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To be held at 10:00am (Sydney time) on Thursday, 7 July 2011 at Sofitel Wentworth Hotel, 61-101 Phillip Street, Sydney NSW 2000

The ING Management Limited Independent Directors unanimously recommend that Unitholders vote in favour of the resolutions.

This is an important document and requires your immediate attention. You should read this document in its entirety before deciding whether to vote in favour of the resolutions to approve the Proposal and, if necessary, consult your investment, tax, legal or other professional adviser. You may call the Unitholder information line on 1300 851 394 (within Australia) or +61 2 8280 7912 (outside Australia) if you have any questions.

IOFInvesta Office Fund (formerly ING Office Fund)comprisingArmstrong Jones Office Fund (ARSN 090 242 229)andPrime Credit Property Trust (ARSN 089 849 196)

Notice of Unitholders’ Meeting and Explanatory Memorandum

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INVESTA OFFICE FUND UNITHOLDER MEETING

01

ContentsChairman’s letter 02

Notice of Unitholder Meeting 04

Business of the meeting 05

Explanatory Memorandum 07

Summary 07

Resolutions 1 and 2 07

Resolutions 3 and 4 14

Frequently asked questions 19

Glossary 20

FURThER INFORMATION investa.com.au/IOF

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02Chairman’s letter

14 June 2011

Dear Unitholder,

Investa Office Fund (ASX: IOF) – Notice of Unitholders’ Meeting

On behalf of the Board of Directors, I invite you to attend a Unitholders’ Meeting of Investa Office Fund (the Fund) (formerly ING Office Fund) comprising the stapled entities Armstrong Jones Office Fund (AJO) and Prime Credit Property Trust (PCP).

The Meeting will be held at 10:00am (Sydney time) on Thursday 7 July at Sofitel Wentworth Hotel, 61-101 Phillip Street, Sydney NSW. At the meeting there will be resolutions for your consideration relating to the following matters:

> The replacement of ING Management Limited (IML) as responsible entity of IOF with Investa Listed Funds Management Limited (Investa RE); and

> Incorporate management fee changes associated with the change in responsible entity

(together the Proposal).

Four resolutions are required as the Fund is a stapled entity between AJO and PCP. Details of the resolutions are provided in the Notice of Meeting and Explanatory Memorandum accompanying this letter.

The IML Independent Directors unanimously recommend that you vote in favour of the Proposal.

Background to the Proposal

In June 2010, ING Group (ING) announced that it was conducting an evaluation of its global Real Estate Investment Management (REIM) platform, and its position within the broader ING banking business. The Australian real estate investment management operation, ING Real Estate Investment Management Australia (REIMA), was included in the review. In February 2011, ING announced that as a result of the evaluation it would undertake a phased withdrawal from the REIMA business in a timely and controlled manner.

In parallel with the ING global review, REIMA and IML independently explored various options for IOF. As part of this evaluation the IML Board established an Independent Board Committee (IBC) and put in place strict governance protocols to ensure that any potential conflict of interest between ING and IOF was appropriately and transparently managed. The IBC comprises only directors who are independent of ING and Investa Property Group (Investa) and is supported by an independent financial adviser and legal counsel.

In negotiating the Proposal, the IBC considered the impact of ING’s phased withdrawal from its Australian real estate investment management activities on IOF. The IBC determined that in the absence of a cash or scrip based offer for the units of IOF on acceptable terms, the Proposal removes the uncertainty surrounding ING’s phased withdrawal by replacing it with an entity owned by Investa, one of Australia’s largest and most experienced office fund managers, which is also willing to provide improved alignment with Unitholders.

ING MANAGEMENT LIMITEDAFSL LICENCE NO. 23753

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03

The Proposal

On 28 March 2011, it was announced that ING had agreed to transfer the management of IOF to Investa and that IML had entered into a transitional management agreement with Investa RE under which Investa RE was to assume the day to day management of IOF subject to the general oversight and supervision of the IML Board. As part of these arrangements, a number of key IOF staff previously employed by ING REIMA have joined Investa, including Tino Tanfara the IOF Fund Manager.

It was intended that the transitional management arrangement continue until all appropriate change of control consents or waivers were received before proceeding to a Unitholder vote to change the responsible entity to Investa RE. These change of control consents have been obtained from all relevant counterparties, including financiers and joint venture partners without any adverse financial consequences for IOF. In the case of financiers, consents are subject to finalisation of documentation which both IML and Investa excepts will occur in advance of the meeting.

Additionally, it is proposed to restructure the responsible entity fee from a percentage of assets under management to a percentage of market capitalisation with effect from 1 July 2012 to better align the interests of management with those of Unitholders. The new fee structure creates a potential incentive for the responsible entity to increase the value of Unitholders’ investment and removes the incentive to accumulate assets through the use of debt.

The IBC believes that the Proposal secures the best outcome available for the future of the Fund.

YOUR VOTE IS IMPORTANT

In order for the complete Proposal to proceed, IOF Unitholders must pass all four resolutions proposed at the Unitholders’ Meeting.

This Notice of Meeting and Explanatory Memorandum contains important information in relation to the Proposal, including the reasons for the IML Independent Directors’ recommendation and a discussion of the benefits and considerations of the resolutions.

Please read this document carefully in its entirety before making your decision and voting (whether in person, by corporate representative or by proxy) at the Unitholders’ Meeting.

The results of the meeting will be announced to the Australian Securities Exchange on the day of the meeting.

If you have any queries about the meeting, please call Link Market Services Limited on 1300 851 394 or if you have any queries regarding the Fund please call Investor Relations on 1300 130 231.

As announced to the Australian Securities Exchange on 1 June 2011, I will retire as Chairman of IML effective 30 June 2011 and therefore the meeting will be convened by the new Chairman Mr Michael Coleman.

We look forward to your attendance on Thursday 7 July 2011.

Yours sincerely,

Kevin McCann AM Independent Chairman ING Management Limited

Level 6, 345 George Street, Sydney, Australia Investa Office Fund (formerly ING Office Fund)Armstrong Jones Office Fund ARSN 090 242 229

Prime Credit Property Trust ARSN 089 849 196

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SOFITELWENTWORTHHOTEL

Notice of Unitholder Meeting

Investa Office Fund (formerly ING Office Fund)comprisingArmstrong Jones Office Fund (ARSN 090 242 229)andPrime Credit Property Trust (ARSN 089 849 196)

ING Management Limited (ABN 15 006 065 032) (IML) as Responsible Entity of Armstrong Jones Office Fund (ARSN 090 242 229) (AJO) and Prime Credit Property Trust (ARSN 089 849 196) (PCP) hereby gives notice that a meeting of the Unitholders of AJO and PCP will be held as follows:

TIME 10.00am

DATE Thursday 7 July 2011

PLACE Sofitel Wentworth Hotel Brisbane Room 61-101 Phillip Street Sydney NSW 2000

Key Dates

Date of ASX announcement regarding transfer of IOF management to Investa 28 March 2011

Date of this notice 14 June 2011

Last date and time to lodge Proxy Forms 10:00am, 5 July 2011

Register cut off time for eligibility to vote at the Meeting 5:00pm, 5 July 2011

Meeting to be held 10:00am, 7 July 2011

If the Proposal is approved by IOF Unitholders

Retirement of IML as responsible entity of IOF and appointment of Investa RE 7 July 2011 or such later date as FIRB approval is obtained

New RE Fee Structure (based on market capitalisation) will come into effect 1 July 2012

Note: Other than the date on which the New RE Fee Structure (based on market capitalisation) will come into effect, future dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates refer to AEST. Any changes to the timetable will be notified to ASX and posted on IOF’s website at www.investa.com.au/IOF.

