GOODMAN EUROPEAN LOGISTICS FUND FCP-FIS

BASE PROSPECTUS

GELF Bond Issuer I SA

(incorporated with limited liability in Luxembourg)

€5,000,000,000

Euro Medium Term Note Programme

unconditionally and irrevocably guaranteed on a joint and several basis by

GELF MANAGEMENT (LUX) S.À R.L.

(incorporated with limited liability in Luxembourg)

in its capacity as a Luxembourg management company acting for the account of

GOODMAN EUROPEAN LOGISTICS FUND FCP-FIS

(established in Luxembourg as an open-end fonds commun de placement – fonds d’investissment

spécialisé under the provisions of the Luxembourg law of 13 February 2007 on specialised investment

funds as amended and subject to the supervision of the CSSF, as defined below)

GELF EUROPEAN HOLDINGS (LUX) S.À R.L.

GELF INVESTMENTS (LUX) S.À R.L.

(each incorporated with limited liability in Luxembourg)

C€LOGIX N.V.

C€LOGIX PROPERTIES HOLDING B.V.

(each incorporated with limited liability in the Netherlands)

Under this €5,000,000,000 Euro Medium Term Note Programme (the Programme), GELF Bond Issuer I

SA, a public limited liability company (société anonyme), having its registered office at 28, boulevard

d’Avranches, L-1160, Grand Duchy of Luxembourg, and registered with the Luxembourg trade and

companies register (Registre de Commerce et des Sociétés Luxembourg) under number B 173090 (the

Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the

Issuer and the relevant Dealer (as defined below).

The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably

guaranteed on a joint and several basis by GELF Management (Lux) S.À R.L. (the Management

Company, which expression shall include any successor management company appointed under the

management regulations of GEP (as defined below)), in its capacity as a Luxembourg management

company acting for the account of Goodman European Logistics Fund FCP-FIS, a Luxembourg fonds

commun de placement (GEP), GELF European Holdings (Lux) S.À R.L., GELF Investments (Lux) S.À

R.L., C€LOGIX N.V. and C€LOGIX Properties Holding B.V. as guarantors (each a Guarantor and,

together, the Guarantors). The expressions “Guarantor” and “Guarantors” shall also include any member

of the Group (as defined in Condition 4) which becomes a Guarantor pursuant to Condition 3.4 of the

Terms and Conditions of the Notes (such Terms and Conditions being the Conditions) but shall not

include any Guarantor which has ceased to be a Guarantor pursuant to Condition 3.3. The expression

Obligor means the Issuer or a Guarantor and the expression Obligors means the Issuer and the

Guarantors together.

The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme

will not exceed €5,000,000,000 (or its equivalent in other currencies calculated as described in the

Programme Agreement described herein), subject to increase as described herein.

The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview

of the Programme” and any additional Dealer appointed under the Programme from time to time by the

Issuer (each a Dealer and, together, the Dealers), which appointment may be for a specific issue or on an

ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of

Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to

subscribe such Notes.

An investment in Notes issued under the Programme involves certain risks. For a discussion of

these risks, see “Risk Factors”.

Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its

capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for

securities (as amended) (the Prospectus Act 2005) to approve this document as a base prospectus. The

CSSF assumes no responsibility for the economic and financial soundness of the transactions

contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article

7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for

Notes issued under the Programme to be listed on the Official List of the Luxembourg Stock Exchange and

to be admitted to trading on the Luxembourg Stock Exchange’s regulated market.

The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to

be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in

the European Economic Area other than in circumstances where an exemption is available under Article

3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base

Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the

Prospectus Directive. The CSSF has neither reviewed nor approved any information in this Base

Prospectus pertaining to Exempt Notes and the CSSF assumes no responsibility in relation to issues of

Exempt Notes.

References in this Base Prospectus to Notes being listed (and all related references) shall mean that such

Notes have been listed on the Official List of the Luxembourg Stock Exchange and have been admitted to

trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s

regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive

(Directive 2004/39/EC).

Except in the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any)

payable in respect of Notes, the issue price of Notes and certain other information which is applicable to

each Tranche (as defined in the Conditions) of Notes will be set out in a final terms document (the Final

Terms) which, with respect to all Notes other than Exempt Notes, will be filed with the CSSF. Copies of

Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on

the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of

the aggregate nominal amount of such Notes, interest (if any) payable in respect of such Notes, the issue

price of such Notes and certain other information which is applicable to each Tranche of such Notes will be

set out in a pricing supplement document (the Pricing Supplement). In the case of Exempt Notes,

references herein to “Final Terms” shall be deemed to be references to “Pricing Supplement”, so far as the

context admits.

The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such

other or further stock exchanges or markets as may be agreed between the Issuer and the relevant

Dealer. The Issuer may also issue unlisted Exempt Notes and/or Exempt Notes not admitted to trading on

any market.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended

(the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or

to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act

unless an exemption from the registration requirements of the Securities Act is available and in

accordance with all applicable securities laws of any state of the United States and any other jurisdiction

(see “Subscription and Sale”).

GEP is rated Baa1 by Moody’s Investors Services Limited (Moody’s) and BBB by Standard & Poor’s

Financial Services LLC (S&P). The Programme is rated Baa1 by Moody’s and [BBB] by S&P. Each of

Moody’s and S&P is established in the EU and is registered under the Regulation (EC) No. 1060/2009 (as

amended) (the CRA Regulation). As such, each of Moody’s and S&P is included in the list of credit rating

agencies registered in accordance with the CRA Regulation and published by the European Securities and

Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/list-registered-and-certified-

CRAs) in accordance with the CRA Regulation. That list shall be updated within five working days following

the adoption of a decision under Articles 16, 17 or 20 of the CRA Regulation. The European Commission

shall publish that updated list in the Official Journal of the European Union within 30 days following the

updates. Notes issued under the Programme may be rated or unrated by either of the rating agencies

referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the applicable Final

Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating

agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to

suspension, reduction or withdrawal at any time by the assigning rating agency.

Potential investors should note that this Base Prospectus has been prepared solely for use in

connection with Notes to be issued under the Programme, and not for any other purpose. In

particular, this Base Prospectus is not being, and may not be, used in connection with any offer or

marketing (as such term is defined under Directive 2011/61/EU) of any units or shares of any entity.

Arranger

ING

Dealers

BNP PARIBAS ING THE ROYAL BANK OF SCOTLAND

The date of this Base Prospectus is 5 October 2016.

IMPORTANT INFORMATION

This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt

Notes issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive.

When used in this Base Prospectus, Prospectus Directive means Directive 2003/71/EC (as

amended including by Directive 2010/73/EU) and includes any relevant implementing measure

in a relevant Member State of the European Economic Area (the EEA).

The Issuer and the Guarantors accept responsibility for the information contained in this Base

Prospectus and the applicable Final Terms in relation to each Tranche of Notes issued under

the Programme. To the best of the knowledge of the Issuer and the Guarantors (each having

taken all reasonable care to ensure that such is the case) the information contained in this Base

Prospectus is in accordance with the facts and does not omit anything likely to affect the import

of such information.

This Base Prospectus is to be read in conjunction with all documents which are deemed to be

incorporated herein by reference (see “Documents Incorporated by Reference”). This Base

Prospectus shall be read and construed on the basis that such documents are incorporated in,

and form part of, this Base Prospectus.

Save for the Issuer and the Guarantors, no other party, including the Dealers and the Trustee

(as defined in the Conditions), has independently verified the information contained herein.

Accordingly, no representation, warranty or undertaking, express or implied, is made and no

responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or

completeness of the information contained or incorporated in this Base Prospectus or any other

information provided by the Issuer or the Guarantors in connection with the Programme. No

Dealer or the Trustee accepts any liability in relation to the information contained or

incorporated by reference in this Base Prospectus or any other information provided by the

Issuer or the Guarantors in connection with the Programme.

No person is or has been authorised by the Issuer, the Guarantors, any of the Dealers or the

Trustee to give any information or to make any representation not contained in or not consistent

with this Base Prospectus or any other information supplied in connection with the Programme

or the Notes and, if given or made, such information or representation must not be relied upon

as having been authorised by the Issuer, the Guarantors, any of the Dealers or the Trustee.

Neither this Base Prospectus nor any other information supplied in connection with the

Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or

(b) should be considered as a recommendation by the Issuer, the Guarantors, any of the

Dealers or the Trustee that any recipient of this Base Prospectus or any other information

supplied in connection with the Programme or any Notes should purchase any Notes. Each

investor contemplating purchasing any Notes should make its own independent investigation of

the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer

and/or the Guarantors. Neither this Base Prospectus nor any other information supplied in

connection with the Programme or the issue of any Notes constitutes an offer or invitation by or

on behalf of the Issuer or the Guarantors, any of the Dealers or the Trustee to any person to

subscribe for or to purchase any Notes.

Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall

in any circumstances imply that the information contained in it concerning the Issuer and/or the

Guarantors is correct at any time subsequent to its date or that any other information supplied in

connection with the Programme is correct as of any time after the date indicated in the

document containing the same. The Dealers and the Trustee expressly do not undertake to

review the financial condition or affairs of the Issuer or any Guarantor during the life of the

Programme or to advise any investor in Notes issued under the Programme of any information

coming to their attention.

IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND

OFFERS OF NOTES GENERALLY

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any

Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in

such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be

restricted by law in certain jurisdictions. The Issuer, the Guarantors, the Dealers and the Trustee

do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may

be lawfully offered, in compliance with any applicable registration or other requirements in any

such jurisdiction, or pursuant to an exemption available thereunder, or assume any

responsibility for facilitating any such distribution or offering. In particular, no action has been

taken by the Issuer, the Guarantors, the Dealers or the Trustee which is intended to permit a

public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where

action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or

indirectly, and neither this Base Prospectus nor any advertisement or other offering material

may be distributed or published in any jurisdiction, except under circumstances that will result in

compliance with any applicable laws and regulations. Persons into whose possession this Base

Prospectus or any Notes may come must inform themselves about, and observe, any such

restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In

particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale

of Notes in the United States, the EEA (including the Netherlands and the UK), Switzerland and

Japan, see “Subscription and Sale”.

The Notes may only be offered or sold to Well Informed Investors (as defined in the “Selected

Definitions” below) and the minimum denomination of the Notes will not be less than €150,000

(or, if the Notes are denominated in a currency other than euro, the equivalent amount in such

currency).

The Notes may not be a suitable investment for all investors. Each potential investor in the

Notes must determine the suitability of that investment in light of its own circumstances. In

particular, each potential investor may wish to consider, either on its own or with the help of its

financial and other professional advisers, whether it:

(i) has sufficient knowledge and experience to make a meaningful evaluation of the Notes,

the merits and risks of investing in the Notes and the information contained or

incorporated by reference in this Base Prospectus or any applicable supplement;

(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context

of its particular financial situation, an investment in the Notes and the impact the Notes

will have on its investment portfolio;

(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in

the Notes, including Notes with principal or interest payable in one or more currencies,

or where the currency for principal or interest payments is different from the potential

investor’s currency;

(iv) understands thoroughly the terms of the Notes and is familiar with the behaviour of any

relevant indices and financial markets; and

(v) is able to evaluate possible scenarios for economic, interest rate and other factors that

may affect its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict certain investments. The investment activities of

certain investors are subject to investment laws and regulations, or review or regulation by

certain authorities. Each potential investor should consult its legal advisers to determine

whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as

collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge

of any Notes. Financial institutions should consult their legal advisers or the appropriate

regulators to determine the appropriate treatment of Notes under any applicable risk-based

capital or similar rules.

PRESENTATION OF INFORMATION

In this Base Prospectus, all references to:

 U.S. dollars, U.S.$ and $ refer to United States dollars;

 Sterling and £ refer to pounds sterling; and

 euro and € refer to the currency introduced at the start of the third stage of European

economic and monetary union pursuant to the Treaty on the Functioning of the

European Union, as amended.

Certain figures and percentages included in this Base Prospectus have been subject to

rounding adjustments; accordingly, figures shown in the same category presented in different

tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic

aggregation of the figures which precede them.

CONTENTS

Clause Page

OVERVIEW OF THE PROGRAMME 9

RISK FACTORS 16

DOCUMENTS INCORPORATED BY REFERENCE 38

FORM OF THE NOTES 41

APPLICABLE FINAL TERMS 44

TERMS AND CONDITIONS OF THE NOTES 72

USE OF PROCEEDS 127

DESCRIPTION OF THE ISSUER 128

DESCRIPTION OF THE GUARANTORS 131

SELECTED DEFINITIONS 164

TAXATION 172

SUBSCRIPTION AND SALE 176

GENERAL INFORMATION 181

STABILISATION

In connection with the issue of any Tranche of Notes, one or more relevant Dealers (the

Stabilising Manager(s)) (or persons acting on behalf of any Stabilising Manager(s)) may

over-allot Notes or effect transactions to support the market price of the Notes at a level

higher than that which might otherwise prevail. However stabilisation may not

necessarily occur. Any stabilisation action may begin on or after the date on which

adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is

made and, if begun, may cease at any time, but it must end no later than the earlier of 30

days after the issue date of the relevant Tranche of Notes and 60 days after the date of

the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment

must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of

any Stabilising Manager(s)) in accordance with all applicable laws and rules.

OVERVIEW OF THE PROGRAMME

The following overview does not purport to be complete and is taken from, and is

qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the

terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The

Issuer, the Guarantors and any relevant Dealer may agree that Notes shall be issued in a

form other than that contemplated in the Conditions, in which event, in the case of Notes

other than Exempt Notes, and if appropriate, a new Base Prospectus or a supplement to

this Base Prospectus will be published.

This Overview constitutes a general description of the Programme for the purposes of Article

22.5(3) of Commission Regulation (EC) No. 809/2004 implementing Directive 2003/71/EC (the

Prospectus Regulation).

Words and expressions defined in “Form of the Notes” and “Terms and Conditions of the Notes”

shall have the same meanings in this Overview.

Issuer:

GELF Bond Issuer I SA

Guarantors:

GELF Management (Lux) S.À R.L., in its capacity as a

Luxembourg management company acting for the account

of Goodman European Logistics Fund FCP-FIS, a

Luxembourg fonds commun de placement

GELF European Holdings (Lux) S.À R.L.

GELF Investments (Lux) S.À R.L.

C€LOGIX N.V.

C€LOGIX Properties Holding B.V.

Risk Factors:

There are certain factors that may affect the Issuer’s ability

to fulfil its obligations under the Notes issued under the

Programme and there are also certain factors that may

affect a Guarantor’s ability to fulfil its obligations under the

Notes Guarantee (as defined below under “Notes

Guarantee”). These are set out under “Risk Factors” below

and include risks relating to the markets in which the Group

operates generally, risks relating to the Group’s business,

financial risks, legal risks, regulatory risks and taxation

risks. In addition, there are certain factors which are

material for the purpose of assessing the market risks

associated with Notes issued under the Programme and

certain risks relating to the structure of particular Series of

Notes and certain market risks. These are also set out

under “Risk Factors” below.

Description:

Euro Medium Term Note Programme

Arranger:

ING Bank N.V.

Dealers:

BNP Paribas

ING Bank N.V.

The Royal Bank of Scotland plc

and any other Dealers appointed in accordance with the

Programme Agreement.

Certain Restrictions:

Each issue of Notes denominated in a currency in respect

of which particular laws, guidelines, regulations, restrictions

or reporting requirements apply will only be issued in

circumstances which comply with such laws, guidelines,

regulations, restrictions or reporting requirements from time

to time (see “Subscription and Sale”), including the

following restrictions applicable at the date of this Base

Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the

proceeds of the issue are accepted in the UK, constitute

deposits for the purposes of the prohibition on accepting

deposits contained in section 19 of the Financial Services

and Markets Act 2000 unless they are issued to a limited

class of professional investors and have a denomination of

at least £100,000 or its equivalent, see “Subscription and

Sale”.

Issuing and Principal Paying

Agent:

Deutsche Bank AG, London Branch

Trustee:

Deutsche Trustee Company Limited

Programme Size:

Up to €5,000,000,000 (or its equivalent in other currencies

calculated as described in the Programme Agreement)

outstanding at any time. The Issuer and the Guarantors

may increase the amount of the Programme in accordance

with the terms of the Programme Agreement.

Distribution:

Notes may be distributed by way of private or public

placement and in each case on a syndicated or non-

syndicated basis.

Currencies:

Subject to any applicable legal or regulatory restrictions,

Notes may be denominated in any currency agreed

between the Issuer and the relevant Dealer.

Maturities:

The Notes will have such maturities as may be agreed

between the Issuer and the relevant Dealer, subject to such

minimum or maximum maturities as may be allowed or

required from time to time by the relevant central bank (or

equivalent body) or any laws or regulations applicable to

the Issuer or the relevant Specified Currency.

Issue Price:

Notes may be issued on a fully paid or, in the case of

Exempt Notes, a partly paid basis and at an issue price

which is at par or at a discount to, or premium over, par.

Form of Notes:

The Notes will be issued in bearer form as described in

“Form of the Notes”.

Fixed Rate Notes:

Fixed interest will be payable on such date or dates as may

be agreed between the Issuer and the relevant Dealer (as

indicated in the applicable Final Terms) and on redemption

and will be calculated on the basis of such Day Count

Fraction as may be agreed between the Issuer and the

relevant Dealer.

Floating Rate Notes:

Floating Rate Notes will bear interest at a rate determined:

(a) on the same basis as the floating rate under a

notional interest rate swap transaction in the

relevant Specified Currency (as defined in

Condition 1) governed by an agreement

incorporating the 2006 ISDA Definitions (as

published by the International Swaps and

Derivatives Association, Inc., and as amended and

updated as at the Issue Date of the first Tranche of

the Notes of the relevant Series); or

(b) on the basis of a reference rate appearing on the

agreed screen page of a commercial quotation

service; or

Issuer and the relevant Dealer.

The margin (if any) relating to such floating rate will be

agreed between the Issuer and the relevant Dealer for each

Series of Floating Rate Notes.

Floating Rate Notes may also have a maximum interest

rate, a minimum interest rate or both.

Interest on Floating Rate Notes in respect of each Interest

Period, as agreed prior to issue by the Issuer and the

relevant Dealer, will be payable on such Interest Payment

Dates and will be calculated on the basis of such Day

Count Fraction, as may be agreed between the Issuer and

the relevant Dealer.

Exempt Notes:

The Issuer may issue Exempt Notes which are Index

Linked Notes, Dual Currency Notes, Partly Paid Notes or

Notes redeemable in one or more instalments.

Index Linked Notes: Payments of principal in respect of

Index Linked Redemption Notes or of interest in respect of

Index Linked Interest Notes will be calculated by reference

to such index and/or formula or to changes in the prices of

securities or commodities or to such other factors as the

Issuer and the relevant Dealer may agree.

Dual Currency Notes: Payments (whether in respect of

principal or interest and whether at maturity or otherwise) in

respect of Dual Currency Notes will be made in such

currencies, and based on such rates of exchange, as the

Issuer and the relevant Dealer may agree.

Partly Paid Notes: The Issuer may issue Notes in respect

of which the issue price is paid in separate instalments in

such amounts and on such dates as the Issuer and the

relevant Dealer may agree.

Notes redeemable in instalments: The Issuer may issue

Notes which may be redeemed in separate instalments in

such amounts and on such dates as the Issuer and the

relevant Dealer may agree.

The Issuer and the Guarantors may agree with any Dealer

and the Trustee that Exempt Notes may be issued in a form

not contemplated by the Terms and Conditions of the

Notes, in which event the relevant provisions will be

included in the applicable Final Terms.

Zero Coupon Notes:

Zero Coupon Notes will be offered and sold at a discount to

their nominal amount and will not bear interest.

Redemption:

Notes other than Exempt Notes will be redeemed on their

stated maturity at 100 per cent. of their nominal amount.

Exempt Notes will be redeemed on their stated maturity at

the amount specified in, or determined in the manner

specified in, the applicable Final Terms.

The applicable Final Terms will indicate either that the

relevant Notes cannot be redeemed prior to their stated

maturity (other than in the case of Exempt Notes in

specified instalments, if applicable, or for taxation reasons

or following an Event of Default) or that such Notes will be

redeemable at the option of the Issuer and/or the

Noteholders upon giving notice to the Noteholders or the

Issuer or upon the occurrence of certain change of control

events relating to GEP or the Management Company on a

date or dates specified prior to such stated maturity and at

a price or prices and on such other terms as may be agreed

between the Issuer and the relevant Dealer.

Notes having a maturity of less than one year may be

subject to restrictions on their denomination and

distribution, see “Certain Restrictions - Notes having a

maturity of less than one year” above.

Denomination of Notes:

The Notes will be issued in such denominations as may be

agreed between the Issuer and the relevant Dealer and as

indicated in the applicable Final Terms save that the

minimum denomination of each Note will be such amount

as may be allowed or required from time to time by the

relevant central bank (or equivalent body) or any laws or

regulations applicable to the relevant Specified Currency,

see “Certain Restrictions - Notes having a maturity of less

than one year” above, and save that the minimum

denomination of each Note will be not less than €150,000

(or, if the Notes are denominated in a currency other than

euro, the equivalent amount in such currency).

Taxation:

All payments in respect of the Notes will be made without

deduction for or on account of withholding taxes imposed

by any Tax Jurisdiction as provided in Condition 8. In the

event that any such deduction is made, the Issuer or, as the

case may be, the relevant Guarantor will, save in certain

limited circumstances provided in Condition 8, be required

to pay additional amounts to cover the amounts so

deducted.

Financial Covenants:

So long as any of the Notes remains outstanding, the

Issuer and the Guarantors will be subject to certain financial

covenants, as further described in Condition 4.

Cross Acceleration:

The terms of the Notes will contain a cross acceleration

provision as further described in Condition 10.

Status of the Notes:

The Notes will constitute direct, unconditional,

unsubordinated and unsecured obligations of the Issuer

and will rank pari passu among themselves and (save for

certain obligations required to be preferred by law) equally

with all other unsecured obligations (other than

subordinated obligations, if any) of the Issuer, from time to

time outstanding.

Notes Guarantee:

The Notes will be unconditionally and irrevocably

guaranteed on a joint and several basis by each of the

Guarantors (the Notes Guarantee). The obligations of each

Guarantor under the Notes Guarantee will be direct,

unconditional, unsubordinated and unsecured obligations of

such Guarantor and (save for certain obligations required to

be preferred by law) will rank equally with all other

unsecured obligations (other than subordinated obligations,

if any) of such Guarantor, from time to time outstanding.

Rating:

The Programme is rated Baa1 by Moody’s and BBB by

S&P. Series of Notes issued under the Programme may be

rated or unrated. Where a Series of Notes is rated, such

rating will be disclosed in the applicable Final Terms and

will not necessarily be the same as the ratings assigned to

the Programme and/or GEP. A security rating is not a

recommendation to buy, sell or hold securities and may be

subject to suspension, reduction or withdrawal at any time

by the assigning rating agency.

Approval, Admission to Trading

and Listing:

Application has been made to the CSSF to approve this

document as a base prospectus. Application has also been

made for Notes issued under the Programme to be listed

on the Official List of the Luxembourg Stock Exchange and

admitted to trading on the regulated market of the

Luxembourg Stock Exchange.

Notes may be listed or admitted to trading, as the case may

be, on other or further stock exchanges or markets agreed

between the Issuer and the relevant Dealer in relation to

the Series. Exempt Notes which are neither listed nor

admitted to trading on any market may also be issued.

The applicable Final Terms will state whether the relevant

Notes are to be listed and/or admitted to trading and, if so,

on which stock exchanges and/or markets.

Governing Law:

The Notes and any non-contractual obligations arising out

of or in connection with the Notes will be governed by, and

shall be construed in accordance with, English law.

Selling Restrictions:

There are restrictions on the offer, sale and transfer of the

Notes in the United States, the EEA (including the

Netherlands and the UK), Switzerland and Japan and such

other restrictions as may be required in connection with the

offering and sale of a particular Tranche of Notes, see

“Subscription and Sale”.

United States Selling

Restrictions:

Regulation S, Category 2. TEFRA C or D/TEFRA not

applicable, as specified in the applicable Final Terms.

RISK FACTORS

The Issuer and the Guarantors believe that the following factors may affect their ability to fulfil

their respective obligations in respect of Notes issued under the Programme. These factors are

contingencies which may or may not occur and neither the Issuer nor the Guarantors are in a

position to express a view on the likelihood of any such contingency occurring.

The Issuer and the Guarantors believe that the factors described below represent the principal

risks inherent in investing in Notes issued under the Programme. In purchasing Notes, investors

assume the risk that the Issuer and/or one or more Guarantors may become insolvent or

otherwise be unable to make all payments due in respect of the Notes. There is a wide range of

factors which individually or together could result in the Issuer and/or the Guarantors becoming

unable to make all payments due in respect of the Notes. It is not possible to identify all such

factors or to determine which factors are most likely to occur, as the Issuer and the Guarantors

may not be aware of all relevant factors and certain factors which they currently deem not to be

material may become material as a result of the occurrence of events outside the Issuer’s and

the Guarantors’ control. The Issuer and the Guarantors have identified in this Base Prospectus

a number of factors which could materially adversely affect their businesses and ability to make

payments due under the Notes. In addition, factors which are material for the purpose of

assessing the market risks associated with Notes issued under the Programme are also

described below.

Prospective investors should also read the detailed information set out elsewhere in this Base

Prospectus and reach their own views prior to making any investment decision.

References in this Risk Factors section to the “Group” are to the “Group” as defined in Condition

FACTORS THAT MAY AFFECT THE ISSUER’S ABILITY OR A GUARANTOR’S ABILITY TO

FULFIL ITS OBLIGATIONS UNDER THE NOTES ISSUED UNDER THE PROGRAMME OR

UNDER THE NOTES GUARANTEE, AS APPLICABLE

Risks relating to the markets in which the Group operates generally

GEP could be adversely affected by economic conditions, fluctuations in both the value

and the rental income of the Portfolio and other factors

The results of the operations of the Group may be materially adversely affected by a number of

factors including:

 rental income generated from the property and the expenses incurred in the operations;

 the conditions in the national and local economy, such as growth in gross domestic

product, employment trends and the level of inflation and interest rates;

 local real estate conditions, such as the level of demand for, and supply of, industrial

property and business space;

 the availability of financing;

 the perception of prospective customers of the attractiveness and convenience of the

relevant property;

 the financial condition of customers;

 high vacancy rates;

 potential environmental or other legal liabilities;

 unforeseen capital expenditures;

 rising operational costs such as energy costs;

 external factors, including major world events, such as war and terrorist attacks, and

natural disasters, such as floods and earthquakes; and

 changes in laws and governmental regulations, including tenancy, zoning, planning,

environmental or tax laws.

An adverse change in any of the factors listed above could have a material adverse effect on

the results of the operations of the Group and in turn the ability of the Issuer and/or the

Guarantors to service their respective obligations under the terms of the Notes or the Notes

Guarantee, as applicable.

