Asset Plus – Special Meeting of Shareholders

NZX RELEASE
29 May 2019

Asset Plus – Special Meeting of Shareholders

On 30 April, Asset Plus (NZX: APL) announced its entry into a conditional agreement to acquire 35 Graham
Street, Auckland for $58 million from Auckland Council. The agreement is conditional on the approval of
an ordinary resolution of Asset Plus shareholders.

Asset Plus can now confirm that a special meeting of shareholders to consider the acquisition of 35
Graham Street will be held on Monday, 17 June 2019, at 2.30pm, at The Northern Club, 19 Princes Street,
Auckland.

Attached to this announcement, is a copy of the:

• Notice of Special Meeting;
• Proxy Voting Form;
• Executive summary of Colliers International’s valuation report on 35 Graham Street, Auckland.
Shareholders can either vote in person at the meeting on Monday, 17 June 2019 or appoint a proxy to vote
on their behalf in accordance with the instructions set out in the Notice of Special Meeting.

-ENDS-

For further information please contact:

Bruce Cotterill
Chairman, Asset Plus Ltd
021 668 881

Mark Francis
Managing Director, Augusta Funds Management Ltd, Manager of Asset Plus
09 300 6161

Joel Lindsey
Chief Operating Officer, Augusta Funds Management Ltd, Manager of Asset Plus
09 358 7933

---

SPECIAL MEETING OF SHAREHOLDERS
29 May 2019
Notice is given that a Special Meeting of Shareholders of Asset Plus Limited will be
held at The Northern Club, 19 Princes Street, Auckland on 17 June 2019 at 2.30pm.

Notice of Special Meeting

Letter from the Board
of Directors
Notice of Special
Meeting
Explanatory
Notes
Defined
Terms
02
04
05
18
In this Notice of Special
Meeting the following
has been included:
Important Note
This Notice of Special Meeting is an important document and requires your attention.
It should be read in its entirety. This Notice of Special Meeting has been prepared to
advise you of the upcoming Special Meeting and to assist you in understanding the
resolution to be put to shareholders for consideration. The Board encourages you to
read this Notice of Special Meeting and exercise your right to vote.
If you do not understand any part of this document or are in doubt as to how to deal with
it, you should consult your broker or other professional adviser as soon as possible.
Please also feel free to call Augusta on (09) 300 6161 if you have any queries and you
will be forwarded to the appropriate person to address your query.
Forward-looking statements disclosure
This document may contain forward-looking statements. Forward-looking statements
are predictive in nature, they are subject to a number of known and unknown
uncertainties, assumptions and risks, performance or achievements that could result
in the proposed transaction being materially different from those expressed or implied
by such forward-looking statements. Matters not yet known to Asset Plus, or not
currently considered material by Asset Plus, may impact upon these forward-looking
statements. The statements in this Notice of Meeting reflect views held as at the date
of this Notice of Meeting. In light of these uncertainties, assumptions and risks, the
forward-looking statements discussed in the document may not occur. Given these
conditions, shareholders are cautioned not to place undue reliance on such forward-
looking statements.
Subject to any continuing obligations under applicable law or any relevant Listing
Rules, Asset Plus expressly disclaims any obligation to disseminate after the date of
this Notice of Meeting any updates or revisions to any such forward-looking statements
to reflect any change in expectations or events, conditions or circumstances upon which
any such statements are based.
Notice of Special Meeting
01
Appendix
– Valuation Report

Dear Shareholder
We are pleased to invite you to attend a Meeting
of the Shareholders of Asset Plus, which will be held
at The Northern Club, 19 Princes Street, Auckland,
commencing at 2.30pm on Monday, the 17
th
of June
2019 (the Meeting).
Background and Overview
of the Transaction
At the Meeting, Shareholders will be given the
opportunity to vote on the proposed acquisition of the
property at 35 Graham Street, Auckland Central (the
Property) for $58.0 million. If approved at the Meeting,
this purchase will settle on 28 June 2019.
It is the Board’s recommendation that shareholders
vote in favour of the proposed resolution for the
reasons set out in this notice of meeting.
The Transaction is a key step in the execution of Asset
Plus’ ‘Yield Plus Growth’ investment strategy. This
strategy was adopted following the externalisation
of management of the Company to Augusta Funds
Management Limited (Augusta). Over the past year
following the externalisation of management, Augusta
has worked with the Asset Plus board to investigate
a number of potential acquisitions. It’s exciting to
be able to embark on the first acquisition for that
strategy. We believe this Transaction delivers on this
strategy by:
• Supporting an objective to enhance returns for
investments, with the acquisition being accretive
to earnings during the two year lease term to
Auckland Council.
• Providing a growth opportunity through capital
enhancement from the redevelopment of
the asset.
• Creating an opportunity to gain exposure to
anticipated future positive Auckland CBD office
market rental growth.
Transaction Summary
Following the acquisition of 35 Graham Street for
$58.0 million, Auckland Council will lease the whole
property for two years with no rights of renewal. This
time period will provide Asset Plus with a holding
income at a strong property yield of 6.85% and
increased earnings per share above their current
levels. At the same time, this period will provide Asset
Plus and the Augusta team with the time required
to progress the potential redevelopment including
obtaining resource consent, tenant commitments and
construction plans.
The Property currently has a net lettable area of
approximately 9,990m
2
with extensive floor plates
of circa 3,000 to 3,500m
2
. As you will see from the
pictures throughout this document, the position
of the Property provides the upper floors with
expansive views across the Waitemata Harbour.
In our opinion, this location and the zoning for the
Property provides considerable potential for a re-
positioning at the end of the lease term. Potential
redevelopment options include various levels of
refurbishment and re-leasing of the existing floors
through to the addition of a further two to three
levels of Grade A office space (subject to resource
consent). Any potential redevelopment would be
an extensive commitment for Asset Plus and would
only be undertaken where we consider, at the time,
the project risks have been appropriately mitigated
and the expected redevelopment margin adds value
for shareholders. Any potential redevelopment may
require shareholder approval.
The Auckland office market currently has low vacancy
rates and we believe there a number of tenant leases
expiring over the next two years that will enable
these tenants to be targeted as part of a pre-leasing
campaign. Following the redevelopment, we expect
the Property to provide Grade A office space. These
are key characteristics, in our opinion, for considering
any development in the Auckland office market.
As part of the Transaction, Asset Plus will extend its
existing debt facility with BNZ by $55.0 million (to a
maximum of $75.0 million). Following settlement of
the Transaction, the gearing profile of the Company
will increase from approximately 8.5% to 38%. This
remains below Asset Plus’ loan covenant limit of 50%
on the total facility drawn.
Letter from the
Board of Directors
Notice of Special Meeting
02

In summary, key benefits of the acquisition are;
• an immediate increase to earnings through the
strong purchase yield of 6.85%;
• a strong tenant covenant from Auckland Council
during the two year lease term;
• a well located central Auckland property, re-
weighting Asset Plus’ exposure to the Auckland
CBD office market; and
• an asset with substantial redevelopment potential.
Like any significant Transaction, the transaction is not
free from risk. The Board considers the most significant
risk factors are the size of the potential development
relative to the current size of Asset Plus’ balance sheet,
the potential for an increase in construction costs, and
the risk that Asset Plus is not able to fully lease the
Property. We encourage shareholders to read section
11 in the Notice of Special Meeting that describes the
risks in more detail.
The Board considers that the potential benefits of the
acquisition outweigh the increase in the gearing ratio and
the potential risks.
If shareholders approve the acquisition of 35 Graham
Street, the Board will keep shareholders informed of
what the Board considers are the best options for
the Property and how any future development will
be funded. Further information on funding for the
redevelopment of 35 Graham Street is included in
section 8 of this Notice of Special Meeting.
The Board encourage all shareholders to read this
Notice of Special Meeting in its entirety including
the enclosed Colliers International Valuation
Executive Summary.
Bruce Cotterill
Chairman
Allen Bollard
Independent Director
Carol Campbell
Independent Director
Paul Duffy
Non-executive Director
The Board considers
that the potential
benefits of the
acquisition outweigh
the increase in the
gearing ratio and the
potential risks.
Notice of Special Meeting
03