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05

Resolution 1:Retirement of responsible entity and appointment of new responsible entity of AJO

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“Subject to Resolution 2 only being passed, that ING Management Limited retire as Responsible Entity of the Armstrong Jones Office Fund, and that Investa Listed Funds Management Limited (ABN 37 149 175 655) (ILFML) be appointed as Responsible Entity in its place with effect on the day this resolution is passed or (if later) the day on which approval of the Foreign Investment Review Board for the appointment of ILFML as Responsible Entity is obtained or deemed to have been obtained.”

Resolution 2:Retirement of responsible entity and appointment of new responsible entity of PCP

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“Subject to Resolution 1 only being passed, that ING Management Limited retire as Responsible Entity of the Prime Credit Property Trust, and that Investa Listed Funds Management Limited (ABN 37 149 175 655) (ILFML) be appointed as Responsible Entity in its place with effect on the day this resolution is passed or (if later) the day on which approval of the Foreign Investment Review Board for the appointment of ILFML as Responsible Entity is obtained or deemed to have been obtained.”

Resolution 3:Amendment to AJO Constitution

To consider, and if thought fit, to pass the following resolution as a special resolution:

“Subject to Resolutions 1 and 2 becoming effective and Resolution 4 being passed, that the constitution of the Armstrong Jones Office Fund be amended in the manner set out in the Explanatory Memorandum accompanying the Notice of Meeting of Unitholders of the Armstrong Jones Office Fund dated 14 June 2011.”

Resolution 4:Amendment to PCP Constitution

To consider, and if thought fit, to pass the following resolution as a special resolution:

“Subject to Resolutions 1 and 2 becoming effective and Resolution 3 being passed, that the constitution of the Prime Credit Property Trust is amended in the manner set out in the Explanatory Memorandum accompanying the Notice of Meeting of Unitholders of the Prime Credit Property Trust dated 14 June 2011.”

The business of the meeting will consist of the following:

Business of the meeting

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06Business of the meeting continued

Entitlement to vote: Unitholders registered as holders of units in Investa Office Fund as at 5:00pm (Sydney time) on 5 July 2011 will be entitled to attend and vote at the Meeting. Accordingly, the transfers of units registered after that time will be disregarded in determining entitlements to attend and vote at the Unitholder Meeting.

Majority required: Resolutions 1 and 2 are ordinary resolutions and will be passed if at least 50% of the votes cast by Unitholders entitled to vote on the resolution are cast in favour of the resolution.

Resolutions 3 and 4 are special resolutions and will be passed if at least 75% of the votes cast by Unitholders entitled to vote on the resolution are cast in favour of the resolution.

Investa Listed Funds Management Limited, which holds 2.5% of the units in Investa Office Fund, will not vote on Resolutions 3 and 4.

Effective Date: If passed, Resolutions 1 and 2 will become effective on the day of the meeting or, (if later) the day on which approval of the Foreign Investment Review Board (FIRB) for the appointment of Investa Listed Funds Management Limited (ILFML) as Responsible Entity is obtained or deemed to have been obtained and when ASIC alters its record to name ILFML as Responsible Entity.

Investa expects that the change of responsible entity will be effective on 7 July 2011.

Proxies: 1. Each Unitholder of IOF has a right to appoint a proxy, and you may appoint the Chairman of the meeting as your proxy. A proxy need not be a Unitholder.

2. If a Unitholder appoints two proxies, the Unitholder may specify the proportion or number of votes of each proxy holder is entitled to exercise. Where two proxies are appointed and the appointment does not specify the proportion or number of the Unitholder’s votes, each proxy may exercise half of the votes.

3. The Proxy Form, which accompanies this Notice of Meeting, includes instructions on how to vote and appoint a proxy.

4. The Chairman intends to vote all undirected proxies in favour of a resolution.

To ensure that all Unitholders can exercise their right to vote on the resolutions, a Proxy Form is enclosed together with a reply paid envelope. Proxy Forms should be completed and returned by no later than 10:00am (Sydney time) on Tuesday 5 July 2011, that is 48 hours before the meeting. The Proxy Form can be lodged using the reply paid envelope or;

> Online at www.investorcentre.linkmarketservices.com.au in accordance with the Proxy Form;

> By mailing or faxing to:Investa Office Fund C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Fax: +61 2 9287 0309

Power of Attorney: To sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to your Proxy Form when you return it.

Companies: Where the company has a sole Director who is also the sole Company Secretary, the Proxy Form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise the Proxy Form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives: If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission to the meeting. A form of the certificate may be obtained from IOF’s registry.

By order of the board of ING Management Limited as responsible entity of Investa Office Fund.

Company Secretary

14 June 2011

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07Explanatory Memorandum

1 SummaryThis proposal seeks to replace ING Management Limited (IML) as responsible entity (RE) of IOF with Investa RE and restructure the way in which management fees are calculated associated with the change in responsible entity (the Proposal).

There are four resolutions that Unitholders are required to vote on:

> The first two resolutions seek to change the responsible entity of IOF from IML to Investa RE for both AJO and PCP (Resolutions 1 and 2); and

> The second two resolutions change the way in which fees are payable by AJO and PCP to the responsible entity (Resolutions 3 and 4).

For the complete proposal to proceed, all four resolutions must be approved.

Resolution 1 and 2 can be passed without Unitholders approving Resolutions 3 and 4. However, Resolutions 3 and 4 can only be passed if Resolutions 1 and 2 are also approved by Unitholders.

2 Resolutions 1 and 2 – Retirement of Responsible Entity and appointment of a new Responsible Entity

2.1 Background

In June 2010, ING Group (ING) announced that it was conducting an evaluation of its global Real Estate Investment Management (REIM) platform, and its position within the broader ING banking business. The Australian real estate investment management operation, ING Real Estate Investment Management Australia (REIMA), was included in the review.

On 15 February 2011, ING, the ultimate owner of IML, the responsible entity of ING Office Fund (IOF), announced a strategic decision to exit the real estate funds management business globally. To this end, ING announced that it had reached agreement to sell its global REIM business in Europe, Asia and America in two separate transactions.

With regards to REIMA, ING announced on 15 February 2011, that consistent with its earlier decision regarding the sale of the global platform, it would undertake a phased withdrawal from its Australian real estate investment management activities in a timely and controlled manner.