The Group has exposure to risks in relation to the EU and the Eurozone

The Group’s operations and the Portfolio are located exclusively in continental Europe. In recent

years, concerns about credit risk (including that of sovereigns) in many European countries

have continued. This is particularly the case in southern Europe. As at 30 June 2016, 1.7 per

cent. of the Portfolio was located in Italy and Spain while none of the Portfolio was located in

Portugal, Greece or Ireland. Sovereign debt defaults and the exit of Member State(s) from the

EU and/or from the group of Member States of the EU which have adopted the euro as their

lawful common currency (the Eurozone) could have a material adverse effect on the Group’s

ability to make investments and perform its operations, including but not limited to: the

availability of credit to acquire or dispose of properties; uncertainty and disruption in relation to

financing and customer and supply contracts denominated in euro; wider economic disruption in

markets in which the Group operates; and austerity and other measures introduced to limit or

contain these issues themselves leading to economic contraction and resulting in adverse

effects for the Group and its investments. GEP is denominated in euro, as are likely to be most

of the Group’s investments, and legal uncertainty about the satisfaction of obligations to fund

commitments in euro following any break-up of or exits from the EU or the Eurozone

(particularly in the case of investors or investments domiciled in affected countries) could also

have a material adverse effect on GEP and the rest of the Group, and consequently the Issuer’s

and/or the Guarantors’ ability to service their respective obligations under the Notes or the

Notes Guarantee, as applicable.

A decline in the Logistics sector as a whole may adversely affect the Group’s business

The Group’s investments are concentrated in the Logistics sector. Any economic downturn in

the Logistics sector or any sub-sector of it may adversely affect the operations and financial

performance of the Group and this may have a material adverse effect on the ability of the

Issuer and/or the Guarantors to service their respective obligations under the terms of the Notes

or the Notes Guarantee, as applicable.

Risks relating to the Group’s business

The Issuer is a finance vehicle

The Issuer was created as a special purpose vehicle to raise debt on behalf of the Group. Its

primary business activity is the issue of Notes, the lending of the proceeds of any Note issue(s)

to the Group, the receipt of loan repayments from members of the Group, the servicing of its

obligations under the Notes and certain activities ancillary thereto. The Issuer’s only material

assets are its right to receive repayment of the loan(s) by which it has lent the proceeds of the

Note issue(s) to other members of the Group. The ability of the Issuer to meet its obligations

under the Notes and to pay its other expenses is therefore dependent on its receipt of

repayments from other members of the Group and/or the performance by the Guarantors of

their respective obligations under the Notes Guarantee. Other than the foregoing, the Issuer

does not have any significant funds available to it to meet its obligations under the Notes.

Real estate investments are not as liquid as other types of assets, which may affect the

Group’s ability to react promptly to certain changes

Real estate investments are not as liquid as other types of investment and this lack of liquidity

may limit the Group’s ability to react promptly to changes in economic or other conditions. For

example, the Group may not be able to sell properties at prices that reflect their current market

value or at all in the event of a downturn in the market. In addition, significant expenditures

associated with real estate investments, such as mortgage payments, real estate taxes and

maintenance costs, are relatively fixed, despite circumstances causing a reduction in income

from such investments. Certain costs are also incurred in the sale of real estate properties,

which can significantly reduce the proceeds received by the Group from any such sales of

properties.

The Group is subject to leverage restrictions under the Management Regulations (see Selected

Financial Information) and in respect of financing arrangements (including the Programme). If

the Group is required to sell assets to repay debt to comply with these leverage restrictions, the

lack of liquidity of property investments may have a material adverse effect on its ability to do so

or its ability to achieve market prices in such a sale, which may have a material adverse effect

on the ability of the Issuer and/or the Guarantors to service their respective obligations under

the terms of the Notes or the Notes Guarantee, as applicable. The Group may also be required

to investigate alternative methods to manage leverage, including, for example, raising equity.

There can be no assurance that such alternatives will be available to the Group. Taking any of

these measures may have a material adverse effect on the ability of the Issuer and/or the

Guarantors to service their respective obligations under the terms of the Notes or the Notes

Guarantee, as applicable.

Maintenance and redevelopment costs could negatively affect the results of the

operations of the Group

The Group’s maintenance, refurbishment and redevelopment costs could have a material

adverse effect on the Group’s results of operations and the ability of the Issuer and/or the

Guarantors to service their respective obligations under the terms of the Notes or the Notes

Guarantee, as applicable. If the Group does not carry out maintenance, refurbishment and

redevelopment, its properties may become less attractive to customers and rental yields may

fall. Additionally, the Group may need to expend additional funds to keep its ageing properties (if

any) in adequate repair.

The Group’s consolidated balance sheet and income statement may be significantly

affected by fluctuations in the fair market value of the Group’s properties as a result of

revaluations

The Group’s properties are independently revalued periodically, and any increase or decrease

in the value of its properties is recorded in GEP’s income statement in the period during which

the revaluation occurs. As a result, the Group can have significant non-cash gains and losses

from period to period, depending on the change in fair market value of its properties, whether or

not such properties are sold. Any such fluctuations could have an adverse effect on the Group’s

financial condition and results of operations. Furthermore, in periods of economic volatility

and/or low market liquidity, it can become more difficult for independent valuers to prepare an

assessment of the fair market value of properties and this can in turn create uncertainty

regarding how the Group’s properties are valued which might adversely affect the Group’s

financial position and have a material adverse effect on the Issuer’s and/or the Guarantor’s

ability to service their respective obligations under the Notes or the Notes Guarantee, as

applicable.

A valuation is an estimate of the fair value of the property and valuers rely on a variety of

assumptions when appraising properties. Valuations do not therefore necessarily represent the

price at which the property could be sold in the open market, which could adversely affect the

value of the Portfolio and therefore have a material adverse effect on the ability of the Issuer to

service its obligations under the terms of the Notes.

Annualised incomes or figures may not reflect actual results

Any annualised figure provided in this Base Prospectus is for illustration only and may not

reflect actual results, which could differ significantly.

The Group faces significant competition in each of its markets

The Group has a number of competitors in Europe. Its competitors include local companies

owning distribution facilities and other companies that own, or seek to own, distribution facilities

across a number of countries in Europe. Competitors may own or operate distribution facilities

that are more conveniently located, have more suitable space, or are otherwise more attractive

to potential customers. Some of these competitors also have significant resources. Competition

may result in a reduction of rental income or the Group incurring increased costs to refurbish or

build distribution facilities that are more attractive to current or potential customers. Competition

may increase as companies seek to attract or retain customers. The impact of competition may

have a material adverse effect on the Group’s financial condition, results of operations and the

ability of the Issuer and/or the Guarantors to service their respective obligations under the terms

of the Notes or the Notes Guarantee, as applicable.

Loss of the right of first refusal over Goodman’s development pipeline

A key component to the Group’s Investment Strategy is the right of first refusal over Goodman’s

continental European development pipeline. The right of first refusal is contained in the

Relationship Deed (as defined, and as further described, in Service Agreements – Relationship

Deed) and, to the extent that agreement is terminated (for example, as a result of the removal of

the Management Company as the management company of GEP), then the right of first refusal

will no longer be made available to GEP. Such an event may affect the Group’s ability to source

favourable investment opportunities and may have a material adverse effect on the ability of the

Issuer and/or the Guarantors to service their respective obligations under the terms of the Notes

or the Notes Guarantee, as applicable.

Nature as a fund and removal of the Management Company

GEP is an externally managed investment fund, domiciled and regulated in Luxembourg and

reserved for Well-Informed Investors. The structure, governance and management of GEP are

regulated under a number of agreements, including the Management Regulations, Property

Services Agreement and Relationship Deed. There can be no guarantee that the terms of these

agreements will not change in the future, which could have a material impact upon the

profitability of GEP.

Under the Management Regulations, Unitholders can remove the Management Company as

the management company of GEP in certain circumstances (for example, where a court of first

instance has declared the Investment Adviser bankrupt or insolvent or following a change of

control of Goodman or the Management Company). In such circumstances, the removal of the

Management Company as the management company of GEP will allow Goodman to terminate

the Relationship Deed and the other service contracts it has with GEP, such as the Investment

Advisory Agreement and the Property Services Agreement. The loss of such contracts may

negatively affect the management of GEP, the Group and/or the Portfolio and this may have a

material adverse effect on the ability of the Issuer and/or the Guarantors to service their

respective obligations under the terms of the Notes or the Notes Guarantee, as applicable.

Under the Management Regulations the Management Company is obliged to undertake

periodic reviews to identify which if any Unitholders may wish to exit their investments in GEP.

To the extent that one or more Unitholders seek to exit their investment in GEP the

Management Company may choose to facilitate the Unitholder request via a redemption of the

Units. Should Units be redeemed, the financing of the redemption via sales of investment

properties or other means may have an adverse impact upon the profitability of GEP.

Development risk

The Group may undertake limited on balance sheet developments. Risks associated with such

developments may include:

 the Group’s development projects may be subject to the hazards and risks normally

associated with the construction and development of commercial real estate, any of

which could result in increased costs and/or damage to persons or property;

 planning permissions for developments may be delayed or refused or granted on

onerous terms, which would result in a development not proceeding as intended and

potentially increased costs;

 failure to find suitable funding for proposed developments could mean the Group is

unable to take advantage of development opportunities;

 failure to fully let the property prior to completion of the development;

 a development project may be delayed or unsuccessful, with the investment cost

exceeding the value of the project on completion; and

 a failure of the asset to generate income in these circumstances.

The occurrence of one or more of the events described above could adversely affect the

Group’s financial condition, results of operations, future prospects, cash flow and the ability of

the Issuer and/or the Guarantors to service their respective obligations under the terms of the

Notes or the Notes Guarantee, as applicable.

Acquisition risk

The acquisition of properties involves risks, including the risk that the acquired property will not

perform as anticipated and the risk that any actual costs for rehabilitation, repositioning,

renovation and improvements identified in the pre-acquisition due diligence process will exceed

estimates. While GEP’s policy is to undertake appropriate due diligence to assess these risks,

unexpected problems and latent liabilities or contingencies such as the existence of hazardous

substances, for example asbestos or other environmental liabilities, may still emerge. Further,

the Group may end up bearing due diligence costs and pay a deposit without the transaction

reaching completion, and thus there is an associated cost with pursuing such opportunities.

Should any such risks materialise, the revenues and results of operations of the Group could be

adversely affected and this may have a material adverse effect on the ability of the Issuer and/or

the Guarantors to service their respective obligations under the terms of the Notes or the Notes

Guarantee, as applicable.

Disposal risk

The Group may decide to dispose of one or more properties (make a Disposal). A Disposal

may expose the Group to risks relating to both the Disposal itself and the financial position of

the Group following the Disposal. The Group’s ability to make a Disposal on favourable terms or

for a favourable price is affected by market conditions beyond the Group’s control. As such,

proceeds from the Disposal may differ from the book value of the property as reflected in the

Group’s financial statements. This may have an adverse impact upon the profitability and credit

worthiness of the Group. The process of selling a property may cause the Group to incur costs

which will affect the net proceeds of a sale, and may also apply in the event that the Disposal is

not completed. The Group may have to make certain representations and warranties in respect

of a sold property, which could result in a future financial liability for the Group. A Disposal will

affect the characteristics of the Group’s remaining investment portfolio; in respect of a significant

number of Disposals this impact could be material.

The Group could also find itself unable to make a Disposal due to lack of demand. If the Group

is unable to generate proceeds through Disposals, or if there is a material delay in effecting

Disposals, this may adversely impact the liquidity and cash flow of the Group and therefore its

ability to service its obligations under the terms of the Notes.

Leverage and refinancing risk

As of 30 June 2016 the Group had €918 million of drawn interest-bearing liabilities and, in

accordance with the Management Regulations and Investment Guidelines, intends to continue

to use debt strategically as a means of optimising returns on its investments. Additional

borrowing may be required to make further investments in existing assets and/or to refinance

outstanding debt. As a result, the Group will be exposed to refinancing risks, including the risks

that available funds will be insufficient to meet required payments and the risk that existing

indebtedness will not be refinanced or additional debt obtained or that the terms of such

refinancing or additional debt will not be as favourable as the terms of existing indebtedness.

There are no assurances that the Group will be able to refinance any loan amount on maturity

for a variety of reasons including, but not restricted to, limitations within the banks themselves,

or the general availability of credit within local and global capital markets. Furthermore, there is

no guarantee that the Group will be able to meet its loan obligations (including principal and

interest payments) due to the illiquid nature of underlying property assets. Group indebtedness

is typically subject to financial and other covenants; such covenants may limit flexibility in the

Group’s operation and failure to meet such covenants could have a material adverse effect

upon the Group including in respect of its ability to make payments under the Programme.

The Group’s return on investments and its cash flow may be reduced to the extent that changes

in market conditions cause the cost of its borrowings to increase relative to the value of the

income that can be derived from the Portfolio, or if its financing costs exceed the income

received by the Group from the investments funded with the relevant debt. The ability of the

Issuer and/or the Guarantors to service their respective obligations under the terms of the Notes

or the Notes Guarantee, as applicable, may therefore be materially adversely affected.

Reliance on lease payments and exposure to key customers

The Portfolio is let to a range of occupiers in various economic sectors. However, given the

nature of the Logistics market, and the continued trend of consolidation among Logistics

operators, there are a number of very large participants who have significant requirements for

Logistics space in Europe. This means that the Group has an element of customer

concentration risk in its Portfolio. As at 30 June 2016, 46.1 per cent. of Portfolio income was

derived from the Group’s ten largest customers, with 25.3 per cent. deriving from the Group’s

three largest customers, Amazon, DB Schenker and Kuehne + Nagel. In the event that a

significant customer was to suffer damage to its own business such as insolvency or any other

material effect which had the impact that it ceased to be able to continue to pay its rent, the

Group may have a material credit exposure.

The Group seeks to mitigate this risk, to the extent possible, by investigating the occupier credit

strength at lease commencement, seeking parent or bank guarantees where appropriate, and

working to minimise the level of customer concentration. The financial situation of the Group’s

customers is also reviewed regularly to monitor this risk. Nevertheless, the Group may be

adversely affected if a significant number of its customers or a major customer is unable to meet

their, or its, lease obligations. At any time, a customer may experience a downturn in its

business that may weaken its financial condition. As a result, customers may fail to make rental

payments when due or require a restructure of their lease terms, or may declare bankruptcy or

enter into liquidation, any of which may reduce cash flow from their lease. In the event of a

default by a significant number of the Group’s customers or a default by any of its major

customers on all or a significant portion of their leases, the Group may suffer decreased rents

and incur substantial costs in enforcing its rights as a landlord, which may adversely affect its

results of operations and have a material adverse effect on the ability of the Issuer and/or the

Guarantors to service their respective obligations under the terms of the Notes or the Notes

Guarantee, as applicable.

The Group’s business depends on its ability to renew leases or lease available space

The Group’s business and results of operations depends on its ability to lease, on economically

favourable terms, the assets comprising the Portfolio. The number of Logistics properties

available in a market or sub- market could adversely affect both the Group’s ability to lease

available space and the rental rates that could be obtained in new leases. Upon the expiration

of leases relating to properties within the Portfolio, existing customers may elect not to, or be

prevented from, renewing the leases and it is possible that the relevant property may not be re-

leased to new customers or that the terms of renewal or re-leasing (including the cost of

required renovations or concessions to customers) may be less favourable to the Group than

current lease terms. Should the Group be unable to lease a property following the completion of

the property or following the expiration of a lease, or only be able to lease it on less favourable

terms, this may have a material adverse effect on the results of operations of the Group and on

the ability of the Issuer and/or the Guarantors to service their respective obligations under the

terms of the Notes or the Notes Guarantee, as applicable. Significant expenses associated with

real estate investments, such as mortgage payments, taxes, and maintenance costs, are not

generally reduced in the event of a reduction or interruption of rental income from such

investments.

The Group’s insurance does not cover all potential losses and may cease to be

affordable or available

To the extent available, the Group aims to maintain insurance to cover its interests in the

Portfolio:

 against all normally insurable risks of loss or damage;

 for loss of rent arising due to damage caused by normally insurable risks for a period of

not less than two years; and

 against acts of sabotage and terrorism, including any third party liability arising from

such acts.

The Group currently also maintains public liability insurance over the properties in the Portfolio.

Any such insurance is arranged on terms and conditions that are consistent with market

practice, following consultation with insurance brokers engaged in European real estate, and is

renewed annually. It may be or become either impossible or uneconomical to insure the

Portfolio, particularly regarding coverage for certain types of risk (such as war, nuclear events,

terrorism, civil disturbances, earthquake, flood, environmental matters and customer rent

default) in some or all territories in which the Group holds investments. In addition, in the event

that the Group does not pay the insurance premiums when due or takes, or fails to take, any

action which voids the insurance policies, the Group might not have the benefit of the applicable

insurance policies. In the event of an uninsured loss, or a loss in excess of insured limits, the

Group may lose both its capital invested in, and the return expected from, the investments

concerned, while remaining liable with respect to indebtedness and other obligations incurred in

connection with such investments. If any such event were to occur, the ability of the Issuer

and/or the Guarantors to service their respective obligations under the Notes or the Notes

Guarantee, as applicable, may be materially adversely affected.

Environmental risk

Various laws may require current or previous owners or occupiers of property to investigate

and/or clean up hazardous or toxic substances. Owners or occupiers may also be obliged to

pay for property damage and for investigation and clean-up costs incurred by others in

connection with such substances. Such laws typically impose clean-up responsibility and liability

having regard to whether such owners or occupiers knew of, or caused, the presence or escape

of the substances. Even if more than one person may have been responsible or liable for the

contamination, each person caught by the relevant environmental laws may be held responsible

for all of the clean-up costs incurred.

In addition, third parties may bring legal proceedings against a property’s current or previous

owner, occupier or other party in control of such property for damages and costs resulting from

substances emanating from that property. These damages and costs may be substantial. The

presence of substances on a property could also result in personal injury or similar claims by

private claimants.

If any member of the Group was found to be liable for any such claims or removal or

remediation costs or damages, the Group’s results of operations and cash flow, and therefore

the ability of the Issuer and/or the Guarantors to service their respective obligations under the

Notes or the Notes Guarantee, as applicable, could be adversely affected.

Neither the Issuer nor any of the Guarantors is currently aware of any environmental liability that

it believes would have a material adverse effect on its business, financial condition or results of

operations. However, the Issuer and the Guarantors cannot give any assurance that such

conditions do not exist or may not arise in the future. The presence of such hazardous

substances or other conditions in the Portfolio could adversely affect the Group’s ability to sell

its real estate investments or to borrow using such investments as collateral, and clean-up or

regulatory costs may also have a material adverse effect on the Group’s cash flow and therefore

the ability of the Issuer and/or the Guarantors to service their respective obligations under the

Notes or the Notes Guarantee, as applicable.

Moreover, the Group is subject to the risk that environmental laws and regulations may become

more onerous over time, which could in turn create additional costs and limit the Group’s future

activities.

Exposure to service providers

The Group uses service providers in connection with its business and the Portfolio. Although

GEP carefully selects the service providers to the Group (including Goodman as the Property

Manager and Investment Adviser), it cannot be excluded that the institutions, including

brokerage firms, banks and property services providers, with which the Group does business, or

to which assets have been entrusted for custodial purposes, will encounter financial difficulties

that may impair their operational capabilities. Any adverse effect on the financial situation or

operational capabilities of a service provider may cause substantial financial losses to the

Group, including, but not limited to, the costs of terminating the relevant arrangement and

replacing such service provider, and this may have a material adverse effect on the ability of the

Issuer and/or the Guarantors to service their respective obligations under the terms of the Notes

or the Notes Guarantee, as applicable.

Multi-jurisdictional investment

The Group’s primary objective is to invest in property located in different jurisdictions across

continental Europe. While such geographic diversification creates greater opportunities for

investment and may dilute individual market risk, each of these jurisdictions has a distinct

economic, political, social, cultural, business, industrial and labour environment and specific

sets of laws, regulations, accounting practices and business customs. Real estate law and

practice may vary considerably from one jurisdiction to another, and in particular there are

considerable differences in practice between civil law and common law countries. As a result, no

single method of investing in property and managing property investments can be applied

uniformly, or be expected to produce uniform results, across all jurisdictions concerned.

Noteholders could be effectively subordinated to creditors of the Group’s non-Guarantor

subsidiaries

The Issuer and the Guarantor’s ability to make payments under the Notes and the Notes

Guarantee, as applicable, will depend, at least in part, upon their receipt of repayments,

dividends, distributions, interest payments and/or advances from members of the Group which

are not Guarantors (the non-Guarantor Group). The ability of such non-Guarantor Group

members to pay dividends and other amounts to the Issuer and/or the Guarantors may be

subject to their profitability and to applicable law or restrictions on the payment of dividends and

other amounts contained in relevant financing or other agreements to which those subsidiaries

are party. Claims of creditors of such companies will have priority as to the assets of such

companies over the Issuer, the Guarantor and their creditors, including Noteholders.

Consequently, payments under the Notes and the Notes Guarantee are effectively structurally

subordinated to all existing and future liabilities and obligations of each member of the non-

Guarantor Group. However, the obligations of the Issuer and the Guarantors to make payments

under the Notes and the Notes Guarantee, as applicable, rank pari passu with their obligations

to make repayments under any unsecured interest rate swaps to the extent such are

outstanding. As of 30 June 2016, the non-Guarantor Group members had a €18 million crédit

bail maturing in 2027 in relation to one property in France.

The Group may face competition from Goodman or its Affiliates

Goodman and other funds managed by Goodman may have investment objectives and policies

comparable with those of the Group and may be in competition with the Group. The Group has

Management Regulations, related party policies and conflicts of interest policies in place that

seek to identify and manage conflicts of interest between Goodman and the Group. However,

there can be no assurance that conflicts of interest may not arise and any such conflicts or

competition could have an adverse effect on revenues of the Group, and this could have a

material adverse effect on the ability of the Issuer and/or the Guarantors to service their

respective obligations under the terms of the Notes or the Notes Guarantee, as applicable.

Stand-alone financial statements for each Guarantor have not been included in this Base

Prospectus

This Base Prospectus does not include or incorporate the stand-alone historical financial

statements of any Guarantor. It does, however, incorporate the audited consolidated annual

financial statements of GEP for the financial years ended 31 December 2014 and 31 December

2015 and the unaudited consolidated financial report of GEP as at 30 June 2016. Stand-alone

financial statements for each Guarantor have not been included in this Base Prospectus

because each Guarantor (other than GEP) is, directly or indirectly, a wholly-owned subsidiary of

GEP. Each Guarantor (other than GEP) acts as an intermediate holding company and does not

undertake any operational activities. The audited consolidated annual financial statements of

GEP provide a true and fair view of the comprehensive income, financial position and cash

flows of GEP and its subsidiaries (including the Guarantors other than GEP) and separate

historical financial statements for each other Guarantor have therefore not been included in this

Base Prospectus.

Legal, regulatory and taxation risk

Legal risk

The Group must comply with legal requirements, including requirements imposed by securities

laws and company laws, planning regulations, construction and operating permits and licences,

laws relating to international sanctions, health and safety regulations, environmental

regulations, lease laws, labour regulations and corporate and tax laws, in various jurisdictions.

In particular the EU Directive on Alternative Investment Fund Managers (the AIFM Directive)

has changed the regulatory requirements to which GEP’s operations are subject. The AIFM

Directive has resulted and may continue to result in increased regulatory requirements for GEP,

the Management Company and other service providers and increased expenses may be borne

by GEP going forward as a consequence.

Changes in law, the regulatory framework and/or the loss of benefits associated with a status or

an authorisation could require that the Group adapt its business activities, its assets or its

strategy (including geographical presence), possibly leading to a material significant impact in

the value of the Portfolio and/or its results, an increase in its expenses and/or a slowing or even

halting of the development of certain investment or letting activities, and this may have a

material adverse effect on the ability of the Issuer and/or the Guarantors to service their

respective obligations under the terms of the Notes or the Notes Guarantee, as applicable.

Litigation risk

In the normal course of its operations, the Group could from time to time be involved in legal

and other disputes (including industrial disputes). This may also lead to adverse publicity for the

Group. Any litigation or adverse publicity may have a material adverse effect on the Group’s

business, reputation, financial condition, earnings, operating results and/or the value of its

assets, which in turn may adversely affect the Issuer’s and/or the Guarantors’ ability to service

their respective obligations under the Notes or the Notes Guarantee, as applicable.

Taxation risk

Maintaining a tax-efficient structure is an important factor affecting operating results. GEP holds

the Portfolio through a number of subsidiaries and other investment vehicles and endeavours to

operate in a tax- efficient manner. However, tax charges and withholding taxes in various

jurisdictions in which GEP may invest will affect the level of intercompany loan payments,

distributions or other payments made to it. Changes in tax treaties, laws, regulations or

interpretations by tax authorities could increase tax liabilities and/or require changes in GEP’s

structure, which could negatively affect the ability of the Issuer and/or the Guarantors to service

their respective obligations under the terms of the Notes or the Notes Guarantee, as applicable.

No assurance can be given as to the level of taxation which may be incurred by the Issuer or

the Guarantors.

The Group may be jointly held liable to French 3 per cent. Tax

According to article 990D et seq. of the French Tax Code, legal entities, organisations, trusts or

similar institutions which directly or indirectly own real estate assets or certain rights over real

estate assets located in France are liable for an annual tax equal to 3 per cent. of the market

value of French real estate or rights over such real estate that they own (French 3 per cent.

Tax). GEP is not listed on a recognised stock exchange and will therefore not qualify for the

listing exemption (Article 990E 2° b of the French Tax Code).

Accordingly, any Unitholder will not automatically be exempt from French 3 per cent. Tax in

respect of its interest in GEP, although other exemptions may apply to that Unitholder.

If a Unitholder should fail to qualify for one of the exemptions from the French 3 per cent. Tax, or

should fail to fulfil its obligations in respect of filings and payment of the French 3 per cent. Tax,

this would potentially generate a tax liability for GEP or any of its subsidiaries in the ownership

chain of the French real estate, which could adversely affect the Issuer’s and/or the Guarantors’

ability to service their respective obligations under the Notes or the Notes Guarantee, as

applicable.

The insolvency laws of Luxembourg may not be as favourable to prospective investors

as insolvency laws of jurisdictions with which such investors may be familiar and may

preclude holders of the Notes from recovering payments due on the Notes

The Management Company (in its capacity as a Luxembourg management company acting for

the account of GEP), GELF European Holdings (Lux) S.À R.L. and GELF Investments (Lux) S.À

R.L. (together, the Luxembourg Guarantors) and the Issuer are incorporated and have their

centre of main interests in Luxembourg. Accordingly, insolvency proceedings with respect to the

Issuer and the Luxembourg Guarantors may proceed under, and be governed by, Luxembourg

insolvency laws. The insolvency laws of Luxembourg may not be as favourable to investors’

interests as those of other jurisdictions with which investors may be familiar and may limit the

ability of Noteholders to enforce the terms of the Notes. Insolvency proceedings may have a

material adverse effect on the Issuer’s or the Luxembourg Guarantors’ business and assets and

their respective obligations under the Notes or the Notes Guarantee, as applicable.

The insolvency laws of the Netherlands may not be as favourable to prospective

investors as insolvency laws of other jurisdictions

C€LOGIX N.V. and C€LOGIX Properties Holding B.V. (each, a Dutch Guarantor) are

incorporated in the Netherlands. Where a Dutch Guarantor has its “centre of main interests” or

an “establishment” in the Netherlands, it can be subjected to insolvency proceedings in this

jurisdiction. Such insolvency proceedings applicable to each Dutch Guarantor will be governed

by Dutch insolvency laws, subject to certain exceptions as provided for in the EU Insolvency

Regulation. Dutch insolvency laws are different from the insolvency laws of other jurisdictions,

and this may limit a prospective investor’s ability to recover payments due on the Notes to an

extent exceeding the limitations arising under other insolvency laws.

