For personal use only

15 November 2021

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Australian Unity Office Fund - ARSN 113 369 627

Notice of Meeting and Explanatory Memorandum

Australian Unity Investment Real Estate Limited (ACN 606 414 368) (AUIREL) as responsible entity of Australian Unity Office Fund (ARSN 113 369 627) (AOF), (AOF RE) is pleased to provide AOF unitholders with a Notice of Meeting and Explanatory Memorandum (Meeting Materials) relating to the proposed merger of AOF with the Australian Unity Diversified Property Fund (DPF) to create the 'Australian Unity Property Fund' (AUPF) (the Proposal).

A general meeting of AOF unitholders (Meeting) will be held on Friday 10 December at 1:00pm (AEDT) to consider and vote on the resolutions required to be passed by AOF unitholders to implement the Proposal (Merger Resolutions). The Meeting will be held as a virtual meeting via https://web.lumiagm.com/309-536-856.

The Meeting Materials contain information about the Proposal, the Meeting and how to vote on the Merger Resolutions.

The AOF RE Board unanimously recommends AOF unitholders vote in favour of the Merger Resolutions. In addition, the independent expert, KPMG Corporate Finance, has concluded that the Proposal is in the best interests of the AOF unitholders, in the absence of a superior proposal.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, AUIREL will not be dispatching physical copies of the Meeting Materials unless an AOF unitholder has made a valid election to receive documents in hard copy. Instead, the Meeting Materials are available to unitholders electronically.

HOW TO ACCESS THE MEETING MATERIALS

ONLINE

PAPER COPY

The Meeting Materials can be accessed online at

A paper copy of the Meeting Materials can be

AOF's website below:

requested free of charge via the AOF Unitholder

australianunityofficefund.com.au

Information Line by calling 1300 158 729

(within Australia) or +61 2 9066 4058 (outside

Australia), between 9.00am and 5.00pm

Monday to Friday (AEDT)

The AOF RE Board strongly encourage all AOF unitholders to carefully read the Meeting Materials

and respond by voting on the Merger Resolutions

AOF unitholders who have previously elected to receive electronic communications to an email address provided to AOF's Registry will be sent an email to their nominated email address with a link to access an electronic copy of the Meeting Materials and proxy form.

ME_192894213_1

For personal use only

The Meeting Materials are also available at AOF's ASX Market announcements page. The following additional documents are enclosed:

  1. Chairman's Letter
    The enclosed Chairman's Letter, extracted from the Explanatory Memorandum, contains a brief overview of the Proposal. The Chairman's letter forms part of the Meeting Materials. It is important to carefully read the Meeting Materials, which include a copy of the independent expert's report, in their entirety before deciding how to vote on the Merger Resolutions.
  2. Proxy Form and Reply Paid Envelope
    AOF unitholders wishing to vote by proxy on the Merger Resolutions can do so by completing and returning the enclosed Proxy Form by 1:00 pm (AEDT) on Wednesday, 8 December 2021.
    AOF unitholders can also lodge their proxy form online.
    Instructions on how to complete and return the Proxy Form (including instructions on how to lodge a proxy form online) are set out in the enclosed Proxy Form.
    Please refer to Section 2.2 of the Meeting Materials for further instructions on how to vote on the Merger Resolutions.
  3. Virtual Meeting Guide
    In light of the COVID-19 pandemic, associated government restrictions on travel and public gatherings and health risks, there will not be a physical venue for the Meeting that AOF Unitholders can attend.
    The Meeting will be held as a virtual meeting on 10 December 2021 commencing at 1.00pm (AEDT) using an online platform which allows unitholders to vote, ask questions and participate electronically in real-time, rather than attending the meeting at a physical venue.
    Please refer to the enclosed Virtual Meeting Guide for further information.

If you are in doubt about as to what you should do, you should consult your legal, financial or other professional adviser. If you have any questions about this letter or the Meeting Materials, please contact the AOF Unitholder Information Line on 1300 158 729 (within Australia) or +61 2 9066 4058 (outside Australia), between 9.00am and 5.00pm Monday to Friday (Sydney time).

If it becomes necessary or appropriate to update the arrangements set out in the Meeting Materials, the details will be announced to the ASX and made available at www.australianunityofficefund.com.au

Yours sincerely

Liesl Petterd

Company Secretary

Important information

Units in the Australian Unity Office Fund (AOF) are issued by Australian Unity Investment Real Estate Limited (AUIREL) ABN 86 606 414 368 AFS Licence number 47434 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-basedKeppel Corporation Limited CRN 196800351N.

The information in this communication is intended only for the person or entity to which it is addressed and may contain confidential and/or privileged material. Any review, re-transmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited. If you received this in error, please contact the sender and permanently delete the material from your computer system. We cannot guarantee that this e-mail is virus-free. You should scan attachments with the latest virus scan before opening. We will not be liable for any loss, cost or damage of any kind whatsoever caused by any receipt or use of this e-mail and attachments.