In parallel with the ING global review, REIMA and IML independently explored various options for IOF. The IML Board established an Independent Board Committee (IBC) and put in place strict governance protocols to ensure that any potential conflict of interest between ING and IOF was appropriately and transparently managed. The IBC comprises only directors who are independent of ING and Investa Property Group (Investa) and is supported by independent financial advisers and legal counsel.

The IBC and ING concluded that the best way for ING to exit its Australian real estate investment management activities and secure the best available outcome for Unitholders in relation to IOF, was for Investa to assume the management of IOF and for an Investa group company to ultimately become the responsible entity of that Fund. Investa RE is wholly-owned by Investa.

This Explanatory Memorandum is intended to provide Unitholders with information about the proposed resolutions contained in the Notice of Meeting.

You are encouraged to read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Please refer to the Glossary for the meaning of any defined terms in this Explanatory Memorandum.

The information in Sections 2.5(c), 2.5(d), 2.5(e), 2.5(f), 2.9 and the information in Section 3 concerning the expected effects of the New RE Fee Structure of this Explanatory Memorandum has been prepared by Investa Listed Funds Management Limited (ABN 37 149 175 655) (Investa RE).To the maximum extent permitted by law, ING, IML and their respective employees, officers, agents, associates and directors assume no responsibility for the accuracy or completeness of this information.

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08Explanatory Memorandum continued

On 28 March 2011, it was announced that Investa RE had entered into a management agreement under which Investa was to assume the day-to-day management of IOF subject to the continued supervision of the IML Board. As part of these arrangements, a number of key IOF staff previously employed by ING REIMA joined Investa, including Tino Tanfara, the IOF Fund Manager.

In addition, as part of these arrangements (and independently of IML) Investa agreed to pay to ING an implementation payment. This payment was not at a cost to Unitholders.

It was intended that the transitional management arrangement would continue until all appropriate consents or waivers were received with regards to a change of control of IOF, which would allow Investa RE to become the responsible entity of IOF without material negative financial consequences to IOF.

All appropriate consents and waivers required for Investa RE to become the responsible entity of IOF have now been obtained. In the case of financing facilities, the consents are subject to finalisation of documentation which both IML and Investa expect will occur in advance of the meeting.

2.2 Reasons for IML retirement as RE

IML wishes to retire as responsible entity of IOF as its ultimate shareholder, ING, has announced that it wishes to withdraw from the real estate investment management business in Australia. IML believes the appointment of Investa RE as responsible entity is in the best interests of IOF Unitholders.

It is proposed that Investa RE take the place of IML as the responsible entity of AJO and PCP. Investa RE has consented to its appointment.

2.3 IOF Assessment of Options

ING and IML have explored various options for IOF, these options have included:

(a) A merger of IOF with other Funds

Scrip based proposals with other funds were analysed. None of these were considered attractive for Unitholders from both a financial and/or strategic perspective.

(b) Restructure and internalising the management of IOF

The internalisation of management would require the Fund to support the cost base of all activities undertaken by IOF including employing all staff and paying all outgoings. The IBC determined an internalisation of the management of IOF would not create additional value for Unitholders over and above that created by the Proposal.

(c) Offers for units in the Fund

No cash offers or compelling scrip offer proposals to acquire the units in IOF were received.

(d) Change of Responsible Entity

The IBC has held discussions with Investa in relation to the proposed appointment of Investa RE as responsible entity of the Fund. The IBC has determined that, in the absence of an attractive merger or takeover proposal, a change of RE to a fund manager with a track record in real estate funds management, specialising in office property, who was also willing to provide an innovative fee and governance structure for Unitholders, to be in the best interests of Unitholders.

(e) Asset disposal

A disposal of all of IOF’s assets over time was not considered attractive due to the significant time this option may take and the exposure to market pricing risk at a time when it would be a known seller of assets.

2.4 Directors Recommendation

The IML Directors who are independent of ING and Investa are Kevin McCann, Philip Clark, Michael Easson and Paul Scully (“Independent Directors”). Kevin McCann and Paul Scully will retire on 30 June 2011. Scott MacDonald and Hein Brand (appointed as directors of IML on 4 April 2011 and 1 June 2011 respectively) are not considered to be Independent Directors of IML and accordingly make no recommendation on the Proposal.

Based on IML’s detailed consideration and assessment of the Proposal, and taking into account the advantages and disadvantages described in this Explanatory Memorandum, the Independent Directors unanimously recommend that you vote in favour of Resolutions 1 and 2.

Mr Paul Scully, the only director with an IOF unitholding, holds 42,214 units in IOF and intends to vote his units in favour of the resolutions. As noted, Paul Scully will retire on 30 June 2011.

Sections 2.5 and 2.6 set out why Unitholders might vote in favour of the Proposal or vote against the Proposal.

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2.5 Reasons to vote in favour of Resolutions 1 and 2

Some factors that you may want to take into account when considering whether to vote in favour of the resolutions are listed below.

(a) Investa RE is considered an appropriate party to be appointed as RE of IOF

Investa is a market leading provider of commercial office management services. It is an experienced and respected operator of an Australian commercial office funds management platform. More information about Investa and its experience is set out in Section 2.9.

IML considers Investa RE a suitable party to replace IML as responsible entity of IOF.

(b) Restructure of Responsible Entity fee

From July 2012, Unitholders would receive the potential benefits of a new fee structure based on the market capitalisation of IOF if Resolutions 3 and 4 are passed by Unitholders at the Meeting. The new fee arrangements are discussed in more detail at Section 3.1.

(c) Unitholder input into Investa RE Board composition

Investa Properties Pty Ltd as the sole shareholder of Investa RE has executed a Deed Poll under which, in the event that Investa RE is appointed as responsible entity, it will commit to:

1. Maintain an Investa RE Board with a majority of independent directors including an independent Chairman;

2. Provide Unitholders with the opportunity to ratify the appointment of independent directors commencing with the 2012 annual meeting of Unitholders; and

3. Ensure that each independent director has a term which will not extend beyond the conclusion of the general meeting held in the third year following the year of appointment (or in the case of one of the present independent directors, beyond the conclusion of the general meeting to be held in 2014) unless further 3-year terms are approved by an ordinary resolution of Unitholders.

To avoid all independent directors retiring at the same time, Investa Property Group Holdings Pty Ltd will ensure that one of the three newly appointed independent directors of Investa RE retires at the conclusion of the annual meeting to be held in 2012, 2013 and the last in 2014.

This is a best practice governance initiative for externally managed listed entities and is designed to give to Unitholders of an externally managed fund an ability to determine the composition of the independent directors on the board of the responsible entity.

(d) Committed to provide IOF with a path to internalisation

IML considers that it may be in Unitholders’ interests to internalise the management of IOF once it reaches sufficient scale to bear the additional operating costs that would be expected.

As such, IML and Investa have entered into a non-binding memorandum of understanding (MOU) which contemplates that Investa will grant IOF a call option over 50% of the Investa Office Management platform (IOM) subject to Investa RE becoming the responsible entity. The IOM includes Investa RE. The MOU contemplates that the option may be exercised within 12 months of the date on which IOF’s total Australian commercial assets are valued at $3.5 billion. The exercise price will be the fair market value of IOM, as supported by an independent valuation. Whether or not the option has been exercised, IOF would be granted a pre-emptive right to acquire IOM, should Investa elect to sell all or its remaining interest in the platform.

