Australian Unity Office Fund : Product Disclosure Statement

For personal use only

ASX Announcement - Australian Unity Office Fund

15 November 2021

Product Disclosure Statement

Australian Unity Investment Real Estate Limited (AUIREL), as responsible entity of Australian Unity Office Fund (ASX: AOF) refers to its announcement dated 4 October 2021 regarding the signing of the Merger Implementation Deed with Australian Unity Property Limited (AUPL), as responsible entity of Australian Unity Diversified Property Fund (DPF) to create 'Australian Unity Property Fund' (AUPF).

In accordance with ASX Listing Rule 3.10.4, AUIREL as responsible entity of AOF announces the issue of a Product Disclosure Statement (PDS). The PDS is contained within the attached Unitholder Booklet issued by AUPL as responsible entity for DPF dated 15 November 2021 in connection with the merger proposal of AOF and DPF.

Authorised by:	Contact information
AUIREL Sub-Committee	Nikki Panagopoulos
	Fund Manager - AOF
	Phone: [phone]
	Email:
	[e-mail]

About AOF

AOF is an ASX-listed REIT that wholly owns a diversified portfolio of properties located across Australian metropolitan and CBD markets in Sydney, Adelaide, Melbourne, Brisbane and Canberra.

This announcement is issued by Australian Unity Investment Real Estate Limited

ABN 86 606 414 368 AFSL 477434 (AUIREL). AUIREL is owned equally by subsidiaries of Australian Unity Limited ABN 23 087 648 888 and Keppel Capital Holdings Pte Ltd CRN 201302079N, the asset management arm of Singapore-based Keppel Corporation Limited CRN 196800351N.

Issuer:	Registry Enquiries:
Australian Unity Investment Real Estate Limited	Australian Unity Office Fund Investor Services
271 Spring Street	1300 737 760 or
Melbourne VIC 3000	[phone]
ABN 86 606 414 368	(outside Australia)
AFSL: 477434

Unitholder Booklet

onlyAustralian Unity Diversified Property Fund

ARSN 106 724 038

In relation to the proposed acquisition by Australian Unity Investment Real Estate Limited (ABN 86
606 414 368) (AOF RE) as responsible entity of the Australian Unity Office Fund (AOF) of all of the
	i ued securities of the Australian Unity Diversified Property Fund (DPF).
use
		VOTE IN FAVOUR
		of AOF acquiring DPF to form the Australian Unity Property Fund
personal	The DPF RE Directors unanimously recommend that you vote in favour of the
DPF Unitholder Resolution, in the absence of a Superior Proposal.
The Independent Expert has concluded that the Proposal is in the best interests
of DPF Unitholders, in the absence of a Superior Proposal.
Notice of Meeting and Explanatory Memorandum
For

Notice of Meeting and Explanatory Memorandum issued by Australian Unity Property Limited (ABN 58 079 538 499) (DPF RE) as responsible entity of Australian Unity Diversified Property Fund.

Details of Meeting

Time: 10:00am (Sydney time)

Date: 10 December 2021

This is an important document and requires your immediate attention. It explains the Proposal, and is a product disclosure statement for the securities that may be issued by Australian Unity Investment Real Estate Limited (ABN 86 606 414 368) as responsible entity of the Australian Unity Office Fund (ARSN 113 369 627). You should read the whole document in its entirety before deciding how to vote. If you are in any doubt about how to deal with this document, you should consult your legal, investment or other professional adviser.

Important notices

General

onlyThis DPF Booklet is important and requires our immediate attention. You should read this DPF Booklet in full before making any decision as to how to vote at the Meeting. If you have sold all of your DPF Units, please ignore this DPF Booklet.

If you have any questions about this DPF B klet, please contact the DPF Unitholder Inf rmation Line on 1300 671 080 (within Australia) or [phone] (outside Australia), between 8.30am and 5.00pm Monday to Friday (Sydney time).

useIf you are in doubt as to what you should do, you should consult your legal, investment, financial or other professional adviser.

Purpose of this document

This DPF Booklet has been prepared for DPF Unitholders in connection with the extraordinary general meeting to be held at 10.00am (Sydney time) on 10 December 2021 in relation to the trust scheme under which all

of the DPF Units on issue will be transferred to personalAOF RE (the Proposal).