Notice of Special
Meeting of Shareholders
The Board of Directors of Asset Plus Limited (Asset Plus
or the Company) is pleased to call a Special Meeting
of Shareholders to present the resolution below for
the proposed acquisition of the property located at 35
Graham Street, Auckland from Auckland Council, with
the detail of the Transaction set out in the Explanatory
Notes to the Notice of Special Meeting.
Agenda:
1. Chairman’s Introduction and Address.
2. Presentation on the proposed acquisition of 35
Graham Street, Auckland Central.
3. Shareholder questions.
4. To consider and, if thought fit, to pass the following
resolution as a resolution of the Company for the
purpose of NZX Main Board Listing Rule 9.1.1.
Resolution (as an Ordinary Resolution):
That the purchase of the property located at 35
Graham Street, Auckland Central for $58.0 million
plus GST (if any) by Asset Plus Investments Limited, a
wholly-owned subsidiary of Asset Plus Limited, from
Auckland Council (as described in further detail in
the Explanatory Notes within the Notice of Special
Meeting dated 29 May 2019), be approved.
(See the Explanatory Notes)
Explanatory Notes
Explanatory Notes on the above resolution and the
reasons for the Directors’ recommendation are set out on
the following pages.
Also enclosed with this Notice of Special Meeting is
the executive summary of the Colliers International
valuation report on the Property as at 1 April 2019.
The full valuation report is available on request from
the Company. Any shareholder who requests a copy
of the full valuation report will be emailed or couriered
a copy free of charge. Copies of the report may be
requested from Augusta by calling (09) 300 6161 or
emailing reception@augusta.co.nz. The Company is
not aware of any material changes since that time
that would impact the valuation.
Proxies
You may exercise your right to vote at the Special
Meeting either by being present in person or by
appointing a proxy to attend and vote in your place.
A proxy need not be a shareholder of the Company.
You may direct your proxy to vote or give your proxy
a discretion to vote how he/she sees fit. If you wish to
give your proxy such discretion you should mark the
box accordingly. If you do not mark any box then your
discretion is to abstain.
The Chairman of the Company is willing to act as proxy. If
you appoint the Chairman as proxy but do not direct him
how to vote on any particular matter, then the Chairman
will vote in favour of the resolution.
A proxy form is attached to this notice. If you wish to vote
by proxy you must complete the form and produce it to
the Company so as to be received no later than 2.30pm
on 15 June 2019, by any of the following methods:
Online
Visit the Link Market Services Investor website: https://
investorcentre.linkmarketservices.co.nz/voting/APL and
follow the prompts.
Email
Scan and email to: meetings@linkmarketservices.com.
Please put “Asset Plus Proxy” in the subject line for
easy identification.
Mail
If mailing from New Zealand please use the reply-paid
envelope provided. If mailing from outside New Zealand
please affix the required postage and address to: Link
Market Services Limited, P.O. Box 91976, Auckland 1142,
New Zealand.
Deliver
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland
Motions from the floor
No motions will be allowed from the floor.
Recommendation
The Board unanimously recommend that the
shareholders approve the acquisition of 35 Graham
Street, Auckland Central. The Board views the
Transaction as being in the best interests of Asset Plus
and its shareholders.
By order of the Board
Bruce Cotterill
Chairman
29 May 2019
Notice of Special Meeting
04

Explanatory Notes
1. Background and
Introduction
6. Rationale for the
Transaction
2. Details of the 35
Graham St Transaction
7. Investment Strategy
3. Impact of the
Transaction
8. How will the Value-Add
strategy be funded?
4. How will the
Transaction be funded?
9. What are the implications of
the Transaction not proceeding
5. Valuation Summary
10. Fees and expenses
11. What are the key risks
of the Transaction?
Defined Terms
06
13
06
14
08
15
13
15
13
16
16
18
View from purposed top floor
Notice of Special Meeting
05

Notice of Special Meeting
06
1. Background and Introduction
1.1 Background
The purpose of the Special Meeting is to consider
and, if thought fit, to pass the Resolution set out
in the Notice of Special Meeting. Explanations of
the Resolution and a detailed discussion of the
Transaction are set out below.
The Board recommends to Shareholders that if they
are in any doubt as to any aspect of the matters to be
considered and voted on at the Special Meeting, they
should seek independent financial or legal advice in
relation to those matters.
The Resolution at the Special Meeting will be passed
as if it is passed by Ordinary Resolution. An Ordinary
Resolution means a resolution passed by a simple
majority of the votes of those Shareholders entitled to
vote and voting on the resolution.
1.2 Introduction to the resolution
The Resolution provides for Shareholders to consider
and, if thought fit, approve certain aspects of the
Transaction. Asset Plus Investments Limited (a wholly
owned subsidiary of the Company) has entered into a
sale and purchase agreement with Auckland Council
under which it would acquire 35 Graham Street,
Auckland Central. This agreement is described in more
detail below, but provides, among other things, that
the Transaction with Auckland Council is conditional
on approval by the Company’s Shareholders.
1.3 Why is the resolution required?
NZX Main Board Listing Rule 9.1.1(b) requires approval
of an ordinary resolution of shareholders if the Company
enters into a series of linked or related transactions to
acquire assets in respect of which the value is in excess
of 50% of the Average Market Capitalisation of
the Company.
The acquisition will result in the Company acquiring
assets in respect of which the gross value is in
excess of 50% of the Company’s Average Market
Capitalisation, which is approximately $96.3 million as
at 29 April 2019 (the day the agreement to purchase
35 Graham Street was entered into). The purchase
price of $58.0 million will exceed the Average Market
Capitalisation threshold under Listing Rule 9.1.1(b).
Accordingly, the approval of Shareholders to the
acquisition of 35 Graham Street, Auckland is being
sought by Ordinary Resolution.
The Company is not aware of any voting restrictions
applying to voting on the resolution under the NZX
Main Board Listing Rules.
2. Details of the 35 Graham Street
Transaction
2.1 Property Description
On 29 April 2019, Asset Plus Investment Limited, a
wholly owned subsidiary of Asset Plus, entered into a
sale and purchase agreement with Auckland Council for
the acquisition of 35 Graham Street, Auckland Central.
The Property comprises circa 9,990m
2
of net lettable
area across circa 3,000 to 3,500m
2
floor plates in an
elevated position overlooking the Waitemata Harbour.
The Board and Manager believe that the Property is
one of the last major redevelopment opportunities
within the Victoria Quarter, a popular CBD location
that has attracted tenants such as BDO, Spark, NZME
and Meredith Connell. The Property location is a 5
minute walk to Wynyard Quarter, home to major
corporates such as Fonterra, Bayleys, IBM, Datacom
and Air New Zealand. The Property is also a short walk
to Victoria Park and the Viaduct.
Part of the building was originally built on the Property
for BJ Ball and completed in 1957. In 1997, a large part
of that original building was demolished and two new
floors were built on top of the remaining structure. A
brand new building was also built to the east of the
existing structure.
2.2 Terms and Conditions of Sale
The agreement is based on the most recent edition of
the ADLS/REINZ Sale and Purchase Agreement. The key
details of the sale and purchase agreement are
as follows:
The Property35 Graham Street, Auckland Central
NA97B/101
VendorAuckland Council
PurchaserAsset Plus Investments Limited
Date Of
Agreement
29 April 2019
Purchase Price$58.0 million
Deposit10% of the purchase price
Settlement Date28th June 2019
Unconditional
Date
Shareholder condition to be satisfied on or
before 35 working days from the date of
the agreement (being 18 June 2019)

Notice of Special Meeting
07
Lease35 Graham Street, Auckland is being
offered to the market as a sale and
leaseback to the Auckland Council for
a term of two (2) years with no further
rights of renewal. Lease commencement
date is the settlement date under the
agreement for sale and purchase and
the annual rent payable by the tenant is
$3.975 million p.a. plus GST (if any).
The purchase price for the Property is $58.0 million
plus GST (if any), being a price supported by an
independent valuation commissioned by Asset Plus
Limited and undertaken by Colliers International. A
copy of the executive summary of the valuation is
included with this notice.
As at the date of this Notice of Special Meeting,
the sole condition of settlement of the Transaction
is confirmation of approval by the Shareholders
(the Resolution). If the condition is not satisfied, the
Transaction will not proceed.
If approved by Shareholders, the Transaction will
become unconditional and payment of a $5.8 million
deposit by Asset Plus Investments Limited to Auckland
Council will be made. The remainder of the purchase
price is payable on the settlement date, which is
scheduled to occur on 28 June 2019.
Other key terms of the Sale and Purchase agreement
include the Vendor warranties. The Property is
generally sold on an as-is, where-is basis, with limited
warranties being given by the Vendor. The warranties
being given comprise certain standard conveyancing
warranties and a limited Vendor information warranty.
The Vendor’s aggregated liability in respect of all
claims made under the information warranty is
capped at $1.0 million.
As part of investigating the Transaction, the Manager
engaged various external consultants to complete
extensive due diligence on the asset covering legal,
structural, architectural, planning, building and
service condition.
2.3 Key Lease Terms
35 Graham Street, Auckland, which comprises a total
net lettable area of circa 9,990 m
2
, is to be leased to
Auckland Council following settlement. The Property
is being acquired as a sale and leaseback to Auckland
Council under a new lease agreement containing the
following key terms:
• A term of two (2) years commencing on the
settlement date;
• The tenant has no further rights of renewal;
• The annual rental for the term of the lease is fixed
at $3.975 million + GST (if any);
• The tenant is responsible for the payment of rates
and utilities;
• During the term of the lease the tenant is
responsible for;
-Keeping the building insured to its full
replacement value; and
-Holding insurance cover in respect of 24
months’ loss of rent and outgoings.
• The maintenance obligations on the part of both
the landlord and tenant are limited, recognising
the short duration of the lease and the intention
to redevelop the Property following expiry of the
lease. Similarly, given redevelopment plans, the
tenant will have limited obligations to make good
on expiry of the lease; and
• The tenant is not authorised to make structural
alterations during the term of the lease.