Investa and IML must use their best endeavours to enter into a binding agreement to give effect to the MOU as soon as practical. If Investa RE is appointed responsible entity, it will continue the negotiations begun by IML in connection with the IOM option described in the MOU.

(e) Continuity of Management

Investa has been the manager of IOF since 4 April 2011 and employs all key staff responsible for the day to day operation of IOF, including Tino Tanfara, the IOF Fund Manager. IOF will have a team dedicated to the Fund and overseen by the Investa RE Board, with compensation of key IOF staff based in part on IOF benchmarked performance.

(f) Financial effects arising from the change of RE to Investa RE

Change of control consents have been obtained from all relevant counterparties. Therefore, IML and Investa RE do not expect that IOF will face negative financial consequences as a result of any change of control rights that may be triggered by the appointment of Investa RE as responsible entity of IOF.

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(g) ING wishes to exit the Australian real estate investment management business

ING, the ultimate owner of IML, has expressed a desire to withdraw from the Australian real estate investment management business.

Investa is committed to the Australian real estate investment management business and intends to be a long term participant in the market and views the opportunity to become responsible entity of IOF as a key part of its future business strategy.

(h) No superior competing proposal has emerged

2.6 Reasons to vote against Resolutions 1 and 2

(a) Disagree with the conclusions of the Independent Directors

Unitholders may disagree with the conclusions of the Independent Directors that the Proposal secures the best outcome available for the future management of IOF.

(b) Consider IML better placed as the RE of IOF

Despite Investa’s scale, experience and track record in relation to the management of commercial office properties and funds management and ING’s stated intention to exit the Australian real estate investment management business, Unitholders may consider that IML is better placed to manage IOF. It is important to note that Investa has already assumed the day-to-day management of IOF and that it has a call option to acquire IML upon the satisfaction of certain pre-conditions and that key staff are now employed by Investa.

(c) Potential rights of third parties

As noted above, IML and Investa RE believe that no third party has any contractual rights which can be exercised as a consequence of the Proposal to the material detriment of IOF. However, it is conceivable that a third party may take a different view, as may a court or arbitrator if the resulting dispute is subject to determination by a third party. Voting against Resolutions 1 and 2 would avoid this uncertainty

Please note that if Resolutions 1 and 2 are not passed and do not become effective, Resolutions 3 and 4 cannot be passed and the Current RE Fee Structure will continue to apply.

2.7 Consequences if Resolutions 1 and 2 are passed

If Resolutions 1 and 2 are passed, Investa RE will become the responsible entity of IOF.

As a consequence of Investa RE becoming the responsible entity of the Fund, the rights, obligations and liabilities of IML in relation to IOF become the rights, obligations and liabilities of Investa RE as responsible entity of IOF.

2.8 Consequences if Resolutions 1 and 2 are not passed

If Resolutions 1 and 2 are not passed, IML will remain as responsible entity of IOF and Investa will continue to manage IOF under the supervision of IML. However:

> Investa will not provide a path to internalisation;

> The Current RE Fee Structure will continue to apply (see section 3.1 below); and

> Unitholders will continue to have no input into the composition of the independent director membership of the Board.

Even if Resolutions 1 and 2 are not passed, Investa has an option to acquire the shares in IML and, subject to certain preconditions being satisfied, Investa has advised that it is likely to acquire IML. This acquisition does not require Unitholder consent. F

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2.9 About Investa

(a) Investa synopsis

Investa is one of Australia’s largest owners and managers of quality real estate controlling assets worth AU$9.5 billion across the commercial, industrial and residential sectors. Investa’s integrated property platform incorporates property services, funds management, portfolio management, asset management, development and sustainability.

Investa has more than 240 employees and is headquartered in its flagship 126 Phillip Street development in Sydney with regional offices in Melbourne, Brisbane and Perth.

With a long history of managing institutional grade office buildings in core CBD markets, Investa’s office portfolio comprises more than 60 buildings valued at over A$8.2 billion. Investa’s development pipeline exceeds A$2.7 billion and includes more than 12,000 residential lots and over 500 hectares of industrial land. Funds under management in its listed and unlisted funds total more than A$4.4 billion, managed on behalf of over 27,000 investors.

Investa is a global leader in sustainability and is committed to responsible property investment and the ongoing pursuit of sustainable building management, ownership and development. Up until its delisting upon becoming a subsidiary of funds advised by Morgan Stanley Real Estate in late 2007, Investa was rated number one on the Dow Jones Sustainability World Index (DJSI World) in both the real estate sector and the financial services super-sector.

Through its integrated management approach Investa can demonstrate sustained improvements in building quality and subsequent investment returns of the properties within its portfolio, with analysis showing major improvements generally being made in the first three years under management. Investa’s office portfolio has a NABERS energy rating averaging 3.89 stars out of 5, which is above the market average of 2.5.

Investa’s intergrated management approach involves Investa providing property management services to the assets it owns or manages. IOF will enter into a property management agreement with an Investa group company for the provision of property management services for the majority of IOF’s Australian assets effective from 1 July 2011 on market terms.

(b) Investa’s intended strategy for IOF

Investa’s overarching strategy is to reposition IOF into Australia’s pre-eminent CBD Office Fund, and increase the appeal of IOF units to investors to close the gap between net tangible assets per unit and the IOF unit price.

These strategic initiatives, which are designed to maximise unitholder value over time include:

> Repositioning the portfolio to focus on high quality assets in core Australian CBD markets with superior growth prospects, creating greater certainty and improving risk adjusted returns;

> Utilising Investa’s integrated management platform and market-leading position to enhance portfolio returns;

> Subject to obtaining lender consent, activating a proposed unit buyback and refinancing IOF’s Australian syndicated debt facility on market competitive terms;

> Delivering enhanced returns through active leasing, pro-active management, and repositioning, upgrading and recycling assets through market cycles;

> Pursuing opportunities to grow profitably including redeveloping assets;

> Taking an industry leading position on environmental sustainability; and

> Continuing the phased exit of offshore assets and reinvest proceeds into quality Australian office properties.

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(c) About proposed new Board

Investa RE is a wholly owned subsidiary of Investa Property Group Holdings Pty Ltd, the Australian parent company of Investa.

Subject to Investa RE being appointed the new responsible entity, the Investa RE Board will be dedicated only to IOF with no responsibility for other investments or Funds. The Investa RE Board will comprise a majority of independent directors including an independent Chairman, with independent directors serving terms which will not extend beyond the conclusion of the annual meeting held in the third year following the year of appointment or in the case of one of the present independent directors, beyond the conclusion of the annual meeting to be held in 2014 (subject to further extensions by Unitholders).

The appointment of the present independent directors will not be ratified by Unitholders at the 2011 annual meeting. Instead at the conclusion of the annual meeting to be held in 2012, 2013 and the last in 2014, one of the newly appointed independent directors will retire at which point their reappointment will be subject to ratification by Unitholders.