AUIREL respects your privacy - you can view our privacy policy on our website Privacy Policy.

AUIREL, 271 Spring St, Melbourne, Victoria 3000.

ME_192894213_1

onlyChairman's letter

useD ar AOF Unitholder

On behalf of the board of directors of AOF RE (AOF RE Board) in its capacity as the responsible entity of AOF, I am pleased to provide you with this Explanatory Memorandum in relation to the proposal to merge AOF with DPF to create the Australian Unity Property Fund (AUPF) (together, the Proposal).

personalThe Proposal is the culmination of a comprehensive strategic assessment that the AOF RE Board together with AOF management and Highbury Partnership (as financial adviser to AOF RE) has undertaken, as follows:

• on 23 February 2021 the AOF RE Board announced it had initiated a strategic assessment to examine options to maximise returns and value for unitholders;

• on 7 July 2021 the AOF RE Board announced the conclusion of the strategic assessment and the intention to investigate the merger of AOF and DPF as a key initiative to deliver on the refined strategy;

• on 20 September 2021 the AOF RE Board announced it had reached in principle agreement with Australian Unity Property Limited (DPF RE) as responsible entity for DPF on the merger ratio; and

• on 4 October 2021 the AOF RE Board announced it had entered into a Merger Implementation Deed with DPF

ForRE in relation to the Proposal.

This Explanatory Memorandum contains details about the Proposal and the resolutions required to be passed by AOF Unitholders to implement the Proposal (Merger Resolutions).

The AOF RE Board strongly encourages you to read this Explanatory Memorandum in its entirety as it contains important information that will need to be considered before you vote on the Merger Resolutions.

Australian Unity

Investment Real Estate Limited

ABN 86 606 414 368

271 Spring Street MELBOURNE VIC 3000

T 03 8682 4516

W australianunityofficefund.com.au

Overview of the Proposal

The Proposal is to be implemented by way of a trust scheme and is subject to the passing of the Merger Resolutions and satisfaction (or waiver) of other Conditions Precedent, including the passing of the DPF Unitholder Resolution

by DPF Unitholders.

Under the Proposal, AOF will acquire all the units in DPF in consideration for the issue of AUPF Units (being units in the renamed AOF) to DPF Unitholders at an agreed merger ratio of 0.4550 AUPF Units for every 1 DPF Unit (Merger Ratio).

Subject to the Conditions Precedent being satisfied

(or waived), the Proposal will be implemented and AOF will be renamed AUPF, with implementation of the Proposal resulting in existing AOF Unitholders owning approximately 54% and DPF Unitholders owning approximately 46% of AUPF.1

Potential benefits of the Proposal

Implementation of the Proposal is consistent with

AOF's strategy to invest in Australian office properties

in metropolitan and CBD markets, complemented by a targeted and diversified portfolio of Australian real estate assets focused on the key attributes of affordability, accessibility and amenity. If implemented, the Proposal will combine two highly complementary property portfolios to provide AOF Unitholders with an enhanced investment proposition and sustainability of income returns, relative to AOF on a standalone basis.

1. The 54% represents an approximation of the pro forma AOF Unitholder ownership of AUPF at Implementation, excluding the Cross Holding and assumes full take up of the Capped Withdrawal Facility.

The AOF RE Board considers that the Proposal will provide

a number of benefits to AOF Unitholders, including:

• increased sustainability of income and enhanced medium term income prospects;

only• enhanced ability to execute value-add opportunities;

• exposure to a larger and more diversified portfolio;

• expected increase in, and sustainability of, distributions;

• increased relevance and liquidity with potential inclusion in additional ASX and global indices;

• a new debt facility and improved access to capital; and

• experienced management team guided by a majority independent board.

useAOF Unitholders should consider both the potential benefits and disadvantages of the Proposal before deciding whether or not to vote in favour of the Merger Resolutions. Sections 4 and 5 of this Explanatory Memorandum provide a further explanation of the potential benefits and disadvantages of the Proposal.

Why is your vote required?

personalImplementation of the Proposal will involve the acquisition by AOF of 100% of the units in DPF in exchange for the

issue of AUPF Units. The proposed issue of AUPF Units will exceed the 15% threshold under ASX Listing Rule 7.1 and i volves the issue to persons referred to in ASX Listing Rule 10.11. Accordingly, AOF Unitholder approvals under ASX Listing Rules 7.1 and 10.11 will be sought.

Recommendation of the AOF RE Board

The AOF RE Directors unanimously recommend that AOF Unitholders vote in favour of the Merger Resolutions to be considered at the Meeting. Each AOF RE Director intends to vote any AOF Units that he or she holds or controls in favour of each Merger Resolution.

Independent Expert Report

AOF engaged KPMG Corporate Finance (Independent ForExpert) to prepare the Independent Expert's Report to

pr vide an opinion for the benefit of AOF Unitholders.

The Independent Expert has concluded that the Proposal is in the best interests of the AOF Unitholders, in the absence of a Superior Proposal.