Notice of Special Meeting
08
3. Impact of the Transaction
3.1 Impact of the Transaction
If the Transaction is approved, the impact for Asset
Plus is summarised in the following pro-forma
financial information:
Current
portfolio of
3 existing
assets
35 Graham
Street
Acquisition
Anticipated
position
post-
acquisition
Asset Value$123.10m
$58.72m$181.82m
WALE5.5 Years2 Years4.5 years
Occupancy96.7%100%97.7%
Net Rental
Yield
6.82%6.85%
6.83%
LVR8.5%-
38%
EPS
1
3.12cps0.64cps3.76cps
The annualised forecast impact on financial performance
is set out below:
Current
portfolio of
3 existing
assets
($000s)
35 Graham
Street
acquisition
($000s)
Anticipated
total post-
acquisition
($000s)
Net Rental
Income
8,397
3,875
12,272
Administration
Expenses
(900)
(25)
(925)
Augusta
Management
Fee
(615)(294)(909)
Interest Expense(410)
(2,309)
(2,719)
Gross Operating
Profit
6,472
1,247
7,719
Taxation
Expenses
(1,422)
(209)
(1,631)
Net Profit
After Tax
5,0501,0386,088
Cents per share3.12
0.64
3.76
In the two tables above:
• The “Current portfolio of 3 existing assets” column
represents the income derived from the leases, the
Company’s borrowings and other expenses as at 1
May 2019 along with the latest property valuations
as at 31 March 2019. It is not extracted from the 31
March 2019 financial statements as those financial
statements include income from the AA Centre
which was sold in June 2018 and is therefore no
longer received.
• The “35 Graham St acquisition” column represents
the Colliers International valuation as at 1 April
2019 and the anticipated income from the lease
and associated expenses, including $0.8 million of
transaction costs.
• The “Anticipated position post-acquisition” and
“Anticipated total post-acquisition” columns
represent the position immediately post the
acquisition after combining 35 Graham Street with
the existing portfolio. This includes $0.8 million of
transaction costs. The EPS position represents an
annualised view as at 28 June 2019 in respect to
funds from operations.
Key assumptions:
Current portfolio of 3 existing assets
As noted above, the ”Current Portfolio of 3 existing
assets” columns reflect, as at 1 May 2019, the
annualised net rental profiles (from the leases
attached to the existing portfolio of 3 assets), drawn
debt of $10.5 million and the corresponding interest
cost, the Augusta management fees based on the size
of the current portfolio and the current administration
costs to run the company on an annual basis.
35 Graham Street acquisition
• The net rental amount of $3.875 million reflects
passing rent of $3.975 million less $100,000
of unrecovered operating costs identified in
due diligence. Source: Auckland Council
lease agreement.
• An additional $25,000 of administration expenses.
Source: Management forecast on annualised
basis due to increased portfolio size and based on
experience of managing the current portfolio.
• Increase in management fee being 0.50%
of the total Transaction cost. Source:
management contract.
• Capitalised loan facility fees are $82,500, which
are then amortised over 3 years being the term of
the loan. Source: committed funding term sheet
from BNZ.
• Effective interest rate of 3.9% assumed on additional
debt of $58.5 million drawn to support the purchase.
Source: Interest rate margin in BNZ committed term
sheet, along with forecast interest rates as at the
date of the notice of meeting.
1
Earnings per share is calculated based on net profit after tax.

Notice of Special Meeting
09
• An annual depreciation claim of $500,000 in
respect to the 35 Graham St building fit out. Source:
management forecast based on assessment of
current building fit out.
• Total Transaction (acquisition) costs assumed are
$800,000. Source: see section 10 for further detail
on the Transaction costs.
• Acquisition costs (aside from funding fees)
are capitalised to investment property with no
revaluation impact thereafter.
• $58.5 million of debt is drawn to fund acquisition
and Transaction costs.
The above excludes any one-off or
non-recurring transactions.
A pro forma “post-acquisition” balance sheet as at
28 June 2019 is set out below. The existing portfolio
represents the fair value as at 31 March 2019 based
on independent valuations on the existing portfolio
commissioned for financial reporting purposes, with
the 35 Graham St acquisition represented by the
Colliers International valuation for the Property and
Transaction costs:
Current
portfolio
of 3
assets
($000s)
35 Graham
Street
acquisition
($000s)
Anticipated
position
post-
acquisition
($000s)
Investment
property
123,100
58,718 181,818
Working capital
(net)
1,550 (218) 1,332
Bank debt drawn
10,500 58,500 69,000
Deferred tax
liability
1,770 -1,770
Equity
112,380
-
112,380
LVR
8.5% 38%
The LVR is represented by drawn debt as a percentage
of the value of the investment properties.
Loan fees of $82,500 are capitalised and amortised over
the 3-year term of the loan facility.
While gearing is currently only 8.5%, this is as a result of
Asset Plus completing two divestments within the past
15 months being Print Place in Christchurch in March
2018 and AA Centre in Auckland in July 2018. Prior to
these divestments, gearing was 33%. The increase in
gearing to 38% following the Graham Street acquisition
is therefore only 5% above that previous position. This
increased gearing increases the Company’s total interest
cost but also assists to increase the earnings per share
due to the increase in rent received following the 35
Graham St acquisition being greater than the increased
interest cost.
Working capital position represents current assets less
current liabilities.
3.2 Impact on earnings from potential
disposal of Heinz Wattie’s National
Distribution Centre
The Company has granted a third party a period
of exclusivity to conduct due diligence on the Heinz
Wattie’s Distribution Centre (the Distribution Centre).
If an agreement is reached, settlement would be four
months from the agreement date resulting in a potential
settlement date in October 2019.
In the event that the Company proceeds with the disposal
of the Distribution Centre, the immediate earnings
accretion gained from the Transaction contemplated in this
Notice of Special Meeting would decrease.
The financial impact, presented on an annualised basis,
of the potential Heinz Wattie divestment is set out below;
Anticipated
total post
Graham St
acquisition
($000s)
Effect of
Heinz sale
($000s)
Anticipated
Total post-
Heinz sale
($000s)
Net Rental Income12,272(2,130) 10,142
Administration
Expenses
(925)-(925)
Augusta
Management Fee
(909)145 (764)
Interest Expense(2,719)1,135(1,584)
Gross Operating
Profit
7,719(850)6,869
Taxation Expenses(1,631)193(1,438)
Net Profit
After Tax
6,088 (657)5,431
Cents per share3.76(0.41)3.35
Forecast gearing is expected to reduce to 26.1% as all
sale proceeds are assumed to be applied towards debt
repayment. The reduced gearing profile would provide
capacity for future acquisition and redevelopment
activities (subject to availability of debt finance).

35 Graham Street
Fanshawe Street
10
Notice of Special Meeting

Graham Street
Hardinge Street
Victoria St West
11
Notice of Special Meeting

Neighbouring Businesses
Notice of Special Meeting
12

Notice of Special Meeting
13
4. How will the Transaction
be Funded?
If approved by Shareholders, the Transaction will be
funded through a debt facility with BNZ.
Asset Plus currently has an undrawn amount of $9.5
million from an existing $20.0 million loan facility
with BNZ (the Company’s bankers). The Company
has obtained the commitment of BNZ to extend the
Company’s existing debt facility by $55.0 million to
a maximum facility size of $75.0 million. This will
fully fund the acquisition (plus provide an undrawn
facility of approximately $6.0 million). Key conditions
precedent to the increased facility are:
• Provision of a valuation report to the satisfaction
of BNZ (which is now confirmed by BNZ as being
satisfied through the provision of the Colliers’
valuation report); and
• Confirmation from Asset Plus that no material
adverse event has occurred following the date of
its latest financial statements (which Asset Plus
currently expects it will be able to confirm).
Other conditions precedent are standard conditions
for a banking facility including, as an example, the
registration of BNZ’s security over 35 Graham Street
and Asset Plus.
The financial covenants under the facility are:
• Interest cover ratio: greater than 1.75 times
• Loan to value ratio: no greater than 50%
Following settlement of the Transaction, the
gearing profile of the Company will increase from
approximately 8.5% to 38% but remains below Asset
Plus’ loan covenant limit of 50% on the total facility
drawn. Approximately $6.0 million of the loan facility
will remain undrawn.
5. Valuation Summary
The Property has been valued on an “as is” basis
by Kane Sweetman of Colliers International at
$58.0 million as at 1 April 2019 in accordance with
International Valuation Standards and API/PINZ
Valuation Standards. The executive summary of this
valuation report has been appended to this Notice of
Special Meeting.
The key valuation metrics are tabled below:
‘As Is’ Valuation
as at 1 April 2019
Valuation
58,000,000
Annual Net Contract Income
3,975,000
Market Rental Income
3,960,428
Passing Yield %
6.85%
Equivalent Market Yield %
5.99%
WALE (years)
2.00
Kane Sweetman of Colliers International is an
independent valuer.
6. Rationale for the Transaction
Asset Plus shareholders voted to externalise
management of the Company to Augusta at a
shareholder meeting on 19 March 2018. On that
date a clear company objective to provide investors
with an investment in a diversified portfolio of New
Zealand commercial property with a ‘Yield Plus
Growth’ investment strategy was established. The
management agreement with Augusta commenced
on 26 March 2018.
The acquisition of the Property is in keeping with the
Asset Plus ‘Yield Plus Growth’ investment strategy as
the proposed acquisition has the potential to enhance
returns for investors and/or provide superior growth
opportunities through capital enhancement from
the potential redevelopment and outlook for positive
Auckland CBD office market rental growth.
As stated in the Company’s investment policy
“The company will employ an active asset
management approach to optimise the income and
investment performance of its assets. This includes:
• Adding value through remixes, refurbishments and
physical improvements;
• Utilising innovative marketing, operating, or leasing
strategies; and
• Maintaining strong tenant relationships,
proactively dealing with vacancy risk and
negotiating new leases and rent reviews to
optimise income performance.