The directors of Investa RE and their brief resumes are set out below:

Director ResumeDeborah Page AM Chairman and Independent Director

Deborah Page is an experienced company director with extensive Board and Audit Committee experience since 1997 across a range of industries including property, insurance and not-for-profit organisations. Current appointments include Service Stream Limited, The Colonial Mutual Life Assurance Society Limited, Commonwealth Insurance Limited, Macquarie Generation and Investa Funds Management Limited.

Peter Dodd Independent Director

Peter Dodd is an experienced non-executive director with extensive property industry experience. Peter was on the Board of Macquarie Goodman from 1995 to 2003 and later represented Macquarie Goodman on the Board of the Manager of the Ascendas Real Estate Investment Trust listed in Singapore. Peter was Chairman of both Delta Electricity and TransGrid and is currently on the Board of Ausgrid (formerly Energy Australia) and Collgar Windfarm. Peter is currently Deputy Vice-Chancellor and COO at Macquarie University where he has executive responsibility for the substantial property development strategy.

Peter Rowe Independent Director

Peter Rowe is an experienced investment funds management lawyer with broad experience covering regulatory change, strategic advice, acquisitions, mergers, restructures and fund raisings. Peter is able to bring to the Board insights across a range of activities arising from over 30 years’ experience.

Scott MacDonald Executive Director

Scott MacDonald has worked in the real estate industry for more than 30 years, serving as CEO or President of five operating companies (including President of a NYSE REIT). Scott has developed specialised expertise in corporate management and leadership, as well as formulating and executing corporate repositioning.

Ming LongExecutive Director

Ming Long is responsible for the financial strategy, treasury, debt and risk management, internal and external reporting and taxation. She also provides significant input to the strategic direction of Investa. Prior to this role, Ming held the position of Investa’s Group Financial Controller, joining the group in 2005. Prior to this she was at APN News & Media Limited as the Group Financial Controller. She has over 15 years experience in finance.

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(d) Investa senior management

Executive ResumeScott MacDonald Investa Chairman and Chief Executive Officer

As before

Ming LongInvesta Chief Financial Officer

As before

Campbell Hanan Group Executive, Head of Commercial Property Investments

Campbell Hanan is responsible for the strategic direction and leadership of Commercial Property Investments at Investa with over 17 years of experience in the property and funds management industry. Prior to joining Investa in 2003, Campbell worked at UBS Securities as a research sales trader specialising in Australian REITS, Colliers International and Savills specialising in major leasing projects in Sydney CBD.

Tino TanfaraIOF Fund Manager

Tino Tanfara is IOF’s Fund Manager with over 20 years’ experience in the property funds management and financial services industry. Tino has overall responsibility for the day to day management and performance of IOF, including formulating and implementing the strategic direction of the Fund and executing efficient investment, portfolio and capital management strategies to ensure returns to investors are maximised and the Fund’s mission and objectives are met.

Jonathan CallaghanGeneral Counsel

Jonathan Callaghan oversees the legal, compliance and corporate governance functions. Working closely with the various business units of Investa, Jonathan assists on most commercial transactions and is a standing member of the Due Diligence Committee. Prior to joining Investa in 2006, Jonathan was at Gilbert & Tobin where he specialised in the areas of corporate and funds management transactions.

Michael Cook Group Executive, Capital Transactions & Commercial Developments

Michael Cook is the Group Executive with responsibility for Investa’s capital transactions and commercial developments. Prior to joining Investa in 2003, Michael was based in Hong Kong working on the $5 billion International Finance Centre Project. Before that Michael worked at AMP and BT Funds Management.

David Stabback General Manager, Investment Portfolio

David Stabback is the General Manager responsible for Investa’s Portfolio and Asset Services. Prior to joining Investa, David held positions at Westpac Banking Corporation, Colliers International and Knight Frank and has 25 years of experience in the property industry. David is a licensed valuer and a licensed real estate agent.

Emily Lee-Waldao General Manager, Marketing & Investor Relations

Emily Lee-Waldao is responsible for the company’s overall marketing strategy, including branding, PR, communications, investor relations and sustainability positioning. Emily has over 14 years experience in the property industry and prior to joining Investa was Head of Sales and Marketing for Ashington. Prior to this Emily held senior marketing and sales management roles with Walker Corporation and Jones Lang LaSalle.

Craig Roussac General Manager, Sustainability, Safety & Environment

Craig Roussac is responsible for Investa’s sustainability, safety and environmental management platforms. In this role he also directs the Investa Sustainability Institute’s action research for sustainability in the built environment. Craig is a member of the steering group for the University of Sydney’s Low Energy High Rise project and sits on various task forces and advisory bodies.

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3 Resolution 3 and 4 – Amendments to AJO constitution and PCP constitution to reflect proposed new management fee

3.1 Nature of the Change

It is noted that Resolutions 3 and 4 can only be passed if Resolutions 1 and 2 are also approved by Unitholders and become effective.

Change to fee structure

The current responsible entity fee structure for IOF (Current RE Fee Structure) is calculated by reference to the IOF gross asset value as follows:

(a) 0.52% per annum of gross asset value up to $1.5 billion; plus

(b) 0.45% per annum of gross asset value over $1.5 billion.

IML does not charge a fee in respect of assets located outside of Australia where an offshore ING Group entity receives a fee as asset manager. The asset management fees payable by IOF in respect of offshore assets is 0.45% per annum of gross asset value of offshore asset (Offshore Asset Management Fee Structure).

Under the proposed new responsible entity, the fee structure (New RE Fee Structure) is as follows:

> From 4 April 2011 until 30 June 2012, the fees payable to Investa RE will be fixed at $8.6 million per annum (excluding GST).

> From 1 July 2012, Investa RE will receive a quarterly fee of 0.1375% (or 0.55% per annum) of IOF’s average market capitalisation over the previous quarter. To minimise the effect of major fluctuations in IOF’s market capitalisation and ensure relative consistency in the fees, the fee for a quarter cannot change by more or less than 2.5% from the previous quarter’s fee.

The Offshore Asset Management Fee Structure will continue to apply in conjunction with the New RE Fee Structure.

Pending its appointment as responsible entity of IOF, Investa RE as manager of IOF has agreed to fix its fee at $8.6 million a year for the period 4 April 2011 until 30 June 2012 (Interim Fee Structure). Any amount under the Current RE Fee Structure which is in excess of the Interim Fee Structure (Excess Fees) has been deferred. Should the resolutions be approved by Unitholders at the meeting and the New RE Fee Structure is implemented, Investa will waive any entitlement it has to receive any Excess Fees. Should the resolutions not be approved at the meeting, Investa will be entitled to receive the Excess Fees and the Current RE Fee Structure will operate going forward.

Addition of GST clause

In order to update the constitution following the implementation of the Goods and Services Tax, it is necessary to include a GST clause in each of the AJO and PCP constitutions.