The guarantee given by each Luxembourg Guarantor may be limited

Subject as provided in the sentence that follows, the obligations and liabilities of a Luxembourg

Guarantor in respect of the Notes, including under the Notes Guarantee, are limited to an

aggregate amount not exceeding 90 per cent. of that Luxembourg Guarantor’s net assets or, as

the case may be, current unit value, as defined in accordance with Article 10.2 of the

Management Regulations. However, this limitation of the obligations and liabilities of a

Luxembourg Guarantor does not extend to the obligations incurred by a direct or indirect

Subsidiary of that Luxembourg Guarantor (which, at the time of this Base Prospectus, would

include the Notes Guarantee granted by GEP, as the Issuer is an indirect subsidiary of GEP). As

a result, recourse under the Notes Guarantee to any Luxembourg Guarantor of which the Issuer

is not a direct or indirect Subsidiary will be limited to an amount which is less than the total

assets of that Luxembourg Guarantor.

Dutch fraudulent conveyance laws and other limitations on the validity and enforceability

of the Notes Guarantee may adversely affect its validity and enforceability

A potential investor may not be able to enforce, or recover any amounts under, the Notes

Guarantee of any Dutch Guarantor due to restrictions on the validity and enforceability of

guarantees under Dutch law.

Under Dutch law, receipt of any payment under a guarantee may be affected by (a) the

standards of reasonableness and fairness (maatstaven van redelijkheid en billijkheid); (b) force

majeure (niet-toerekenbare tekortkoming) and unforeseen circumstances (onvoorziene

omstandigheden); and (c) the other general defences available to debtors under Dutch law in

respect of the validity, binding effect and enforceability of such guarantee. Other general

defences include claims that a guarantee should be voided because it was entered into through

undue influence (misbruik van omstandigheden), by fraud (bedrog), under duress (bedreiging)

or in error (dwaling).

The validity and enforceability of a guarantee may also be successfully contested by a Dutch

company (or its receiver in bankruptcy) on the basis of an ultra vires claim. Such a claim will be

successful if both (i) the granting of a guarantee does not fall within the scope of the objects

clause as set out in the articles of association of the Dutch company (doeloverschrijding) and (ii)

the counterparty of such Dutch company under the relevant guarantee knew or ought to have

known (without inquiry) of this fact. In determining whether the granting of a guarantee is in

furtherance of the objects and purposes of a Dutch company, a court will consider (i) the text of

the objects clause in the articles of association of such company; (ii) whether the granting of

such guarantee is in such company’s corporate interests (vennootschappelijk belang) and to its

benefit; and (iii) whether the subsistence of such company is jeopardised by the granting of

such guarantee. The mere fact that a certain legal act (rechtshandeling) is explicitly reflected in

a Dutch company’s objects clause may not be conclusive evidence that such legal act is not

ultra vires. Rather, a transaction must be in the corporate interest of a Dutch company and must

not jeopardise its subsistence in order to withstand a challenge that it is ultra vires.

Dutch law contains specific provisions dealing with fraudulent conveyance both in and outside

of bankruptcy, the so-called actio pauliana provisions. The actio pauliana offers creditors

protection against a decrease in their means of recovery. A legal act performed by a person

(including, without limitation, an agreement pursuant to which it guarantees the performance of

the obligations of a third party and any other legal act having similar effect) can be challenged in

or outside bankruptcy of the relevant person and may be nullified by the receiver in bankruptcy

in a bankruptcy of the relevant person or by any of the creditors of the relevant person outside

bankruptcy, if (i) the person performed such acts without an obligation to do so (onverplicht), (ii)

the creditor concerned or, in the case of the person’s bankruptcy, any creditor, was prejudiced in

its means of recovery as a consequence of the act, and (iii) at the time the act was performed

both the person and the counterparty to the transaction knew or should have known that one or

more of its creditors (existing or future) would be prejudiced in their means of recovery, unless

the act was entered into for no consideration (om niet) in which case such knowledge of the

counterparty is not necessary for a successful challenge on the grounds of fraudulent

conveyance.

Pursuant to Article 2:98c of the Netherlands Civil Code, a Dutch N.V. (naamloze vennootschap)

may not grant loans (leningen verstrekken), provide security (zekerheid stellen), give a price

guarantee (koersgarantie geven) or otherwise bind itself, whether jointly and severally or

otherwise with or for third parties (zich op andere wijze sterk maken of zich hoofdelijk of

anderszins naast of voor anderen verbinden) with a view to (met het oog op) the subscription or

acquisition by third parties of shares in its share capital or depository receipts. This prohibition

also applies to its subsidiaries (dochtervennootschappen). It is generally assumed that a

transaction entered into in violation of Article 2:98c of the Netherlands Civil Code is null and void

(nietig).

Financial risks

Interest rate, foreign exchange and hedging risk

The Group, through its activities, is exposed to market risks which can generate losses as a

result of fluctuations in interest rates and/or currency exchange rates. Failure to hedge

effectively against adverse fluctuations in interest rates and currency exchange rates could

negatively affect the Group’s operational results. Members of the Group are subject to the risk

of rising interest rates associated with borrowing on a floating rate basis. The Group seeks to

manage its exposure to adverse fluctuations in floating interest rates by using interest rate

hedging arrangements. The Group aims to ensure that between 80 per cent. and 110 per cent.

of the nominal amount of its outstanding debt is subject to arrangements to manage interest

rate risks. The Group’s operational results may be adversely affected if its hedges are not

effective to mitigate interest rate risks, if the Group is under-hedged or if a hedge provider

defaults on its obligations under the Group’s hedging agreements, and this may have a material

adverse effect on the ability of the Issuer and/or the Guarantors to service their respective

obligations under the terms of the Notes or the Notes Guarantee, as applicable. There can be

no assurance that the Group’s interest rate hedging arrangements or hedging policy will be

effective.

Though GEP’s business is primarily based in the Eurozone, investments of GEP may be made

in currencies other than the euro. The value of costs, assets, rents and revenues received in

these countries, when translated into euro, may be adversely affected by fluctuations in

exchange rates. Additionally, changes in the interest rates of countries outside the Eurozone

may also affect the financial position of the Group and the results of operations. Such

fluctuations in exchange rates and interest rates may consequently have a material adverse

effect on the ability of the Issuer and/or the Guarantors to service their respective obligations

under the terms of the Notes or the Notes Guarantee, as applicable.

Credit risk of financial counterparties

Credit risk is the risk that a counterparty will not meet its obligations under a financial

instrument, leading to a financial loss. Credit risk related to financial policy is likely to be heavily

concentrated and frequently contingent in nature. For the Group, credit risk generally arises as

a result of entering into derivative contracts to hedge other financial risks.

While the Group attempts to minimise credit risk and to restrict its exposure to those

counterparties who have a suitable credit rating, the number of available counterparties is

limited and therefore the Group may have significant credit exposures to specific third parties. In

the case of default by a counterparty, the Group could suffer financial loss and/or lose the

benefit from hedges signed with such counterparties, which may result in an increase in interest

rate or currency exposure and may have a material adverse effect on the ability of the Issuer

and/or the Guarantors to service their respective obligations under the terms of the Notes or the

Notes Guarantee, as applicable.

Liquidity risk

The real estate investment and development industry tends to be highly capital intensive. The

Group’s strategy may from time to time depend on its ability to raise financial resources, in the

form of either debt or equity capital, so that it can finance its ongoing activities and its

investments. It is possible (for example in the event of disruption in the bond or equity markets,

a reduction in the lending capacities of banks, changes affecting the property market or

investors’ appetites for real estate companies or assets, a downgrade in GEP’s credit rating or a

change in business activities, financial situation or the Group’s structure) that the Group could

from time to time encounter difficulties in raising funds and, as a result, lack the access to

liquidity that it needs. These events could also affect the cost of borrowing and lead to an

increase of the financial expenses of the Group, which could consequently affect the Issuer’s or

the Guarantor’s ability to service their respective obligations under the Notes or the Notes

Guarantee, as applicable. (In relation to the Group’s indebtedness, see also “Leverage and

refinancing risk” above.)

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET

RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME

Risks related to the structure of a particular issue of Notes

A range of Notes may be issued under the Programme. A number of these Notes may have

features which contain particular risks for potential investors. Set out below is a description of

the most common such features, distinguishing between factors which may occur in relation to

any Notes and those which might occur in relation to certain types of Exempt Notes.

Risks applicable to all Notes

GEP’s financial performance and other factors could adversely impact the Issuer’s ability

to make payments under the Notes

The Issuer’s ability to make scheduled payments under the Notes will depend on GEP’s

financial and operating performance, which, in turn, is subject to prevailing economic conditions

and to financial, business and other factors, some of which may be beyond the Issuer’s and/or

GEP’s control.

The Notes will constitute direct, unconditional, unsubordinated and unsecured

obligations of the Issuer and will rank pari passu among themselves

The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the

Issuer and will rank pari passu among themselves and (save for certain obligations required to

be preferred by law) equally with all other unsecured obligations (other than subordinated

obligations, if any) of the Issuer, from time to time outstanding. The Notes will effectively be

subordinated to any secured indebtedness and any other secured liabilities of the Issuer.

The obligations of each Guarantor under the Notes Guarantee will be direct,

unconditional, unsubordinated and unsecured obligations of such Guarantor

The Notes will be unconditionally and irrevocably guaranteed on a joint and several basis by

each of the Guarantors. The obligations of each Guarantor under the Notes Guarantee will be

direct, unconditional, unsubordinated and unsecured obligations of such Guarantor and (save

for certain obligations required to be preferred by law) will rank equally with all other unsecured

obligations (other than subordinated obligations, if any) of such Guarantor, from time to time

outstanding. The Notes Guarantee will effectively be subordinated to any secured indebtedness

and any other secured liabilities of the Guarantor.

If the Issuer has the right to redeem any Notes at its option, this may limit the market

value of the Notes concerned and an investor may not be able to reinvest the redemption

proceeds in a manner which achieves a similar effective return

An optional redemption feature of Notes is likely to limit their market value. During any period

when the Issuer may elect to redeem Notes, the market value of those Notes generally will not

rise substantially above the price at which they can be redeemed. This also may be true prior to

any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the

interest rate on the Notes. At those times, an investor generally would not be able to reinvest

the redemption proceeds at an effective interest rate as high as the interest rate on the Notes

being redeemed and may only be able to do so at a significantly lower rate. Potential investors

should consider reinvestment risk in light of other investments available at that time.

If the Issuer has the right to convert the interest rate on any Notes from a fixed rate to a

floating rate, or vice versa, this may affect the secondary market and the market value of

the Notes concerned

Fixed/Floating Rate Notes are Notes which may bear interest at a rate that converts from a fixed

rate to a floating rate or from a floating rate to a fixed rate. Where the Issuer has the right to

effect such a conversion, this will affect the secondary market in, and the market value of, the

Notes, since the Issuer may be expected to convert the rate when it is likely to result in a lower

cost of borrowing for the Issuer and/or the Group. If the Issuer converts from a fixed rate to a

floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less

favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same

reference rate. In addition, the new floating rate at any time may be lower than the rates on

other Notes. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the

fixed rate may be lower than then prevailing market rates.

Notes which are issued at a substantial discount or premium may experience price

volatility in response to changes in market interest rates

The market values of securities issued at a substantial discount (such as Zero Coupon Notes)

or premium to their principal amount tend to fluctuate more in relation to general changes in

interest rates than do prices for more conventional interest-bearing securities. Generally, the

longer the remaining term of such securities, the greater the price volatility as compared with

more conventional interest-bearing securities with comparable maturities.

Risks applicable to certain types of Exempt Notes

There are particular risks associated with an investment in certain types of Exempt

Notes, such as Index Linked Notes and Dual Currency Notes. In particular, an investor

might receive less interest than expected or no interest in respect of such Notes and may

lose some or all of the principal amount invested by it

The Issuer may issue Notes with principal or interest determined by reference to an index or

formula, to changes in the prices of securities or commodities, to movements in currency

exchange rates or other factors (each a Relevant Factor). In addition, the Issuer may issue

Notes with principal or interest payable in one or more currencies which may be different from

the currency in which the Notes are denominated. Potential investors should be aware that:

 the market price of such Notes may be volatile;

 they may receive no interest;

 payment of principal or interest may occur at a different time or in a different currency

than expected;

 they may lose all or a substantial portion of their principal;

 a Relevant Factor may be subject to significant fluctuations that may not correlate with

changes in interest rates, currencies or other indices;

 if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one

or contains some other leverage factor, the effect of changes in the Relevant Factor on

principal or interest payable is likely to be magnified; and

 the timing of changes in a Relevant Factor may affect the actual yield to investors, even

if the average level is consistent with their expectations. In general, the earlier the

change in the Relevant Factor, the greater the effect on yield.

The historical experience of an index or other Relevant Factor should not be viewed as an

indication of the future performance of such Relevant Factor during the term of any Notes.

Accordingly, each potential investor should consult its own financial and legal advisers about the

risk entailed by an investment in any Notes linked to a Relevant Factor and the suitability of

such Notes in light of its particular circumstances.

Where Notes are issued on a partly paid basis, an investor who fails to pay any

subsequent instalment of the issue price could lose all of his investment

The Issuer may issue Notes where the issue price is payable in more than one instalment. Any

failure by an investor to pay any subsequent instalment of the issue price in respect of his Notes

could result in such investor losing all of his investment.

Notes which are issued with variable interest rates or which are structured to include a

multiplier or other leverage factor are likely to have more volatile market values than

more standard securities

Notes with variable interest rates can be volatile investments. If they are structured to include

multipliers or other leverage factors, or caps or floors, or any combination of those features or

other similar related features, their market values may be even more volatile than those for

securities that do not include those features.

Inverse Floating Rate Notes will have more volatile market values than conventional

Floating Rate Notes

Inverse floating rate notes are notes have an interest rate equal to a fixed rate minus a rate

based upon a reference rate such as LIBOR (Inverse Floating Rate Notes). The market values

of those Notes are typically more volatile than market values of other conventional floating rate

debt securities based on the same reference rate (and with otherwise comparable terms).

Inverse Floating Rate Notes are more volatile because an increase in the reference rate not

only decreases the interest rate of the Notes, but may also reflect an increase in prevailing

interest rates, which further adversely affects the market value of these Notes.

Risks related to Notes generally

Set out below is a brief description of certain risks relating to the Notes generally:

The Conditions contain provisions which may permit their modification without the

consent of all investors and confer significant discretions on the Trustee which may be

exercised without the consent of the Noteholders and without regard to the individual

interests of particular Noteholders

The Conditions contain provisions for calling meetings of Noteholders to consider matters

affecting their interests generally. These provisions permit defined majorities to bind all

Noteholders, including Noteholders who did not attend and vote at the relevant meeting and

Noteholders who voted in a manner contrary to the majority.

The Conditions also provide that the Trustee may, without the consent of Noteholders and

without regard to the interests of particular Noteholders, agree to (i) any modification of, or to

the waiver or authorisation of any breach or proposed breach of, any of the provisions of the

Notes or (ii) determine without the consent of the Noteholders that any Event of Default or

potential Event of Default shall not be treated as such or (iii) either the substitution of another

company as principal debtor under any Notes in place of the Issuer or the substitution of

another company as a guarantor in respect of the Notes, in each case in the circumstances

described in Condition 15.

The Trustee may request Noteholders to provide an indemnity and/or security and/or

prefunding to its satisfaction

In certain circumstances (including in the case of Event of Default under Condition 10), the

Trustee may (at its sole discretion) request Noteholders to provide an indemnity and/or security

and/or prefunding to its satisfaction before it takes actions on behalf of Noteholders (see also

Condition 16 on page 123 of this Base Prospectus). The Trustee shall not be obliged to take any

such actions if not indemnified and/or secured and/or prefunded to its satisfaction.

Determination by the Calculation Agent

Under the Conditions, the Calculation Agent may make certain determinations in respect of the

Notes, which could affect the amounts payable by the Issuer on the Notes. The Conditions

specify the circumstances under which the Calculation Agent will be able to make such

determinations and adjustments. Prospective investors should be aware that any determination

made by the Calculation Agent may have an impact on the value and financial return of the

Notes.

The value of the Notes could be adversely affected by a change in English law or

administrative practice

The Conditions are based on English law in effect as at the date of this Base Prospectus. No

assurance can be given as to the impact of any possible judicial decision or change to English

law or administrative practice after the date of this Base Prospectus and any such change could

materially adversely affect the value of any Notes affected by it.

Investors who purchase Notes in denominations that are not an integral multiple of the

Specified Denomination may be adversely affected if Definitive Notes are subsequently

required to be issued

In relation to any issue of Notes which have denominations consisting of a minimum Specified

Denomination plus one or more higher integral multiples of another smaller amount, it is

possible that such Notes may be traded in amounts in excess of the minimum Specified

Denomination that are not integral multiples of such minimum Specified Denomination. In such

a case a holder who, as a result of trading such amounts, holds an amount which is less than

the minimum Specified Denomination in its account with the relevant clearing system at the

relevant time may not receive a Definitive Note in respect of such holding (should Definitive

Notes be printed) and would need to purchase a principal amount of Notes at or in excess of the

minimum Specified Denomination such that its holding amounts to a Specified Denomination.

If such Definitive Notes are issued, holders should be aware that Definitive Notes which have a

denomination that is not an integral multiple of the minimum Specified Denomination may be

illiquid and difficult to trade.

Risks related to the market generally

Set out below is a brief description of the principal market risks, including liquidity risk,

exchange rate risk, interest rate risk and credit risk:

An active secondary market in respect of the Notes may never be established or may be

illiquid and this would adversely affect the value at which an investor could sell his Notes

Notes may have no established trading market when issued, and one may never develop. If a

market for the Notes does develop, it may not be very liquid. Therefore, investors may not be

able to sell their Notes easily or at prices that will provide them with a yield comparable with

similar investments that have a developed secondary market. This is particularly the case for

Notes that are especially sensitive to interest rate, currency or market risks, are designed for

specific investment objectives or strategies or have been structured to meet the investment

requirements of limited categories of investors. These types of Notes generally would have a

more limited secondary market and more price volatility than conventional debt securities.

In addition, Noteholders should be aware of the prevailing and widely reported global credit

market conditions (which continue at the date of this Base Prospectus), whereby there is a

general lack of liquidity in the secondary market for instruments similar to the Notes. Such lack

of liquidity may result in investors suffering losses on the Notes in secondary sales even if there

is no decline in the performance of the assets of the Group. The Issuer and/or the Guarantors

cannot predict which of these circumstances will change and whether, if and when they do

change, there will be a more liquid market for the Notes and instruments similar to the Notes at

that time.

If an investor holds Notes which are not denominated in the investor’s home currency,

he will be exposed to movements in exchange rates adversely affecting the value of his

holding. In addition, the imposition of exchange controls in relation to any Notes could

result in an investor not receiving payments on those Notes

The Issuer will pay principal and interest on the Notes and the Guarantors will make any

payments under the Notes Guarantee in the Specified Currency. This presents certain risks

relating to currency conversions if an investor’s financial activities are denominated principally in

a currency or currency unit (the Investor’s Currency) other than the Specified Currency. These

include the risk that exchange rates may significantly change (including changes due to

devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that

authorities with jurisdiction over the Investor’s Currency may impose or modify exchange

controls. An appreciation in the value of the Investor’s Currency relative to the Specified

Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the

Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s

Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange

controls that could adversely affect an applicable exchange rate or the ability of the Issuer or the

Guarantors to make payments in respect of the Notes. As a result, investors may receive less

interest or principal than expected, or no interest or principal.

The value of Fixed Rate Notes may be adversely affected by movements in market

interest rates

Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently

increase above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the

Fixed Rate Notes.

Credit ratings assigned to GEP or any Notes may not reflect all the risks associated with

an investment in those Notes

One or more independent credit rating agencies may assign (and have assigned) credit ratings

to GEP or the Notes. The ratings may not reflect the potential impact of all risks related to

structure, market, additional factors discussed above and other factors that may affect the value

of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be

revised, suspended or withdrawn by the rating agency at any time.

In general, European regulated investors are restricted under the CRA Regulation from using

credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency

established in the EU and registered under the CRA Regulation (and such registration has not

been withdrawn or suspended), subject to transitional provisions that apply in certain

circumstances while the registration application is pending. Such general restriction will also

apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant

credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU

rating agency is certified in accordance with the CRA Regulation (and such endorsement action

or certification, as the case may be, has not been withdrawn or suspended). The list of

registered and certified rating agencies published by ESMA on its website (at

http://www.esma.europa.eu/page/list-registered-and- certified-CRAs) in accordance with the

CRA Regulation, is not conclusive evidence of the status of the relevant rating agency included

in such list, as there may be delays between certain supervisory measures being taken against

a relevant rating agency and the publication of the updated ESMA list. Certain information with

respect to the credit rating agencies and ratings is set out on the cover of this Base Prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have previously been published, and have been approved by,

or filed with, the CSSF, shall be incorporated by reference in, and form part of, this Base

Prospectus:

 the annual report and audited consolidated annual financial statements of GEP for the

financial year ended 31 December 2014;

 the annual report and audited consolidated annual financial statements of GEP for the

financial year ended 31 December 2015;

 the unaudited consolidated financial report of GEP as at 30 June 2016;

 the audited annual accounts of the Issuer for the financial year ended 31 December

2014;

 the audited annual accounts of the Issuer for the financial year ended 31 December

2015; and

 the Terms and Conditions of the Notes contained in the previous Base Prospectuses

dated 13 March 2013, pages 54-95 (inclusive) and 30 October 2014, pages 59-101

(inclusive) prepared by the Obligors in connection with the Programme.

The following information appears on the pages of certain of these documents as set out below

(1)

2014 Annual Report and Consolidated Financial Statements

(GEP)

Audit Report

Pages 8 to 9

Consolidated Statement of Comprehensive Income

Page 10

Consolidated Statement of Financial Position

Page 11

Consolidated Statement of Changes in Equity

Page 12

Consolidated Statement of Cash Flows

Page 13

Notes to Consolidated Financial Statements

Pages 14 to 36

(2)

2015 Annual Report and Consolidated Financial Statements

(GEP)

Audit Report

Page 8 to 9

Consolidated Statement of Comprehensive Income

Page 10

Consolidated Statement of Financial Position

Page 11

Consolidated Statement of Changes in Equity

Page 12

Consolidated Statement of Cash Flows

Page 13

Notes to Consolidated Financial Statements

Pages 14 to 38

(3)

June 2016 Consolidated Financial Report (GEP)

Consolidated Statement of Comprehensive Income

Page 2

Consolidated Statement of Financial Position

Page 3

Consolidated Statement of Changes in Equity

Page 4

Consolidated Statement of Cash Flows

Page 5

Notes to Consolidated Financial Report

Pages 6 to 11

(4)

2014 Audited Annual Accounts (Issuer)

Management Report

Page 2

Audit Report

Pages 3 to 4

Balance Sheet

Pages 5 to 10

Profit and Loss Account

Pages 11 to 13

Notes to Annual Accounts

Pages 14 to 18

Appendix 1

Pages 19 to 20

(5)

2015 Audited Annual Accounts (Issuer)

Management Report

Page 2

Audit Report

Pages 3 to 4

Balance Sheet

Pages 5 to 10

Profit and Loss Account

Pages 11 to 13

Notes to Annual Accounts

Pages 14 to 19

Appendix 1

Pages 20 to 21

The information incorporated by reference that is not included in the cross-reference list is

considered as additional information and is not required by the relevant schedule of the

Prospectus Regulation.

Please note that stand-alone financial statements for the Guarantors have not been included in

this Base Prospectus (see “Risk Factors - Stand-alone financial statements for each Guarantor

have not been included in this Base Prospectus” above).

Following the publication of this Base Prospectus a supplement may be prepared by the Issuer

and the Guarantors and approved by the CSSF in accordance with Article 16 of the Prospectus

Directive. Statements contained in any such supplement (or contained in any document

incorporated by reference therein) shall, to the extent applicable, be deemed to modify or

supersede statements contained in this Base Prospectus or in a document which is

incorporated by reference in this Base Prospectus. Any statement so modified or superseded

shall not, except as so modified or superseded, constitute a part of this Base Prospectus.

Copies of documents incorporated by reference in this Base Prospectus can be obtained from

the specified offices of the Paying Agent for the time being in Luxembourg.

In addition, such documents will be published on the Luxembourg Stock Exchange’s website

(www.bourse.lu) if and to the extent that the rules of the Luxembourg Stock Exchange so

require.

The Issuer and the Guarantors will, in the event of any significant new factor, material mistake

or inaccuracy relating to information included in this Base Prospectus which is capable of

affecting the assessment of any Notes, prepare a supplement to this Base Prospectus or

publish a new Base Prospectus for use in connection with any subsequent issue of Notes.

FORM OF THE NOTES

Each Tranche of Notes will be in bearer form and will initially be issued in the form of a

temporary global note (a Temporary Global Note) or, if so specified in the applicable Final

Terms, a permanent global note (a Permanent Global Note and, together with a Temporary

Global Note, each a Global Note) which, in either case, will:

(i) if the Global Notes are intended to be issued in new global note (NGN) form, as stated

in the applicable Final Terms, be delivered on or prior to the original issue date of the

Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank

SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg); and

(ii) if the Global Notes are not intended to be issued in NGN form, as stated in the

applicable Final Terms, be delivered on or prior to the original issue date of the Tranche

to a common depositary (the Common Depositary) for Euroclear and Clearstream,

Luxembourg.

Where the Global Notes issued in respect of any Tranche are in NGN form, the applicable Final

Terms will also indicate whether such Global Notes are intended to be held in a manner which

would allow Eurosystem eligibility. Any indication that the Global Notes are to be so held does

not necessarily mean that the Notes of the relevant Tranche will be recognised as eligible

collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem

either upon issue or at any times during their life as such recognition depends upon satisfaction

of the Eurosystem eligibility criteria. The Common Safekeeper for NGNs will either be Euroclear

or Clearstream, Luxembourg or another entity approved by Euroclear and Clearstream,

Luxembourg.

While any Note is represented by a Temporary Global Note, payments of principal, interest (if

any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as

defined below) will be made (against presentation of the Temporary Global Note if the

Temporary Global Note is not intended to be issued in NGN form) only to the extent that

certification (in a form to be provided) to the effect that the beneficial owners of interests in such

Temporary Global Note are not U.S. persons or persons who have purchased for resale to any

U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or

Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has

given a like certification (based on the certifications it has received) to the Agent.

On and after the date (the Exchange Date) which is 40 days after a Temporary Global Note is

issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a

request as described therein either for (a) interests in a Permanent Global Note of the same

Series or (b) Notes in definitive form (Definitive Notes) of the same Series with, where

applicable, receipts, interest coupons and talons attached (as indicated in the applicable Final

Terms and subject, in the case of Definitive Notes, to such notice period as is specified in the

applicable Final Terms), in each case against certification of beneficial ownership as described

above unless such certification has already been given. The holder of a Temporary Global Note

will not be entitled to collect any payment of interest, principal or other amount due on or after

the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for

an interest in a Permanent Global Note or for Definitive Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be

made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender

(as the case may be) of the Permanent Global Note if the Permanent Global Note is not

intended to be issued in NGN form) without any requirement for certification.