Notice of Special Meeting
14
The potential redevelopment opportunity at the end of
the Auckland Council lease has the benefit of a large
existing structure to upgrade and the possibility of
adding additional floors (subject to resource consent)
that will have expansive views and large floor plates.
The Company anticipates that the repositioned
building should attract high quality tenants on long
leases, similar to those in the neighbouring Grade-A
office buildings.
The local area has attracted circa $1.5 billion of
foreign investment in the last 18 months, examples
include Building C Spark City $77.0 million (SC Capital
Partners), Viaduct VXV Office Portfolio $635.0 million
(Blackstone) and 155 Fanshawe St $247.0 million
under construction (overseas pension fund).
7. Investment Strategy
Auckland Council has committed to relocating their
staff to alternative locations at the end of their lease
term providing the opportunity to redevelop and
reposition the asset.
Two possible redevelopment options have been
assessed at concept stage during the due diligence
period of approximately two months prior to entering
into the agreement. These options will be further
investigated by the Manager following the acquisition.
Both options involved retaining the building use as
office accommodation. There is also a third option for
a light refurbishment and releasing.
A summary of the potential options for the future
redevelopment of the asset is detailed below:
Option 1 – the Manager’s Preferred Add Value Asset
Strategy – Full refurbishment and addition of new
floors to “Premium/A Grade” office building:
• Auckland Council will vacate the Property at the
end of the 2-year lease. At this point the Property
is vacant and left “as is” with no remedial works
completed by the departing tenant.
• The existing structure is ‘stripped back’ to a shell
and the building extended by an additional
three floors.
• The gross floor area (GFA) increased to circa
19,400sqm (adding circa 6,400sqm GFA), compliant
with the maximum total gross floor area allowed for
the site assuming compliance with the permitted
height limits allowed under the planning restrictions.
• The development is expected to take between
eighteen months and two years from the
commencement on site, noting that the Auckland
Council’s two-year lease term allows for design
and consenting to be underway before the end of
the lease.
For any development under Option 1, the target
development margin will be 15% with a target yield on
cost of 6.6%.
The risks associated with the above option include:
• Committing to the development and construction
costs increasing as a result of variations under the
construction contract;
• Committing to a development with the building not
being fully leased and having a longer period to
lease the remaining vacancy.
Please refer to Section 11 for further detail on the risks.
Option 2 – Refurbishment of existing Building to
“Upper B Grade” office space:
• Would apply if market conditions have been
assessed as ‘unsupportive’ of an extensive
redevelopment of the asset. Therefore, reactive
leasing and light refurbishment of the building
is undertaken.
• Auckland Council will vacate the Property at the
end of the 2-year lease. At this point the Property
is vacant and left as is with no remedial works
completed by the departing tenant.
• The refurbishment is expected to take 1 year
to complete.
The key downside of implementation of this option is there
is unlikely to be the same potential for valuation increase.
However, the running yield will be maintained. This option
does not prevent Option 1 being implemented at a later
date when market conditions are more supportive.
Option 3
In addition to the above options, there is also the
option to lease the Property as it is with some small
refurbishments of the office floors. The returns on this
would be subject to the rental amounts agreed with
tenants but, in the Board and Manager’s opinion,
are likely to be less than the above two options (as
extensive refurbishments are necessary to attract

Notice of Special Meeting
15
higher rental amounts). However, this would allow
income to be produced from the Property with much
lower capital requirements. This option would only
proceed if market conditions did not allow any form
of redevelopment or extensive refurbishment to be
undertaken. In addition, there may be a period of
vacancy after Auckland Council leaves the building
before a new tenant is signed up. This is mitigated by
the certainty that Auckland Council is leaving which
allows time to identify potential tenants over the next
2 years.
Expected costs for development
Based on due diligence to date (including the
engagement of a quantity surveying firm), the cost of the
above options are currently expected to be:
• Option 1: $90.0 – 100.0 million;
• Option 2: $15.0 – 20.0 million (this is ultimately
subject to the level of refurbishment which will
be determined by tenant requirements from
leasing negotiations).
The above amounts include estimated consultancy
and feasibility costs, consenting costs, potential
lease incentive payments, construction costs and the
interest costs associated with holding the Property.
Forecast Market Conditions
The availability of Auckland office accommodation is
under pressure with just 18,000sqm of prime A Grade
office space currently available within the Auckland
CBD Market and 21,000sqm in the metropolitan market
(Source: Colliers Office Research Report February 2019).
Currently 90,000sqm of new office space is under
construction in Auckland and due for completion in 2020.
40,000sqm of this space has already been leased leaving
50,000sqm available.
A further 42,000sqm of office space has been identified
as becoming vacant or being built in 2021 with
10,000sqm of that space already committed. On this
basis it is estimated that 80,000sqm of “A Grade” office
space will become available between now and 2022.
The Property’s main attraction is the rare large floor
plates with expansive views of the Waitemata Harbour.
The opportunity exists to incorporate refurbishment of
the existing building with an extension of the existing
structure. The existing structure allows for an active
asset management leasing strategy to be implemented
to target securing an anchor tenant(s). Market research
completed to date by Augusta during the due diligence
period suggested there are a number of large tenants
requiring accommodation in 2023, a timeframe in line
with a realistic target completion date for 35 Graham
Street. If Asset Plus acquires 35 Graham Street and
wishes to proceed with a redevelopment of the Property,
Augusta will focus on securing pre-commitment from
tenants via a detailed and targeted marketing campaign.
8. How Will the Value-Add strategy
be Funded?
Post-acquisition, Augusta will instruct the necessary
consultants to commence the concept design phase
for the proposed development and progress toward
a resource consent application. Pre-construction
spend for the design and consenting phase of the
development will be funded by the expected $6.0
million of undrawn debt facility and working capital.
The funding structure for the potential future
development phases (in addition to the $6.0 million pre-
construction spend) will be contingent on the Asset Plus
balance sheet at the time. Development funding will
likely be made available through the recycling of one or
more existing assets creating sufficient balance sheet
capability to fund a material portion of the forecast
development spend. Additional debt will be sought to
fund the balance of the development and / or future
capital may need to be raised if the gearing ratio
exceeds 40% on an as if complete basis. Asset Plus will
update shareholders in due course on the potential
redevelopment and potential funding structure.
9. What are the Implications of the
Transaction not Proceeding?
The Sale and Purchase Agreement is conditional on
Asset Plus shareholders approving the Transaction.
Should the resolution not be approved, the Transaction
will not complete. Asset Plus will not incur financial
penalties under the Sale and Purchase Agreement if
the Transaction is not approved but will incur some due
diligence costs for consultants already engaged.
The Transaction is accretive to the status quo and
will enable the Company to maintain dividends at the
current rate subject to future acquisition activity and
unforeseen events.
If the Transaction does not proceed, Asset Plus will
continue to look for opportunities that are consistent
with its ‘Yield Plus Growth’ investment strategy.