3.2 Directors Recommendation

The IML Directors who are independent of ING and Investa are Kevin McCann, Philip Clark, Michael Easson and Paul Scully. Kevin McCann and Paul Scully will retire on 30 June 2011. Scott MacDonald and Hein Brand (appointed as directors of IML on 4 April 2011 and 1 June 2011 respectively) are not considered to be independent directors of IML and accordingly make no recommendation on the Proposal.

Based on IML’s detailed consideration and assessment of the Proposal and taking into account the advantages and disadvantages described in this Explanatory Memorandum, the Independent Directors unanimously recommend that you vote in favour of Resolutions 3 and 4.

Mr Paul Scully, the only director with an IOF unitholding, holds 42,214 units in IOF and intends to vote his units in favour of the resolutions. As noted, Paul Scully will retire on 30 June 2011.

Sections 3.3 and 3.4 set out why Unitholders might vote in favour of the Proposal or vote against the Proposal.

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3.3 Reasons to vote in favour of Resolutions 3 and 4

The New RE Fee Structure has the following benefits:

(a) Better alignment of interests

A fee based on market capitalisation aligns the interests of the responsible entity with those of Unitholders as it creates an incentive for the responsible entity to increase the value of Unitholders’ investment. If the market value of Unitholders’ investment declines, so would the responsible entity’s fees and vice versa. This might not happen while the fee is calculated by reference to asset value, as market capitalisation often does not necessarily reflect the Net Tangible Asset (NTA) value of the Fund. The price at which IOF securities have traded on the ASX since 2008 has been consistently below the stated NTA value in IOF’s accounts. It is important to note, however, that any increase or decrease in fees each quarter is limited to 2.5% of the previous quarter’s fee. Therefore, the fee change over a quarter may not fully reflect the impact of increases or decreases in market capitalisation over that quarter.

(b) No incentive for asset accumulation

A fee based on market capitalisation removes the potential incentive to accumulate assets through the use of debt.

(c) Expected reduction in fees

It is the stated strategy of the Fund to divest its off shore assets and to re-allocate those proceeds to Australian CBD office assets. The execution of this strategy should result in a reduction in fees payable by IOF. As offshore assets are sold and proceeds re-allocated to Australia, IOF will no longer pay the asset management fee in relation to those offshore assets. There will be no increase in the fee payable to Investa RE as a result of that sale, although after June 2012, Investa RE may benefit from increases in the Fund’s market capitalisation as a result of the success of the Investa RE’s strategy and other market forces. It should be noted that, after June 2012, it is possible that if units in the Fund begin to trade at a premium to NTA for an extended period of time, the fee payable to Investa RE could be higher than that paid under the Current Fee Structure; however, Unitholders would have received the benefit of the unit price increase.

(d) Fixed fee less than Current Fee Structure

The $8.6 million fixed fee payable to Investa RE until 30 June 2012 is expected to be less than the responsible entity fee that would be payable to IML under the Current Fee Structure.

3.4 Reasons to vote against Resolutions 3 and 4

(a) Disagree with the conclusions of the Independent Directors

Unitholders may disagree with the conclusions of the Independent Directors that the Proposal secures the best outcome available for the future management of IOF.

(b) Possible increase in fees

If the Fund is unable to sell its offshore assets and re-allocate those proceeds to Australian CBD office assets in accordance with its stated strategy, there is a risk that, after June 2012, when the market capitalisation fee commences, the total fees payable to Investa and to the offshore asset managers could be higher than those payable under the Current Fee Structure. This will depend on the market capitalisation of the Fund at that time and a fee increase may result even if the Fund is still trading at a significant discount to NTA at the time.

3.5 Consequences if Resolutions 3 and 4 are passed

If Resolutions 3 and 4 are passed, the New RE Fee Structure will apply.

3.6 Consequences if Resolutions 3 and 4 are not passed

If Resolutions 3 and 4 are not passed, the Current RE Fee Structure will continue to apply, Unitholders will not receive the benefit of the New RE Fee Structure and Investa RE will become entitled to the Excess Fees.

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3.7 Form of the amendments – AJO Constitution

If Resolution 3 is passed, the AJO Constitution will be amended as follows:

1. Clause 19.1 of the Constitution is amended by adding “Before the Fee Amendment Date,” to the beginning of the first sentence and replacing “The” with “the”.

2. The following new paragraphs are added to the end of clause 19.1:

“On and after the Fee Amendment Date until 30 June 2012, the Responsible Entity is entitled to a management fee for acting as responsible entity of the Fund and the Stapled Trust equal to $8,600,000 per annum, accruing on a daily basis and payable in arrears within 10 Business Days after the last day of a Quarter.

The Responsible Entity may take that portion of the Fee out of the Assets as it reasonably determines to be appropriate, provided that the total amount taken from the Assets and the assets of the Stapled Trust must not exceed the amount of the Fee.

If the Fund and the Stapled Trust are terminated during a Quarter, the Fee payable in respect of that Quarter must be pro-rated having regard to the ratio of the number of days in that Quarter preceding termination to the total number of days in that Quarter.”

3. A new clause 19.1A is inserted as set out below:

“19.1A

(a) The provisions of this clause 19.1A apply on and after 30 June 2012.

(b) Subject to clauses 19.1A(c) and 19.1A(d), the Responsible Entity is entitled to a management fee for acting as responsible entity of the Fund and the Stapled Trust (Fee) in respect of each Quarter of 0.1375% of the Market Capitalisation in respect of the previous Quarter.

(c) If the Fee calculated pursuant to clause 19.1A(b) in respect of any Quarter other than the Quarter ending 30 September 2012:

(i) is less than 97.5% of the Previous Fee, then the Fee for that Quarter will be equal to 97.5% of the Previous Fee; or

(ii) is more than 102.5% of the Previous Fee, then the Fee for that Quarter will be equal to 102.5% of the Previous Fee.

(d) The Responsible Entity may take that portion of the Fee out of the Assets as it reasonably determines to be appropriate, provided that the total amount taken from the Assets and the assets of the Stapled Trust must not exceed the amount of the Fee.

(e) The Responsible Entity’s fee accrues on a daily basis and is payable in arrears within 10 Business Days after the last day of a Quarter.

(f) If the Responsible Entity retires or is removed from office, the Fee for the Quarter in which the retirement or removal occurs will be divided between the outgoing responsible entity and the incoming responsible entity in proportion to the number of days during the period for which they have each held office.

(g) If the Fund and the Stapled Trust are terminated during a Quarter, the Fee payable in respect of that Quarter must be pro-rated having regard to the ratio of the number of days in that Quarter preceding termination to the total number of days in that Quarter.”

4. A new clause 19.9 is added as follows:

“GST19.9

(a) Any reference in this clause 19.9 to a term defined or used in the A New Tax System (Goods and Services Tax) Act 1999 should be taken as a reference to that term as defined or used in that Act.

(b) Any amount referred to in this deed which is relevant in determining the amount of any payment to be made to or by the Responsible Entity is exclusive of any GST unless indicated otherwise.