The applicable Final Terms will specify that a Permanent Global Note will be exchangeable (free

of charge), in whole but not in part, for Definitive Notes with, where applicable, receipts, interest

coupons and talons attached upon either (a) not less than 60 days’ written notice from Euroclear

and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such

Permanent Global Note) to the Agent as described therein or (b) only upon the occurrence of an

Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default (as

defined in Condition 10) has occurred and is continuing, (ii) the Issuer has been notified that

both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous

period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced

an intention permanently to cease business or have in fact done so and no successor clearing

system satisfactory to the Trustee is available or (iii) the Issuer has or will become subject to

adverse tax consequences which would not be suffered were the Notes represented by the

Permanent Global Note in definitive form and a certificate to such effect signed by two directors

of the Issuer is given to the Trustee. The Issuer will promptly give notice to Noteholders in

accordance with Condition 14 if an Exchange Event occurs. In the event of the occurrence of an

Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any

holder of an interest in such Permanent Global Note) or the Trustee may give notice to the

Agent requesting exchange and, in the event of the occurrence of an Exchange Event as

described in (iii) above, the Issuer may also give notice to the Agent requesting exchange. Any

such exchange shall occur not later than 45 days after the date of receipt of the first relevant

notice by the Agent.

The following legend will appear on all Notes which have an original maturity of more than one

year and on all receipts and interest coupons relating to such Notes:

“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO

LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE

LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE

CODE.”

The sections referred to provide that United States holders, with certain exceptions, will not be

entitled to deduct any loss on Notes, receipts or interest coupons and will not be entitled to

capital gains treatment in respect of any gain on any sale, disposition, redemption or payment of

principal in respect of such Notes, receipts or interest coupons.

Notes which are represented by a Global Note will only be transferable in accordance with the

rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case

may be.

Pursuant to the Agency Agreement (as defined in the Conditions), the Agent shall arrange that,

where a further Tranche of Notes is issued which is intended to form a single Series with an

existing Tranche of Notes at a point after the Issue Date (to be determined in the applicable

Final Terms) of the further Tranche, the Notes of such further Tranche shall be assigned a

common code and ISIN which are different from the common code and ISIN (to be determined

in the applicable Final Terms) assigned to Notes of any other Tranche of the same Series until

such time as the Tranches are consolidated and form a single Series, which shall not be prior to

the expiry of the distribution compliance period (as defined in Regulation S under the Securities

Act) applicable to the Notes of such Tranche.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context

so permits, be deemed to include a reference to any additional or alternative clearing system

specified in the applicable Final Terms.

No Noteholder, Receiptholder or Couponholder (each as defined in the Conditions) shall be

entitled to proceed directly against the Issuer or the Guarantors unless the Trustee, having

become bound so to proceed, fails so to do within a reasonable period and the failure shall be

continuing.

The Issuer and the Guarantors may agree with any Dealer and the Trustee that Notes other

than Exempt Notes may be issued in a form not contemplated by the Conditions, in which event

a supplement to this Base Prospectus or a new Base Prospectus will be made available which

will describe the effect of the agreement reached in relation to such Notes.

APPLICABLE FINAL TERMS

NOTES WITH A DENOMINATION OF €150,000 (OR ITS EQUIVALENT IN ANY OTHER

CURRENCY) OR MORE, OTHER THAN EXEMPT NOTES

Set out below is the form of Final Terms which will be completed for each Tranche of Notes

which are not Exempt Notes and which have a denomination of €150,000 (or its equivalent in

any other currency) or more issued under the Programme.

[Date]

GELF Bond Issuer I SA

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

guaranteed on a joint and several basis by

GELF Management (Lux) S.À R.L.

in its capacity as a Luxembourg management company

acting for the account of

Goodman European Logistics Fund FCP-FIS, a Luxembourg fonds commun de

placement

GELF European Holdings (Lux) S.À R.L.

GELF Investments (Lux) S.À R.L.

C€LOGIX N.V.

and

C€LOGIX Properties Holding B.V.

under the €5,000,000,000

Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions

set forth in the Base Prospectus dated [date] [and the supplement[s] to it dated [date] [and

[date]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus

Directive (the Base Prospectus). This document constitutes the Final Terms of the Notes

described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in

conjunction with the Base Prospectus. Full information on the Issuer, the Guarantors and the

offer of the Notes is only available on the basis of the combination of these Final Terms and the

Base Prospectus. The Base Prospectus has been published on the Luxembourg Stock

Exchange’s website (www.bourse.lu).

[The following alternative language applies if the first tranche of an issue which is being

increased was issued under a Base Prospectus with an earlier date.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions

set forth in the Base Prospectus dated [date] which are incorporated by reference in the Base

Prospectus dated [date]. This document constitutes the Final Terms of the Notes described

herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in

conjunction with the Base Prospectus dated [date] [and the supplement[s] to it dated [date] [and

[date]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus

Directive (the Base Prospectus), including the Conditions incorporated by reference in the

Base Prospectus. Full information on the Issuer, the Guarantors and the offer of the Notes is

only available on the basis of the combination of these Final Terms and the Base Prospectus.

The Base Prospectus has been published on the Luxembourg Stock Exchange’s website

(www.bourse.lu).

[Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering

should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or

subparagraphs (in which case the sub-paragraphs of the paragraphs which are not applicable

can be deleted). Italics denote directions for completing the Final Terms.]

[If the Notes have a maturity of less than one year from the date of their issue, the minimum

denomination may need to be £100,000 or its equivalent in any other currency.]

(a)

Series Number:

[ ]

(b)

Tranche Number:

[ ]

(c)

Date on which the Notes will

be consolidated and form a

single Series:

The Notes will be consolidated and form a single

Series with [provide issue amount/ISIN/maturity

date/issue date of earlier Tranches] on [the

Issue Date/exchange of the Temporary Global

Note for interests in the Permanent Global Note,

as referred to in paragraph 20 below, which is

expected to occur on or about [date]][Not

Applicable]

Specified Currency or Currencies:

[ ]

Aggregate Nominal Amount:

(a)

Series:

[ ]

(b)

Tranche:

[ ]

Issue Price:

[ ] per cent. of the Aggregate Nominal

Amount [plus accrued interest from [insert date]

(if applicable)]

(a)

Specified Denominations:

[ ]

(N.B. Notes must have a minimum denomination

of [€150,000] (or equivalent).)

(Note – where multiple denominations above

[€150,000] or equivalent are being used the

following sample wording should be followed:

“[€150,000] and integral multiples of [€1,000] in

excess thereof up to and including [€299,000].

No Notes in definitive form will be issued with a

denomination above [€299,000].”)

(b)

Calculation Amount:

[ ]

(If only one Specified Denomination, insert the

Specified Denomination. If more than one

Specified Denomination, insert the highest

common factor. Note: There must be a common

factor in the case of two or more Specified

Denominations.)

(a)

Issue Date:

[ ]

(b)

Interest Commencement

Date:

[specify/Issue Date/Not Applicable]

(N.B. An Interest Commencement Date will not

be relevant for Zero Coupon Notes.)

Maturity Date:

[Fixed rate - specify date/

Floating rate - Interest Payment Date falling in or

nearest to [specify month and year]]

Interest Basis:

[[ ] per cent. Fixed Rate]

[[specify Reference Rate] +/- [ ] per cent.

Floating Rate] [Zero Coupon]

(further particulars specified below)

Change of Interest Basis:

[Specify the date when any fixed to floating rate

change occurs or cross refer to paragraphs 12

and 13 below and identify there][Not Applicable]

10.

Put/Call Options:

[Investor Put]

[Change of Control Put]

[Issuer Call]

[(See paragraph [16 / 17 / 18] below)]

11.

[Date [Board] approval for issue of

[ ] [and [ ], respectively]]

Notes obtained:

(N.B. Only relevant where Board (or similar)

authorisation is required for the particular

tranche of Notes)]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

12.

Fixed Rate Note Provisions:

[Applicable/Not Applicable] (If not applicable,

delete the remaining subparagraphs of this

paragraph)

(a)

Rate(s) of Interest:

[ ] per cent. per annum payable in arrear on

each Interest Payment Date

[The Notes are Step-up/step-down Notes.

The Initial Rate of Interest is [ ] per cent. per

annum payable in arrear on each Interest

Payment Date.

The Step-up Margin is [ ] per cent.]

(b)

Interest Payment Date(s):

[ ] in each year up to and including the

Maturity Date

(Amend appropriately in the case of irregular

coupons)

(c)

Fixed Coupon Amount(s):

(Applicable to Notes in

definitive form.)

[Unless a Step-up Rating Change has occurred]

[ ] per Calculation Amount

(d)

Broken Amount(s):

(Applicable to Notes in

definitive form.)

[[Unless a Step-up Rating Change has occurred]

[ ] per Calculation Amount, payable on the

Interest Payment Date falling [in/on] [ ]][Not

Applicable]

(e)

Day Count Fraction:

[30/360] [Actual/Actual (ICMA)]

(f)

Determination Date(s):

[[ ] in each year][Not Applicable]

(Only relevant where Day Count Fraction is

Actual/Actual (ICMA). In such a case, insert

regular interest payment dates, ignoring issue

date or maturity date in the case of a long or

short first or last coupon)

13.

Floating Rate Note Provisions:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Specified Period(s)/Specified

Interest Payment Dates:

[ ] [, subject to adjustment in accordance

with the Business Day Convention set out in (b)

below]

(b)

Business Day Convention:

[Floating Rate Convention/Following Business

Day Convention/Modified Following Business

Day Convention/ Preceding Business Day

Convention] [Not Applicable]

(c)

Additional Business

Centre(s):

[[ ]/Not Applicable]

(d)

Manner in which the Rate of

Interest and Interest Amount

is to be determined:

[Screen Rate Determination/ISDA

Determination]

(e)

Party responsible for

calculating the Rate of

Interest and Interest Amount

(if not the Agent):

[[ ]/Not Applicable]

(f)

Screen Rate Determination:

• Reference Rate and

Relevant Financial

Centre:

Reference Rate: [ ] month

[LIBOR/EURIBOR/specify other Reference

Rate]

Relevant Financial Centre:

[London/Brussels/specify other Relevant

Financial Centre]

• Interest Determination

Date(s):

[ ]

(Second London business day prior to the start

of each Interest Period if LIBOR (other than

Sterling or euro LIBOR), first day of each

Interest Period if Sterling LIBOR and the second

day on which the TARGET2 System is open

prior to the start of each Interest Period if

EURIBOR or euro LIBOR)

• Relevant Screen Page:

[ ]

(In the case of EURIBOR, if not Reuters

EURIBOR01 ensure it is a page which shows a

composite rate or amend the fallback provisions

appropriately)

(g)

ISDA Determination:

• Floating Rate Option:

[ ]

• Designated Maturity:

[ ]

• Reset Date:

[ ]

(In the case of a LIBOR or EURIBOR based

option, the first day of the Interest Period)

(h)

Linear Interpolation:

[Not Applicable/Applicable - the Rate of interest

for the [long/short] [first/last] Interest Period shall

be calculated using Linear Interpolation (specify

for each short or long interest period)]

(i)

Margin(s):

[+/-] [ ] per cent. per annum

[The Notes are Step-up/step-down Notes.

The Step-up Margin is [ ] per cent.]

(j)

Minimum Rate of Interest:

[ ] per cent. per annum

(k)

Maximum Rate of Interest:

[ ] per cent. per annum

(l)

Day Count Fraction:

[Actual/Actual (ISDA)][Actual/Actual]

[Actual/365 (Fixed)]

[Actual/365 (Sterling)]

[Actual/360]

[30/360][360/360][Bond Basis]

[30E/360][Eurobond Basis]

[30E/360 (ISDA)]

(See Condition 5 for alternatives)

14.

Zero Coupon Note Provisions:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Accrual Yield:

[ ] per cent. per annum

(b)

Reference Price:

[ ]

(c)

Day Count Fraction in

relation to Early Redemption

Amounts:

[30/360]

[Actual/360]

[Actual/365]

PROVISIONS RELATING TO REDEMPTION

15.

Notice periods for Condition 7.2:

Minimum period: [ ] days Maximum period:

[ ] days

16.

Issuer Call:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Optional Redemption

Date(s):

[[ ]/[Any date from and including [date] to

but excluding [date]]

(b)

Optional Redemption

Amount:

[[ ] per Calculation Amount/Make Whole

Redemption Price] [in the case of the Optional

Redemption Date(s) falling [on [ ]]/[in the period

from and including [date] to but excluding

[date]]]

(c)

Make Whole Redemption

Price:

[Spens Amount/Make Whole Redemption

Amount/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

[(i) Redemption Margin:

[ ]

(ii) Reference Bond:

[ ]

(iii) Quotation Time:

[ ]]

(d)

If redeemable in part:

(i) Minimum Redemption

Amount:

[ ]

(ii) Maximum Redemption

Amount:

[ ]

(e)

Notice periods:

Minimum period: [ ] days Maximum period:

[ ] days

(N.B. When setting notice periods, the Issuer is

advised to consider the practicalities of

distribution of information through

intermediaries, for example, clearing systems,

which require a minimum of 5 clearing system

business days’ notice, and custodians, as well

as any other notice requirements which may

apply, for example, as between the Issuer and

the Agent or Trustee)

17.

Investor Put:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Optional Redemption

Date(s):

[ ]

(b)

Optional Redemption

Amount:

[ ] per Calculation Amount

(c)

Notice periods:

Minimum period: [ ] days Maximum period:

[ ] days

(N.B. When setting notice periods, the Issuer is

advised to consider the practicalities of

distribution of information through

intermediaries, for example, clearing systems,

which require a minimum of 15 clearing system

business days’ notice, and custodians, as well

as any other notice requirements which may

apply, for example, as between the Issuer and

the Agent or Trustee)

18.

Change of Control Put:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraph of this paragraph)

Change of Control

Redemption Amount(s):

[ ] per Calculation Amount

19.

Early Redemption Amount

payable on redemption for

taxation reasons or on event

[ ] per Calculation Amount

of default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

20.

Form of Notes:

(a)

Form:

[Temporary Global Note exchangeable for a

Permanent Global Note which is exchangeable

for Definitive Notes [on 60 days’ notice given at

any time/only upon an Exchange Event]]

[Temporary Global Note exchangeable for

Definitive Notes on and after the Exchange

Date]

[Permanent Global Note exchangeable for

Definitive Notes [on 60 days’ notice given at any

time/only upon an Exchange Event]]

(N.B. The exchange upon notice/at any time

options should not be expressed to be

applicable if the Specified Denomination of the

Notes in paragraph 5 includes language

substantially to the following effect: “[€150,000]

and integral multiples of [€1,000] in excess

thereof up to and including [€299,000].”

Furthermore, such Specified Denomination

construction is not permitted in relation to any

issue of Notes which is to be represented on

issue by a Temporary Global Note

exchangeable for Definitive Notes.)

(b)

New Global Note:

[Yes][No]

21.

Additional Financial

Centre(s):

[[ ]/Not Applicable]

(Note that this paragraph relates to the date of

payment and not the end dates of Interest

Periods for the purposes of calculating the

amount of interest, to which sub-paragraph

13(c) relates.)

22.

Talons for future Coupons to

be attached to Definitive

Notes:

[Yes, as the Notes have more than 27 coupon

payments, Talons may be required if, on

exchange into definitive form, more than 27

coupon payments are still to be made/No]

Signed on behalf of GELF Bond Issuer I SA

By: ……………………………………….

Name: ……………………………………….

Title: Director

PART B – OTHER INFORMATION

LISTING AND ADMISSION TO TRADING

(i)

Listing and Admission to

trading:

[Application has been made by the Issuer (or on

its behalf) for the Notes to be admitted to trading

on [specify relevant regulated market (for

example the Bourse de Luxembourg, the

London Stock Exchange’s regulated market or

the Regulated Market of the Irish Stock

Exchange) and, if relevant, listing on an official

list (for example, the Official List of the

Luxembourg Stock Exchange or the UK Listing

Authority)] with effect from [ ].]

[Application is expected to be made by the

Issuer (or on its behalf) for the Notes to be

admitted to trading on [specify relevant

regulated market (for example the Bourse de

Luxembourg, the London Stock Exchange’s

regulated market or the Regulated Market of the

Irish Stock Exchange) and, if relevant, listing on

an official list (for example, the Official List of the

Luxembourg Stock Exchange or the UK Listing

Authority)] with effect from [ ].]

(Where documenting a fungible issuance of

Notes, indicate that earlier Tranche is already

admitted to trading.)

(ii)

Estimate of total expenses

related to admission to

trading:

[ ]

RATINGS

Ratings:

[The Notes to be issued [[have been]/[are

expected to be]] rated]/[The following ratings

reflect ratings assigned to Notes of this type

issued under the Programme generally]:

[insert details]

by [insert the legal name of the relevant credit

rating agency entity(ies) and associated defined

terms]. Each of [defined terms] is established in

the European Union and is registered under

Regulation (EC) No. 1060/2009 (as amended)

(the CRA Regulation).]

(The above disclosure should reflect the rating

allocated to Notes of the type being issued

under the Programme generally or, where the

issue has been specifically rated, that rating.)

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the [Managers/Dealer], so far as the Issuer is aware, no

person involved in the issue of the Notes has an interest material to the offer. The

[Managers/Dealers] and their Affiliates have engaged, and may in the future engage, in

investment banking and/or commercial banking transactions with, and may perform

other services for, the Issuer and the Guarantors and their Affiliates in the ordinary

course of business - Amend as appropriate if there are other interests.]

YIELD (Fixed Rate Notes only)

Indication of yield:

[ ]

OPERATIONAL INFORMATION

(i)

ISIN Code:

[ ]

(ii)

Common Code:

[ ]

(iii)

Any clearing system(s) other

than Euroclear Bank SA/NV

and Clearstream Banking,

S.A. and the relevant

identification number(s):

[Not Applicable/give name(s) and number(s)]

(iv)

Delivery:

Delivery [against/free of] payment

(v)

Names and addresses of

additional Paying Agent(s) (if

any):

[ ]

(vi)

Deemed delivery of clearing

system notices for the

purposes of Condition 14:

Any notice delivered to Noteholders through the

clearing systems will be deemed to have been

given on the [second] [Business Day/day] after

the day on which it was given to Euroclear and

Clearstream, Luxembourg

(vii)

Intended to be held in a

manner which would allow

[Yes. Note that the designation “yes” simply

means that the Notes are intended upon issue

to be deposited with one of the ICSDs as

Eurosystem eligibility:

common safekeeper and does not necessarily

mean that the Notes will be recognised as

eligible collateral for Eurosystem monetary

policy and intra-day credit operations by the

Eurosystem either upon issue or at any or all

times during their life. Such recognition will

depend upon the ECB being satisfied that

Eurosystem eligibility criteria have been met.] /

[No. While the designation is specified as “no” at

the date of these Final Terms, should the

Eurosystem eligibility criteria be amended in the

future such that the Notes are capable of

meeting them the Notes may then be deposited

with one of the ICSDs as common safekeeper.

Note that this does not necessarily mean that

the Notes will then be recognised as eligible

collateral for Eurosystem monetary policy and

intra-day credit operations by the Eurosystem at

any time during their life. Such recognition will

depend upon the ECB being satisfied that

Eurosystem eligibility criteria have been met.]

DISTRIBUTION

(i)

If syndicated, names of

Managers:

[Not Applicable/give names]

(ii)

If non-syndicated, name of

relevant Dealer:

[Not Applicable/give name]

(iii)

U.S. Selling Restrictions:

Reg. S Compliance Category 2; [TEFRA

D/TEFRA C/TEFRA not applicable]

EXEMPT NOTES OF ANY DENOMINATION

Set out below is the form of Pricing Supplement which will be completed for each Tranche of

Exempt Notes, whatever the denomination of those Notes, issued under the Programme.

NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC AS

AMENDED (THE “PROSPECTUS DIRECTIVE”) FOR THE ISSUE OF NOTES DESCRIBED

BELOW.

[Date]

GELF Bond Issuer I SA

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] guaranteed on a joint

and several basis by

GELF Management (Lux) S.À R.L.

in its capacity as a Luxembourg management company

acting for the account of

Goodman European Logistics Fund FCP-FIS, a Luxembourg fonds commun de

placement

GELF European Holdings (Lux) S.À R.L.

GELF Investments (Lux) S.À R.L.

C€LOGIX N.V.

and

C€LOGIX Properties Holding B.V.

under the €5,000,000,000

Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

Any person making or intending to make an offer of the Notes may only do so in circumstances

in which no obligation arises for the Issuer, any Guarantor or any Dealer to publish a prospectus

pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to

Article 16 of the Prospectus Directive, in each case, in relation to such offer.

This document constitutes the Pricing Supplement of the Notes described herein. This

document must be read in conjunction with the Base Prospectus dated [date] [as supplemented

by the supplement[s] dated [date[s]]] (the Base Prospectus). Full information on the Issuer, the

Guarantors and the offer of the Notes is only available on the basis of the combination of this

Pricing Supplement and the Base Prospectus. Copies of the Base Prospectus may be obtained

from [address].

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions

(the Conditions) set forth in the Base Prospectus [dated [original date] which are incorporated

by reference in the Base Prospectus].

[Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering

should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or

subparagraphs. Italics denote directions for completing the Pricing Supplement.]

[If the Notes have a maturity of less than one year from the date of their issue, the minimum

denomination may need to be £100,000 or its equivalent in any other currency.]

(a)

Series Number:

[ ]

(b)

Tranche Number:

[ ]

(c)

Date on which the Notes will

be consolidated and form a

single Series:

[The Notes will be consolidated and form a

single Series with [provide issue

amount/ISIN/maturity date/issue date of earlier

Tranches] on [the Issue Date/exchange of the

Temporary Global Note for interests in the

Permanent Global Note, as referred to in

paragraph 23 below, which is expected to

occur on or about [date]][Not Applicable]

Specified Currency or Currencies:

[ ]

Aggregate Nominal Amount:

(a)

Series:

[ ]

(b)

Tranche:

[ ]

Issue Price:

[ ] per cent. of the Aggregate Nominal Amount

[plus accrued interest from [insert date] (if

applicable)]

(a)

Specified Denominations:

[ ]

(N.B. Notes must have a minimum

denomination of [€150,000] (or equivalent).)

(Note – where multiple denominations above

[€150,000] or equivalent are being used the

following sample wording should be followed:

“[€150,000] and integral multiples of [€1,000] in

excess thereof up to and including [€299,000].

No Notes in definitive form will be issued with a

denomination above [€299,000].”)

(b)

Calculation Amount:

[ ]

(If only one Specified Denomination, insert the

Specified Denomination. If more than one

Specified Denomination, insert the highest

common factor. Note: There must be a

common factor in the case of two or more

Specified Denominations.)

(a)

Issue Date:

[ ]

(b)

Interest Commencement Date:

[specify/Issue Date/Not Applicable]

(N.B. An Interest Commencement Date will not

be relevant for certain Notes, for example Zero

Coupon Notes.)

Maturity Date:

[Fixed rate - specify date/Floating rate -

Interest Payment Date falling in or nearest to

[specify month and year]]

Interest Basis:

[[ ] per cent. Fixed Rate]

[[specify Reference Rate] +/- [ ] per cent.

Floating Rate]

[Zero Coupon]

[Index Linked Interest]

[Dual Currency Interest]

[specify other]

(further particulars specified below)

Redemption/Payment Basis:

[Redemption at par]

[Index Linked Redemption]

[Dual Currency Redemption]

[Partly Paid]

[Instalment]

[specify other]

10.

Change of Interest Basis or

Redemption/Payment Basis:

[Specify details of any provision for change of

Notes into another Interest Basis or

Redemption/Payment Basis][Not Applicable]

11.

Put/Call Options:

[Investor Put]

[Change of Control Put]

[Issuer Call]

[(further particulars specified below)]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

12.

Fixed Rate Note Provisions:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Rate(s) of Interest:

[ ] per cent. per annum payable in arrear on

each Interest Payment Date

[The Notes are Step-up/step-down Notes.

The Initial Rate of Interest is [ ] per cent. per

annum payable in arrear on each Interest

Payment Date.

The Step-up Margin is [ ] per cent.]

(b)

Interest Payment Date(s):

[ ] in each year up to and including the

Maturity Date

(Amend appropriately in the case of irregular

coupons)

(c)

Fixed Coupon Amount(s):

(Applicable to Notes in

definitive form.)

[Unless a Step-up Rating Change has

occurred] [ ] per Calculation Amount

(d)

Broken Amount(s):

(Applicable to Notes in

definitive form.)

[[Unless a Step-up Rating Change has

occurred] [ ] per Calculation Amount, payable

on the Interest Payment Date falling [in/on] [

]][Not Applicable]

(e)

Day Count Fraction:

[30/360/Actual/Actual (ICMA)/specify other]

(f)

Determination Date(s):

[[ ] in each year][Not Applicable]

(Only relevant where Day Count Fraction is

Actual/Actual (ICMA). In such a case, insert

regular interest payment dates, ignoring issue

date or maturity date in the case of a long or

short first or last coupon)

(g)

Other terms relating to the

method of calculating interest

for Fixed Rate Notes which are

Exempt Notes:

[None/give details]

13.

Floating Rate Note Provisions:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Specified Period(s)/Specified

Interest Payment Dates:

[ ] [, subject to adjustment in

accordance with the Business Day Convention

set out in (b) below]

(b)

Business Day Convention:

[Floating Rate Convention/Following

Business Day Convention/Modified Following

Business Day Convention/ Preceding Business

Day Convention/specify other] [Not Applicable]

(c)

Additional Business Centre(s):

[ ]

(d)

Manner in which the Rate of

Interest and Interest Amount is

to be determined:

[Screen Rate Determination/ISDA

Determination/specify other]

(e)

Party responsible for

calculating the Rate of Interest

and Interest Amount (if not the

Agent):

[ ]

(f)

Screen Rate Determination:

• Reference Rate and Relevant

Financial Centre:

Reference Rate: [ ] month

[LIBOR/EURIBOR/specify other Reference

Rate]Relevant Financial Centre:

[London/Brussels/specify other Relevant

Financial Centre]

• Interest Determination

Date(s):

[ ]

(Second London business day prior to the start

of each Interest Period if LIBOR (other than

Sterling or euro LIBOR), first day of each

Interest Period if Sterling LIBOR and the

second day on which the TARGET2 System is

open prior to the start of each Interest Period if

EURIBOR or euro LIBOR)

• Relevant Screen Page:

[ ]

(In the case of EURIBOR, if not Reuters

EURIBOR01 ensure it is a page which shows

a composite rate or amend the fallback

provisions appropriately)

(g)

ISDA Determination:

• Floating Rate Option:

• Designated Maturity:

• Reset Date:

[ ]

(In the case of a LIBOR or EURIBOR based

option, the first day of the Interest Period)

(h)

Linear Interpolation:

[Not Applicable/Applicable - the Rate of

interest for the [long/short] [first/last] Interest

Period shall be calculated using Linear

Interpolation (specify for each short or long

interest period)]

(i)

Margin(s):

[+/-] [ ] per cent. per annum

[The Notes are Step-up/step-down Notes.

