Form 604 Corporations Law Section 671B Notice of change of interests of substantial holder

To Company Name/Scheme APN Property Group Limited
ACN/ARSN

1. Details of substantial holder (1)

Name Phoenix Portfolios Pty Ltd
ABN (if applicable) 117 850 254
There was a change in the interests of the
substantial holder on 27/01/2015
The previous notice was given to the company on 27/05/2014
The previous notice was dated 22/05/2014

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)

Previous notice

Present notice

Class of securities (4)

Person's votes

Voting power (5)

Person's votes

Voting power (5)

FPO

22,814,722

10.57%

27,174,930

12.29%

3. Changes in relevant interests Based on issued capital

221,073,965 shares
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change

Person whose relevant interest changed

Nature of change

(6)

Consideration given in relation to change (7)

Class and number of securities affected

Person's votes affected

27/01/15

Phoenix

Portfolios Pty Ltd

Purchase of

2,000,000

Shares

$752,475.00

2,000,000

FPO

2,000,000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest

Registered holder of securities

Person entitled to be registered as holder (8)

Nature of relevant interest (6)

Class and number of securities

Person's votes

See

Schedule

1

SYD4_137740_1 (W97)

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9)
with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)

Nature of association

Not Applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name

Address

Phoenix Portfolios Pty Ltd

Level 6, 443 Little Collins St, Melbourne VIC 3000

Signature Print name Capacity Director

sign here date 29/01/2015

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
(2) See the definition of 'associate' in section 9 of the Corporations Law.
(3) See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Law. (4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection
671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of 'relevant agreement' in section 9 of the Corporations Law.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the
substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option)
write 'unknown'.
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

SYD4_137740_1 (W97)

Schedule 1 - Change in substantial holding in APN Property Group Limited - Phoenix Portfolios Pty Ltd Details of relevant interests

Holder of relevant interest

Nature of relevant interest

Class and number of securities

Phoenix Portfolios Pty Ltd

Power to (or to control) exercise vote

and/or dispose of the securities as discretionary investment managers or advisers of superannuation funds, pooled superannuation trusts, managed investment schemes and investment management agreements.

27,174,930 Fully paid ordinary shares

Details of present registered holders

Holder of relevant interest

Registered holder of securities

Persons entitled to be a registered

holder

Class and number of securities

Phoenix Portfolios Pty Ltd

JPM Nominees Pty Limited

JPM Nominees Pty Limited

25,558,733 FPO

Phoenix Portfolios Pty Ltd

National Nominees Pty Limited

National Nominees Pty Limited

1,616,197 FPO

27,174,930 TOTAL
distributed by