(c) If the Responsible Entity is or becomes liable to pay GST in respect of any supply under or in connection with this constitution (including, without limitation, the supply of any goods, services, rights, benefits or things), then, in addition to any fee or other amount or consideration payable to the Responsible Entity in respect of the supply, the Responsible Entity is entitled to be paid out of the Assets an additional amount on account of GST. This amount is to be calculated by multiplying the fee, amount or consideration for the part of the supply (which is a taxable supply for GST purposes) by the prevailing rate of GST, and the Responsible Entity will be entitled to be reimbursed or indemnified for such amount of GST out of the Assets.

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(d) Where an expense is paid from the Assets to the Responsible Entity, the payment will comprise part of the consideration for a supply by the Responsible Entity to the Fund (treated as separate entities in accordance with Division 184 of the GST Act and for the purposes of the GST Act). This does not affect the character of the payment as an exercise of the Responsible Entity’s right of indemnity from the Assets for other purposes of this constitution and the Corporations Act.”

5. New definitions are inserted into clause 30.1 as set out below:

“Fee Amendment Date” the date on which amendments to this Constitution are lodged with ASIC following passing of resolutions of Members at a general meeting to be held on or about 7 July 2011.

“Market Capitalisation” for a Quarter is calculated as follows:

(a) the VWAP of a Stapled Security on each Relevant Trading Day in the Quarter multiplied by the number of Units on issue at the close of trading on each Relevant Trading Day in the Quarter;

(b) add the resulting figures; and then

(c) divide the aggregate number by the total number of Relevant Trading Days.

“Previous Fee” means, the Fee payable in respect of the last Quarter before the relevant Quarter.

“Quarter” each 3-month period ending on the last day of March, June, September and December in each year.

“Relevant Trading Day” means, in respect of a Quarter, all trading days (as defined in the Listing Rules) in the Quarter (excluding trading days during which the Fund and the Stapled Trust are in a trading halt or subject to suspension).

“VWAP” means the volume weighted average traded price for a Stapled Security for all sales on ASX on a day (whether or not a sale was recorded on any particular day), excluding:

(a) any transaction defined in the ASX Operating Rules as a “Special Crossing”; and

(b) any transaction defined in the ASX Operating Rules as a “Crossing” that occurs prior to the commencement of normal trading or during the closing phase or after-hours adjust phase.

3.8 Form of the amendments – PCP Constitution

If Resolution 4 is passed, the PCP Constitution will be amended as follows:



3. The following clause 18.2AA is inserted as follows:

“On and after the Fee Amendment Date until 30 June 2012, the Responsible Entity is entitled to a management fee for acting as responsible entity of the Trust and the Stapled Trust equal to $8,600,000 per annum, accruing on a daily basis and payable in arrears within 10 Business Days after the last day of a Quarter.

The Responsible Entity may take that portion of the Fee out of the Assets as it reasonably determines to be appropriate, provided that the total amount taken from the Assets and the assets of the Stapled Trust must not exceed the amount of the Fee.

If the Trust and the Stapled Trust are terminated during a Quarter, the Fee payable in respect of that Quarter must be pro-rated having regard to the ratio of the number of days in that Quarter preceding termination to the total number of days in that Quarter.”

4. A new clause 18.2A is inserted as set out below:

“18.2A

(a) The provisions of this clause 18.2A apply on and after 30 June 2012.

(b) Subject to clauses 18.2A(c) and 18.2A(d), the Responsible Entity is entitled to a management fee for acting as responsible entity of the Trust and the Stapled Trust (Fee) in respect of each Quarter of 0.1375% of the Market Capitalisation in respect of the previous Quarter.

(c) If the Fee calculated pursuant to clause 18.2A(b) in respect of any Quarter other than the Quarter ending 30 September 2012:

> is less than 97.5% of the Previous Fee, then the Fee for that Quarter will be equal to 97.5% of the Previous Fee; or

> is more than 102.5% of the Previous Fee, then the Fee for that Quarter will be equal to 102.5% of the Previous Fee.

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(d) The Responsible Entity may take that portion of the Fee out of the Assets as it reasonably determines to be appropriate, provided that the total amount taken from the Assets and the assets of the Stapled Trust must not exceed the amount of the Fee.

(e) The Responsible Entity’s fee accrues on a daily basis and is payable in arrears within 10 Business Days after the last day of a Quarter.

(f) If the Responsible Entity retires or is removed from office, the Fee for the Quarter in which the retirement or removal occurs will be divided between the outgoing responsible entity and the incoming responsible entity in proportion to the number of days during the period for which they have each held office.

(g) If the Trust and the Stapled Trust are terminated during a Quarter, the Fee payable in respect of that Quarter must be pro-rated having regard to the ratio of the number of days in that Quarter preceding termination to the total number of days in that Quarter.”

5. A new clause 18.8 is added as follows:

“GST18.8

(a) Any reference in this clause 18.8 to a term defined or used in the A New Tax System (Goods and Services Tax) Act 1899 should be taken as a reference to that term as defined or used in that Act.

(b) Any amount referred to in this deed which is relevant in determining the amount of any payment to be made to or by the Responsible Entity is exclusive of any GST unless indicated otherwise.

(c) If the Responsible Entity is or becomes liable to pay GST in respect of any supply under or in connection with this constitution (including, without limitation, the supply of any goods, services, rights, benefits or things), then, in addition to any fee or other amount or consideration payable to the Responsible Entity in respect of the supply, the Responsible Entity is entitled to be paid out of the Assets an additional amount on account of GST. This amount is to be calculated by multiplying the fee, amount or consideration for the part of the supply (which is a taxable supply for GST purposes) by the prevailing rate of GST, and the Responsible Entity will be entitled to be reimbursed or indemnified for such amount of GST out of the Assets.

(d) Where an expense is paid from the Assets to the Responsible Entity, the payment will comprise part of the consideration for a supply by the Responsible Entity to the Trust (treated as separate entities in accordance with Division 184 of the GST Act and for the purposes of the GST Act). This does not affect the character of the payment as an exercise of the Responsible Entity’s right of indemnity from the Assets for other purposes of this constitution and the Corporations Act.”

6. The definition of “Quarter” in clause 28.1 is deleted and replaced with the following:

““Quarter” each 3-month period ending on the last day of March, June, September and December in each year.”

7. New definitions are inserted into clause 28.1 as set out below:

“Fee Amendment Date” the date on which amendments to this Constitution are lodged with ASIC following passing of resolutions of Members at a general meeting to be held on or about 7 July 2011.

“Market Capitalisation” for a Quarter is calculated as follows:

(a) the VWAP of a Stapled Security on each Relevant Trading Day in the Quarter multiplied by the number of Units on issue at the close of trading on each Relevant Trading Day in the Quarter;

(b) add the resulting figures; and then

(c) divide the aggregate number by the total number of Relevant Trading Days.

“Previous Fee” means the Fee payable in respect of the last Quarter before the relevant Quarter.

“Relevant Trading Day” means, in respect of a Quarter, all trading days (as defined in the Listing Rules) in the Quarter (excluding trading days during which the Trust and the Stapled Trust are in a trading halt or subject to suspension).