Notice of Special Meeting
16
10. Fees and expenses
The proposed Transaction fees are set out below:
Due diligence costs (committed)60,000
Further legal costs (committed)48,500
Acquisition fee payable to manager580,000
Loan facility fee (in respect to the new facility)82,500
Further legal and notice of meeting costs 29,000
Total Transaction costs
800,000
In accordance with the terms of the management
agreement, the acquisition fee payable to Augusta
is 1% of the aggregate purchase price for
35 Graham Street.
The base management fee payable to the manager
is forecast to increase by $294,000 per annum post
the acquisition. Property management fees are
also forecast to increase by approximately $60,000
per annum (each consistent with the terms of the
management agreement).
11. What are the Key Risks of
the Transaction?
Like any significant transaction for a group of companies,
the Transaction is not free from risk. This section
describes the circumstances that the Board is aware
of that exist or are likely to arise associated with the
acquisition and the owning of the asset which may
affect the Company’s future operating performance and
financial position and the value of the Company’s shares
post completion of the acquisition.
Where practicable, the Company seeks to implement
risk mitigation strategies to minimise the exposure to
some of the risks outlined below, although there can
be no assurance that such arrangements will fully
protect the Company from such risks.
You should carefully consider these risks before
deciding how to vote in respect of the Resolution.
The statement of risks in this section does not take
account of the personal circumstances, financial
position or investment requirements of any particular
shareholder. It is important, therefore, that before
making any voting decision, you give consideration to
the suitability of an investment in Asset Plus’ shares
in light of your individual risk profile for investments,
investment objectives and personal circumstances
(including financial and taxation issues).

Notice of Special Meeting
17
IssueDescription LikelihoodMitigation
Material size of
development
relative to the
current balance
sheet
The Asset Plus balance sheet will
have equity of approximately $112.0
million following the acquisition. In
the absence of further acquisitions,
any development cost will likely
represent a material portion of the
balance sheet and any negative
performance from the development
will therefore have a more material
impact on Asset Plus’ financial
position.
Medium, unless
the size of Asset
Plus’ balance
sheet materially
increases prior to
the development.
Any development is unlikely to be
committed to without:
• Tenant pre-commitments; and
• Construction programmes that
are sufficiently advanced to reduce
the risk of construction cost
escalation; and
• Final feasibilities indicate a target
development margin of 15% and a
target yield on cost of 6.6%.
Cost escalation
impacting
margin
Construction costs continue to rise.
Medium, given
conditions in
the construction
market.
Due diligence has already been
undertaken on likely construction costs
by an experienced quantity surveying
firm and included in feasibilities
conducted to date. An extensive level of
design will likely be undertaken before
commencement of the development.
Fixed price construction contracts will
likely be sought.
Financial due diligence will be
undertaken on the contractor selected
to ensure they have an appropriate level
of financial standing.
Inability to lease
the Property
There is a risk that either the Property
may not be fully leased immediately
or a longer period of time than
expected is required to secure tenant
commitments (given there is potentially
16,000 m
2
of space available in a fully
developed building).
Low to mediumGreater lease incentives may need to be
paid (impacting margin) or time to lease
(impacting the internal rate of
return (IRR) from the acquisition
and development).
The level of development may be
reduced (from the addition of further
floors) to meet leasing commitments
that are able to be secured.
A change
in market
conditions after
completion of
the Transaction
Any change to interest rates and the
market conditions after completion of
the Transaction may influence future
capitalisation rates and the valuations
of the Company’s assets. Higher interest
costs may also affect the overall cost of
any development and returns from the
acquisition and development.
Low
Asset Plus and its Manager will continually
analyse market conditions following
completion of the Transaction, with
the development able to be reduced or
postponed if necessary.
Appropriate interest rate hedging will
be considered to mitigate the risk of
any change in the interest rate applying
to a loan facility taken out to fund a
redevelopment of 35 Graham Street.
The key risks, their severity and the Company’s mitigation strategies are listed below:

Defined
Terms
Asset Plus or the Company means Asset Plus Limited;
Augusta or the Manager means Augusta Funds
Management Limited;
Average Market Capitalisation means the volume
weighted average market capitalisation of Asset Plus’
ordinary shares calculated from trades on the NZX
Main Board over the 20 business days prior to
29 April 2019;
Board means the board of directors of Asset Plus
acting, for the purposes of the Transaction, through
and by the independent Directors;
Contract Rental means the amount of rent payable
by Auckland Council, plus other amounts payable
by Auckland Council under the terms of the lease
agreement, annualised for a 12-month period
assuming no default by Auckland Council;
EPS means Earnings Per Share;
Interest Coverage means the ratio representing
the Company’s ability to pay interest expenses on
outstanding debt;
Listing Rules means the NZX Main Board/Debt Market
Listing Rules;
LVR means loan to value ratio;
Net Rental Yield means the contractual rental
income generated each year as a percentage of the
asset value;
Notice of Special Meeting means this notice of special
meeting to be distributed to Shareholders;
NZX means NZX Limited;
Occupancy means the portion of the portfolio that is
committed to by a tenant;
Ordinary Resolution means a resolution of
Shareholders approved by a simple majority of the
votes of those Shareholders entitled to vote and voting
on the matter;
Property or 35 Graham Street means 35 Graham
Street, Auckland;
Purchaser means Asset Plus Investments Limited;
Resolution means the Ordinary Resolution set out in
this Notice of Special Meeting;
Sale and Purchase Agreement means the sale and
purchase agreement between Asset Plus Investments
Limited and Auckland Council for the 35 Graham
Street, Auckland property dated 29 April 2019;
Settlement means the transfer of ownership of the
property to the buyer;
Shareholder means a registered holder of shares from
time to time;
Meeting means the meeting of Asset Plus
shareholders, and any adjournment of that meeting,
to be held to consider and, if thought fit, approve
the Transaction;
Transaction means the proposed acquisition by Asset
Plus of the 35 Graham Street property from Auckland
Council for $58.0 million (plus GST, if any), which, if
approved by shareholders at the Meeting, is expected to
settle on 28 June 2019;
Vendor means Auckland Council;
WALE means weighted average lease expiry.
Notice of Special Meeting
18

Notice of Special Meeting
19

Notice of Special Meeting
20

Notice of Special Meeting
21

---

21038/KS
Executive Summary
35 Graham Street, Auckland
Brief Description
The property is located on an elevated site above Fanshawe Street, with harbour
views (particularly from the upper floors) over the buildings in the Viaduct Quarter.
35 Graham Street comprises a four-storey office building. The building has large
floor plates with atriums to provide natural light to the central areas.

The property is currently being marketed for sale with a leaseback to Auckland
Council for two years, after which time their intention is to vacate the property.

NOTE: This Summary should be read in conjunction with the full report –
Reference 21038/KS


Instruction & Approach
Instructing Party Asset Plus Limited
Reliant Party/s Asset Plus Limited
Purpose of Report Internal Analysis Purposes Only.
Interest Valued 100%
Date of Valuation 1 April 2019
Date of Inspection 1 April 2019

Property Details
Legal Description Lot 1, Deposited Plan 47079 and Lot 1 Deposited Plan 68194 and Part Allotment 9-10 Section
20 Suburbs of Auckland
Tenure Freehold
Proprietary Owner Auckland Council
Land Area 4,841 m²
Lettable Area 9,520.99 m²
Zoning Business City Centre Zone
Major Tenancies Auckland Council
Current Net Contract Income $3,975,000 per annum
WALD 2.00 years

Key Data & Assumptions
Outgoings $1,126,945 per annum
Net Market Rental $3,960,428 per annum
Capex Assumptions 7,313,458
Letting Up Allowance 9.0 months
Tenant Retention 50%
Average Growth 2.87% per annum
Market Capitalisation Rate 6.00%
Discount Rate 8.00%
Terminal Capitalisation Rate 6.25%

Valuation Conclusions
Adopted Value (100%) $58,000,000 plus GST
Passing Initial Yield 6.85%
Equivalent Market Yield 5.99%
Internal Rate of Return
(including capex)
8.01%
Internal Rate of Return
(excluding capex)
9.26%
Direct Comparison Rate $6,092/m² of NLA

Valuers

KANE SWEETMAN BA, BPROP, MPINZ, FRICS
Registered Valuer
National Director │ Valuation & Advisory Services
JACQUELINE FROST
BBS (VPM)
Registered Valuer
Associate Director
CIVAS Limited trading as COLLIERS INTERNATIONAL
Level 27, 151 Queen Street, Auckland 1010
PO Box 1631, Shortland Street, Auckland 1140
Phone No. (09) 3581888

NOTE: This Executive Summary must be read in conjunction with the full valuation report. We accept no responsibility for sole reliance on this summary.