The purpose of this DPF Booklet is to provide DPF Unitholders with information about the Proposal and with information that is prescribed by law or which the DPF RE Directors believe to be material to deciding whether or

ot to approve the DPF Unitholder Resolution detailed in the Notice of Meeting included as Annexure A to this DPF Booklet.

AOF RE is offering AUPF Units as consideration under the Proposal as part of the implementation of the Proposal. Accordingly, this DPF Booklet is also a product disclosure statement issued by AOF RE under Part 7.9 of the Corporations Act in respect of the AUPF Units. Before making any decision about

wh ther to vote in favour of the DPF Unitholder R solution, you should read this DPF Booklet in full.

ASIC

A copy of this DPF Booklet was lodged with ASIC.

ForNeither ASIC nor any of its officers take esponsibility for the contents of this DPF B klet.

C urt involvement

The Court provided the First Judicial Advice on 11 November 2021. The Court's provision of the irst Judicial Advice is not and should not be treated as an endorsement by the Court of, or any other expression of opinion by the Court on, the Proposal. In particular, the Court's provision of the First Judicial Advice does not

mean that the Court:

• has formed any view as to the merits of the Proposal or as to how DPF
  Unitholders should vote (on these matters DPF Unitholders must reach their own decision); or
• has prepared, or is responsible for, the

content of this DPF Booklet.

Notice of Second Judicial Advice hearing

On the Second Judicial Advice Date, the Court will consider whether to give the Second Judicial Advice following the vote at the Meeting.

Any DPF Unitholder may appear at the Second Judicial Advice hearing, expected to be held on 15 December 2021 at the Supreme Court of New South Wales (or virtually, as required in accordance with any COVID-19 related requirements or recommendations).

It is possible, due to restrictions imposed in response to the COVID-19 pandemic, that the hearing will be conducted by remote access technology or telephone conferencing. A DPF Unitholder seeking to view the hearing should review the Supreme Court list (available atwww. supremecourt.justice.nsw.gov.au) for details of the hearing and how to view it. The Court's list is usually available by 3.30pm the day before the hearing. Alternatively, you may wish to contact the Supreme Court registry on 1300 679 272 to obtain the details of the hearing.

Any DPF Unitholder who wishes to oppose the Second Judicial Advice at the Second Judicial Advice hearing may do so by filing with the Court and serving on DPF RE a notice of appearance in the prescribed form together with any affidavit that the DPF Unitholder proposes to rely on.

The address for service is: King & Wood Mallesons, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000, Attention: Alexander Morris.

Glossary

Capitalised terms and certain abbreviations used in this DPF Booklet have the meanings set out in the Glossary at the back of this DPF Booklet. The documents reproduced in the annexures to this DPF Booklet may have their own defined terms, which are sometimes different from those in the Glossary.

No investment advice

This DPF Booklet contains general financial

product advice only and has been prepared

without taking account of the investment objectives, financial situation, tax position or particular needs of any DPF Unitholder or any other person. The information and recommendations contained in this DPF Booklet and the Taxation Information in Section 10 of this DPF Booklet do not constitute, and should not be taken as, financial product advice.

Before acting on any of the matters described

in this DPF Booklet, you should have regard to your investment objectives, financial situation, tax position or particular needs and obtain your own advice by contacting your legal, investment, financial or other professional adviser.

An investment in AUPF is subject to investment and other risks, including possible loss of income and principal invested. AOF RE gives no guarantee or assurance as to the performance of AOF, AUPF, the AUPF Units or the repayment of capital.

Forward looking statements

Some of the statements appearing in this DPF Booklet may be in the nature of forward looking statements. Forward looking statements or statements of intent in relation to future events in this DPF Booklet (including in the Independent Expert's Report) should not be taken to be a forecast or prediction that those events will occur. Forward looking statements generally may be identified by the use of forward looking words such as 'believe', 'aim', 'expect', 'anticipate', 'intending', 'foreseeing', 'likely', 'should', 'planned', 'may', 'estimate', 'potential', or other similar words.

Similarly, statements that describe the objectives, plans, goals or expectations of DPF, AOF or AUPF (as the case may be) are or may be forward looking statements. You should be aware that such statements are subject to inherent risks and uncertainties.

