Astro Japan Property : Off-Market Buy-Back Booklet

Buy-Back Launch Announcement

ASX/Media Release

14 April 2016

Off-Market Buy-Back Booklet

Astro Japan Property Group (ASX: AJA) refers to its announcement on 8 April 2016 regarding its intention to undertake an off-market buy-back tender process for AJA securities to return up to approximately $18.3 million of capital to securityholders (the Buy-Back).

The Off-Market Buy-Back Booklet which contains the terms and conditions of the Buy-Back is attached.

The Booklet will be despatched to securityholders on Tuesday, 19 April 2016.

ENDS

Investor & Media Enquiries:

Eric Lucas John Pettigrew

Senior Advisor Chief Financial Officer

Phone: +61 2 8987 3900 (Australia) Phone: +61 2 8987 3902

+81 3 3238 1671 (Japan)

About Astro Japan Property Group (AJA)

Astro Japan Property Group is a listed property group which invests in the Japan real estate market. It currently holds interests in a portfolio comprising 28 retail, office and residential properties. Asset management services in Japan are generally undertaken by Spring Investment Co., Ltd.

AJA is a stapled entity comprising Astro Japan Property Trust (ARSN 112 799 854) and Astro Japan Property Group Limited (ABN 25 135 381 663). For further information please visit our website: www.astrojapanproperty.com.

Astro Japan Property Group Off-Market Buy-Back Booklet

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

Read the whole of this document carefully before deciding whether to participate in the Off-Market Buy-Back.

If you are in any doubt about how to deal with this document, you should contact your stockbroker, financial adviser, taxation or other professional adviser immediately.

Legal notices and disclaimer

Issuer

This offer document (Booklet) is dated 19 April 2016. This Booklet is issued by Astro Japan Property Group Limited ABN 25 135 381 663 (Company) and Astro Japan Property Management Limited ABN 94 111 874 563 AFSL 283142 (Responsible Entity) as responsible entity of the Astro Japan Property Trust ARSN 112 799 854 (Trust). Astro Japan Property Group comprises the Company and the Trust and, where applicable, their controlled entities (collectively Astro Japan) and is listed on the ASX (ASX code: AJA).

Not financial product advice

The information in this Booklet is not financial product advice.

This Booklet has been prepared without taking into account your particular objectives, financial situation or needs. You should consider the appropriateness of participation in the Off-Market Buy-Back having regard to your individual objectives, financial situation and needs. If you are in any doubt as to the action you should take, you should contact your financial, taxation or other professional adviser immediately.

Disclaimer

To the maximum extent permitted by law, neither Astro Japan nor its officers, employees or advisers accept any liability or responsibility for any claim, loss, demand, costs, expenses or damage:

• suffered or incurred by any person relying or acting on any information provided in, or omitted from, the Booklet or any other written or oral opinions, advice or information provided by any of them; or

• arising as a result of, or in connection, with the information in the Booklet being inaccurate or incomplete in any way or by reason of any reliance by any person, including by reason of any negligence, default or lack of care.

Some of the statements appearing in this Booklet may be forward-looking statements. You should be aware that such statements are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which Astro Japan operates as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statements.

None of Astro Japan, its officers, employees or advisers make any representation or warranty as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any events or results expressed or implied in any forward-looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements in this Booklet reflect views held only as at the date of this Booklet.

Eligibility to Participate in the Off-Market Buy-Back

You are eligible to participate in the Off-Market Buy-Back if Securities are registered in your name on the Record Date, Thursday, 14 April 2016 with a registered address in Australia or New Zealand and, in accordance with the ASX Settlement Operating Rules, the Securities confer an entitlement to receive this invitation.

Unless you have sold Securities on or after the Ex-Entitlement Date, the number of Securities you are entitled to tender is shown in your Tender Form.

Definitions

Some of the words capitalised in this Booklet have the defined meanings set out in section 12.

Enquiries

If you have any questions about this Booklet or your Tender Form, please call the Registry on:

Telephone

1800 881 098 (within Australia)

+61 1800 881 098 (outside Australia)

Hours (Monday to Friday)

8.30am - 5.30pm Sydney time

You can also contact Astro Japan in relation to any questions about the Off-Market Buy-Back or the content of this Booklet on +61 2 8987 3900 or by email at investorrelations@astrojapanproperty.com.

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CHAIRMAN'S LETTER

19 April 2016

Dear Member

On behalf of the Board, I am pleased to offer you the opportunity to participate in an off-market tender buy-back (the Off-Market Buy-Back) of Astro Japan Securities, announced to ASX by Astro Japan on Friday, 8 April 2016.

The Members of Astro Japan provided approval at the Annual General Meeting on 11 November 2015 to conduct a buy-back of up to 10% of its issued capital (6,065,246 Securities) in the 12 months following the meeting. The Board has determined that, at this time, the Off-Market Buy-Back should be limited to 5% of its issued capital (3,032,623 Securities).

This Off-Market Buy-Back is an initiative being undertaken as part of Astro Japan's ongoing capital management strategy. Astro Japan currently holds approximately $61 million equivalent (almost all is held in Yen) in excess cash and continues to evaluate a range of capital management initiatives. It has concluded it would be in the Members' best interests to utilise part of the available cash to undertake the Off-Market Buy-Back. The Off-Market Buy-Back provides an opportunity for Members to sell without brokerage a potentially larger number of Securities within a shorter timeframe than on ASX.

Under the Off-Market Buy-Back, Astro Japan may buy back a maximum of 3,032,623 Securities which represents approximately 5% of Astro Japan's issued capital. The Buy-Back Price is $6.03 per Security, which is equal to the 15 day volume weighted average price of Securities calculated immediately prior to Astro Japan announcing the Off-Market Buy-Back on Friday, 8 April 2016.

As stated in the announcement on 8 April 2016, the Board will continue to consider other capital initiatives, including property investment, in order to effectively utilise the balance of our available cash. As one of the various potential value enhancing options open to Astro Japan, we have commenced investigating whether a transaction involving the sale of some or all of the Astro Japan property portfolio into a new Japanese listed property trust would be viable and deliver value to securityholders beyond that available in the current ASX listed structure. These investigations are very preliminary. There are many significant valuation, commercial and legal issues which are yet to be considered in relation to such a transaction. It is not clear whether any such transaction could be undertaken, or undertaken on terms that are in the interests of securityholders given the continuing strong performance of Astro Japan and other available capital management opportunities.

Your participation in the Off-Market Buy-Back is voluntary. You may choose to tender some or all of your Securities to Astro Japan by accepting the Off-Market Buy-Back invitation. Alternatively, if you do not wish to participate, you do not need to take any action.

I encourage you to read this Booklet carefully. In making your decision about your participation, you may wish to seek professional advice about your individual circumstances.

If you wish to participate in the Off-Market Buy-Back, please complete and return your Tender Form, which accompanies this Booklet, to the Registry (if you are an Issuer Sponsored Holder) or ensure that your Controlling Participant processes your Tender (if you are a CHESS Holder) by no later than 5.00pm Sydney time on Tuesday, 17 May 2016.

If you have any queries in relation to this Booklet or your Tender Form, please contact the Registry on 1800 881 098 (for calls made from within Australia) or +61 1800 881 098 (for calls made outside Australia) between 8.30am and 5.30pm, Sydney time, Monday to Friday.

You can also contact Astro Japan if you have any queries in relation to the Off-Market Buy-Back or the content of this Booklet on +61 2 8987 3900 or by email at investorrelations@astrojapanproperty.com.

Yours sincerely

Allan McDonald, Chairman

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