Reference: 21038/KS
As At
1 April 2019
COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES
Commercial Property Valuation Model
"As Is" 35 Graham Street, Auckland Central, Auckland

Valuation Calculations
Under Instruction From

COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES
"As Is" 35 Graham Street, Auckland Central, Auckland
VALUATION DETAILS
Valuation DateCash Flow Model Date
Interest ValuedFreehold InterestPurpose of Valuation
CORE VALUATION ASSUMPTIONS
Financial Details
Gross Passing Income (Fully Let)Adopted Gross Market Income
Outgoings (pa)Outgoings (pa)
Net Passing Income (Fully Let)Adopted Net Market Income
Net Passing Income (Current)$3,975,000
Passing Income is $14,572 above current market levels
Over / Under rented %0.37%
Fully Leased - over / under rented %0.37%
Total NLATotal Vacancy
Total Carparks
11 parks
Office NLARetail NLA
Proportion of Occupied Office Area
100.00%
Proportion of Occupied Retail Area
0.00%
NetGrossNetGross
Average Passing Office Rental*$369/m²$488/m²Average Passing Retail Rental*$0/m²$0/m²
Average Market Office Rental$366/m²$485/m²Average Market Retail Rental$0/m²$0/m²
*Passing rental averages are based on the proportion of occupied area.
Global Assumptions
Agents Leasing Fees (Gross)16.00%Refurb Allowance - Initial Expiries
Renewal Leasing Fee (Gross)5.00%Refurb Allowance - Secondary Expiries
OfficeRetail
Lease Term6 years whole floors / 6 years suitesLease Term6 years
Letting Up - Market12 months whole floors / 12 months suitesLetting Up - Market12 months
Retention Probability (Letting Up & Leasing Fees)
50.0%
Retention Probability (Letting Up & Leasing Fees)
50.0%
Letting Up - Applied6 months whole floors / 6 months suitesLetting Up - Applied6 months
Renewal Probability (Incentives)
0.0%
Renewal Probability (Incentives)
0.0%
ReviewsReviews
Traditional Valuation ApproachDiscounted Cash Flow Approach
Core Initial Capitalisation Rate6.000%Cash Flow Term
Core Market Capitalisation Rate6.000%Terminal Capitalisation Rate6.250%
Pending Vacancies Allowances within36 monthsTerminal Allowances & Reversions within12 months
Capital Expenditure Allowances for24 monthsDiscount Rate8.000%
Rental Reversions (PV)
10 Yr Rental Growth2.87%
(compounded)2.87%
VALUATION CONCLUSIONS
Traditional Valuation ApproachDiscounted Cash Flow Approach
Initial Yield ApproachDiscounted Terminal Value67%
Market Yield ApproachNPV of Cash Flows33%
Sum of Discounted Cash Flows
Less Acquisition Costs
Net Present Value
Rounded DCF Value
ADOPTED VALUE
(FIFTY EIGHT MILLION DOLLARS )
RESULTANT YIELDS AND IRR'S ON ADOPTED VALUE
Direct ComparisonTerminal Initial Yield6.13%
Passing Initial YieldTerminal Market Yield6.25%
Equivalent Initial YieldTerminal Capital Value
Equivalent Market YieldRate of Increase in Capital Value3.70%
Average Lease DurationIRR (Incl. Capex)8.01%
Weighted Lease Duration by AreaIRR (Excl. Capex)9.26%
Weighted Lease Duration by Income (inc vacancy)
Weighted Lease Duration by Income (exc vacancy)8.76%
Total Capital Expenditure (Nominal)8.65%
% of Adopted Value (Nominal)12.61%
8.67%

$58,000,000
2.00 years
2 yearly rent reviews to market rent
Current tenants at expiry/market review with
subsequent leases at 36 months
$58,250,000
$58,000,000 - GST Exclusive
Valuation Calculations Summary
$5,101,945
$1,126,945
$3,975,000
1 April 2019
10 years
+25.00 bps
1 April 2019
Internal Analysis
2 yearly rent reviews to market rent
$500/m²
$150/m²
$1,126,945
$3,960,428
$5,087,372
7 Year IRR (incl. Capex)
$8,759 per m² NLA
$6,092 per m² NLA
6.85%
6.01%
5.99%
2.00 years
2.00 years
3 Year IRR (incl. Capex)
5 Year IRR (incl. Capex)
2.00 years
9,520.99 m²-
$7,313,458
9,520.99 m²0.00 m²
$58,043,395
-
$58,043,395
$58,000,000
Office (Net Effective)
Office (Net Effective)
$38,604,878
$19,438,517

COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES
"As Is" 35 Graham Street, Auckland Central, Auckland Valuation Date: 01 April 2019
Lettable AreaLeaseLeaseLeaseLeaseNext ReviewBase PassingAdopted MarketPV of Rental
Level/SuiteTenantUseNLACommenceTermExpiryType% NLAOptionDateRentRent $/m²RentRent $/m²Reversion
1Lower Ground BasementAuckland CouncilStorage2,525.001-Apr-192.0031-Mar-21Net0.00%1 x 1378,750150.00E395,200156.51(43,262)
2GroundAuckland CouncilOffice3,363.301-Apr-192.0031-Mar-21Net35.33%1 x 11,221,747363.26E1,210,788360.001,903
3Ground MezzanineAuckland CouncilOffice32.711-Apr-192.0031-Mar-21Net0.34%1 x 111,882363.26E11,776360.0019
4Level 1Auckland CouncilOffice3,342.951-Apr-192.0031-Mar-21Net35.11%1 x 11,231,069368.26E1,220,177365.001,867
5Level 1 BalconiesAuckland CouncilOther48.511-Apr-192.0031-Mar-21Net0.00%1 x 19,702200.00E9,702200.00-
6Level 2Auckland CouncilOffice2,782.031-Apr-192.0031-Mar-21Net29.22%1 x 11,052,326378.26E1,043,261375.001,515
7Level 2 BalconiesAuckland CouncilOther61.621-Apr-192.0031-Mar-21Net0.00%1 x 112,324200.00E12,324200.00-
8ParkingAuckland CouncilParking11.001-Apr-192.0031-Mar-21Net0.00%1 x 157,2005,200.00E57,2005,200.00-
TOTALS
109,520.99100.00%3,975,0004173,960,428416(37,959)
Tenancy Schedule

COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES
"As Is" 35 Graham Street, Auckland Central, Auckland Valuation Date: 01 April 2019
(Initial) Passing Yield CalculationsMarket Yield Calculations
Office3,517,024Office3,486,002
Parking57,200Parking57,200
Other22,026Other22,026
Storage378,750Storage395,200
Current Passing Income3,975,000Market Income3,960,428
Add Recoverable Outgoings1,126,945Add Recoverable Outgoings1,126,945
Add Estimated Gross Rental Value on Vacant Space-Total Gross Market Income5,087,372
Potential Gross Income Fully Let5,101,945Less Outgoings$118.36/m²1,126,945
Net Market Income3,960,428
Less Vacancy Allowance0.00%-Less Vacancy Allowance0.00%-
Less Outgoings$118.36/m²1,126,945
Net Income3,975,000Net Income3,960,428
Capitalised at5.750%6.000%6.250%Capitalised at5.750%6.000%6.250%
Capitalised Value$69,130,435$66,250,000$63,600,000Capitalised Value$68,877,002$66,007,127$63,366,842
Capital Value AdjustmentsCapital Value Adjustments
Existing Vacant Tenancy AllowancesExisting Vacant Tenancy Allowances
Downtime---Downtime---
Downtime for Deferred Tenancy Commencement---Downtime for Deferred Tenancy Commencement---
Agents Leasing Fees---Agents Leasing Fees---
Incentives---Incentives---
Refurbishment Allowance---Refurbishment Allowance---
PV of Pending Vacancy Allowances (expiries within 36 months)PV of Pending Vacancy Allowances (expiries within 36 months)
Downtime(3,330,483)(3,330,483)(3,330,483)Downtime(3,330,483)(3,330,483)(3,330,483)
Agents Leasing Fees(483,063)(483,063)(483,063)Agents Leasing Fees(483,063)(483,063)(483,063)
Incentives---Incentives---
Refurbishment Allowance(4,236,486)(4,236,486)(4,236,486)Refurbishment Allowance(4,236,486)(4,236,486)(4,236,486)
PV Outstanding Current Incentives ---PV Outstanding Current Incentives ---
PV Rental Shortfall / (Overage)(37,959)(37,959)(37,959)
General Capital Expenditure Allowance (24 months)(37,568)(37,568)(37,568)
Budgeted Capital Expenditure (24 months)---General Capital Expenditure Allowance (24 months)(37,568)(37,568)(37,568)
Budgeted Capital Expenditure (24 months)---
Other Adjustments---
Total Adjustments(8,087,600)(8,087,600)(8,087,600)Other Adjustments---
Total Adjustments(8,125,559)(8,125,559)(8,125,559)
Assessed Capital Value as at 01 April 2019$61,042,835$58,162,400$55,512,400Assessed Capital Value as at 01 April 2019$60,751,443$57,881,568$55,241,283
Value $/m²$6,411$6,109$5,831Value $/m²$6,381$6,079$5,802
Rounded Initial Capitalisation Value$58,250,000Rounded Market Capitalisation Value$58,000,000
Adopted Value as at 01 April 2019$58,000,000Adopted Value as at 01 April 2019$58,000,000
Capital Value AnalysisCapital Value Analysis
Actual Net Passing Income$3,975,000
Initial Yield 6.85%Equivalent Market Yield5.99%
Equivalent Initial Yield6.01%Rate per metre of NLA$6,092/m²
Rate per metre of NLA$6,092/m²
Capitalisation Approach

COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES
"As Is" 35 Graham Street, Auckland Central, Auckland
Growth Assumptions
Calendar YearCode20182019202020212022202320242025202620272028202910 Yr CAGR
Inflation (CPI)11.90%1.80%1.90%2.00%1.80%2.15%2.15%2.15%2.15%2.15%2.15%2.15%2.05%
Office (Net Effective)53.50%3.50%2.50%2.50%2.75%3.00%3.00%2.75%2.75%2.75%2.75%2.87%
Car Parking100.00%3.50%3.50%2.50%2.50%2.75%3.00%3.00%2.75%2.75%2.75%2.75%2.87%
Statutories111.90%1.80%1.90%2.00%1.80%2.15%2.15%2.15%2.15%2.15%2.15%2.15%2.05%
Operational121.90%1.80%1.90%2.00%1.80%2.15%2.15%2.15%2.15%2.15%2.15%2.15%2.05%
Capital expenditure130.00%1.80%1.90%2.00%1.80%2.15%2.15%2.15%2.15%2.15%2.15%2.15%2.05%
Discounted Cash Flow AssumptionsLease Renewal Assumptions
Valuation DateAgents Fees - New Tenant (Year 1 Gross Rent)16.0%
Commencement of Cash FlowAgents Fees - Renewal (Year 1 Gross Rent)5.0%
Term of Cash Flow10 years
Discount Rate8.000%Office (Whole Floors)
Terminal Yield6.250%Renewal Lease Term6.0 years
Terminal Yield Variance over Market Cap Rate+25.00 bpsLetting Up Period - Market12 months
Retention Probability (Letting Up, Leasing Fees)50%
Acquisition Costs0.00%Letting Up Period - Applied6 months
Disposal Costs0.00%Incentive Probability0%
Review Structure2 yearly rent reviews to market rent
Total Budgeted Capital Expenditure
Car Parking
Renewal Lease Term6.0 years
General Capital Expenditure Allowance applied from 1-Apr-2019$21.01/m²Letting Up Period - Market12 months
Retention Probability (Letting Up, Leasing Fees)50%
Letting Up Period - Applied6 months
Incentive Probability0%
Refurbishment Allowance on Initial Expiries$500.0/m²Review Structure2 yearly rent reviews to market rent
Refurbishment Allowance on Secondary Expiries$150.0/m²
Car Parking
Total Capital Expenditure (Real)$6,864,693Renewal Lease Term6.0 years
% of Adopted Value (Real)11.84%Letting Up Period - Market12 months
Total Capital Expenditure (Nominal)$7,313,458Retention Probability (Letting Up, Leasing Fees)50%
% of Adopted Value (Nominal)12.61%Letting Up Period - Applied6 months
Incentive Probability0%
Review Structure2 yearly rent reviews to market rent
Discounted Cash Flow Assumptions
1 April 2019
1 April 2019

$200,000 pa (Real)
$219,067 pa (Nominal)
$476,050 pa (Real)
$476,050 pa (Nominal)
1 Yr Summary$19,835 (Nominal)

COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES
"As Is" 35 Graham Street, Auckland Central, Auckland Valuation Date: 01 April 2019
Year 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10
Level/SuiteTenant01-Apr-1901-Apr-2001-Apr-2101-Apr-2201-Apr-2301-Apr-2401-Apr-2501-Apr-2601-Apr-2701-Apr-28
Lower Ground BasementAuckland Council378,750378,750104,074416,296420,478433,025437,730451,845338,884357,393
GroundAuckland Council1,621,1761,627,194433,0711,738,1481,764,1151,826,1521,856,6331,929,4201,453,8251,541,338
Ground MezzanineAuckland Council15,76715,8254,21216,90417,15717,76018,05718,76514,13914,990
Level 1Auckland Council1,628,0811,634,063434,9961,745,8121,771,8661,834,2591,864,8451,938,0641,460,2681,548,320
Level 1 BalconiesAuckland Council9,7029,7022,55510,22010,32310,63110,74611,0938,3198,774
Level 2Auckland Council1,382,7231,387,701369,5721,483,1401,505,2281,558,3681,584,3061,646,6901,240,6101,315,668
Level 2 BalconiesAuckland Council12,32412,3243,24512,98213,11213,50413,65014,09010,56811,145
ParkingAuckland Council57,20057,20015,55462,21863,05265,55466,54869,53252,14955,808
Total Passing Income5,105,7235,122,7591,367,2795,485,7205,565,3315,759,2525,852,5156,079,4984,578,7624,853,438
Total Gross Passing Income5,105,7235,122,7591,367,2795,485,7205,565,3315,759,2525,852,5156,079,4984,578,7624,853,438
Outgoings1,130,7231,147,7591,169,9531,192,2031,215,7401,241,4411,268,1321,295,3971,323,2481,351,698
Vacancy Allowance----------
-----------
Net Income before Capital Expenditure3,975,0003,975,000197,3264,293,5184,349,5914,517,8114,584,3834,784,1013,255,5143,501,740
Capital Expenditure19,83520,19820,58920,98721,38921,84922,31922,79962,960460,168
Refurbishment Allowance--4,941,493-----1,676,848-
Agents Fees--614,176------730,403
Incentives----------
Ground Rent----------
Other Adjustments----------
Net Income after Capital Expenditure3,955,1653,954,802(5,378,932)4,272,5314,328,2024,495,9624,562,0654,761,3031,515,7072,311,169
Annual Summary by Tenant - Rental Summary

COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES
"As Is" 35 Graham Street, Auckland Central, Auckland
Terminal RentShortfall/Next ReviewNumber PV (within 12mths)
Level/SuiteTenantNLAMarketPassingOverageor Expiryof MonthsReversions
Lower Ground BasementAuckland Council2,525.00484,188476,5247,66330-Jun-3463.0-
GroundAuckland Council3,363.301,607,4801,575,10432,37630-Jun-3463.0-
Ground MezzanineAuckland Council32.7115,63415,31931530-Jun-3463.0-
Level 1Auckland Council3,342.951,619,9441,587,31732,62730-Jun-3463.0-
Level 1 BalconiesAuckland Council48.5111,88711,69818830-Jun-3463.0-
Level 2Auckland Council2,782.031,385,0661,357,16927,89630-Jun-3463.0-
Level 2 BalconiesAuckland Council61.6215,09914,86023930-Jun-3463.0-
ParkingAuckland Council11.0075,94074,4111,53030-Jun-3463.0-
Total9,520.995,215,2385,112,403-
Terminal Value Calculations - Market Approach
Office4,628,124
Parking75,940
Other26,986
Storage484,188
Market Income5,215,238
Add Recoverable Outgoings1,358,848
Total Gross Market Income6,574,085
Less Outgoings$142.72/m²1,358,848
Net Market Income5,215,238
Vacancy Allowance0.00%-
Net Income5,215,238
Capitalised at6.25%
Capitalised Value83,443,801
Terminal Value Adjustments
Existing Vacant Tenancy Allowances
Downtime-
Agents Leasing Fees-
Incentives-
Refurbishment Allowance-
Pending Vacancy Allowances (expiries within 12 months)
Downtime-
Agents Leasing Fees-
Incentives-
Refurbishment Allowance-
NPV Outstanding Current Incentives -
PV Rental (Shortfall) / Overage-
General Capital Expenditure Allowance (24 months)46,027
Budgeted Capital Expenditure (24 months)-
Other Adjustments-
Total Adjustments46,027
Assessed Terminal Value as at 01 April 202983,397,774
Value $/m²8,759
Terminal Value Analysis
Terminal Initial Yield6.13%
Equivalent Market Yield With Vacancy Factor6.25%
Equivalent Market Yield Without Vacancy Factor6.25%
Rate per metre of NLA$8,759/m²
Terminal Value Calculations

COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES
"As Is" 35 Graham Street, Auckland Central, Auckland
Year 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10
For Year Commencing01-Apr-1901-Apr-2001-Apr-2101-Apr-2201-Apr-2301-Apr-2401-Apr-2501-Apr-2601-Apr-2701-Apr-28
Office3,517,0243,517,024947,9513,791,8023,842,6263,995,0994,055,7094,237,5423,178,1563,401,182
Parking57,20057,20015,55462,21863,05265,55466,54869,53252,14955,808
Other22,02622,0265,80023,20223,43524,13424,39625,18318,88719,919
Storage378,750378,750104,074416,296420,478433,025437,730451,845338,884357,393
Outgoings Recoveries1,130,7231,147,759293,8991,192,2031,215,7401,241,4411,268,1321,295,397990,6861,019,136
-----------
-----------
Total Income5,105,7235,122,7591,367,2795,485,7205,565,3315,759,2525,852,5156,079,4984,578,7624,853,438
Outgoings1,130,7231,147,7591,169,9531,192,2031,215,7401,241,4411,268,1321,295,3971,323,2481,351,698
Vacancy Allowance----------
-----------
Net Income Before Capital Expenditure3,975,0003,975,000197,3264,293,5184,349,5914,517,8114,584,3834,784,1013,255,5143,501,740
Capital Expenditure (Budgeted & General)19,83520,19820,58920,98721,38921,84922,31922,79962,960460,168
Refurbishment Allowance--4,941,493-----1,676,848-
Agents Fees--614,176------730,403
Incentives----------
----------
Other Adjustments----------
Net Income After Capital Expenditure3,955,1653,954,802(5,378,932)4,272,5314,328,2024,495,9624,562,0654,761,3031,515,7072,311,169
Terminal Value83,397,774
Disposal Costs-
Net Cash Flow3,955,1653,954,802(5,378,932)4,272,5314,328,2024,495,9624,562,0654,761,3031,515,70785,708,943
Adopted Value @ 8.000%58,000,000$
Acquisition Costs-$
Adopted Value before Acquisition Costs58,000,000$
Running Yield - Before Capex & Adjustments6.85%6.85%0.34%7.40%7.50%7.79%7.90%8.25%5.61%6.04%
Running Yield - After Capex & Adjustments6.82%6.82%-9.27%7.37%7.46%7.75%7.87%8.21%2.61%3.98%
Running Yield - Before Capex & incl. Adjustments6.85%6.85%-0.72%7.40%7.50%7.79%7.90%8.25%5.61%4.78%
Running Yield - After Capex, Adjustments & incl. Acquisition Costs6.82%6.82%-9.27%7.37%7.46%7.75%7.87%8.21%2.61%3.98%
Note: This running yield analysis is based upon the projected net income and includes potential downtime and associated re-letting costs, as per our specific assumptions.
Cash Flow Summary

6.85%
6.85%
0.34%
7.40%
7.50%
7.79%
7.90%
8.25%
5.61%
6.04%
6.82%6.82%
-9.27%
7.37%
7.46%
7.75%
7.87%
8.21%
2.61%
3.98%
-12.00%
-10.00%
-8.00%
-6.00%
-4.00%
-2.00%
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
Year 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10
Projected Running Yield Analysis
Running Yield - Before Capex & Adjustments Running Yield - After Capex & Adjustments

COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES
"As Is" 35 Graham Street, Auckland Central, Auckland
Present Value of Cash Flows$58,043,395
Discount Rate8.000%
Terminal Value$83,397,774
Less Disposal Costs-
Net Terminal Value$83,397,774
Discounted Terminal Value$38,604,87866.51%
Discounted Cash Flow$19,438,51733.49%
Sum of Discounted Cash Flows$58,043,395
Less Acquisition Costs-
Present Value$58,043,395
Rounded Present Value$58,000,000
Rate $/m²$6,092
Rate of Increase in Capital Value3.70%
IRR (incl. Capex)8.01%
IRR (excl. Capex)9.26%
3 Year IRR (incl. Capex)8.76%
5 Year IRR (incl. Capex)8.65%
7 Year IRR (incl. Capex)8.67%
Net Present Value Matrix
Discount Rate
IRR Matrix
Adopted Value
63,945,0007.11%6.75%6.41%
7.38%7.04%60,900,0007.73%
58,000,0008.37%8.01%7.67%
9.03%
55,100,0009.04%8.68%8.34%
52,345,0009.72%9.37%
8.250%
8.500%
8.000%
55,873,355
58,043,395

6.500%
7.500%
7.750%
Terminal Yield
58,763,201
57,647,329
6.250%
60,319,446
59,167,812
6.000%
62,005,377
60,815,002
DCF Summary
6.000%6.250%6.500%
56,557,773
58,518,085
57,410,073
56,945,476
54,454,846
59,652,820
55,493,837
Terminal Yield

Notes
Model Referencev245
"As Is" 35 Graham Street, Auckland Central, Auckland
Discounted Cash Flow Analysis for Market and Non-Market Based Valuations
Internal Analysis
Purpose of the Report
Valuation prepared in accordance with the
International Valuation Standards, Seventh Edition, Guidance Note No. 9
Calculated using the market capitalisation approach
Rest Periods
Term of the cash flow (years)
Monthly, assumed cash received in arrears
10 Years
Type of Property
Investment Style
Included in the Discounted Cash Flow
Method of Arriving at the Discount Rate
Purchase and Sale Costs
Analysisofcomparablesales,discussionswithindustryparticipants,considerationofthe
long term bond rate plus adjustment factors.
35 Graham Street_As Is DCF_1 April 19 FINAL.xlsm
None
Calculations prepared on a pre-debt basis.
Some definitions
Themeasureofthedifferencebetweenthediscountedrevenues,orinflows,andthecosts,oroutflows,inaDCFanalysis.Ina
valuation that is done to arrive at Market Value, where discounted inflows and outflows and the discount rate are market derived.
Terminal Value
Thediscountratethatequatesthepresentvalueofthenetcashflowsofaprojectwiththepresentvalueofthecapitalinvestment.It
istherateatwhichtheNetPresentValue(NPV)equalszero.TheIRRreflectsthetotalreturnoveraninvestmenthorizonhaving
regard to the assumed inherent growth and cost assumptions.
*Costsarebaseduponthenormalmarkettermsofeachpartypayingtheirown
purchase/sale costs
*Wehavetakentherentalvalueinthe121month,capitalisedthisanddeductedor
added the value of the shortfalls or overages.
Quoted in annual terms.
Returns
All cash flows are calculated before financing costs and tax.
Financing Costs and Taxation
Commencement Date
Apr-19
Theassessednetmarketincomedividedbythesumofthesalepriceortheadoptedvalueplusanycapitaladjustmentstothecore
value such as letting up allowances, capital expenditure and present value of reversions (to obtain this net market income).
Themethodinvolvesthediscountingofthenetcashflowonamonthlybasisovertheassumedcashflowperiodatanappropriate
ratetoreflectrisktoderiveamarketvalue.Thenetcashflowcomprisesthecashinflowslessthecashoutflowsoverthecashflow
period, with the addition of the terminal value in the final cash flow period.
Inflows and Outflows
Discounted Cash Flow
Initial yield
AllcalculationsarepreparedonanetofIncomeTaxandothergeneraltaxes,including
GST,basisbutafterthedeductionofdirectpropertytaxesincludingRatesetc.,if
applicable unless specifically stated as below.
Colliers International Valuation & Advisory Services
Tax
The inflow comprises estimated revenue and the outflows the estimated costs.
© Colliers International Consultancy and Valuation Pty Limited
Specific Exceptions
Debt
Cash Flow Developer
Thefuturevaluesquotedforproperty,rentsandcostsareprojectionsonlyformedonthebasisofinformationcurrentlyavailabletousandarenotrepresentationsofwhatthe
value of the property will be as at a future date. This information includes the current expectations as to property values and income that may not prove to be accurate.
Arateofreturnusedtoconvertamonetarysum,payableorreceivableinthefuture,intopresentvalue.Theoreticallyitshouldreflect
theopportunitycostofcapital,i.e.,therateofreturnthecapitalcanearnifputtootheruseshavingsimilarrisk.(Determinedwith
reference to 10-year bond and risk margin - Also referred to as the required rate of return).
Internal Rate of Return
The initial net income at the date of transaction or valuation expressed as a percentage of the sale price or valuation.
Discount rate
Net Present Value
Thecapitalisationrateusedtoconvertincomeintoanindicationoftheanticipatedvalueofthepropertyattheendoftheholding
period or property resale value.
Market yield
Terminal yield

---

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PROXY FORM/ADMISSION CARD FOR ASSET PLUS LIMITED’S SPECIAL SHAREHOLDER MEETING
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write the full name of that Director or the full name of such other person (as applicable) in the space allocated on the reverse of this form. If you do not
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Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of the item of business (Resolution 1 on
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Where the holding is in one name, the shareholder must sign the Proxy Form.

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At least one joint shareholder should sign this Voting/ Proxy Form (on behalf of all joint shareholders). In the case of joint shareholders, if the
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PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF_ _____________________________________
I/We being a shareholder/s of Asset Plus Limited hereby appoint:
The Chairman of the Meeting (tick)

Or ________________________________________ (name) of ____________________________________________________________ (address)
As my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the Special Meeting of Asset
Plus Limited to be held on Wednesday 5 June 2019, at 2:00pm at [.] and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS_________________________________
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ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

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For Against Abstain Discretion
1.
That the purchase of the property located at 35 Graham Street, Auckland Central for
$58,000,000 plus GST (if any) by Asset Plus Investments Limited, a wholly-owned
subsidiary of Asset Plus Limited, from Auckland Council (as described in further detail in
the Explanatory Notes within the Notice of Special Meeting dated 29 May 2019), be
approved.

   




And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
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