Those risks and uncertainties include factors and risks specific to the circumstances in which DPF, AOF or AUPF (as the case may be) operates, as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement

and deviations are both normal and to be expected.

Neither DPF RE, AOF RE nor their respective officers, agents or advisers, or any person named in this DPF Booklet or involved in the preparation of this DPF Booklet makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. Accordingly,

you are cautioned not to place undue reliance on those statements.

This DPF Booklet also contains forward looking statements based on the current expectations of DPF RE and AOF RE about future events. The prospective information is, however, subject to risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations described in such prospective information.

Factors which may affect future financial performance and financial position include those matters identified in Section 8, the assumptions underlying any forecast or forward looking statement, financial information not proving correct and other matters not currently known to, or considered by, DPF RE or AOF RE. DPF Unitholders should note that the historical financial performance of DPF or AOF is no assurance or indicator of future financial performance of DPF, AOF or AUPF (whether or not the Proposal proceeds).

Neither DPF RE nor AOF RE guarantee any particular rate of return or the performance of DPF, AOF or AUPF nor do they guarantee the repayment of capital or any particular tax treatment in respect of any investment in DPF, AOF or AUPF. The pro forma historical financial

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Australian Unity Diversified Property Fund Unitholder Booklet

information provided in this DPF Booklet is for

illustrative purposes only and is not represented as being indicative of DPF RE's or AOF RE's

views on future financial conditions and/or performance.

onlyto distribute after the date of this DPF Booklet any updates or revisions to any forward-

The forward looking statements in this DPF Booklet reflect facts, circumstances and views

he d only at the date of this DPF Booklet. Subject to any continuing obligations under

the Corporations Act, DPF RE, AOF RE and their respective officers, employees, agents and advisers disclaim any obligation or undertaking

l king statements to reflect any change in expectations in relation to them or any change in events, conditions or circumstances on which

useany such statement is based.

R sponsibility statement

Except as outlined below, the information contained in this DPF Booklet other than the AOF Information, the Taxation Information, the Investigating Accountant's Reports and the Independent Expert's Report has been prepared by DPF RE and is its responsibility alone. Except as outlined below, neither AOF RE nor any of its Controlled Entities, directors,

personal
officers, employees or advisers assumes any
responsibility for the accuracy or completeness
of such information.
AOF RE has prepared and provided the AOF
I	formation and is responsible for that
i	formation. Neither DPF RE, nor any of

its respective Controlled Entities, directors, officers, employees or advisers assumes any responsibility for the accuracy or completeness f the AOF Information.

Deloitte Corporate Finance Pty Limited has prepared the Independent Expert's Report (as et out in Annexure B to this DPF Booklet) and takes responsibility for that report.

King & Wood Mallesons has prepared the Taxation Information (as set out in Section 10 of this DPF Booklet) and takes responsibility for that report.

PricewaterhouseCoopers Securities Ltd has repared the Investigating Accountant's Reports

(as set out in Annexure E of this DPF Booklet) and takes responsibility for that report.

No consenting party has withdrawn their Forconsent to be named before the date of this DPF

Booklet.

F reign jurisdictions

The release, publication or distribution of this DPF Booklet in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons outside Australia who come into possession of this DPF Booklet should seek advice on and observe any such restrictions. Any failure to comply with

such restrictions may constitute a violation of applicable laws or regulations.

This DPF Booklet and the Proposal does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

DPF Unitholders who are nominees, trustees or custodians should seek independent advice as to how they should proceed.

This DPF Booklet has been prepared in accordance with laws of the Commonwealth of Australia and the information contained in this DPF Booklet may not be the same as that which would have been disclosed if this DPF Booklet had been prepared in accordance with the laws and regulations of jurisdictions outside Australia.

This DPF Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, the AUPF Units in the United States or in any jurisdiction in which such an offer would be illegal. None of the AUPF Units have been, or will be, registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States, and none of such AUPF Units may be offered or sold, directly or indirectly, in the United States.