The Step-up Margin is [ ] per cent.]

(j)

Minimum Rate of Interest:

[ ] per cent. per annum

(k)

Maximum Rate of Interest:

[ ] per cent. per annum

(l)

Day Count Fraction:

[Actual/Actual (ISDA)][Actual/Actual]

[Actual/365 (Fixed)]

[Actual/365 (Sterling)]

[Actual/360]

[30/360][360/360][Bond Basis]

[30E/360][Eurobond Basis]

[30E/360 (ISDA)]

[Other]

(See Condition 5 for alternatives)

(m)

Fallback provisions, rounding

provisions and any other terms

relating to the method of

calculating interest on Floating

Rate Notes which are Exempt

[ ]

Notes, if different from those

set out in the Conditions:

14.

Zero Coupon Note Provisions:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Accrual Yield:

[ ] per cent. per annum

(b)

Reference Price:

[ ]

(c)

Any other formula/basis of

determining amount payable

for Zero Coupon Notes which

are Exempt Notes:

[ ]

(d)

Day Count Fraction in relation

to Early Redemption Amounts:

[30/360]

[Actual/360]

[Actual/365]

15.

Index Linked Interest Note:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Index/Formula:

[give or annex details]

(b)

Calculation Agent:

[give name]

(c)

Party responsible for

calculating the Rate of Interest

(if not the Calculation Agent)

and Interest Amount (if not the

Agent):

[ ]

(d)

Provisions for determining

Coupon where calculation by

reference to Index and/or

Formula is impossible or

impracticable:

[need to include a description of market

disruption or settlement disruption events and

adjustment provisions]

(e)

Specified Period(s)/Specified

Interest Payment Dates:

[ ] [, subject to adjustment in

accordance with the Business Day Convention

set out in (b) below]

(f)

Business Day Convention:

[Floating Rate Convention/Following Business

Day Convention/Modified Following Business

Day Convention/Preceding Business Day

Convention/specify other] [Not Applicable]

(g)

Additional Business Centre(s):

[ ]

(h)

Minimum Rate of Interest:

[ ] per cent. per annum

(i)

Maximum Rate of Interest:

[ ] per cent. per annum

(j)

Day Count Fraction:

[ ]

16.

Dual Currency Interest Note

Provisions:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Rate of Exchange/method of

calculating Rate of Exchange:

[give or annex details]

(b)

Party, if any, responsible for

calculating the principal and/or

interest due (if not the Agent):

[ ]

(c)

Provisions applicable where

calculation by reference to

Rate of Exchange impossible

or impracticable:

[need to include a description of market

disruption or settlement disruption events and

adjustment provisions]

(d)

Person at whose option

Specified Currency(ies) is/are

payable:

[ ]

PROVISIONS RELATING TO REDEMPTION

17.

Notice periods for Condition 7.2:

Minimum period: [ ] days

Maximum period: [ ] days

18.

Issuer Call:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Optional Redemption Date(s):

[[ ]/ [Any date from and including [date]

to but excluding [date]]

(b)

Optional Redemption Amount

and method, if any, of

calculation of such amount(s):

[[ ] per Calculation Amount/Make Whole

Redemption Price] [in the case of the Optional

Redemption Date(s) falling [on [ ]]/[in the

period from and including [date] to but

excluding [date]]/specify other/see Appendix]

(c)

Make Whole Redemption

Price:

[Spens Amount/Make Whole Redemption

Amount/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

[(i) Redemption Margin:

[ ]

(ii) Reference Bond:

[ ]

(iii) Quotation Time:

[ ]]

(d)

If redeemable in part:

(i) Minimum

Redemption Amount:

[ ]

(ii) Maximum

Redemption Amount:

[ ]

(e)

Notice periods:

Minimum period: [ ] days

Maximum period: [ ] days

(N.B. When setting notice periods, the Issuer is

advised to consider the practicalities of

distribution of information through

intermediaries, for example, clearing systems,

which require a minimum of 5 clearing system

business days’ notice, and custodians, as well

as any other notice requirements which may

apply, for example, as between the Issuer and

the Agent or Trustee)

19.

Investor Put:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Optional Redemption Date(s):

[ ]

(b)

Optional Redemption Amount

and method, if any, of

calculation of such amount(s):

[[ ] per Calculation Amount/specify

other/see Appendix]

(c)

Notice periods:

Minimum period: [ ] days

Maximum period: [ ] days

(N.B. When setting notice periods, the Issuer is

advised to consider the practicalities of

distribution of information through

intermediaries, for example, clearing systems,

which require a minimum of 15 clearing system

business days’ notice, and custodians, as well

as any other notice requirements which may

apply, for example, as between the Issuer and

the Agent or Trustee)

20.

Change of Control Put:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraph of this paragraph)

Change of Control Redemption

Amount(s):

[ ] per Calculation Amount

21.

Final Redemption Amount:

[[ ] per Calculation Amount/specify

other/see Appendix]

22.

Early Redemption Amount payable

on redemption for taxation reasons or

on event of default and/or the method

of calculating the same (if required or

if different from that set out in

Condition 7.6):

[[ ] per Calculation Amount/specify

other/see Appendix]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23.

Form of Notes:

(a)

Form:

[Temporary Global Note exchangeable for a

Permanent Global Note which is exchangeable

for Definitive Notes [on 60 days’ notice given at

any time/only upon an Exchange Event]]

[Temporary Global Note exchangeable for

Definitive

Notes on and after the Exchange Date]

[Permanent Global Note exchangeable for

Definitive Notes [on 60 days’ notice given at

any time/only upon an Exchange Event]]

(N.B. The exchange upon notice/at any time

options should not be expressed to be

applicable if the Specified Denomination of the

Notes in paragraph 5 includes language

substantially to the following effect: “[€150,000]

and integral multiples of [€1,000] in excess

thereof up to and including [€199,000].”

Furthermore, such Specified Denomination

construction is not permitted in relation to any

issue of Notes which is to be represented on

issue by a Temporary Global Note

exchangeable for Definitive Notes.)

(b)

New Global Note:

[Yes][No]

24.

Additional Financial Centre(s):

[Not Applicable/give details]

(Note that this paragraph relates to the date of

payment and not the end date of Interest

Periods for the purposes of calculating the

amount of interest, to which sub- paragraphs

14(c) and 15(g) relate)

25.

Talons for future Coupons to be

attached to Definitive Notes:

[Yes, as the Notes have more than 27 coupon

payments, Talons may be required if, on

exchange into definitive form, more than 27

coupon payments are still to be made/No]

26.

Details relating to Partly Paid Notes:

amount of each payment comprising

the Issue Price and date on which

each payment is to be made and

consequences of failure to pay,

including any right of the Issuer to

forfeit the Notes and interest due on

late payment.

[Not Applicable/give details. N.B. A new form of

Temporary Global Note and/or Permanent

Global Note may be required for Partly Paid

issues]

27.

Details relating to Instalment Notes:

[Applicable/Not Applicable]

(If not applicable, delete the remaining

subparagraphs of this paragraph)

(a)

Instalment Amount(s):

[give details]

(b)

Instalment Date(s):

[give details]

28.

Other terms or special conditions:

[Not Applicable/give details]

Signed on behalf of GELF Bond Issuer I SA:

By: ……………………………………….

Name: ……………………………………….

Title: Director

PART B – OTHER INFORMATION

LISTING

[Application [has been made/is expected to be

made] by the Issuer (or on its behalf) for the

Notes to be listed on [specify market - note this

must not be a regulated market] with effect

from [ ].] [Not Applicable]

RATINGS

Ratings:

[The Notes to be issued [[have been]/[are

expected to be]] rated [insert details] by [insert

the legal name of the relevant credit rating

agency entity(ies)].

(The above disclosure is only required if the

ratings of the Notes are different to those

stated in the Base Prospectus)

[INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the[Managers/Dealer], so far as the Issuer is aware, no

person involved in the issue of the Notes has an interest material to the offer. The

[Managers/Dealers] and their Affiliates have engaged, and may in the future engage, in

investment banking and/or commercial banking transactions with, and may perform

other services for, the Issuer and the Guarantors and their Affiliates in the ordinary

course of business - Amend as appropriate if there are other interests]]

[USE OF PROCEEDS

Use of Proceeds:

[ ]]

(Only required if the use of proceeds is

different from that stated in the Base

Prospectus)

OPERATIONAL INFORMATION

(i)

ISIN Code:

[ ]

(ii)

Common Code:

[ ]

(iii)

Any clearing system(s) other

than Euroclear Bank SA/NV

and Clearstream Banking, S.A.

and the relevant identification

[Not Applicable/give name(s) and number(s)]

number(s):

(iv)

Delivery:

Delivery [against/free of] payment

(v)

Names and addresses of

additional Paying Agent(s) (if

any):

[ ]

(vi)

Deemed delivery of clearing

system notices for the

purposes of Condition 14:

Any notice delivered to Noteholders through

the clearing systems will be deemed to have

been given on the [second] [Business Day/day]

after the day on which it was given to

Euroclear and Clearstream, Luxembourg.

(vii)

Intended to be held in a

manner which would allow

Eurosystem eligibility:

[Yes. Note that the designation “yes” simply

means that the Notes are intended upon issue

to be deposited with one of the ICSDs as

common safekeeper and does not necessarily

mean that the Notes will be recognised as

eligible collateral for Eurosystem monetary

policy and intra-day credit operations by the

Eurosystem either upon issue or at any or all

times during their life. Such recognition will

depend upon the ECB being satisfied that

Eurosystem eligibility criteria have been met.] /

[No. While the designation is specified as “no”

at the date of this Pricing Supplement, should

the Eurosystem eligibility criteria be amended

in the future such that the Notes are capable of

meeting them the Notes may then be

deposited with one of the ICSDs as common

safekeeper. Note that this does not necessarily

mean that the Notes will then be recognised as

eligible collateral for Eurosystem monetary

policy and intra-day credit operations by the

Eurosystem at any time during their life. Such

recognition will depend upon the ECB being

satisfied that Eurosystem eligibility criteria

have been met.]

DISTRIBUTION

(i)

Method of distribution:

[Syndicated/Non-syndicated]

(ii)

If syndicated, names of

Managers:

[Not Applicable/give names]

(iii)

Stabilising Manager(s) (if any):

[Not Applicable/give name(s)]

(iv)

If non-syndicated, name of

relevant Dealer:

[Not Applicable/give name]

(v)

U.S. Selling Restrictions:

Reg. S Compliance Category 2; [TEFRA

D/TEFRA C/TEFRA not applicable]

(vi)

Additional selling restrictions:

[Not Applicable/give details]

(Additional selling restrictions are only likely to

be relevant for certain structured Notes, such

as commodity-linked Notes)

TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference

into each Global Note and each Definitive Note (each as defined below), in the latter case only if

permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the

Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such

Definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The

applicable Final Terms in relation to any Tranche of Notes may, in the case of an Exempt Note,

specify other terms and conditions which shall, to the extent so specified or to the extent

inconsistent with the following Terms and Conditions, replace or modify the following Terms and

Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions

thereof) will be endorsed upon, or attached to, each Global Note and Definitive Note. Reference

should be made to “Applicable Final Terms” for a description of the content of Final Terms which

will specify which of such terms are to apply in relation to the relevant Notes.

This Note is one of a Series (as defined below) of Notes issued by GELF Bond Issuer I SA, a

public limited liability company (société anonyme), having its registered office at 28, boulevard

d’Avranches, L-1160, Grand Duchy of Luxembourg, and registered with the Luxembourg trade

and companies register (Registre de Commerce et des Sociétés Luxembourg) under number B

173 090 (the Issuer) constituted by a Trust Deed (such Trust Deed as modified and/or

supplemented and/or restated from time to time, the Trust Deed) dated 13 March 2013 made

between the Issuer, GELF Management (Lux) S.À R.L. (the Management Company, which

expression shall include any successor management company appointed under the

management regulations of GEP (as defined below)), in its capacity as a Luxembourg

management company acting for the account of Goodman European Logistics Fund FCP-FIS, a

Luxembourg fonds commun de placement (GEP), GELF European Holdings (Lux) S.À R.L.

(GEH), GELF Investments (Lux) S.À R.L. (GIS), C€LOGIX N.V. (CNV), C€LOGIX Properties

Holding B.V. (CPH) as guarantors (each of the Management Company (in its capacity as a

Luxembourg management company acting for the account of GEP), GEH, GIS, CNV and CPH

an Original Guarantor and together, the Original Guarantors) and Deutsche Trustee

Company Limited (the Trustee, which expression shall include any successor as Trustee). The

expressions Guarantor and Guarantors shall mean the Original Guarantors together with any

member of the Group (as defined in Condition 4) which becomes a Guarantor pursuant to

Condition 3.4 but shall not include any member of the Group which has ceased to be a

Guarantor pursuant to Condition 3.3. The expression Obligor means the Issuer or a Guarantor

and the expression Obligors means the Issuer and the Guarantors together.

References herein to the Notes shall be references to the Notes of this Series and shall mean:

(a) in relation to any Notes represented by a global Note (a Global Note), units of each

Specified Denomination in the Specified Currency;

(b) any Global Note; and

The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the

benefit of an amended and restated Agency Agreement (such Agency Agreement as amended

and/or supplemented and/or restated from time to time, the Agency Agreement) dated 5

October 2016 and made between the Obligors, the Trustee, Deutsche Bank AG, London Branch

as issuing and principal paying agent and agent bank (the Agent, which expression shall

include any successor agent) and the other paying agents named therein (together with the

Agent, the Paying Agents, which expression shall include any additional or successor paying

agents).

The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final

Terms attached to or endorsed on this Note which complete these Terms and Conditions (the

Conditions) or, if this Note is a Note which is neither admitted to trading on a regulated market

in the European Economic Area nor offered in the European Economic Area in circumstances

where a prospectus is required to be published under the Prospectus Directive (an Exempt

Note), the final terms for this Note (or the relevant provisions thereof) are set out in Part A of the

Pricing Supplement attached to or endorsed on this Note which complete the Conditions and

which may specify other terms and conditions which shall, to the extent so specified or to the

extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this

Note. In the case of Exempt Notes, references in the Conditions to “Final Terms” shall be

deemed to be references to “Pricing Supplement”, so far as the context admits. References to

the applicable Final Terms are, unless otherwise stated, to Part A of the Final Terms (or the

relevant provisions thereof) attached to or endorsed on this Note. The expression Prospectus

Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and

includes any relevant implementing measure in the relevant Member State of the European

Economic Area.

Interest-bearing Definitive Notes have interest coupons (Coupons) and, in the case of Definitive

Notes which, when issued, have more than 27 interest payments remaining, talons for further

Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless

the context otherwise requires, be deemed to include a reference to Talons or talons

respectively. Exempt Notes which are Definitive Notes and which are repayable in instalments

have receipts (Receipts) for the payment of the instalments of principal (other than the final

instalment) attached on issue. Global Notes do not have Receipts, Coupons or Talons attached

on issue.

The Trustee acts for the benefit of the holders for the time being of the Notes (the Noteholders,

which expression shall, in relation to any Notes represented by a Global Note, be construed as

provided below), the holders of the Receipts (the Receiptholders) and the holders of the

Coupons (the Couponholders, which expression shall, unless the context otherwise requires,

include the holders of the Talons), in accordance with the provisions of the Trust Deed.

As used herein, Tranche means Notes which are identical in all respects (including as to listing

and admission to trading) and Series means a Tranche of Notes together with any further

Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single

series and (b) identical in all respects (including as to listing and admission to trading) except for

their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

Copies of the Trust Deed and the Agency Agreement are available for inspection during normal

business hours at the registered office for the time being of the Trustee being at 5 October 2016

at Winchester House, 1 Great Winchester Street, London EC2N 2DB and at the specified office

of each of the Paying Agents. If the Notes are to be admitted to trading on the regulated market

of the Luxembourg Stock Exchange, the applicable Final Terms will be published on the website

of the Luxembourg Stock Exchange (www.bourse.lu). If this Note is an Exempt Note, the

applicable Final Terms will only be obtainable by a Noteholder holding one or more Notes and

such Noteholder must produce evidence satisfactory to the Issuer, the Trustee and the relevant

Paying Agent as to its holding of such Notes and identity. The Noteholders, the Receiptholders

and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the

provisions of the Trust Deed, the Agency Agreement and the applicable Final Terms which are

applicable to them. The statements in the Conditions include summaries of, and are subject to,

the detailed provisions of the Trust Deed and the Agency Agreement.

Words and expressions defined in the Trust Deed, the Agency Agreement or used in the

applicable Final Terms shall have the same meanings where used in the Conditions unless the

context otherwise requires or unless otherwise stated and provided that, in the event of

inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail

and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the

applicable Final Terms, the applicable Final Terms will prevail.

In the Conditions, euro means the currency introduced at the start of the third stage of

European economic and monetary union pursuant to the Treaty on the Functioning of the

European Union, as amended.

1. FORM, DENOMINATION AND TITLE

The Notes are in bearer form and, in the case of Definitive Notes, serially numbered, in

the currency (the Specified Currency) and the denominations (the Specified

Denomination(s)) specified in the applicable Final Terms. Notes of one Specified

Denomination may not be exchanged for Notes of another Specified Denomination.

Unless this Note is an Exempt Note, this Note may be (i) a Fixed Rate Note or a

Floating Rate Note or a combination of the foregoing or (ii) a Zero Coupon Note,

depending upon the Interest Basis shown in the applicable Final Terms.

If this Note is an Exempt Note, this Note may be (i) a Fixed Rate Note, a Floating Rate

Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest

Note or a combination of any of the foregoing, depending upon the Interest Basis shown

in the applicable Final Terms and/or (ii) an Index Linked Redemption Note, an

Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a

combination of any of the foregoing, depending upon the Redemption/Payment Basis

shown in the applicable Final Terms.

Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes

in which case references to Coupons and Couponholders in the Conditions are not

applicable.

Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery.

The Obligors, the Paying Agents and the Trustee will (except as otherwise required by

law) deem and treat the bearer of any Note, Receipt or Coupon as the absolute owner

thereof (whether or not overdue and notwithstanding any notice of ownership or writing

thereon, or notice of any previous loss or theft thereof) for all purposes but, in the case

of any Global Note, without prejudice to the provisions set out in the next succeeding

paragraph.

For so long as any of the Notes is represented by a Global Note held on behalf of

Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking, S.A. (Clearstream,

Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is

for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as

the holder of a particular nominal amount of such Notes (in which regard any certificate

or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal

amount of such Notes standing to the account of any person shall be conclusive and

binding for all purposes save in the case of manifest error) shall be treated by the

Obligors, the Paying Agents and the Trustee as the holder of such nominal amount of

such Notes for all purposes other than with respect to the payment of principal or

interest on such nominal amount of such Notes, for which purpose the bearer of the

relevant Global Note shall be treated by the Obligors, any Paying Agent and the Trustee

as the holder of such nominal amount of such Notes in accordance with, and subject to,

the terms of the relevant Global Note and the expressions Noteholder and holder of

Notes and related expressions shall be construed accordingly. In determining whether a

particular person is entitled to a particular nominal amount of Notes as aforesaid, the

Trustee may rely on such evidence and/or information and/or certification as it shall, in

its absolute discretion, think fit and, if it does so rely, such evidence and/or information

and/or certification shall, in the absence of manifest error, be conclusive and binding on

all concerned.

Notes which are represented by a Global Note will be transferable only in accordance

with the rules and procedures for the time being of Euroclear and Clearstream,

Luxembourg, as the case may be. References to Euroclear and/or Clearstream,

Luxembourg shall, whenever the context so permits, be deemed to include a reference

to any additional or alternative clearing system specified in Part B of the applicable Final

Terms.

2. STATUS OF THE NOTES

The Notes and any relative Receipts and Coupons are direct, unconditional,

unsubordinated and unsecured obligations of the Issuer and rank pari passu among

themselves and (save for certain obligations required to be preferred by law) equally

with all other unsecured obligations (other than subordinated obligations, if any) of the

Issuer, from time to time outstanding.

3. NOTES GUARANTEE

3.1 Notes Guarantee

The payment of principal and interest in respect of the Notes and all other moneys

payable by the Issuer under or pursuant to the Trust Deed has been unconditionally and

irrevocably guaranteed on a joint and several basis by each of the Guarantors in the

Trust Deed (the Notes Guarantee).

3.2 Status of Notes Guarantee

The obligations of each Guarantor under the Notes Guarantee are direct, unconditional,

unsubordinated and unsecured obligations of such Guarantor and (save for certain

obligations required to be preferred by law) rank equally with all other unsecured

obligations (other than subordinated obligations, if any) of such Guarantor, from time to

time outstanding.

3.3 Release of a Guarantor

The Issuer may by written notice to the Trustee signed by two directors of the Issuer

request that a Guarantor (other than the Original Guarantors) cease to be a Guarantor if

such Guarantor is no longer providing a Guarantee in respect of any Financial

Indebtedness of the Issuer or of any other member of the Group (other than a Non-

Recourse Subsidiary). Upon the Trustee’s receipt of such notice, such Guarantor (a

Former Guarantor) shall automatically and irrevocably be released and relieved of any

obligation under the Notes Guarantee. Such notice must also contain the following

certifications:

(i) no Event of Default or Potential Event of Default (as defined in the Trust Deed)

has occurred and is continuing or will result from the release of that Guarantor;

(ii) no part of the Financial Indebtedness in respect of which that Guarantor is or

was providing a Guarantee is at that time due and payable but unpaid; and

(iii) such Guarantor is not (or will cease to be simultaneously with such release)

providing a Guarantee in respect of any other Financial Indebtedness of the

Issuer or of any other member of the Group (other than a Non-Recourse

Subsidiary).

If a Former Guarantor subsequently provides a Guarantee in respect of any other

Financial Indebtedness of the Issuer and/or of any other member of the Group (other

than a Non-Recourse Subsidiary) which is (singly or in aggregate with other Guarantees

provided by that entity) in excess of €10,000,000 (or its equivalent in any other

currency) at any time subsequent to the date on which it is released from the Notes

Guarantee as described above, such Former Guarantor will be required to provide a

guarantee in the circumstances described in Condition 3.4.

As used herein, Guarantee means, in respect of any Financial Indebtedness, any

guarantee or indemnity given in respect of such Financial Indebtedness.

3.4 Additional Guarantors

If at any time after the Issue Date of the first Tranche of the Notes, any member of the

Group (other than the Issuer or any Guarantor) provides, or at the time a Person

becomes a member of the Group is providing, a Guarantee in respect of any Financial

Indebtedness of the Issuer and/or of any other member of the Group (other than a Non-

Recourse Subsidiary) which is (singly or in aggregate with other Guarantees provided

by that entity) in excess of €10,000,000 (or its equivalent in any other currency), the

Issuer and the Guarantors covenant that they shall procure that such member of the

Group or such Person, as the case may be, shall execute and deliver a supplemental

trust deed to the Trustee at the same time as (i) such Guarantee is provided; or (ii) the

date such Person so becomes a member of the Group and is providing such

Guarantee, such supplemental trust deed to be in a form and with substance

reasonably satisfactory to the Trustee, and accompanied by such opinion(s) as the

Trustee shall reasonably require pursuant to which such member of the Group or such

Person, as the case may be, (each an Additional Guarantor) shall guarantee the

obligations of the Issuer in respect of the Notes and the Trust Deed on terms mutatis

mutandis as the Notes Guarantee including, but not limited to, such guarantee being

joint and several. Each of the Original Guarantors has in the Trust Deed confirmed and,

in the case of an Additional Guarantor, such Additional Guarantor will confirm in the

supplemental trust deed pursuant to which it becomes a Guarantor, that it has

consented to any such entity becoming a Guarantor as aforesaid without any need for it

to execute any supplemental trust deed.

3.5 Notice of change of Guarantors

Notice of any release of a Guarantor or addition of a Guarantor pursuant to this

Condition will be given by the Issuer to the Noteholders in accordance with Condition 14

as soon as practicable thereafter.

Definitions

In these Conditions:

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any acceptance credit (including any dematerialised equivalent);

(d) any agreement treated as a finance or capital lease in accordance with GAAP;

(e) receivables sold or discounted (other than any receivables to the extent they

are sold on a non-recourse basis);

(f) any derivative transaction protecting against or benefiting from fluctuations in

any rate or price (and, except for non-payment of an amount, the then mark-to-

market value of the derivative transaction will be used to calculate its amount);

(g) any other transaction (including any forward sale or purchase agreement) which

has the commercial effect of a borrowing;

(h) any counter-indemnity obligation in respect of any guarantee, indemnity, bond,

letter of credit or any other instrument issued by a bank or financial institution;

(i) any guarantee, indemnity or similar assurance against financial loss of any

person in respect of any item referred to in the above paragraphs,

(j) but excluding any such obligations which are to any other member of the Group.

GAAP means, in relation to any Obligor, any Material Subsidiary or any Non-Recourse

Subsidiary, as the case may be, generally accepted accounting principles in its

jurisdiction of incorporation including IFRS;

IFRS means international accounting standards within the meaning of the IAS

Regulation 1606/2002 (as amended by Regulation 297/2008) to the extent applicable to

the relevant financial statements; and

Non-Recourse Subsidiary means a Subsidiary of GEP:

(a) which has outstanding Financial Indebtedness to a person other than a

Noteholder, the Issuer, GEP or a Subsidiary of GEP;

(b) which has no claim on GEP, the Issuer or any other Subsidiary of GEP unless

that other Subsidiary is also a Non-Recourse Subsidiary; and

Subsidiary of GEP unless that other Subsidiary is also a Non-Recourse

Subsidiary.

4. FINANCIAL COVENANTS

So long as any of the Notes remains outstanding (as defined in the Trust Deed), the

Obligors must ensure that:

Interest Cover

Actual Interest Cover in respect of any Measurement Period is not less than 1.50:1.00;

Gearing

Consolidated Total Net Borrowings do not at any time exceed 60 per cent. of

Consolidated Total Assets; and

Priority debt

Consolidated Priority Borrowings do not at any time exceed 30 per cent. of

Consolidated Total Assets.

