Galileo Japan : EGM Chairman's Address

20 August, 2003

Chairman's Script Extraordinary General Meeting of Galileo Japan Trust - Sale of Portfolio

Place: Four Seasons Hotel Sydney, 199 George Street Meeting Date: 23 March 2016

Meeting Time: 12.30pm (AEST)

Opening

Good afternoon ladies and gentlemen and welcome to the general meeting of Galileo Japan Trust.

My name is Jack Ritch and I am the Chairman for today's meeting, having been appointed by Galileo Japan Funds Management Limited, the Responsible Entity of the Trust.

During the meeting, there are some formalities to be followed.

Those unitholders, proxyholders and corporate representatives who have registered to vote will have received a yellow voting card. Non-voting attendees should have received a red non-voting card and visitors should have received a blue non-voting card. If anyone has not yet registered to vote with Link Market Services can you please proceed to the desk and do so now.

Before I open the meetings I would like to introduce you to the other independent Directors of the Board of the Responsible Entity:

• Mr Frank Zipfinger, Non-executive Director, and

• Mr Philip Redmond, Non-executive Director.

The Responsible Entity's management team, including the Managing Director Neil Werrett and Executive Director and Chief Operating Officer Peter Murphy, are also here today and the Directors and management will be happy to speak with you during the refreshments at the end of the meeting.

Anyone present who is not a unitholder in the Trust, a proxy holder or a representative is welcome to attend and listen but they cannot address the meeting or vote. No attendee is permitted to make a tape or video recording or take photographs of the proceedings without the consent of the Responsible Entity.

Meeting Procedures

As it is now past 12.30pm I would like to open the meeting.

I have been advised that a quorum for this meeting is present, and I formally declare the meeting open.

Shortly, unitholders will be asked to vote on the Resolution to be put to the meeting. You will have an opportunity to ask questions or discuss the Resolution when the Resolution is put to the meeting.

Before I turn to the formal business of the meeting, I will provide an update on recent events affecting the Trust and an overview of the proposal the subject of this meeting.

Chairman's address

This meeting was called by the committee of independent Directors of the Responsible Entity to enable unitholders to consider the proposed sale of the Japanese Property Portfolio in which GJT has an indirect interest, the subsequent distribution of net equity proceeds to unitholders and the winding up of the Trust.

As a reminder, if the proposal is successful and based on the assumptions outlined in the Notice of Meeting we expect GJT Unitholders to receive Special Distributions of $2.65 per unit net of costs. Given that GJT's share price traded at around $2.00 just prior to the announcement we felt it was appropriate to put forward such a proposal to GJT Unitholders for consideration.

Since the announcement of the transaction the AUD/JPY exchange rate has fluctuated between

$1=¥79.8 and $1=¥86.4. Based on the AUD/JPY exchange rate at the close of business yesterday of

$1=¥85.4, the Special Distributions equate to $2.54 per unit net of costs.

The movements in the AUD/JPY exchange rate over the past 3 weeks illustrate that the Special Distributions will vary depending on the prevailing AUD/JPY exchange rate at the time of conversion of the net sale proceeds in Japanese Yen into Australian dollars and therefore may differ from the amount outlined in the Explanatory Memorandum. It is also worth noting that GJT's NTA in Australian dollars fluctuates in accordance with the prevailing AUD/JPY exchange rate.

I remind you the proposed sale is subject to the terms and conditions of the Implementation Agreement and associated Purchase and Sale Agreements, which are outlined in Section 8 of the Explanatory Memorandum which you should have all received.

One of the primary conditions is that there be a successful capital raising and listing of the purchaser of 18 of the 19 properties on Tokyo Stock Exchange which I will refer to as the Japanese IPO. As many of you know, Initial Public Offerings are not all successful and so we ask investors to consider this risk carefully. I would also like to add that there are strict laws under Article 4 of the Japanese Financial Instruments and Exchange Law which govern the finer detail around what we can and cannot say in relation to the Japanese IPO and therefore current and future disclosure around the Japanese IPO process will need to remain within these laws and this may limit our ability to discuss specific details of the IPO.

At this stage, we are informed that the Japanese IPO remains on programme and is anticipated to list on or around August 2016.

Rationale for the proposal

Despite the recapitalisation in October 2013 and the various capital and strategic initiatives implemented since that date, GJT has continued to trade at a substantial discount to its NTA.

At the time of recapitalisation we, along with management, made a commitment to investors that we would look to bridge this gap over time and that a Japanese IPO was always considered one of the possible options to achieve this. As many of you may appreciate, the Japanese IPO path is not a simple one and the IDC commend management for their persistence in getting us this far and hope that the markets provide favourable conditions from here for a successful IPO outcome.

As mentioned, the Proposal, if completed, is expected to result in the payment of Special Distributions to Unitholders which are estimated to be $2.65 per Unit in total based on the prevailing AUD/JPY exchange rate as at 26 February 2016 of $1=¥82.

This represents around a 30% premium to the Unit price prior to the announcement of the Proposal and is in line with GJT's currency adjusted NTA as at 31 December 2015. This outcome is after taking into account the costs associated with a transaction.

In addition, the Trust intends to pay ordinary distributions, currently estimated to be 8.7 cents per Unit, for the period to 30 June 2016 and any period thereafter up until completion of the Proposal.

Unitholders should understand that, even if the Proposal is voted for at this meeting, completion of the Proposal may not occur or the amount and timing of the payments to unitholders may be different from those outlined in the Notice of Meeting.

For example, market factors may prevent or delay the Japanese IPO completion and any change in the foreign currency exchange rate will impact the amount of the Special Distributions paid to unitholders.

While these are significant risks, the committee of independent Directors concluded that the outcome expected from a successful conclusion to the Proposal justified proceeding notwithstanding these risks.

Impact on GJT if the proposal does not proceed

If the Proposed Sale does not proceed, GJT will continue to hold its indirect interest in the Japanese Property Portfolio via its interest in the TK Business which will continue on. The board and management will continue to pursue opportunities to maximise the return for all GJT Unitholders.

Also given that the Special Distributions expected to be received by Unitholders under the Proposal imply a significant premium to the last trading price of GJT Units prior to its announcement, the Unit Price may fall if the Proposed Sale does not proceed.

Further, the TK Business and GJT (directly and indirectly) will also incur certain costs in connection with the Proposal whether or not the Proposed Sale proceeds. These costs are expected to amount to approximately A$2.7m if Unitholders vote against the Proposal and A$3.1m if Unitholders vote in favour of the Proposal and it is unsuccessful, for example, due to the failure of the Japanese IPO.

Recommendation

As part of the process the committee of independent directors appointed Deloitte to provide an Independent Experts report considering the proposed transaction. Deloitte has done that and concluded that the proposal described in the Notice of Meeting is fair and reasonable and in the best interests of the non-Associated Unit holders of GJT.

Finally, based upon careful consideration of the proposed transaction and the alternatives available to GJT Unitholders, the committee of independent directors supports the proposal and unanimously recommends that you vote in favour of the Resolution.

End