Privacy

DPF RE may collect personal information in the process of implementing the Proposal. The type of information that DPF RE may collect about you includes your name, contact details and information on your unitholding in DPF and the names of persons appointed by you to act as a proxy, attorney or corporate representative at the Meeting, as relevant to you. The collection of some of this information is required or authorised by the Corporations Act.

The primary purpose of the collection of

personal information is to assist DPF RE to conduct the Meeting and to implement the Proposal. Without this information, DPF RE may be hindered in its ability to issue this DPF Booklet and implement the Proposal. Personal information of the type described above may be disclosed to the Unit Registry, third party service providers (including print and mail service providers and parties otherwise involved in the conduct of the Meeting), authorised securities brokers, professional advisers, Related Bodies Corporate of DPF RE, Government Agencies, and also where disclosure is otherwise required or allowed by law.

DPF Unitholders who are individuals and other individuals in respect of whom personal information is collected as outlined above have certain rights to access the personal information collected in relation to them. If you would like to obtain details of information about you held by DPF RE, please contact the DPF Unitholder Information Line on 1300 671 080 (within Australia) or [phone] (outside Australia), between 8.30am and 5.00pm Monday to Friday (Sydney time).

DPF Unitholders who appoint an individual as their proxy, corporate representative or attorney to vote at the Meeting should ensure that they inform that person of the matters relating to the collection and use of personal information outlined above.

Currency and financial information

Unless otherwise specified, all references to $, A$, AUD and cents in this DPF Booklet are references to Australian currency.

Unless otherwise specified, references to dates or years are financial year ending 30 June references. All financial and operational

information contained in this DPF Booklet is current as at the date of this DPF Booklet unless otherwise specified.

Charts and diagrams

Any diagrams, charts, graphs and tables appearing in this DPF Booklet are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams, charts, graphs and tables is based on information available as to 30 June 2021.

Effect of rounding

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this DPF Booklet are subject to the effect of rounding.

Accordingly, the actual calculation of these figures, amounts, percentages, prices, estimates, calculations of value and fractions may differ from the figures, amounts, percentages, prices, estimates, calculations of value and fractions set out in this DPF Booklet.

As a result, any calculations you make based on the figures, amounts, percentages, prices, estimates, calculations of value and fractions in this DPF Booklet may differ from the correct answers to those calculations.

Any discrepancies between totals in tables or financial statements, or in calculations, graphs or charts are due to rounding.

Timetable and dates

All times and dates referred to in this DPF Booklet are times and dates in Sydney, Australia, unless otherwise indicated. All times and dates relating to the implementation of the Proposal referred to in this DPF Booklet may change and, among other things, are subject to all necessary approvals from Government Agencies.

AOF Booklet

A separate unitholder booklet has been prepared for AOF Unitholders comprising an explanatory statement and notice of meeting for AOF Unitholders in relation to the AOF Unitholder Resolutions required to implement the Proposal. The AOF Booklet is available at www.australianunityofficefund.com.au.

Additional information

If, after reading this DPF Booklet, you have any questions regarding the Proposal, please call the DPF Unitholder Information Line on

1300 671 080 (within Australia) or +61 2 9066

4084 (outside Australia), between 8.30am and 5.00pm Monday to Friday (Sydney time), or consult your legal, investment, financial or other professional adviser.

Date of DPF Booklet

This DPF Booklet is dated 15 November 2021.

This DPF Booklet may be updated. Any updates will be available for inspection on the website atwww.australianunity.com.au/wealth/dpf. If you access an electronic version of the DPF Booklet you should ensure you download and read the entire DPF Booklet.

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For personal use only

Contents

Important notices	2
What to do next	5
Chairman's Letter	7
Important dates	9
1. Q&A	10
2. Meeting details and How to vote	22
3. Overview of the Proposal	24
4. Implementation of the Proposal	36
5. Information about the Australian Unity Diversified Property Fund	40
6. Information about the Australian Unity Office Fund	51
7. Overview of AUPF	67
8. Risk factors	95
9. Fees and other costs	101
10. Taxation Information	105
11. Additional information	112
12. Glossary	122
Annexure A - Notice of Meeting	127
Annexure B - Independent Expert's Report	129
Annexure C - Deed Poll	187
Annexure D - Supplemental Deed Poll	195
Annexure E - Investigating Accountant's Reports	213
Corporate directory	229

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