For the purposes of the Conditions:

Actual Interest Cover means, in respect of any Measurement Period, the ratio of

Consolidated EBITDA for that Measurement Period to Consolidated Finance Costs for

that Measurement Period;

Celogix Management Company means the management company of the Celogix SPF

from time to time, being, as at the Issue Date of the first Tranche of the Notes,

Goodman Netherlands B.V. a private limited liability company (besloten vennootschap

met beperkte aansprakelijkheid) incorporated under Dutch law, having its statutory seat

in Amsterdam, the Netherlands and registered with the Chambers of Commerce in the

Netherlands under number 17086670, vested with the broadest powers to administer

and manage the Celogix SPF in accordance with and subject to the Celogix Terms and

Conditions and Dutch law and regulations. Any reference in the Conditions to “Celogix

Management Company” includes any replacement or successor management company

of the Celogix SPF appointed in accordance with the Celogix Terms and Conditions;

Celogix SPF means the Celogix Special Purpose Fund, acting through the Celogix

Management Company, which is a fund for the joint account of the participants (fonds

voor gemene rekening) established in the Netherlands, governed by the Celogix Terms

and Conditions, the participants of which are CPBV and CNV;

Celogix Terms and Conditions means the terms and conditions of Celogix SPF

(fondsvoorwaarden), dated 1 February 2008, governed by Dutch law pursuant to which

the Celogix Management Company is entitled to (i) invest the means of Celogix SPF, (ii)

dispose of (beschikken over) any of the Assets (as defined therein) and assume

Obligations (as defined therein) in the name of the Custodian and (iii) perform any and

all other acts in its own name for the account and risk of the Participants (as defined

therein) which are reasonably necessary for or conducive to the attainment of the object

of Celogix SPF;

Consolidated EBIT means, in relation to a Measurement Period, the aggregate of:

(a) the Net Property Income less Total Partnership Expenses of the Group

(excluding the results from discontinued operations) before finance costs and

tax for that Measurement Period; and

(b) (to the extent not already accounted for) plus or minus the Group’s share of the

profits or losses of associates for that period (after finance costs and tax) and

the Group’s share of the profits or losses of any joint ventures;

adjusted by:

(i) taking no account of any Exceptional Item; and

(ii) taking no account of any unrealised gains or losses on any derivative

instrument or foreign exchange transaction (other than any derivative

instrument which is accounted for on a hedge accounting basis) which is

reported through the income statement;

Consolidated EBITDA means, in relation to a Measurement Period, Consolidated EBIT

for that Measurement Period after adding back any depreciation and amortisation and

taking no account of any charge for impairment or any reversal of any previous

impairment charge made in the period;

Consolidated Eligible Cash and Cash Equivalents means, at any time:

(a) cash in hand or on deposit with any acceptable bank;

(b) certificates of deposit, maturing within one year after the relevant date of

calculation, issued by an acceptable bank;

accepted by an acceptable bank (or any dematerialised equivalent);

(d) investments accessible within 30 days in money market funds which:

(i) have a credit rating of either A-1 or higher by S&P or Fitch or P-1 or

higher by Moody’s; and

(ii) invest substantially all their assets in securities of the types described in

paragraphs (b) and (c) above; or

(e) any other debt, security or investment approved by an Extraordinary Resolution,

in each case, to which any member of the Group is beneficially entitled at that time and

which is capable of being applied against Consolidated Total Borrowings. For this

purpose an acceptable bank is a commercial bank or trust company which has a rating

of A or higher by S&P or Fitch or A2 or higher by Moody’s or a comparable rating from a

nationally recognised credit rating agency for its long-term unsecured and non-credit

enhanced debt obligations or has been approved by an Extraordinary Resolution;

Consolidated Finance Costs means, in relation to a Measurement Period, all finance

costs (whether paid, payable or added to principal) incurred by any member of the

Group during that period calculated on a consolidated basis;

Consolidated Priority Borrowings means, without double counting, the aggregate of

those liabilities constituting (and calculated in accordance with) Consolidated Total

Borrowings which are:

(a) secured by way of a Security Interest over any assets of any member of the

Group; or

(b) owed by any member of the Group that is not an Obligor;

Consolidated Total Assets means, at any time, the aggregate value of all assets of the

Group calculated on the basis of the values that would be attributed to those assets in a

consolidated balance sheet of GEP drawn up at that time but excluding:

(a) Consolidated Eligible Cash and Cash Equivalents; and

(b) any asset arising as a result of the fair valuing of any financial instrument;

Consolidated Total Borrowings means, in respect of the Group, at any time, the

aggregate of the following liabilities calculated at the nominal, principal or other amount

at which the liabilities would be carried in a consolidated balance sheet of GEP drawn

up at that time (or in the case of any guarantee, indemnity or similar assurance referred

to in paragraph (i) below, the maximum liability under the relevant instrument):

(a) any moneys borrowed;

(b) any redeemable preference shares;

equivalent);

(d) any bond, note, debenture, loan stock or other similar instrument;

(e) any indebtedness under a finance or capital lease;

(f) any moneys owing in connection with the sale or discounting of receivables

(except to the extent that there is no recourse);

(g) any indebtedness arising from any deferred payment agreements arranged

primarily as a method of raising finance or financing the acquisition of an asset;

(h) any indebtedness arising in connection with any other transaction (including any

forward sale or purchase agreement) which has the commercial effect of a

borrowing; and

(i) any indebtedness of any person of a type referred to in the above paragraphs

which is the subject of a guarantee, indemnity or similar assurance against

financial loss given by a member of the Group;

Consolidated Total Net Borrowings means at any time Consolidated Total Borrowings

less Consolidated Eligible Cash and Cash Equivalents;

CPBV means C€LOGIX Participation B.V., a private limited liability company (besloten

vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its

statutory seat in Amsterdam, the Netherlands and registered with the Chambers of

Commerce in the Netherlands under number 34140439;

Custodian means Stichting C€LOGIX Property Fund, a Dutch foundation (stichting)

incorporated under Dutch law, having its statutory seat in Amsterdam, the Netherlands

and registered with the Chambers of Commerce in the Netherlands under number

34130534, acting in its capacity as custodian for Celogix SPF and in such capacity

holding legal title to certain assets for the risk and account of the participants of the

Celogix SPF;

Exceptional Item means any material item of income or expense that represents:

(a) any gain or loss arising from:

(i) write-downs of inventories to net realisable value or of property, plant

and equipment to recoverable amount, and reversals of such write-

downs;

(ii) restructuring the activities of the Group and any reversals of any

provision for the costs of restructuring;

(iii) the carrying out of any structural alterations, additions, development or

similar operation;

(iv) disposals of property, plant or equipment;

(v) disposals of investments; or

(vi) disposals or settlements of liabilities of any member of the Group that

fall within the definition of Consolidated Total Borrowings; or

(b) any gain of a highly unusual or non-recurring nature; or

carrying on of the normal core business operations of the Group;

Fitch means Fitch Ratings Limited;

Group means GEP and its Subsidiaries, the Celogix SPF (acting through the Celogix

Management Company), the Celogix Management Company (in its capacity as

management company of the Celogix SPF) and the Custodian;

Measurement Period means each period of 12 months ending on a Quarterly Test

Date;

Moody’s means Moody’s Investors Services Limited;

Net Property Income is the amount identified with that heading in the consolidated

financial statements of the Group;

Quarterly Test Date means 31 March, 30 June, 30 September and 31 December in

each year;

Security Interest means any mortgage, pledge, lien, charge, assignment,

hypothecation or security interest (which, in the case of a Dutch Obligor, includes any

mortgage (hypotheek), pledge (pandrecht), retention of title arrangement

(eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie),

right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt

recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht))

or any other agreement or arrangement having a similar effect;

Subsidiary means an entity of which a person has direct or indirect control or owns

directly or indirectly more than 50 per cent. of the voting capital or similar right of

ownership. For the purpose of this definition, control means the power to direct the

management and the policies of the entity whether through the ownership of voting

capital, by contract or otherwise;

S&P means Standard & Poor’s Financial Services LLC; and

Total Partnership Expenses is the amount identified with that heading in the

consolidated financial statements of the Group.

5. INTEREST

The applicable Final Terms will indicate whether the Notes are (i) Fixed Rate Notes or

Floating Rate Notes or a combination of the foregoing, (ii) Zero Coupon Notes or (iii) in

the case of Exempt Notes only, whether a different interest basis applies.

In the case of Fixed Rate Notes and Floating Rate Notes, the applicable Final Terms

may also indicate whether the Notes are also Step-up/step-down Notes.

5.1 Interest on Fixed Rate Notes

This Condition 5.1 applies to Fixed Rate Notes only, including, subject to the provisions

of Condition 5.2, Fixed Rate Notes which are specified in the applicable Final Terms as

being Step- up/step-down Notes. The applicable Final Terms contains provisions

applicable to the determination of fixed rate interest and must be read in conjunction

with this Condition 5.1 and, if applicable, Condition 5.2 for full information on the manner

in which interest is calculated on Fixed Rate Notes. In particular, the applicable Final

Terms will specify the Interest Commencement Date, the Rate(s) of Interest, the Interest

Payment Date(s), the Maturity Date, the Fixed Coupon Amount, any applicable Broken

Amount, the Calculation Amount, the Day Count Fraction and any applicable

Determination Date.

Each Fixed Rate Note bears interest from (and including) the Interest Commencement

Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in

arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity

Date.

In the case of Definitive Notes, except as provided in the applicable Final Terms, the

amount of interest payable on each Interest Payment Date in respect of the Fixed

Interest Period ending on (but excluding) such date will amount to the Fixed Coupon

Amount. Payments of interest on any Interest Payment Date will, if so specified in the

applicable Final Terms, amount to the Broken Amount so specified.

As used in the Conditions, Fixed Interest Period means the period from (and including)

an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the

next (or first) Interest Payment Date.

Except in the case of Definitive Notes where an applicable Fixed Coupon Amount or

Broken Amount is specified in the applicable Final Terms, interest shall be calculated in

respect of any period by applying the Rate of Interest to:

(a) in the case of Fixed Rate Notes which are represented by a Global Note, the

aggregate outstanding nominal amount of the Fixed Rate Notes represented by

such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid

up); or

(b) in the case of Fixed Rate Notes which are represented by Definitive Notes, the

Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and

rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency,

half of any such sub-unit being rounded upwards or otherwise in accordance with

applicable market convention. Where the Specified Denomination of a Fixed Rate Note

which is represented by a Definitive Note is a multiple of the Calculation Amount, the

amount of interest payable in respect of such Fixed Rate Note shall be the product of

the amount (determined in the manner provided above) for the Calculation Amount and

the amount by which the Calculation Amount is multiplied to reach the Specified

Denomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in

accordance with this Condition 5.1:

(a) if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:

(i) in the case of Notes where the number of days in the relevant period

from (and including) the most recent Interest Payment Date (or, if none,

the Interest Commencement Date) to (but excluding) the relevant

payment date (the Accrual Period) is equal to or shorter than the

Determination Period during which the Accrual Period ends, the number

of days in such Accrual Period divided by the product of (I) the number

of days in such Determination Period and (II) the number of

Determination Dates (as specified in the applicable Final Terms) that

would occur in one calendar year; or

(ii) in the case of Notes where the Accrual Period is longer than the

Determination Period during which the Accrual Period ends, the sum of:

(A) the number of days in such Accrual Period falling in the

Determination Period in which the Accrual Period begins

divided by the product of (x) the number of days in such

Determination Period and (y) the number of Determination

Dates that would occur in one calendar year; and

(B) the number of days in such Accrual Period falling in the next

Determination Period divided by the product of (x) the number

of days in such Determination Period and (y) the number of

Determination Dates that would occur in one calendar year; and

(b) if “30/360” is specified in the applicable Final Terms, the number of days

in the period from (and including) the most recent Interest Payment

Date (or, if none, the Interest Commencement Date) to (but excluding)

the relevant payment date (such number of days being calculated on

the basis of a year of 360 days with 12 30-day months) divided by 360.

In the Conditions:

Determination Period means each period from (and including) a Determination

Date to (but excluding) the next Determination Date (including, where either the

Interest Commencement Date or the final Interest Payment Date is not a

Determination Date, the period commencing on the first Determination Date

prior to, and ending on the first Determination Date falling after, such date); and

sub-unit means, with respect to any currency other than euro, the lowest

amount of such currency that is available as legal tender in the country of such

currency and, with respect to euro, one cent.

5.2 Step-up/step-down Notes

This Condition 5.2 applies to Fixed Rate Notes and Floating Rate Notes which

are specified in the applicable Final Terms as being Step-up/step-down Notes.

(a) Fixed Rate Notes

The Rate of Interest for Fixed Rate Notes which are Step-up/step-down

Notes will be the Initial Rate of Interest specified in the applicable Final

Terms. The Initial Rate of Interest shall be subject to adjustment (each

such adjustment, a Fixed Rate Adjustment) in the event of a Step-up

Rating Change (if any) or a subsequent Step-down Rating Change (if

any), as the case may be, in accordance with the following provisions.

Any Fixed Rate Adjustment shall apply in respect of the Fixed Interest

Period commencing on the Interest Payment Date falling on or

immediately following the date of the relevant Step-up Rating Change

or Step-down Rating Change, as the case may be, until either a further

Fixed Rate Adjustment becomes effective or the date of redemption, as

the case may be.

For any Fixed Interest Period commencing on or after the first Interest

Payment Date immediately following the date of a Step-up Rating

Change, if any, the Rate of Interest shall be increased by the Step-up

Margin specified in the applicable Final Terms.

In the event that a Step-down Rating Change occurs after the date of a

Step-up Rating Change (or on the same date but subsequent thereto),

then for any Fixed Interest Period commencing on the first Interest

Payment Date following the date of such Step-down Rating Change, the

Rate of Interest shall be the Initial Rate of Interest.

(b) Floating Rate Notes

The Margin for Floating Rate Notes which are Step-up/step-down Notes

will be the Margin specified in the applicable Final Terms. The Margin

shall be subject to adjustment (each such adjustment, a Floating Rate

Adjustment) in the event of a Step-up Rating Change (if any) or a

subsequent Step- down Rating Change (if any), as the case may be, in

accordance with the following provisions. Any Floating Rate Adjustment

shall apply in respect of the Interest Period commencing on the Interest

Payment Date falling on or immediately following the date of the

relevant Step-up Rating Change or Step-down Rating Change, as the

case may be, until either a further Floating Rate Adjustment becomes

effective or the date of redemption, as the case may be.

For any Interest Period commencing on or after the first Interest

Payment Date immediately following the date of a Step-up Rating

Change, if any, the Margin shall be increased by the Step-up Margin

specified in the applicable Final Terms.

In the event that a Step-down Rating Change occurs after the date of a

Step-up Rating Change (or on the same date but subsequent thereto),

then for any Interest Period commencing on the first Interest Payment

Date following the date of such Step-down Rating Change, the Margin

shall be the Margin specified in the applicable Final Terms.

The Issuer shall use all reasonable efforts to maintain credit ratings for

Notes issued, or to be issued, by it from each of Moody’s and S&P

(each as defined in Condition 4). In the event that either Moody’s or

S&P fails to or ceases to assign a rating to Notes issued, or to be

issued, by the Issuer, the Issuer shall use all reasonable efforts to

obtain a rating of Notes issued, or to be issued, by it from a Substitute

Rating Agency (as defined in Condition 7.5), and references in this

Condition 5.2 to Moody’s or S&P, as the case may be, or the ratings

thereof, shall be to such Substitute Rating Agency or, as the case may

be, the equivalent ratings thereof. In the event that such a rating is not

obtained from a Substitute Rating Agency, then, for the purposes of the

foregoing adjustments to the Rate of Interest or the Margin (as

applicable), the ratings assigned by the remaining Rating Agency (as

defined in Condition 7.5) shall be deemed also to be the ratings

assigned by the other Rating Agency.

In the event that both Moody’s and S&P fail to or cease to assign a

rating to Notes issued, or to be issued, by the Issuer and the Issuer fails

to obtain a rating of Notes issued, or to be issued, by it from a

Substitute Rating Agency, a Step-up Rating Change will be deemed to

have occurred on the date of such failure. If a rating of Notes issued, or

to be issued, by the Issuer is subsequently assigned by one or more

Rating Agencies, then if such rating (or ratings if more than one) is at

least Baa3, in the case of Moody’s, or at least BBB-, in the case of S&P,

or the equivalent ratings in the case of a Substitute Rating Agency, a

Step-down Rating Change will be deemed to have occurred on the date

of such assignment.

The Rate of Interest or the Margin (as applicable) will only be subject to

adjustment due to a Step-up Rating Change or a deemed Step-up

Rating Change as provided above upon the first occurrence on or after

the Interest Commencement Date of a Step-up Rating Change and may

occur only once. An adjustment to the Rate of Interest or the Margin (as

applicable) following the occurrence of a Step- down Rating Change or

a deemed Step-down Rating Change as provided above may only

occur once and, in any event, only after the occurrence of the Step-up

Rating Change.

The Issuer shall cause each Rating Change (if any) and the applicable

Rate of Interest or applicable Margin to be notified to the Agent, the

Trustee, any stock exchange on which the relevant Notes are for the

time being listed and the Noteholders in accordance with Condition 14

as soon as practicable after such Rating Change.

The Trustee is under no obligation to ascertain whether a Rating

Change, or any event which could lead to the occurrence of, or could

constitute, a Rating Change has occurred, and until it has actual

knowledge or notice pursuant to the Trust Deed to the contrary, the

Trustee may assume that no Rating Change or other such event has

occurred.

In the Conditions:

Rating Change means a Step-up Rating Change and/or a Step-down

Rating Change;

Step-down Rating Change means (subject as provided above in

relation to a deemed Step-down Rating Change):

(i) if the Step-up Rating Change occurred due to a public

announcement by Moody’s of a decrease in the rating of Notes

issued, or to be issued, by the Issuer to below Baa3 but S&P

has not publicly announced a decrease in the rating of Notes

issued, or to be issued, by the Issuer to below BBB-, the first

public announcement after the Step-up Rating Change by

Moody’s of an increase in the rating of Notes issued, or to be

issued, by the Issuer to at least Baa3;

(ii) if the Step-up Rating Change occurred due to a public

announcement by S&P of a decrease in the rating of Notes

issued, or to be issued, by the Issuer to below BBB- but

Moody’s has not publicly announced a decrease in the rating of

Notes issued, or to be issued, by the Issuer to below Baa3, the

first public announcement after the Step-up Rating Change by

S&P of an increase in the rating of Notes issued, or to be

issued, by the Issuer to at least BBB-; or

(iii) if the Step-up Rating Change occurred due to either:

(a) public announcements by both Moody’s and S&P of a

decrease in the rating of Notes issued, or to be issued,

by the Issuer to below Baa3 (in the case of Moody’s)

and below BBB- (in the case of S&P); or

(b) a public announcement by either Moody’s or S&P of a

decrease in the rating of the Notes issued, or to be

issued, by the Issuer to below Baa3 (in the case of

Moody’s) and below BBB- (in the case of S&P) and the

other Rating Agency has, after the occurrence of the

Step-up Rating Change, publicly announced a decrease

in the rating of the Notes issued, or to be issued, by the

Issuer to below Baa3 (in the case of Moody’s) and

below BBB- (in the case of S&P),

the first public announcement after the Step-up Rating Change

by both Moody’s and S&P of an increase in the rating of Notes

issued, or to be issued, by the Issuer to at least Baa3, in the

case of Moody’s, and to at least BBB-, in the case of S&P.

For the avoidance of doubt, any further increases in the credit rating of

Notes issued, or to be issued, by the Issuer above Baa3, in the case of

Moody’s, or above BBB-, in the case of S&P, shall not constitute a Step-

down Rating Change; and

Step-up Rating Change means, subject as provided above in relation

to a deemed Step-up Rating Change, the first public announcement by

either Moody’s or S&P or both of them of a decrease in the rating of

Notes issued, or to be issued, by the Issuer to below Baa3, in the case

of Moody’s, or below BBB-, in the case of S&P. For the avoidance of

doubt, any further decrease in the credit rating of Notes issued, or to be

issued, by the Issuer below Baa3, in the case of Moody’s, or below

BBB-, in the case of S&P, shall not constitute a Step-up Rating Change.

5.3 Interest on Floating Rate Notes

(a) Interest Payment Dates

This Condition 5.3 applies to Floating Rate Notes only, including,

subject to the provisions of Condition 5.2, Floating Rate Notes which

are specified in the applicable Final Terms as being Step- up/step-down

Notes. The applicable Final Terms contains provisions applicable to the

determination of floating rate interest and must be read in conjunction

with this Condition 5.3 and, if applicable, Condition 5.2 for full

information on the manner in which interest is calculated on Floating

Rate Notes. In particular, the applicable Final Terms will identify any

Specified Interest Payment Dates, any Specified Period, the Interest

Commencement Date, the Business Day Convention, any Additional

Business Centres, whether ISDA Determination or Screen Rate

Determination applies to the calculation of interest, the party who will

calculate the amount of interest due if it is not the Agent, the Margin,

any maximum or minimum interest rates and the Day Count Fraction.

Where ISDA Determination applies to the calculation of interest, the

applicable Final Terms will also specify the applicable Floating Rate

Option, Designated Maturity and Reset Date. Where Screen Rate

Determination applies to the calculation of interest, the applicable Final

Terms will also specify the applicable Reference Rate, Relevant

Financial Centre, Interest Determination Date(s) and Relevant Screen

Page.

Each Floating Rate Note bears interest from (and including) the Interest

Commencement Date and such interest will be payable in arrear on

either:

(i) the Specified Interest Payment Date(s) in each year specified in

the applicable Final Terms; or

(ii) if no Specified Interest Payment Date(s) is/are specified in the

applicable Final Terms, each date (each such date, together

with each Specified Interest Payment Date, an Interest

Payment Date) which falls within the number of months or

other period specified as the Specified Period in the applicable

Final Terms after the preceding Interest Payment Date or, in the

case of the first Interest Payment Date, after the Interest

Commencement Date.

Such interest will be payable in respect of each Interest Period. In the

Conditions, Interest Period means the period from (and including) an

Interest Payment Date (or the Interest Commencement Date) to (but

excluding) the next (or first) Interest Payment Date.

If a Business Day Convention is specified in the applicable Final Terms

and (x) if there is no numerically corresponding day in the calendar

month in which an Interest Payment Date should occur or (y) if any

Interest Payment Date would otherwise fall on a day which is not a

Business Day, then, if the Business Day Convention specified is:

(A) in any case where Specified Periods are specified in

accordance with Condition 5.3(a)(ii) above, the Floating Rate

Convention, such Interest Payment Date (a) in the case of (x)

above, shall be the last day that is a Business Day in the

relevant month and the provisions of (ii) below shall apply

mutatis mutandis or (b) in the case of (y) above, shall be

postponed to the next day which is a Business Day unless it

would thereby fall into the next calendar month, in which event

(i) such Interest Payment Date shall be brought forward to the

immediately preceding Business Day and (ii) each subsequent

Interest Payment Date shall be the last Business Day in the

month which falls in the Specified Period after the preceding

applicable Interest Payment Date occurred; or

(B) the Following Business Day Convention, such Interest Payment

Date shall be postponed to the next day which is a Business

Day; or

Payment Date shall be postponed to the next day which is a

Business Day unless it would thereby fall into the next calendar

month, in which event such Interest Payment Date shall be

brought forward to the immediately preceding Business Day; or

(D) the Preceding Business Day Convention, such Interest

Payment Date shall be brought forward to the immediately

preceding Business Day.

In the Conditions, Business Day means a day which is both:

(a) a day on which commercial banks and foreign exchange

markets settle payments and are open for general business

(including dealing in foreign exchange and foreign currency

deposits) in each Additional Business Centre specified in the

applicable Final Terms;

(b) if TARGET2 System is specified as an Additional Business

Centre in the applicable Final Terms, a day on which the Trans-

European Automated Real-Time Gross Settlement Express

Transfer (TARGET2) System (the TARGET2 System) is open;

and

other than euro, a day on which commercial banks and foreign

exchange markets settle payments and are open for general

business (including dealing in foreign exchange and foreign

currency deposits) in the principal financial centre of the country

of the relevant Specified Currency (which if the Specified

Currency is Australian dollars or New Zealand dollars shall be

Sydney and Auckland, respectively) or (ii) in relation to any sum

payable in euro, a day on which the TARGET2 System is open.

(b) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating

Rate Notes will be determined in the manner specified in the applicable

Final Terms.

(i) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final

Terms as the manner in which the Rate of Interest is to be

determined, the Rate of Interest for each Interest Period will be

the relevant ISDA Rate plus or minus (as indicated in the

applicable Final Terms) the Margin (if any). For the purposes of

this subparagraph (i), ISDA Rate for an Interest Period means a

rate equal to the Floating Rate that would be determined by the

Agent under an interest rate swap transaction if the Agent were

acting as Calculation Agent for that swap transaction under the

terms of an agreement incorporating the 2006 ISDA Definitions,

as published by the International Swaps and Derivatives

Association, Inc. and as amended and updated as at the Issue

Date of the first Tranche of the Notes (the ISDA Definitions)

and under which:

(A) the Floating Rate Option is as specified in the

applicable Final Terms;

(B) the Designated Maturity is the period specified as such

in the applicable Final Terms; and

the applicable Final Terms.

For the purposes of this subparagraph (i), Floating Rate,

Calculation Agent, Floating Rate Option, Designated

Maturity and Reset Date have the meanings given to those

terms in the ISDA Definitions.

Unless otherwise stated in the applicable Final Terms, the

Minimum Rate of Interest shall be deemed to be zero.

(ii) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable

Final Terms as the manner in which the Rate of Interest is to be

determined, the Rate of Interest for each Interest Period will,

subject as provided below, be either:

(A) the offered quotation; or

(B) the arithmetic mean (rounded if necessary to the fifth

decimal place, with 0.000005 being rounded upwards)

of the offered quotations,

(expressed as a percentage rate per annum) for the Reference

Rate which appears or appear, as the case may be, on the

Relevant Screen Page as at 11.00 a.m. (Relevant Financial

Centre time) on the Interest Determination Date in question plus

or minus (as indicated in the applicable Final Terms) the Margin

(if any), all as determined by the Agent. If five or more of such

offered quotations are available on the Relevant Screen Page,

the highest (or, if there is more than one such highest quotation,

one only of such quotations) and the lowest (or, if there is more

than one such lowest quotation, one only of such quotations)

shall be disregarded by the Agent for the purpose of

determining the arithmetic mean (rounded as provided above)

of such offered quotations.

The Agency Agreement contains provisions for determining the

Rate of Interest in the event that the Relevant Screen Page is

not available or if, in the case of (A) above, no such offered

quotation appears or, in the case of (B) above, fewer than three

such offered quotations appear, in each case as at the time

specified in the preceding paragraph.

If the applicable Final Terms specifies a Minimum Rate of Interest for

any Interest Period, then, in the event that the Rate of Interest in

respect of such Interest Period, determined in accordance with the

provisions of paragraph (b) above, is less than such Minimum Rate of

Interest, the Rate of Interest for such Interest Period shall be such

Minimum Rate of Interest.

If the applicable Final Terms specifies a Maximum Rate of Interest for

any Interest Period, then, in the event that the Rate of Interest in

respect of such Interest Period determined in accordance with the

provisions of paragraph (b) above is greater than such Maximum Rate

of Interest, the Rate of Interest for such Interest Period shall be such

Maximum Rate of Interest.

(d) Determination of Rate of Interest and calculation of Interest

Amounts

The Agent will, at or as soon as practicable after each time at which the

Rate of Interest is to be determined, determine the Rate of Interest for

the relevant Interest Period.

The Agent will calculate the amount of interest (the Interest Amount)

payable on the Floating Rate Notes for the relevant Interest Period by

applying the Rate of Interest to:

(A) in the case of Floating Rate Notes which are represented by a

Global Note, the aggregate outstanding nominal amount of the

Notes represented by such Global Note (or, if they are Partly

Paid Notes, the aggregate amount paid up); or

(B) in the case of Floating Rate Notes which are represented by

Definitive Notes, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count

Fraction, and rounding the resultant figure to the nearest sub-unit of the

relevant Specified Currency, half of any such sub-unit being rounded

upwards or otherwise in accordance with applicable market convention.

Where the Specified Denomination of a Floating Rate Note which is

represented by a Definitive Note is a multiple of the Calculation Amount,

the Interest Amount payable in respect of such Note shall be the

product of the amount (determined in the manner provided above) for

the Calculation Amount and the amount by which the Calculation

Amount is multiplied to reach the Specified Denomination, without any

further rounding.

