Astro Japan Property : Notice of Annual General Meeting 2016

ASX/Media Release

16 September 2016

NOTICE OF ANNUAL GENERAL MEETING 2016

Astro Japan Property Group (ASX: AJA) will hold the combined Annual General Meeting of securityholders of Astro Japan Property Group Limited and Astro Japan Property Trust at 10.00am (Sydney time) on Wednesday, 9 November 2016 at the Sofitel Sydney Wentworth, Hobart Room, Ground Floor, 61-101 Phillip Street, Sydney NSW.

The attached Notice of Meeting and Proxy Form are being despatched to securityholders today. These documents are also available on the home page of AJA's website at www.astrojapanproperty.com.

ENDS

Rohan Purdy Company Secretary

Phone: [phone] (Australia)

About Astro Japan Property Group (AJA)

Astro Japan Property Group is a listed property group which invests in the Japan real estate market. It currently holds interests in a portfolio comprising 29 retail, office, residential and hotel properties. Asset management services in Japan are generally undertaken by Spring Investment Co., Ltd.

AJA is a stapled entity comprising Astro Japan Property Trust (ARSN 112 799 854) and Astro Japan Property Group Limited (ABN 25 135 381 663). For further information please visit our website: www.astrojapanproperty.com.

NOTICE OF MEETING ANNUAL GENERAL MEETING OF ASTRO JAPAN PROPERTY GROUP LIMITED AND ANNUAL GENERAL MEETING OF ASTRO JAPAN PROPERTY TRUST

Notice is given that the combined Annual General Meeting of stapled securityholders of Astro Japan Property Group Limited (ABN 25 135 381 663) (Company) and Astro Japan Property Trust (ARSN 112 799 854) (Trust) will be held at 10.00am (Sydney time) on Wednesday, 9 November 2016 at the Sofitel Sydney Wentworth, Hobart Room, Ground Floor, 61-101 Phillip Street, Sydney NSW (Meeting).

Additional information concerning the proposed resolutions is contained in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting. In this Notice, the 'Astro Group' refers to the Company and the Trust.

If you are unable to attend the Meeting you are encouraged to appoint a proxy to attend and vote on your behalf by completing and returning the Proxy Form attached to this Notice. You can direct your proxy how to vote by following the directions on the Proxy Form. Securityholders are encouraged to direct their proxy how to vote on each of the proposed resolutions. The completed Proxy Form must be received by the Astro Group's security registry no later than 10.00am (Sydney time) on Monday, 7 November 2016.

ORDINARY BUSINESS Item 1: Financial Report - Company and Trust

To receive and consider the Financial Reports, Directors' Reports and Auditor's Reports of the Astro Group for the year ended 30 June 2016.

Note: There is no requirement for securityholders to approve these reports.

Resolution 1: Remuneration Report - Company only

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

"That the Remuneration Report for the year ended 30 June 2016 be adopted."

Note: This resolution is advisory only and does not bind the Directors or the Company, and is subject to voting exclusions as outlined in the notes accompanying this Notice of Meeting.

Resolution 2: Re-Election of Mr Fergus Allan McDonald as a Director - Company only

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

"That Mr Fergus Allan McDonald, being a Director of the Company who retires by rotation in accordance with article 7.1(c) of the Company's Constitution and, being eligible, offers himself for re-election, is re-elected as a Director of the Company."

Invitation

After the Meeting, all securityholders are invited to join the Directors for light refreshments.

By order of the Boards of Astro Japan Property Group Limited and Astro Japan Property Management Limited (as Responsible Entity of the Astro Japan Property Trust).

Dated: 16 September 2016

Rohan Purdy Company Secretary

Astro Japan Property Group Limited (ABN 25 135 381 663); and

Astro Japan Property Management Limited (ABN 94 111 874 563; AFSL 283142) as Responsible Entity of

the Astro Japan Property Trust (ARSN 112 799 854)

NOTES RELATING TO VOTING AND PROXIES Entitlement to attend and vote at the Meeting

Only registered holders of stapled securities as at 7.00pm (Sydney time) on Monday, 7 November 2016 will be eligible to attend and vote at the Meeting. Accordingly, transfers of stapled securities registered after that time will be disregarded in determining entitlement to attend and vote at the Meeting.

Voting Exclusions

- Resolution 1

The Corporations Act 2001 (Cth) restricts members of the key management personnel of the Astro Group (which includes each of the directors) (KMP) and their closely related parties from voting in some circumstances.

'Closely related party' is defined in the Corporations Act 2001 (Cth) and includes a spouse, dependent and certain other close family members, as well as any companies controlled by the KMP.

As Resolution 1 is directly or indirectly related to the remuneration of a member of the KMP, the Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of:

• members of the KMP (being the directors and other KMP as disclosed in the Company's Remuneration Report); and

• closely related parties of those persons,

  as well as any votes cast as a proxy on this Resolution by a member of the KMP at the date of the Meeting and their closely related parties, unless the vote is cast:

• as proxy for a securityholder entitled to vote on Resolution 1, in accordance with a direction on the Proxy Form; or

• by the Chairman of the Meeting as proxy for a person entitled to vote on Resolution 1 pursuant to an express authorisation to exercise the proxy as the Chairman of the Meeting sees fit (even though the Resolution is connected directly or indirectly with the remuneration of a member of the KMP).

  Voting Rights

  On a show of hands, every person present and entitled to vote has one vote and if one proxy has been appointed, that proxy will have one vote on a show of hands. Under the Company's Constitution, if a securityholder appoints two proxies or attorneys to vote at the same general meeting, neither proxy nor attorney may vote on a show of hands if more than one proxy or attorney attends.

  On a poll:

• in the case of a resolution of the Company, each securityholder present in person or by proxy, attorney or duly appointed corporate representative and entitled to vote, has one vote for each fully-paid security they hold; and

• in the case of a resolution of the Trust, each securityholder present in person or by proxy, attorney or duly appointed corporate representative and entitled to vote, has one vote for each dollar of the value of the securities in the Trust they hold.

If stapled securities are jointly held, only one of the joint holders is entitled to vote. If more than one securityholder votes in respect of jointly held stapled securities, only the vote of the securityholder whose name appears first in the register will be counted.

Majority required

All resolutions are ordinary resolutions and will be passed if more than 50% of votes cast by securityholders present at the Meeting in person or by proxy, attorney or duly appointed corporate representative and entitled to vote on each resolution are cast in favour of the resolution.

Corporate Securityholders

In order to vote at the Meeting (other than by proxy), a corporation that is a securityholder must appoint a person to act as its representative. The appointment must comply with section 250D (for a meeting of the Company) and section 253B (for a meeting of the Trust) of the Corporations Act 2001 (Cth). The representative must bring to the Meeting evidence of his or her appointment, including any authority under which it was signed.