every one ordinary unit be split into 22.2018 ordinary units and where such split results in a fraction of a unit being held by a unitholder, that the directors of the responsible entity be authorised to deal with such fractional unit by rounding to the nearest whole number. 3. Amendment to constitution Company only Resolution 3 To consider and, if thought fit, to pass the following resolution as a special resolution of the Company: this resolution), the constitution of Abacus Storage Operations Limited be amended (in accordance with section 136(2) of the Corporations Act 2001 (Cth)) by adopting the draft constitution submitted to the meeting and signed by the Chairman of the meeting for the purpose of identification in substitution for the existing constitution, with effect on and from the Effective Time (as defined in the notice accompanying this resolution). 4. Amendment to constitution Trust only Resolution 4 To consider and, if thought fit, to pass the following resolution as a special resolution of the Trust: this resolution), the constitution of the Abacus Storage Property Trust be amended (in accordance with section 601GC(1)(a) of the Corporations Act 2001 (Cth)) by adopting the draft constitution submitted to the meeting and signed by the Chairman of the meeting for the purpose of identification in substitution for the existing constitution, with effect on and from the Effective Time as defined in the notice accompanying this resolution. www.abacusproperty.com.au 1
5. Approval for consolidation of shares Company only Resolution 5 To consider and if thought fit, to pass the following resolution as an ordinary resolution of the Company: this resolution), with effect on and from the Consolidation Time (as defined in the notice accompanying this resolution), the issued capital of Abacus Storage Operations Limited be consolidated on the basis that every 41.2849 ordinary shares be consolidated into one ordinary share and where such consolidation results in a fraction of a share being held by a shareholder, that the directors of the company be authorised to deal with such fractional share by rounding to the nearest whole number. 6. Approval for consolidation of units Trust only Resolution 6 To consider and if thought fit, to pass the following resolution as an ordinary resolution of the Trust: this resolution), with effect on and from the Consolidation Time (as defined in the notice accompanying this resolution), the issued capital in Abacus Storage Property Trust be consolidated on the basis that every 41.2849 ordinary units be consolidated into one ordinary unit and where such consolidation results in a fraction of a unit being held by a unitholder, that the directors of the responsible entity be authorised to deal with such fractional unit by rounding to the nearest whole number. 7. & 8. Approval for acquisition of a relevant interest by the Kirsh Group in stapled securities as a result of and following completion of the Merger Resolutions 7 and 8 To consider and if thought fit, to pass the following resolution as a separate ordinary resolution of each of the Company (Resolution 7) and the Trust (Resolution 8): this resolution) for purposes of item 7 of section 611 of the Corporations Act (Cth) and for all other purposes, approval is given for the acquisition by Calculator Australia Pty Limited and its associates of a relevant interest in so many stapled securities in the Abacus Storage Fund (comprising Abacus Storage Operations Limited and Abacus Storage Property Trust, which will form a component of the stapled securities in the Abacus Property Group following implementation of the Merger described in the Explanatory Memorandum accompanying this resolution), as will result in Calculator Australia Pty Limited and its associates relevant interest in Abacus Storage Fund not exceeding 42.207% in the 6-month period following the date on which the Merger is implemented. EXPLANATORY NOTES This notice should be read in conjunction with the Explanatory Memorandum that accompanies this notice. The Explanatory Memorandum contains an explanation of the resolutions and further information about the Merger. Unless otherwise defined in this notice, terms used in this notice have the same meaning as set out in the Glossary in the Explanatory Memorandum. In this notice: Consolidation Time means the time immediately following the distribution and issue of Abacus Storage Fund stapled securities to Abacus Property Group stapled securityholders as described in the Explanatory Memorandum accompanying this resolution; Effective Time means the time at which the amended constitution of the Abacus Storage Property Trust is lodged with the Australian Securities and Investments Commission; and www.abacusproperty.com.au 2
Stapling Resolutions means the resolutions numbered 7 to 10 in the notice of meeting sent to Abacus Property Group securityholders on or about the date of this notice and all of the resolutions in this notice. Securityholders meetings At present, the shares in the Company and units in the Trust are stapled together to form stapled securities under the constitutions of the Company and the Trust. This means that shareholders of the Company are also unitholders of the Trust and, as such, the meetings of the Company and the Trust are held concurrently. Entitlement to vote It has been determined that under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the general meeting, shares in the Company and units in the Trust will be taken to be held by the persons who are the registered holders at 7:00 pm on 22 February 2012. Accordingly, transfers of shares and/or units registered after that time will be disregarded in determining entitlements to attend and vote at the meeting. Exercise of votes On a poll: in the case of a resolution of the Company, each shareholder present in person has one vote for each share they hold. Also each person present as a proxy, attorney or duly appointed corporate representative of a shareholder, has one vote for each share held by the shareholder that the person represents; and in the case of a resolution of the Trust, each unitholder present in person has one vote for each one dollar of the value of the units in the Trust held by the unitholder. Also, each person present as proxy, attorney or duly appointed corporate representative of a unitholder has one vote for each one dollar of the value of the units in the Trust held by the unitholder that the person represents. Voting of jointly held securities If any Abacus Storage Fund stapled securities are jointly held, only one of the joint holders is entitled to vote at the meeting. If more than one securityholder votes in respect of a jointly held security, only the first vote is counted. If it is not practical to determine which was first, the earliest named in the register to exercise such right (to the exclusion of those named later) prevails. Attendance If you plan to attend the meetings, we ask that you arrive at the venue at least 30 minutes prior to the time designated for the meetings so that we may check the number of your stapled securities and note your attendance. Voting by corporations In order to vote at the meetings (other than by proxy), a corporation that is a securityholder must appoint a person to act as its representative. The appointment must comply with the Corporations Act 2001 (Cth). A letter of representation must be either lodged with the registrar, prior to the commencement of the meeting or the representative must bring to the meeting evidence of his or her appointment including any authority under which it is signed. www.abacusproperty.com.au 3
Voting by proxy 1 A securityholder entitled to attend and vote at the meetings may appoint a proxy to attend and vote on their behalf. 2 A proxy need not be a securityholder and can be either an individual or a body corporate. If a securityholder appoints a body corporate as a proxy, that body corporate will need to ensure that it: appoints an individual as its corporate representative to exercise its powers at the meetings, in accordance with section 250D of the Corporations Act 2001 (Cth); and provides satisfactory evidence of the appointment of its corporate representative. 3 A form of proxy is enclosed with this Notice of Meeting (Proxy Form). 4 A securityholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the securityholder s votes. 5 Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using the enclosed proxy form, an additional form of proxy is available on request from the Registry. 6 The securityholder (or securityholder s attorney) must sign the proxy form. Proxies given by a body corporate must be signed by a director, company secretary, sole director and sole company secretary or under the hand of a duly authorised officer of attorney. 7 A representative of a body corporate attending the meetings must present satisfactory evidence of his or her appointment to attend on its behalf, unless previously lodged with the Registry. If such evidence is not received, then the body corporate (through its representative) will not be permitted to act as a proxy. 8 The Proxy Form, together with any authority under which the Proxy Form is executed or a certified copy of that authority, must be received no later than 10:00 am on 22 February 2012 at: Registry Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Facsimile: 61 2 9290 9655 BY ORDER OF THE BOARD Ellis Varejes Company Secretary Date: 13 January 2012 www.abacusproperty.com.au 4
Abacus Property Group Level 34 Australia Square 264-278 George Street Sydney NSW 2000 T 02 9253 8600 F 02 9253 8616 enquiries@abacusproperty.com.au www.abacusproperty.com.au