Day Count Fraction means, in respect of the calculation of an amount

of interest in accordance with this Condition 5.3:

(i) if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the

applicable Final Terms, the actual number of days in the Interest

Period divided by 365 (or, if any portion of that Interest Period

falls in a leap year, the sum of (I) the actual number of days in

that portion of the Interest Period falling in a leap year divided

by 366 and (II) the actual number of days in that portion of the

Interest Period falling in a non-leap year divided by 365);

(ii) if “Actual/365 (Fixed)” is specified in the applicable Final Terms,

the actual number of days in the Interest Period divided by 365;

(iii) if “Actual/365 (Sterling)” is specified in the applicable Final

Terms, the actual number of days in the Interest Period divided

by 365 or, in the case of an Interest Payment Date falling in a

leap year, 366;

(iv) if “Actual/360” is specified in the applicable Final Terms, the

actual number of days in the Interest Period divided by 360;

(v) if “30/360”, “360/360” or “Bond Basis” is specified in the

applicable Final Terms, the number of days in the Interest

Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =

[360 x (Y

– Y

)] +[30 x (M

– M

)] + (D

– D

)

360

where:

“Y

” is the year, expressed as a number, in which the first day of

the Interest Period falls;

“Y

” is the year, expressed as a number, in which the day

immediately following the last day of the Interest Period falls;

“M

” is the calendar month, expressed as a number, in which

the first day of the Interest Period falls;

“M

” is the calendar month, expressed as a number, in which

the day immediately following the last day of the Interest Period

falls;

“D

” is the first calendar day, expressed as a number, of the

Interest Period, unless such number is 31, in which case D

will

be 30; and

“D

” is the calendar day, expressed as a number, immediately

following the last day included in the Interest Period, unless

such number would be 31 and D

is greater than 29, in which

case D

will be 30;

(vi) if “30E/360” or “Eurobond Basis” is specified in the applicable

Final Terms, the number of days in the Interest Period divided

by 360, calculated on a formula basis as follows:

Day Count Fraction =

[360 x (Y

- Y

)] +[30 x (M

- M

)] + (D

- D

)

360

where:

“Y

” is the year, expressed as a number, in which the first day of

the Interest Period falls;

“Y

” is the year, expressed as a number, in which the day

immediately following the last day of the Interest Period falls;

“M

” is the calendar month, expressed as a number, in which

the first day of the Interest Period falls;

“M

” is the calendar month, expressed as a number, in which

the day immediately following the last day of the Interest Period

falls;

“D

” is the first calendar day, expressed as a number, of the

Interest Period, unless such number would be 31, in which case

will be 30; and

“D

” is the calendar day, expressed as a number, immediately

following the last day included in the Interest Period, unless

such number would be 31, in which case D

will be 30;

(vii) if “30E/360 (ISDA)” is specified in the applicable Final Terms,

the number of days in the Interest Period divided by 360,

calculated on a formula basis as follows:

Day Count Fraction =

[360 x (Y

- Y

)] +[30 x (M

- M

)] + (D

- D

)

360

where:

“Y

” is the year, expressed as a number, in which the first day of

the Interest Period falls;

“Y

” is the year, expressed as a number, in which the day

immediately following the last day of the Interest Period falls;

“M

” is the calendar month, expressed as a number, in which

the first day of the Interest Period falls;

“M

” is the calendar month, expressed as a number, in which

the day immediately following the last day of the Interest Period

falls;

“D

” is the first calendar day, expressed as a number, of the

Interest Period, unless (i) that day is the last day of February or

(ii) such number would be 31, in which case D

will be 30; and

“D

” is the calendar day, expressed as a number, immediately

following the last day included in the Interest Period, unless (i)

that day is the last day of February but not the Maturity Date or

(ii) such number would be 31, in which case D

will be 30.

(e) Linear Interpolation

Where Linear Interpolation is specified as applicable in respect of an

Interest Period in the applicable Final Terms, the Rate of Interest for

such Interest Period shall be calculated by the Agent by straight line

linear interpolation by reference to two rates based on the relevant

Reference Rate (where Screen Rate Determination is specified as

applicable in the applicable Final Terms) or the relevant Floating Rate

Option (where ISDA Determination is specified as applicable in the

applicable Final Terms), one of which shall be determined as if the

Designated Maturity were the period of time for which rates are

available next shorter than the length of the relevant Interest Period and

the other of which shall be determined as if the Designated Maturity

were the period of time for which rates are available next longer than

the length of the relevant Interest Period provided however that if there

is no rate available for a period of time next shorter or, as the case may

be, next longer, then the Agent shall determine such rate at such time

and by reference to such sources as it determines appropriate.

Designated Maturity means, in relation to Screen Rate Determination,

the period of time designated in the Reference Rate.

(f) Notification of Rate of Interest and Interest Amounts

The Agent will cause the Rate of Interest and each Interest Amount for

each Interest Period and the relevant Interest Payment Date to be

notified to the Issuer, the Trustee and any stock exchange on which the

relevant Floating Rate Notes are for the time being listed (by no later

than the first day of each Interest Period) and notice thereof to be

published, in accordance with Condition 14, as soon as possible after

their determination, but in no event later than the fourth London

Business Day thereafter. Each Interest Amount and Interest Payment

Date so notified may subsequently be amended (or appropriate

alternative arrangements made by way of adjustment) without prior

notice in the event of an extension or shortening of the Interest Period.

Any such amendment will promptly be notified to each stock exchange

on which the relevant Floating Rate Notes are for the time being listed

and to the Noteholders in accordance with Condition 14. For the

purposes of this paragraph, the expression London Business Day

means a day (other than a Saturday or a Sunday) on which banks and

foreign exchange markets are open for general business in London.

(g) Determination or Calculation by Trustee

If for any reason at any relevant time the Agent defaults in its obligation

to determine the Rate of Interest or in its obligation to calculate any

Interest Amount in accordance with subparagraph (b)(i) or

subparagraph (b)(ii) above, as the case may be, and in each case in

accordance with paragraph (d) and (e) above, the Trustee (or an agent

appointed by the Trustee at the expense of the Issuer) shall determine

the Rate of Interest at such rate as, in its absolute discretion, acting

reasonably (having such regard as it shall think fit to the foregoing

provisions of this Condition, but subject always to any Minimum Rate of

Interest or Maximum Rate of Interest specified in the applicable Final

Terms), it shall deem fair and reasonable in all the circumstances or, as

the case may be, the Trustee (or an agent appointed by the Trustee at

the expense of the Issuer) shall calculate the Interest Amount(s) in such

manner as it shall deem fair and reasonable in all the circumstances

and each such determination or calculation shall be deemed to have

been made by the Agent.

(h) Certificates to be final

All certificates, communications, opinions, determinations, calculations,

quotations and decisions given, expressed, made or obtained for the

purposes of the provisions of this Condition 5.3 by the Agent shall (in

the absence of wilful default, bad faith or manifest error) be binding on

the Obligors, the Agent, the other Paying Agents and all Noteholders,

Receiptholders and Couponholders and (in the absence of wilful default

and bad faith) no liability to the Obligors, the Noteholders, the

Receiptholders or the Couponholders shall attach to the Agent or the

Trustee in connection with the exercise or non-exercise by it of its

powers, duties and discretions pursuant to such provisions.

5.4 Exempt Notes

The rate or amount of interest payable in respect of Exempt Notes which are not also

Fixed Rate Notes or Floating Rate Notes shall be determined in the manner specified in

the applicable Final Terms, provided that where such Notes are Index Linked Interest

Notes the provisions of Condition 5.3 shall, save to the extent amended in the

applicable Final Terms, apply as if the references therein to Floating Rate Notes and to

the Agent were references to Index Linked Interest Notes and the Calculation Agent,

respectively, and provided further that the Calculation Agent will notify the Agent of the

Rate of Interest for the relevant Interest Period as soon as practicable after calculating

the same.

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon

Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes

and otherwise as specified in the applicable Final Terms.

5.5 Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such

Note) will cease to bear interest (if any) from the date for its redemption unless payment

of principal is improperly withheld or refused. In such event, interest will continue to

accrue until whichever is the earlier of:

(a) the date on which all amounts due in respect of such Note have been paid; and

(b) five days after the date on which the full amount of the moneys payable in

respect of such Note has been received by the Agent and notice to that effect

has been given to the Noteholders as provided in the Trust Deed.

6. PAYMENTS

6.1 Method of payment

Subject as provided below:

(a) payments in a Specified Currency other than euro will be made by credit or

transfer to an account in the relevant Specified Currency maintained by the

payee with a bank in the principal financial centre of the country of such

Specified Currency (which, if the Specified Currency is Australian dollars or New

Zealand dollars, shall be Sydney and Auckland, respectively); and

(b) payments in euro will be made by credit or transfer to a euro account (or any

other account to which euro may be credited or transferred) specified by the

payee.

Payments will be subject in all cases to:

(i) any fiscal or other laws and regulations applicable thereto in the place of

payment, but without prejudice to the provisions of Condition 8; and

(ii) any withholding or deduction required pursuant to an agreement described in

Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or

otherwise imposed pursuant to Sections 1471 through 1474 of the Code

(FATCA), any regulations or agreements thereunder, any official interpretations

thereof, or (without prejudice to the provisions of Condition 8) any law

implementing an intergovernmental approach thereto.

6.2 Presentation of Definitive Notes, Receipts and Coupons

Payments of principal in respect of Definitive Notes will (subject as provided below) be

made in the manner provided in Condition 6.1 above only against presentation and

surrender (or, in the case of part payment of any sum due, endorsement) of Definitive

Notes, and payments of interest in respect of Definitive Notes will (subject as provided

below) be made as aforesaid only against presentation and surrender (or, in the case of

part payment of any sum due, endorsement) of Coupons, in each case at the specified

office of any Paying Agent outside the United States (which expression, as used herein,

means the United States of America (including the States and the District of Columbia

and its possessions)).

Fixed Rate Notes which are represented by Definitive Notes (other than Step-up/step-

down Notes and Long Maturity Notes (as defined below) and save as provided in

Condition 6.4) should be presented for payment together with all unmatured Coupons

appertaining thereto (which expression shall for this purpose include Coupons falling to

be issued on exchange of matured Talons), failing which the amount of any missing

unmatured Coupon (or, in the case of payment not being made in full, the same

proportion of the amount of such missing unmatured Coupon as the sum so paid bears

to the sum due) will be deducted from the sum due for payment. Each amount of

principal so deducted will be paid in the manner mentioned above against surrender of

the relative missing Coupon at any time before the expiry of 10 years after the Relevant

Date (as defined in Condition 8) in respect of such principal (whether or not such

Coupon would otherwise have become void under Condition 9) or, if later, five years

from the date on which such Coupon would otherwise have become due, but in no

event thereafter.

Upon any Fixed Rate Note which is represented by a Definitive Note becoming due and

repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto

will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, any Step-up/step-down Note or Long

Maturity Note which is represented by a Definitive Note becomes due and repayable,

unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall

become void and no payment or, as the case may be, exchange for further Coupons

shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other

100

than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on

issue is less than the aggregate interest payable thereon provided that such Note shall

cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate

amount of interest remaining to be paid after that date is less than the nominal amount

of such Note.

If the due date for redemption of any Definitive Note is not an Interest Payment Date,

interest (if any) accrued in respect of such Note from (and including) the preceding

Interest Payment Date or, as the case may be, the Interest Commencement Date shall

be payable only against surrender of the relevant Definitive Note.

6.3 Payments in respect of Global Notes

Payments of principal and interest (if any) in respect of Notes represented by any

Global Note will (subject as provided below) be made in the manner specified above in

relation to Definitive Notes or otherwise in the manner specified in the relevant Global

Note, where applicable, against presentation or surrender, as the case may be, of such

Global Note at the specified office of any Paying Agent outside the United States. A

record of each payment made, distinguishing between any payment of principal and any

payment of interest, will be made either on such Global Note by the Paying Agent to

which it was presented or in the records of Euroclear and Clearstream, Luxembourg, as

applicable.

6.4 Specific provisions in relation to payments in respect of certain types of Exempt

Notes

Payments of instalments of principal (if any) in respect of Definitive Notes, other than

the final instalment, will (subject as provided below) be made in the manner provided in

Condition 6.1 above only against presentation and surrender (or, in the case of part

payment of any sum due, endorsement) of the relevant Receipt in accordance with the

preceding paragraph. Payment of the final instalment will be made in the manner

provided in Condition 6.1 above only against presentation and surrender (or, in the case

of part payment of any sum due, endorsement) of the relevant Note in accordance with

the preceding paragraph. Each Receipt must be presented for payment of the relevant

instalment together with the Definitive Note to which it appertains. Receipts presented

without the Definitive Note to which they appertain do not constitute valid obligations of

the Issuer. Upon the date on which any Definitive Note becomes due and repayable,

unmatured Receipts (if any) relating thereto (whether or not attached) shall become void

and no payment shall be made in respect thereof.

Upon the date on which any Dual Currency Note or Index Linked Note in definitive form

becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto

(whether or not attached) shall become void and no payment or, as the case may be,

exchange for further Coupons shall be made in respect thereof.

101

6.5 General provisions applicable to payments

The holder of a Global Note shall be the only person entitled to receive payments in

respect of Notes represented by such Global Note and the Issuer or, as the case may

be, the Guarantors will be discharged by payment to, or to the order of, the holder of

such Global Note in respect of each amount so paid. Each of the persons shown in the

records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular

nominal amount of Notes represented by such Global Note must look solely to

Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each

payment so made by the Issuer or, as the case may be, one or more Guarantors to, or

to the order of, the holder of such Global Note.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal

and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments

of principal and/or interest in respect of such Notes will be made at the specified office

of a Paying Agent in the United States if:

(a) the Obligors have appointed Paying Agents with specified offices outside the

United States with the reasonable expectation that such Paying Agents would

be able to make payment in U.S. dollars at such specified offices outside the

United States of the full amount of principal and interest on the Notes in the

manner provided above when due;

(b) payment of the full amount of such principal and interest at all such specified

offices outside the United States is illegal or effectively precluded by exchange

controls or other similar restrictions on the full payment or receipt of principal

and interest in U.S. dollars; and

opinion of the Obligors, adverse tax consequences to any Obligor.

6.6 Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon is not

a Payment Day, the holder thereof shall not be entitled to payment until the next

following Payment Day in the relevant place and shall not be entitled to further interest

or other payment in respect of such delay. For these purposes, Payment Day means

any day which (subject to Condition 9) is:

(a) a day on which commercial banks and foreign exchange markets settle

payments and are open for general business (including dealing in foreign

exchange and foreign currency deposits) in:

(i) in the case of Notes in definitive form only, the relevant place of

presentation;

(ii) each Additional Financial Centre (other than TARGET2 System)

specified in the applicable Final Terms;

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(iii) if TARGET2 System is specified as an Additional Financial Centre in the

applicable Final Terms, a day on which the TARGET2 System is open;

and

(b) either (i) in relation to any sum payable in a Specified Currency other than euro,

a day on which commercial banks and foreign exchange markets settle

payments and are open for general business (including dealing in foreign

exchange and foreign currency deposits) in the principal financial centre of the

country of the relevant Specified Currency (which if the Specified Currency is

Australian dollars or New Zealand dollars shall be Sydney and Auckland,

respectively) or (ii) in relation to any sum payable in euro, a day on which the

TARGET2 System is open.

6.7 Interpretation of principal and interest

Any reference in the Conditions to principal in respect of the Notes shall be deemed to

include, as applicable:

(a) any additional amounts which may be payable with respect to principal under

Condition 8 or under any undertaking or covenant given in addition thereto, or in

substitution therefor, pursuant to the Trust Deed;

(b) the Final Redemption Amount of the Notes;

(d) the Optional Redemption Amount(s) (if any) of the Notes;

(e) the Change of Control Redemption Amount(s) (if any) of the Notes;

(f) in relation to Exempt Notes redeemable in instalments, the Instalment Amounts;

(g) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in

Condition 7.5); and

(h) any premium and any other amounts (other than interest) which may be

payable by the Issuer under or in respect of the Notes.

Any reference in the Conditions to interest in respect of the Notes shall be deemed to

include, as applicable, any additional amounts which may be payable with respect to

interest under Condition 8 or under any undertaking or covenant given in addition

thereto, or in substitution therefor, pursuant to the Trust Deed.

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7. REDEMPTION AND PURCHASE

7.1 Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note

will be redeemed by the Issuer at the Final Redemption Amount (as defined below) in

the relevant Specified Currency on the Maturity Date specified in the applicable Final

Terms.

For the purposes of the Conditions, Final Redemption Amount means:

(i) in the case of a Note other than an Exempt Note, 100 per cent. of the

Calculation Amount; and

(ii) in the case of an Exempt Note, the amount specified in, or determined in the

manner specified in, the applicable Final Terms.

7.2 Redemption for tax reasons

Subject to Condition 7.5, the Notes may be redeemed at the option of the Issuer in

whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any

Interest Payment Date (if this Note is a Floating Rate Note), on giving not less than the

minimum period and not more than the maximum period of notice specified in the

applicable Final Terms to the Trustee and the Agent and, in accordance with Condition

14, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee

immediately before the giving of such notice that:

(a) on the occasion of the next payment due under the Notes, the Issuer has or will

become obliged to pay additional amounts as provided or referred to in

Condition 8, or any Guarantor would be unable for reasons outside its control to

procure payment by the Issuer and in making payment itself, would be required

to pay such additional amounts, in each case as a result of any change in, or

amendment to, the laws or regulations of a Tax Jurisdiction (as defined in

Condition 8) or any change in the application or official interpretation of such

laws or regulations, which change or amendment becomes effective on or after

the date on which agreement is reached to issue the first Tranche of the Notes;

and

(b) such obligation cannot be avoided by the Issuer or, as the case may be, the

Guarantors, taking reasonable measures available to it or them, as the case

may be,

provided that no such notice of redemption shall be given earlier than 90 days prior to

the earliest date on which the Issuer or, as the case may be, the relevant Guarantor

would be obliged to pay such additional amounts were a payment in respect of the

Notes then due.

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Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer

shall deliver to the Trustee (i) a certificate signed by two directors of the Issuer or, as the

case may be, two directors of the relevant Guarantor stating that the Issuer is entitled to

effect such redemption and setting forth a statement of facts showing that the conditions

precedent to the right of the Issuer so to redeem have occurred and (ii) an opinion of

independent legal advisers of recognised standing to the effect that the Issuer or, as the

case may be, the relevant Guarantor, has or will become obliged to pay such additional

amounts as a result of such change or amendment and the Trustee shall be entitled to

accept the certificate as sufficient evidence of the satisfaction of the conditions

precedent set out above, in which event it shall be conclusive and binding on the

Noteholders, the Receiptholders and the Couponholders.

Notes redeemed pursuant to this Condition 7.2 will be redeemed at their Early

Redemption Amount referred to in Condition 7.6 below together (if appropriate) with

interest accrued to (but excluding) the date of redemption.

7.3 Redemption at the option of the Issuer (Issuer Call)

This Condition 7.3 applies to Notes which are subject to redemption prior to the Maturity

Date at the option of the Issuer (other than for taxation reasons), such option being

referred to as an Issuer Call. The applicable Final Terms contains provisions applicable

to any Issuer Call and must be read in conjunction with this Condition 7.3 for full

information on any Issuer Call. In particular, the applicable Final Terms will identify the

Optional Redemption Date(s), the Optional Redemption Amount, any minimum or

maximum amount of Notes which can be redeemed and the applicable notice periods.

If Issuer Call is specified as being applicable in the applicable Final Terms, the Issuer

may, having given not less than the minimum period nor more than the maximum period

of notice specified in applicable Final Terms to the Noteholders in accordance with

Condition 14 (which notice shall be irrevocable and shall specify the date fixed for

redemption), redeem all or some only of the Notes then outstanding on any Optional

Redemption Date and at the Optional Redemption Amount(s) specified in the applicable

Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant

Optional Redemption Date. Any such redemption must be of a nominal amount not less

than the Minimum Redemption Amount and not more than the Maximum Redemption

Amount, in each case as may be specified in the applicable Final Terms. The Optional

Redemption Amount will be either, as specified in the applicable Final Terms, (i) if Make

Whole Redemption Price is specified as being applicable in the applicable Final Terms,

the relevant Make Whole Redemption Price or (ii) the specified percentage of the

nominal amount of the Notes stated in the applicable Final Terms.

The Make Whole Redemption Price will be an amount equal to:

(a) if Spens Amount is specified as being applicable in the applicable Final Terms,

the higher of (i) 100 per cent. of the nominal amount outstanding of the Notes to

be redeemed and (ii) the nominal amount outstanding of the Notes to be

redeemed multiplied by the price, as reported to the Issuer and the Trustee by

the Determination Agent, at which the Gross Redemption Yield on such Notes

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on the Reference Date is equal to the Gross Redemption Yield (determined by

reference to the middle market price) at the Quotation Time on the Reference

Date of the Reference Bond, plus the Redemption Margin; or

(b) if Make Whole Redemption Amount is specified as applicable in the applicable

Final Terms, the higher of (i) 100 per cent. of the nominal amount outstanding of

the Notes to be redeemed and (ii) the sum of the present values of the nominal

amount outstanding of the Notes to be redeemed and the Remaining Term

Interest on such Notes (exclusive of interest accrued to the date of redemption)

and such present values shall be calculated by discounting such amounts to the

date of redemption on an annual basis (assuming a 360-day year consisting of

twelve 30-day months or, in the case of an incomplete month, the number of

days elapsed) at the Reference Bond Rate, plus the Redemption Margin,

all as determined by the Determination Agent.

Subject to article 96 of the Luxembourg act dated 10 August 1915 on commercial

companies, as amended (the Companies Act 1915), in the case of a partial redemption

of Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by

lot, in the case of Redeemed Notes represented by Definitive Notes, and in accordance

with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the

records of Euroclear and Clearstream, Luxembourg as either a pool factor or a

reduction in nominal amount, at their discretion) in the case of Redeemed Notes

represented by a Global Note, not more than 30 days prior to the date fixed for

redemption (such date of selection being hereinafter called the Selection Date). In the

case of Redeemed Notes represented by Definitive Notes, a list of the serial numbers of

such Redeemed Notes will be published in accordance with Condition 14 not less than

15 days prior to the date fixed for redemption. No exchange of the relevant Global Note

will be permitted during the period from (and including) the Selection Date to (and

including) the date fixed for redemption pursuant to this Condition 7.3 and notice to that

effect shall be given by the Issuer to the Noteholders in accordance with Condition 14 at

least five days prior to the Selection Date.

In this Condition 7.3:

DA Selected Bond means a government security or securities selected by the

Determination Agent as having an actual or interpolated maturity comparable with the

remaining term of the Notes, that would be utilised, at the time of selection and in

accordance with customary financial practice, in pricing new issues of corporate debt

securities denominated in the Specified Currency and of a comparable maturity to the

remaining term of the Notes;

Determination Agent means an investment bank or financial institution of international

standing selected by the Issuer after consultation with the Trustee;

Gross Redemption Yield means, with respect to a security, the gross redemption yield

on such security, expressed as a percentage and calculated by the Determination Agent

on the basis set out by the UK Debt Management Office in the paper “Formulae for

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Calculating Gilt Prices from Yields”, page 4, Section One: Price/Yield Formulae

“Conventional Gilts”; “Double dated and Undated Gilts with Assumed (or Actual)

Redemption on a Quasi-Coupon Date” (published 8 June 1998, as amended or updated

from time to time) on a semi-annual compounding basis (converted to an annualised

yield and rounded up (if necessary) to four decimal places) or on such other basis as

the Trustee may approve;

Quotation Time shall be as set out in the applicable Final Terms;

Redemption Margin shall be as set out in the applicable Final Terms;

Reference Bond shall be as set out in the applicable Final Terms or the DA Selected

Bond;

Reference Bond Price means, with respect to any date of redemption, (a) the

arithmetic average of the Reference Government Bond Dealer Quotations for such date

of redemption, after excluding the highest and lowest such Reference Government

Bond Dealer Quotations, or (b) if the Determination Agent obtains fewer than four such

Reference Government Bond Dealer Quotations, the arithmetic average of all such

quotations;

Reference Bond Rate means, with respect to any date of redemption, the rate per

annum equal to the annual or semi-annual yield (as the case may be) to maturity or

interpolated yield to maturity (on the relevant day count basis) of the Reference Bond,

assuming a price for the Reference Bond (expressed as a percentage of its nominal

amount) equal to the Reference Bond Price for such date of redemption;

Reference Date will be set out in the relevant notice of redemption;

Reference Government Bond Dealer means each of five banks selected by the

Issuer, or their affiliates, which are (A) primary government securities dealers, and their

respective successors, or (B) market makers in pricing corporate bond issues;

Reference Government Bond Dealer Quotations means, with respect to each

Reference Government Bond Dealer and any date of redemption, the arithmetic

average, as determined by the Determination Agent, of the bid and offered prices for the

Reference Bond (expressed in each case as a percentage of its nominal amount) at the

Quotation Time on the Reference Date quoted in writing to the Determination Agent by

such Reference Government Bond Dealer; and

Remaining Term Interest means, with respect to any Note, the aggregate amount of

scheduled payment(s) of interest on such Note for the remaining term of such Note

determined on the basis of the rate of interest applicable to such Note from and

including the date on which such Note is to be redeemed by the Issuer pursuant to this

Condition 7.3.

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7.4 Redemption at the option of the Noteholders (Investor Put)

This Condition 7.4 applies to Notes which are subject to redemption prior to the Maturity

Date at the option of the Noteholder, such option being referred to as an Investor Put.

The applicable Final Terms contains provisions applicable to any Investor Put and must

be read in conjunction with this Condition 7.4 for full information on any Investor Put. In

particular, the applicable Final Terms will identify the Optional Redemption Date(s), the

Optional Redemption Amount and the applicable notice periods. The minimum notice

period specified in the applicable Final Terms shall not be not less than 5 days.

If Investor Put is specified as being applicable in the applicable Final Terms, upon the

holder of any Note giving to the Issuer in accordance with Condition 14 not less than the

minimum period nor more than the maximum period of notice specified in the applicable

Final Terms, the Issuer will, upon the expiry of such notice, redeem such Note on the

Optional Redemption Date and at the Optional Redemption Amount together, if

appropriate, with interest accrued to (but excluding) the Optional Redemption Date.

To exercise the right to require redemption of this Note under this Condition 7.4 the

holder of this Note must, if this Note is a Definitive Note and held outside Euroclear and

Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any

time during normal business hours of such Paying Agent falling within the notice period,

a duly completed and signed notice of exercise in the form (for the time being current)

obtainable from any specified office of any Paying Agent (a Put Notice) and in which

the holder must specify a bank account to which payment is to be made under this

Condition. A Put Notice must be accompanied by this Note or evidence satisfactory to

the Paying Agent concerned that this Note will, following delivery of the Put Notice, be

held to its order or under its control.

If this Note is represented by a Global Note or is a Definitive Note and held through

Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of

this Note under this Condition 7.4 the holder of this Note must, within the notice period,

give notice to the Agent of such exercise in accordance with the standard procedures of

Euroclear and Clearstream, Luxembourg (which may include notice being given on his

instruction by Euroclear or Clearstream, Luxembourg or any common depositary or

common safekeeper, as the case may be, for them to the Agent by electronic means) in

a form acceptable to Euroclear and Clearstream, Luxembourg from time to time.