“VWAP” means the volume weighted average traded price for a Stapled Security for all sales on ASX on a day (whether or not a sale was recorded on any particular day), excluding:

(a) any transaction defined in the ASX Operating Rules as a “Special Crossing”; and

(b) any transaction defined in the ASX Operating Rules as a “Crossing” that occurs prior to the commencement of normal trading or during the closing phase or after-hours adjust phase.

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4 Frequently Asked Questions

What is this proposal about? This proposal is about replacing the existing responsible entity with Investa RE and incorporating management fee changes associated with the change in responsible entity.

What do I need to do? Carefully read this document and consider all four resolutions then vote on all four resolutions in the required manner.

Why are we being asked to vote on Investa RE becoming the new responsible entity when the name of the Fund has already changed?

The name of the Fund was changed to reflect Investa’s current role in the management of the Fund. This role is separate from the role of responsible entity.

What do the Independent Directors recommend?

The Independent Directors unanimously recommend that you vote in favour of the resolutions.

Why are the Independent Directors recommending that I vote in favour of the resolutions?

Ultimately the manner in which you vote is a personal decision. The Independent Directors recommend voting in favour of the resolutions for the reasons set out in Sections 2.5 and 3.3

Who is Investa? Investa is one of Australia’s largest owners and managers of real estate, controlling assets worth AU$9.5 billion across the commercial, industrial and residential sectors.

Investa’s integrated property platform incorporates property services, funds management, portfolio management, asset management, development and sustainability.

Further detail is provided in Section 2.9 of this document.

Will I be forced to sell my units? No. Your current unitholding will remain unchanged with the same voting rights attached and entitlement to distributions.

How do I vote? To vote on the resolutions, it is required that you either attend the meeting and vote in person or vote by proxy using the Proxy Form attached.

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5 Glossary

Term Meaning

AJO Armstrong Jones Office Fund (ARSN 090 242 229)

AJO Constitution The constitution of AJO, as amended from time to time

ASX Australian Securities Exchange

Current RE Fee Structure The RE fee structure so called and described in paragraph 3.1

Directors The directors of IML

DOF Dutch Office Fund

FIRB Foreign Investment Review Board

IBC The independent board committee of the IML Board

ILFML Investa Listed Funds Management Limited

IML ING Management Limited (ABN 15 006 065 032)

IML Board The Directors acting as a board

ING The ING Group comprising lNG Real Estate B.V. and subsidiaries

Investa Investa Property Group

Investa RE Investa Listed Funds Management Limited

IOF or the Fund Investa Office Fund comprising AJO and PCP

IOM Investa Office Management Platform

MOU Memorandum of understanding

New RE Fee Structure The RE fee structure so called and described in paragraph 3.1

PCP Prime Credit Property Trust (ARSN 089 849 196)

PCP Constitution The constitution of PCP, as amended from time to time

Proposal The proposal is the subject of this Notice of Meeting which is to change the responsible entity of and to amend the constitutions of AJO and PCP

RE Responsible Entity

REIM ING Real Estate Investment Management

REIMA ING Real Estate Investment Management Australia or the Australian business of REIM

Resolutions The four resolutions proposed by this notice of meeting

Unitholders Holders of the units of IOF

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If you have any questions about this Notice of Unitholders’ Meeting, your unitholding, distribution statements or any change of details, you may call the Unitholder information line on 1300 851 394 (within Australia) or +61 2 8280 7912 (outside Australia).

Should you have any questions regarding the Fund, please call Investor Relations on 1300 130 231 or email: [email protected]

More information about the Fund can be accessed and downloaded at investa.com.au/iof

Investa Listed Funds Management LimitedLevel 6 Deutsche Bank Place 126 Phillip Street Sydney NSW 2000 Australia Phone: +61 2 8226 9300 Fax: +61 2 9844 9300

ABN 37 149 175 655

For any questions Please contact us

> investa.com.au

This report has been printed on Envi Recycled, Certified Carbon Neutral by The Carbon Reduction Institute (CRI) in accordance with the global Greenhouse Gas Protocol and ISO 14040 framework. Combined with its 50% recycled content, Envi Recycled is the trusted choice of Investa Property Group.

Printer to update FSC Logo and copy as required

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*X99999999999*X99999999999

I/We being a member(s) of Investa Office Fund and entitled to attend and vote hereby appoint:

Resolution 1Retirement of responsible entity and appointment of new responsible entity of AJO

Resolution 2Retirement of responsible entity and appointment of new responsible entity of PCP

For Against Abstain*Resolution 3Amendment to AJO Constitution

Resolution 4Amendment to PCP Constitution

For Against Abstain*

Proxies will only be valid and accepted by the Trust if they are signed and received no later than 48 hours before the meeting.Please read the voting instructions overleaf before marking any boxes with an X

UniTHOLDER VOTinG FORM

If no person/body corporate is named, the Chairman of the Meeting, as my/our proxy will vote for me/us on my/our behalf at the Unitholder Meeting of the Trust to be held at 10:00am on Thursday, 7 July 2011, at the Sofitel Wentworth Hotel, 61-101 Phillip Street Sydney and at any adjournment or postponement of the meeting.The Chairman of the Meeting intends to vote undirected Proxies in favour of the resolutions.

APPOinT A PROXY

OR if you are nOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered unitholder) you are appointing as your proxy.

the Chairman of the Meeting (mark box)

STEP 1

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

This form should be signed by the unitholder. If a joint holding, either unitholder may sign. If signed by the unitholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

SiGnATURE OF UniTHOLDERS – THiS MUST BE COMPLETED

Unitholder 1 (Individual) Joint Unitholder 2 (Individual) Joint Unitholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

*IOF PRX101*

IOF PRX101

VOTinG DiRECTiOnSSTEP 2

STEP 3

LODGE YOUR VOTE

www.investorcentre.linkmarketservices.com.auOnLinE

By mail:Investa Office FundC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia

By fax: +61 2 9287 0309

All enquiries to: Telephone: 1300 851 394

INVESTA OFFIcE FuNdArmstrong Jones office fund Arsn 090 242 229Prime credit ProPerty trust Arsn 089 849 196

resPonsible entity: ing mAnAgement limited Abn 15 006 065 032 Afsl 237534

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HOW TO COMPLETE THIS PROXY FORM

if you would like to attend and vote at the Unitholder Meeting, please bring this form with you. This will assist in registering your attendance.

Lodgement of a Proxy FormThis Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Tuesday, 5 July 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

www.investorcentre.linkmarketservices.com.auOnLinE

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, unitholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

by mail:Investa Office FundC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235Australia

by fax:

+61 2 9287 0309

by hand:delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

Your name and AddressThis is your name and address as it appears on the Trust’s unit register. If this information is incorrect, please make the correction on the form. Unitholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your units using this form.

Appointment of a ProxyIf you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a unitholder of the Trust. A proxy may be an individual or a body corporate.

Votes on items of Business – Proxy AppointmentYou may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your units will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of units you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second ProxyYou are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Trust’s unit registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of units applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together.

Signing instructionsYou must sign this form as follows in the spaces provided:

individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either unitholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate RepresentativesIf a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Trust’s unit registry.

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