A full copy of the Independent Expert's Report is included in Annexure A to this Explanatory Memorandum. You are encouraged to read it in its entirety.

Meeting to consider approving the Merger Resolutions

The Merger Resolutions will be put before the AOF Unitholders for approval at the Meeting to be held virtually on Friday, 10 December 2021 at 1.00pm (AEDT). AOF Unitholders are invited to attend the Meeting online and can participate, observe, ask questions, make comments and vote in real time. Details of how to attend the Meeting virtually are set out in the Notice of Meeting set out at Schedule 1 of this Explanatory Memorandum.

A Proxy Form accompanies this Explanatory Memorandum. This Explanatory Memorandum contains important information in relation to the Proposal and the Merger Resolutions to assist you in deciding how to vote on the Merger Resolutions. We urge you to read the Notice of Meeting and Explanatory Memorandum carefully and in its entirety.

If you are unable to attend the Meeting, you may appoint a proxy to vote for you at the virtual Meeting by completing and returning the Proxy Form. If you intend to appoint a proxy, please return the completed Proxy Form in accordance with the directions on the form by 1.00pm (AEDT) on Wednesday, 8 December 2021.

If you require any further information regarding the Merger Resolutions or the Proposal, please contact the AOF unitholder information line on 1300 158 729 (within Australia), +61 2 9066 4058 (outside Australia) between 9.00am and 5.00pm (AEDT) Monday to Friday. You can also contact auofficefundmerger@investorinfo.net.au via email and we will aim to respond to you within 24 hours.

Alternatively, you may also wish to contact your financial, legal, taxation or other professional adviser.

Conclusion

We are pleased to present this opportunity to AOF Unitholders and look forward to your participation at the Meeting.

Your vote is important and we encourage you to vote in favour of the Merger Resolutions.

Peter Day

Independent Non-Executive Director and Chairman Australian Unity Investment Real Estate Limited as responsible entity of Australian Unity Office Fund

All Correspondence to:

only

  • By Mail Boardroom Pty Limited GPO Box 3993
    Sydney NSW 2001 Australia
  • By Fax: +61 2 9290 9655

Online: www.boardroomlimited.com.au

  • By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
  • By Email proxy@boardroomlimited.com.au

YOUR VOTE IS IMPORTANT

use

For your vote to be effective, this Proxy Form and any power of attorney under which it is signed must be received at an address set out

above by 1:00pm (AEDT) on Wednesday, 8 December 2021.

TO VOTE ONLINE

BY SMARTPHONE

STEP 1: VISIT https://www.votingonline.com.au/aofgm2021

STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)

STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone

QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

STEP 3 SIGN THE FORM

Indicate who you want to appoint as your Proxy.

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

If y u wish to appoint the Chair of the MeetingSAMPLEas your proxy, mark the box. If you wish to

appoint someone other than the Chair of the Meeting as your proxy please write the full

Joint Holding: where the holding is in more than one name, all the securityholders should

name of that individual or body corporate. If you leave this section blank, or your named

sign.

proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with

not be a unitholder of the Fund. Do not write the name of the issue fund or the registered

the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form

unitholder in the space.

when you return it.

Appointment of a Second Proxy

Companies: this form must be signed by a Director jointly with either another Director or a

Company Secretary. Where the company has a Sole Director who is also the Sole Company

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to

Secretary, this form should be signed by that person. Please indicate the office held by

appoint a second proxy, an additional Proxy Form may be obtained by contacting the Fund's

signing in the appropriate place.

unit registry on 1300 737 760 or you may copy this form.

STEP 4 LODGEMENT

personalTo a point a second proxy you must:

Proxy forms (and any Power of Attorney under which it is signed) must be received no later

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting

than 48 hours before the commencement of the meeting, therefore by 1:00pm (AEDT) on

rights or the number of securities applicable to that form. If the appointments do not specify

Wednesday, 8 December 2021. Any Proxy Form received after that time will not be valid for

the percentage or number of votes that each proxy may exercise, each proxy may exercise

the scheduled meeting.

half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Online

https://www.votingonline.com.au/aofgm2021

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All

your securities will be voted in accordance with such a direction unless you indicate only a

By Fax

+ 61 2 9290 9655

portion of securities are to be voted on any item by inserting the percentage or number that

For

you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a

By Mail

Boardroom Pty Limited

given item, your proxy may vote as he or she chooses. If you mark more than one box on

an item for all your securities your vote on that item will be invalid.

GPO Box 3993,

Sydney NSW 2001 Australia

Proxy which is a Body Corporate

Boardroom Pty Limited

Where a body corporate is appointed as your proxy, the representative of that body

In Person

Level 12, 225 George Street,

corporate attending the meeting must have provided an "Appointment of Corporate

Sydney NSW 2000 Australia

Representative" prior to admission. An Appointment of Corporate Representative form can

be obtained from the Fund's unit registry.

By Email

proxy@boardroomlimited.com.au

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Australian Unity Office Fund published this content on 15 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 November 2021 00:29:09 UTC.