Confirmation of CHAB intentions

Charter Hall Group (“Charter Hall”) and Abacus Property Group (“Abacus”) (together “the Consortium”), announces, that CHAB Office Pty Limited (ACN 633 833 566) acting as trustee for the CHAB Office Trust (ABN 57 232 539 578) (“CHAB”) (an entity owned by the Consortium):

1. Remains fully committed to pursuing the previously announced trust scheme, pursuant to which the Consortium would acquire all units in Australian Unity Office Fund (ASX: AOF) (“Scheme”).
2. Has no intention of raising its best and final offer for all of the issued units in AOF under the Scheme above $3.04.
3. In the event the resolutions to implement the Scheme are not approved by the required majorities of eligible unitholders, (being 75% of eligible voters for the Amendment Resolution and 50% for the Approval Resolution), in the absence of a proposal or offer in respect of AOF being made by another party, CHAB has no current intention of making a further offer for all of the units in AOF.

Steven Sewell, Managing Director of Abacus, and David Harrison, Managing Director and Group CEO of Charter Hall, commented:

“The Scheme provides AOF unitholders with the opportunity to receive a certain cash price for their units at a premium to the pre-proposal trading price of AOF units and net tangible assets. The Consortium remains committed to its offer."

The Consortium refers to the announcement by AOF made to ASX on 4 November and notes that:

• The Independent Directors of AOF’s Responsible Entity have again unanimously recommended that AOF unitholders vote in favour of the Scheme in the absence of a 'superior proposal'¹; and
• the Independent Expert has confirmed its opinion that the Scheme is fair and reasonable and is in the best interests of AOF unitholders.

Charter Hall and Abacus encourage all AOF unitholders to vote in favour of the Scheme resolutions. This can be done by attending the Scheme Meeting in person at 11am (Melbourne Time) on Monday 18th November in Melbourne, or by lodging a proxy vote by 11am (Melbourne Time) on Saturday 16 November 2019.

¹ As defined in the Scheme Implementation Agreement dated 2 September 2019.

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