Any Put Notice or other notice given in accordance with the standard procedures of

Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this

Condition 7.4 shall be irrevocable except where, prior to the due date of redemption, an

Event of Default has occurred and the Trustee has declared the Notes to be due and

payable pursuant to Condition 10, in which event such holder, at its option, may elect by

notice to the Issuer to withdraw the notice given pursuant to this Condition 7.4 and

instead to declare such Note forthwith due and payable pursuant to Condition 10.

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7.5 Redemption at the option of the Noteholders upon a change of control (Change of

Control Put)

This Condition 7.5 applies to Notes which are subject to redemption or purchase prior to

the Maturity Date at the option of the Noteholder, such option being referred to as a

Change of Control Put. The applicable Final Terms contains provisions applicable to

any Change of Control Put and must be read in conjunction with this Condition 7.5 for

full information on any Change of Control Put. In particular, the applicable Final Terms

will identify the Change of Control Redemption Amount.

If Change of Control Put is specified as being applicable in the applicable Final Terms,

then this Condition 7.5 shall apply.

A Put Event will be deemed to occur if:

(i) a Change of Control has occurred; and

(ii) on the date (the Relevant Announcement Date) that is the earlier of (x) the

date of the first public announcement of the relevant Change of Control; and (y)

the date of the earliest Relevant Potential Change of Control Announcement (if

any), the Notes carry from any of Moody’s or S&P or any of their respective

successors or any other rating agency (each a Substitute Rating Agency) of

equivalent international standing specified by the Issuer (each, a Rating

Agency):

(1) an investment grade credit rating (Baa3/BBB-/BBB-, or equivalent, or

better), and such rating from any Rating Agency is within the Change of

Control Period either downgraded to a non-investment grade credit

rating (Ba1/BB+/BB+, or equivalent, or worse) or withdrawn and is not

within the Change of Control Period subsequently (in the case of a

downgrade) upgraded or (in the case of a withdrawal) reinstated to an

investment grade credit rating by such Rating Agency; or

(2) a non-investment grade credit rating (Ba1/BB+/BB+, or equivalent, or

worse), and such rating from any Rating Agency is within the Change of

Control Period downgraded by one or more notches (for illustration,

Ba1/BB+/BB+ to Ba2/BB/BB being one notch) or withdrawn and is not

within the Change of Control Period subsequently (in the case of a

downgrade) upgraded or (in the case of a withdrawal) reinstated to its

earlier credit rating or better by such Rating Agency; or

(3) no credit rating from any Rating Agency and no Rating Agency assigns,

within the Change of Control Period, at least an investment grade credit

rating to the Notes,

provided that if on the Relevant Announcement Date the Notes carry a credit

rating from more than one Rating Agency, at least one of which is investment

grade, then sub-paragraph (1) will apply; and

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(iii) in making the relevant decision(s) referred to above, the relevant Rating Agency

announces publicly or confirms in writing to the Issuer or the Trustee that such

decision(s) resulted, in whole or in part, from the occurrence of the Change of

Control or the Relevant Potential Change of Control Announcement. Upon

receipt by the Issuer or the Trustee of any such written confirmation, the Issuer

shall forthwith give notice of such written confirmation to the Noteholders in

accordance with Condition 14.

If the rating designations employed by Moody’s or S&P are changed from those which

are described in paragraph (ii) of the definition of “Put Event” above, or if a rating is

procured from a Substitute Rating Agency, the Issuer shall determine the rating

designations of Moody’s or S&P or such Substitute Rating Agency (as appropriate) as

are most equivalent to the prior rating designations of Moody’s or S&P and this

Condition 7.5 shall be construed accordingly.

If a Put Event occurs, the holder of any Note will have the option to require the Issuer to

redeem or, at the Issuer’s option, purchase (or procure the purchase of) such Note on

the Put Date (as defined below) at the Change of Control Redemption Amount together

(if appropriate) with interest accrued to (but excluding) the date of redemption or

purchase.

Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer

shall, and at any time upon the Trustee becoming similarly so aware the Trustee may,

and if so requested by the holders of at least one-quarter in principal amount of the

Notes then outstanding or if so directed by an Extraordinary Resolution of the

Noteholders, shall, (subject in each case to the Trustee being indemnified and/or

secured and/or pre-funded to its satisfaction) give notice to the Noteholders in

accordance with Condition 14 (a Put Event Notice) specifying the nature of the Put

Event and the circumstances giving rise to it and the procedure for exercising the option

set out in this Condition 7.5.

To exercise the option to require redemption or purchase of this Note under this

Condition 7.5 the holder of this Note must, if this Note is a Definitive Note and held

outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any

Paying Agent at any time during normal business hours of such Paying Agent falling

within the Put Period, a duly completed and signed notice of exercise in the form (for the

time being current) obtainable from the specified office of any Paying Agent (a Change

of Control Put Option Notice) and in which the holder must specify a bank account to

which payment is to be made under this Condition accompanied by this Note or

evidence satisfactory to the Paying Agent concerned that this Note will, following

delivery of the Change of Control Put Option Notice, be held to its order or under its

control.

If this Note is represented by a Global Note or is a Definitive Note and held through

Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption or,

as the case may be, purchase of this Note under this Condition 7.5 the holder of this

Note must, within the Put Period, give notice to the Agent of such exercise in

accordance with the standard procedures of Euroclear and/or Clearstream, Luxembourg

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(which may include notice being given on his instruction by Euroclear and/or

Clearstream, Luxembourg or any common depositary for them to the Agent by

electronic means) in a form acceptable to Euroclear and/or Clearstream, Luxembourg

from time to time.

Any Change of Control Put Option Notice or other notice given in accordance with the

standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of

any Note pursuant to this Condition 7.5 shall be irrevocable except where, prior to the

due date of redemption or purchase, an Event of Default has occurred and the Trustee

has declared the Notes to be due and payable pursuant to Condition 10, in which event

such holder, at its option, may elect by notice to the Issuer to withdraw the notice given

pursuant to this Condition 7.5 and instead to declare such Note forthwith due and

payable pursuant to Condition 10.

If 80 per cent. or more in nominal amount of the Notes then outstanding have been

redeemed pursuant to this Condition 7.5, the Issuer may, on not less than 30 or more

than 60 days’ notice to the Noteholders given within 30 days after the Put Date, redeem

or, at its option, purchase (or procure the purchase of) the remaining Notes as a whole

at the Change of Control Redemption Amount together (if appropriate) with interest

accrued to (but excluding) the date of redemption or purchase.

The Trustee is under no obligation to ascertain whether a Put Event or Change of

Control, or any event which could lead to the occurrence of, or could constitute, a Put

Event or Change of Control has occurred, and until it shall have actual knowledge or

notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Put

Event or Change of Control or other such event has occurred.

For the purposes of the Conditions:

control means the power to direct the management and policies of an entity, whether

through the ownership of voting capital, by contract or otherwise;

acting in concert means acting together pursuant to an agreement or understanding

(whether formal or informal);

a Change of Control shall be deemed to have occurred at each time that:

(i) any Person or group of Persons acting in concert gains control of GEP; or

(ii) GEP ceases to, directly or indirectly, be the legal and beneficial owner of 100

per cent. of the issued share capital of GEH; or

(iii) Goodman ceases to be the legal and beneficial owner (directly or indirectly

through wholly owned Subsidiaries) of 100 per cent. of the issued share capital

of the Management Company;

Change of Control Period means the period commencing on the Relevant

Announcement Date and ending 120 days after the occurrence of the Change of

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Control (or such longer period for which the Notes are under consideration (such

consideration having been announced publicly within the period ending 120 days after

the Change of Control) for rating review or, as the case may be, rating by a Rating

Agency, such period not to exceed 60 days after the public announcement of such

consideration);

Goodman means (i) Goodman Limited, a public company incorporated in Australia with

registration number ABN 69 000 123 071 and/or (ii) Goodman Funds Management

Limited registered in Australia with registration number ACN 067 796 641 as responsible

entity of the GIT registered in Australia ARSN 091 213 839; and/or (iii) Goodman

Logistics (HK) Limited, a public company incorporated in Hong Kong with company

number 1700359; and/or (iv) any other company or trust the capital in which is stapled

to that of the other companies and trusts constituting Goodman;

a reference to a Person includes any individual, company, corporation, unincorporated

association or body (including a partnership, trust, fund, joint venture or consortium),

government, state, agency, organisation or other entity whether or not having separate

legal personality;

Put Date is the seventh day following the last day of the Put Period;

Put Period means the period from, and including, the date of a Put Event Notice to, but

excluding, the 45th day following the date of the Put Event Notice or, if earlier, the eighth

day immediately preceding the Maturity Date; and

Relevant Potential Change of Control Announcement means any public

announcement or statement by or on behalf of any Obligor, any actual or potential

bidder or any adviser acting on behalf of any actual or potential bidder relating to any

potential Change of Control where within 180 days following the date of such

announcement or statement, a Change of Control occurs.

7.6 Early Redemption Amounts

For the purpose of Condition 7.2 above and Condition 10, each Note will be redeemed

at its Early Redemption Amount calculated as follows:

(a) in the case of a Note with a Final Redemption Amount equal to the Issue Price,

at the Final Redemption Amount thereof;

(b) in the case of a Note (other than a Zero Coupon Note) with a Final Redemption

Amount which is or may be less or greater than the Issue Price or which is

payable in a Specified Currency other than that in which the Note is

denominated, at the amount specified in the applicable Final Terms or, if no

such amount or manner is so specified in the applicable Final Terms, at its

nominal amount; or

Amount) calculated in accordance with the following formula:

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Early Redemption Amount = RP x (1 + AY)

where:

RP means the Reference Price;

AY means the Accrual Yield expressed as a decimal; and

is the Day Count Fraction specified in the applicable Final Terms which

will be either (i) 30/360 (in which case the numerator will be equal to the

number of days (calculated on the basis of a 360-day year consisting of

12 months of 30 days each) from (and including) the Issue Date of the

first Tranche of the Notes to (but excluding) the date fixed for

redemption or (as the case may be) the date upon which such Note

becomes due and repayable and the denominator will be 360) or (ii)

Actual/360 (in which case the numerator will be equal to the actual

number of days from (and including) the Issue Date of the first Tranche

of the Notes to (but excluding) the date fixed for redemption or (as the

case may be) the date upon which such Note becomes due and

repayable and the denominator will be 360) or (iii) Actual/365 (in which

case the numerator will be equal to the actual number of days from (and

including) the Issue Date of the first Tranche of the Notes to (but

excluding) the date fixed for redemption or (as the case may be) the

date upon which such Note becomes due and repayable and the

denominator will be 365).

7.7 Specific redemption provisions applicable to certain types of Exempt Notes

The Final Redemption Amount, any Optional Redemption Amount, any Change of

Control Redemption Amount and the Early Redemption Amount in respect of Index

Linked Redemption Notes and Dual Currency Redemption Notes may be specified in, or

determined in the manner specified in, the applicable Final Terms. For the purposes of

Condition 7.2, Index Linked Interest Notes and Dual Currency Interest Notes may be

redeemed only on an Interest Payment Date.

Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment

Dates specified in the applicable Final Terms. In the case of early redemption, the Early

Redemption Amount of Instalment Notes will be determined in the manner specified in

the applicable Final Terms.

Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise,

in accordance with the provisions of this Condition and the applicable Final Terms.

7.8 Purchases

Any Obligor or any Subsidiary of any Obligor may at any time purchase Notes (provided

that, in the case of Definitive Notes, all unmatured Receipts, Coupons and Talons

appertaining thereto are purchased therewith) at any price in the open market or

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otherwise. Such Notes may be held, reissued, resold or, at the option of the relevant

Obligor, surrendered to any Paying Agent for cancellation.

7.9 Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured

Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of

redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant

to Condition 7.8 above (together with all unmatured Receipts, Coupons and Talons

cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.

7.10 Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such

Zero Coupon Note pursuant to Condition 7.1, 7.2, 7.3 or 7.4 above, or upon its

becoming due and repayable as provided in Condition 10, is improperly withheld or

refused, the amount due and repayable in respect of such Zero Coupon Note shall be

the amount calculated as provided in Condition 7.6(c) above, as though the references

therein to the date fixed for the redemption or the date upon which such Zero Coupon

Note becomes due and payable, were replaced by references to the date which is the

earlier of:

(a) the date on which all amounts due in respect of such Zero Coupon Note have

been paid; and

(b) five days after the date on which the full amount of the moneys payable in

respect of such Zero Coupon Notes has been received by the Agent or the

Trustee and notice to that effect has been given to the Noteholders in

accordance with Condition 14.

8. TAXATION

All payments of principal and interest in respect of the Notes, Receipts and Coupons by

any Obligor will be made without withholding or deduction for or on account of any

present or future taxes or duties of whatever nature imposed or levied by or on behalf of

any Tax Jurisdiction unless such withholding or deduction is required by law. In such

event, the relevant Obligor will pay such additional amounts as shall be necessary in

order that the net amounts received by the holders of the Notes, Receipts or Coupons,

after such withholding or deduction, shall equal the respective amounts of principal and

interest which would otherwise have been receivable in respect of the Notes, Receipts

or Coupons, as the case may be, in the absence of such withholding or deduction;

except that no such additional amounts shall be payable with respect to any Note,

Receipt or Coupon:

(a) presented for payment in a Tax Jurisdiction; or

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(b) the holder of which is liable for such taxes or duties in respect of such Note,

Receipt or Coupon by reason of his having some connection with a Tax

Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or

below) except to the extent that the holder thereof would have been entitled to

an additional amount on presenting the same for payment on such thirtieth day

assuming that day to have been a Payment Day (as defined in Condition 6.6);

(d) presented for payment by or on behalf of a holder who would have been able to

avoid such withholding or deduction by presenting the relevant Note, Receipt or

Coupon to another Paying Agent in a Member State of the European Union.

For the purposes of the Conditions:

(i) Dutch Obligor means an Obligor incorporated or established under the laws of

the Netherlands;

(ii) Luxembourg Obligor means an Obligor incorporated or established under the

laws of Luxembourg;

(iii) the Relevant Date means the date on which such payment first becomes due,

except that, if the full amount of the moneys payable has not been duly received

by the Trustee or the Agent on or prior to such due date, it means the date on

which, the full amount of such moneys having been so received, notice to that

effect is duly given to the Noteholders in accordance with Condition 14; and

(iv) Tax Jurisdiction means, in the case of any Luxembourg Obligor, Luxembourg

or any political subdivision or any authority thereof or therein having power to

tax or, in the case of any Dutch Obligor, the Netherlands or any political

subdivision or any authority thereof or therein having power to tax or, in either

case or in the case of any member of the Group which becomes a Guarantor

pursuant to Condition 3.4 which is not a Luxembourg Obligor or a Dutch

Obligor, any other jurisdiction or any political subdivision or any authority thereof

or therein having power to tax to which any Obligor is or becomes subject in

respect of payments made by it of principal and/or interest on the Notes.

9. PRESCRIPTION

The Notes, Receipts and Coupons will become void unless claims in respect of principal

and/or interest are made within a period of 10 years (in the case of principal) and five

years (in the case of interest) after the Relevant Date (as defined in Condition 8)

therefor.

The Luxembourg act dated 3 September 1996 on the involuntary dispossession of

bearer securities, as amended (the Involuntary Dispossession Act 1996), requires

that any amount that is payable under the Notes, Receipts, Talons and/or Coupons (but

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has not yet been paid to the holders thereof), in the event that (i) an opposition has

been filed in relation to the Notes, Receipts, Talons and/or Coupons and (ii) the Notes,

Receipts, Talons and/or Coupons mature prior to becoming forfeited (as provided for in

the Involuntary Dispossession Act 1996), is paid to the Caisse des consignations in

Luxembourg until the opposition has been withdrawn or the forfeiture of the Notes,

Receipts, Talons and/or Coupons occurs.

There shall not be included in any Coupon sheet issued on exchange of a Talon any

Coupon the claim for payment in respect of which would be void pursuant to this

Condition or Condition 6.2 or any Talon which would be void pursuant to Condition 6.2.

10. EVENTS OF DEFAULT AND ENFORCEMENT

10.1 The Trustee at its discretion may, and if so requested in writing by the holders of at least

one quarter in nominal amount of the Notes then outstanding, or if so directed by an

Extraordinary Resolution shall (subject in each case to being indemnified and/or

secured and/or pre-funded to its satisfaction), (but in the case of the happening of any

of the events described in paragraphs (c) to (f) inclusive (other than the winding up or

dissolution of any Obligor), (g), (h), (i), (j), (k) and (l) below, only if the Trustee shall have

certified in writing to the Obligors that such event is, in its opinion, materially prejudicial

to the interests of the Noteholders), give notice in writing to the Obligors that each Note

is, and each Note shall thereupon immediately become, due and repayable at its Early

Redemption Amount together with accrued interest (if any) as provided in the Trust

Deed if any of the following events (each an Event of Default) shall occur and is

continuing:

(a) default is made in the payment of any principal or interest due in respect of the

Notes and the default continues for a period of 5 Banking Days or more; or

(b) any requirement of Condition 4 is not satisfied; or

Conditions or the Trust Deed (other than those referred to in sub-paragraphs (a)

and (b) above) and (except in any case where, in the opinion of the Trustee, the

failure is incapable of remedy when no such continuation or notice as is

hereinafter mentioned will be required) the failure continues for the period of 30

days (or such longer period as the Trustee may agree) following the service by

the Trustee on such Obligor of notice requiring the same to be remedied; or

(d) (i) any Indebtedness for Borrowed Money of any Obligor or any Material

Subsidiary becomes due and repayable prematurely by reason of an

event of default (however described);

(ii) any Obligor or any Material Subsidiary fails to make any payment in

respect of any Indebtedness for Borrowed Money on the due date for

payment as extended by any originally applicable grace period; or

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(iii) default is made by any Obligor or any Material Subsidiary in making any

payment due from it in relation to any Indebtedness for Borrowed

Money of any other person;

provided that no event described in this sub-paragraph (d) shall constitute an

Event of Default unless the amount of Indebtedness for Borrowed Money due

and unpaid, either alone or when aggregated (without duplication) with other

amounts of Indebtedness for Borrowed Money due and unpaid relative to all (if

any) other events specified in (i) to (iii) above which have occurred, amounts to

at least €20 million (or its equivalent in any other currency); or

(e) (i) any Obligor or any Material Subsidiary is, or under any applicable

legislation is deemed to be, unable or admits inability to pay its debts as

they fall due (including being in a state of cessation de paiements),

save where any of the foregoing is, in the opinion of the Trustee, being

disputed in good faith, or suspends making payments on all or a class

of its debts; or

(ii) a moratorium or reprieve from payment (sursis de paiement) is declared

or agreed in respect of any indebtedness of any Obligor or any Material

Subsidiary unless, in respect of a reprieve from payment, the amount of

indebtedness affected, either alone or when aggregated (without

duplication) with all other amounts of affected indebtedness, amounts to

no more than €10 million (or its equivalent in any other currency); or

(f) except (A) for the purposes of a reorganisation, merger, consolidation or other

form of business combination on terms previously approved in writing by the

Trustee or by an Extraordinary Resolution or (B) in the case of a Material

Subsidiary only, for the purposes of a voluntary amalgamation, reorganisation or

restructuring in relation to a Material Subsidiary and where such Material

Subsidiary is solvent:

(i) an application or an order is made by any competent court, proceedings

are commenced or a resolution is passed for the winding up, dissolution

or administration of any Obligor or any Material Subsidiary; or

(ii) any Obligor or any Material Subsidiary makes a conveyance or

assignment for the benefit of, or enters into any composition or other

arrangement with, its creditors generally (or any class of its creditors)

((schuldeisers) akkoord) or any meeting is convened to consider a

proposal for an arrangement or composition with its creditors generally

(or any class of its creditors) (including the concordat préventif de

faillite) ((schuldeisers) akkoord),

other than (in any such case as is referred to in (i) above) where any such

application or proceedings is/are withdrawn or dismissed within 20 Banking

Days; or

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(g) except for the purposes of a reorganisation, merger, consolidation or other form

of business combination on terms previously approved in writing by the Trustee

or by an Extraordinary Resolution, any Obligor ceases or threatens to cease to

conduct all or substantially all of its business; or

(h) (i) proceedings are initiated against any Obligor or any Material Subsidiary

under any applicable liquidation, insolvency, composition,

reorganisation or other similar laws, or an application is made (or

documents filed with a court) for the appointment of an administrative or

other receiver, manager, administrator or other similar official, or an

administrative or other receiver, manager, administrator or other similar

official is appointed, in relation to any Obligor or any Material Subsidiary

or, as the case may be, in relation to all or a material part of the

undertaking or assets of any of them, other than where any such

application or proceedings is/are withdrawn or dismissed within 20

Banking Days and except, in the case of a Material Subsidiary only, for

the purposes of a voluntary amalgamation, reorganisation or

restructuring in relation to such Material Subsidiary and where such

Material Subsidiary is solvent; or

(ii) proceedings are initiated by or against any Obligor or Material

Subsidiary which is incorporated or established in Luxembourg under

any applicable compulsory liquidation procedure (liquidation judiciaire),

bankruptcy procedure (faillite), controlled management procedure

(gestion contrôlée), fraudulent conveyance procedure (actio pauliana)

or other similar laws, or an application is made (or documents filed with

a court) for the appointment of a liquidator (liquidateur) under a

compulsory liquidation procedure (liquidateur judiciaire), bankruptcy

receiver (curateur), administrator (commissaire à la gestion contrôlée),

compulsory manager, juge délégué, juge commissaire or a liquidator

under a compulsory liquidation procedure (liquidateur judiciaire),

bankruptcy receiver (curateur), administrator (commissaire à la gestion

contrôlée), compulsory manager, juge délégué, juge commissaire or

other similar officer is appointed, in relation to any Obligor or Material

Subsidiary which is incorporated or established in Luxembourg or, as

the case may be, in relation to all or a material part of the undertaking

or assets of any of them, other than where any such application or

proceedings is/are withdrawn or dismissed within 20 Banking Days and

except, in the case of a Material Subsidiary only, for the purposes of a

voluntary amalgamation, reorganisation or restructuring in relation to

such Material Subsidiary and where such Material Subsidiary is solvent;

(iii) proceedings are initiated by or against any Obligor or Material

Subsidiary which is incorporated or established in the Netherlands or,

as the case may be, in relation to all or a material part of the

undertaking or assets of any of them such as (i) a bankruptcy

declaration by the court (faillissementsverklaring) or (ii) a procedure

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where the assets are placed under administration (onder bewind

gesteld) or other similar laws, or an application is made (or documents

filed with a court) for the appointment of a bankruptcy receiver (curator),

administrator (bewindvoerder) or another similar officer is appointed,

other than where any such application or proceedings is/are not

material and/or withdrawn or dismissed within 20 Banking Days and

except, in the case of a Material Subsidiary only, for the purposes of a

voluntary amalgamation, reorganisation or restructuring in relation to

such Material Subsidiary and where such Material Subsidiary is solvent;

(i) an encumbrancer (hypotheek- of pandhouder) takes possession of the whole or

a material part of the undertaking or assets of any Obligor or any Material

Subsidiary and in each case such action is not discharged within 20 Banking

Days; or

(j) any expropriation in connection with a creditor’s process, attachment, seizure,

sequestration, distress or execution affects any asset or assets of an Obligor or

a Material Subsidiary, and in each case, having an aggregate value of at least

€25 million (or its equivalent in any other currency) and is not discharged within

20 Banking Days; or

(k) the Notes Guarantee ceases to be, or is claimed by any Obligor not to be, in full

force and effect; or

(l) any event occurs which, under the laws of any Tax Jurisdiction, has or may

have, in the Trustee’s opinion, an analogous effect to any of the events referred

to in paragraph (e), (f), (g), (h), (i) or (j) above.

For the purposes of the Conditions:

Banking Day means any day (other than a Saturday or a Sunday) on which banks are

open for general business (including dealings in foreign exchange and foreign currency

deposits) in Luxembourg;

Indebtedness for Money Borrowed means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any derivative transaction protecting against or benefiting from fluctuations in

any rate or price (and, except for non-payment of an amount, the then mark-to-

market value of the derivative transaction will be used to calculate its amount);

person in respect of any item referred to in paragraphs (a) and (b) above;

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Material Subsidiary means, as of any date, a Subsidiary of GEP (other than a Non-

Recourse Subsidiary) whose book value of assets represents 10 per cent. or more of

Total Assets.

10.2 The Trustee may at any time, at its discretion and without notice, take such proceedings

and/or other steps or action (including lodging an appeal in any proceedings) against or

in relation to any Obligor as it may think fit to enforce the provisions of the Trust Deed,

the Notes, the Receipts and the Coupons or otherwise, but it shall not be bound to take

any such proceedings or other steps or action unless (i) it shall have been so directed

by an Extraordinary Resolution or so requested in writing by the holders of at least one-

quarter in nominal amount of the Notes then outstanding and (ii) it shall have been

indemnified and/or secured and/or pre-funded to its satisfaction.

The Trustee may refrain from taking any action in any jurisdiction if the taking of such

action in that jurisdiction would, in its opinion, based upon legal advice in the relevant

jurisdiction, be contrary to any law of that jurisdiction. Furthermore, the Trustee may

also refrain from taking such action if it would otherwise render it liable to any person in

that jurisdiction or if, in its opinion, based upon such legal advice, it would not have the

power to do the relevant thing in that jurisdiction by virtue of any applicable law in that

jurisdiction, or if it is determined by any court or other competent authority in that

jurisdiction that it does not have such power.

No Noteholder, Receiptholder or Couponholder shall be entitled to (i) take any steps or

action against any Obligor to enforce the performance of any of the provisions of the

Trust Deed, the Notes, the Receipts or the Coupons or (ii) take any other proceedings

(including lodging an appeal in any proceedings) in respect of or concerning any

Obligor, in each case unless the Trustee, having become so bound to take any such

action, steps or proceedings, fails so to do within a reasonable period and the failure

shall be continuing.

11. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS

Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or

destroyed, it may be replaced at the specified office of the Agent upon payment by the

claimant of such costs and expenses as may be incurred in connection therewith and on

such terms as to evidence and indemnity as the Issuer may reasonably require.

Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before

replacements will be issued.

The replacement of Notes, Receipts, Talons and Coupons in the case of loss or theft is

subject to the procedure of the Involuntary Dispossession Act 1996 which provides that

the person who lost bearer notes may, subject to certain conditions, request the issuer

of the notes to deliver new Notes.

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12. PAYING AGENTS

The names of the initial Paying Agents and their initial specified offices are set out

below. If any additional Paying Agents are appointed in connection with any Series, the

names of such Paying Agents will be specified in Part B of the applicable Final Terms.

The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate

the appointment of any Paying Agent and/or appoint additional or other Paying Agents

and/or approve any change in the specified office through which any Paying Agent acts,

provided that:

(a) there will at all times be an Agent;

(b) so long as the Notes are listed on any stock exchange or admitted to listing by

any other relevant authority, there will at all times be a Paying Agent with a

specified office in such place as may be required by the rules and regulations of

the relevant stock exchange or other relevant authority; and

than a Tax Jurisdiction.

In addition, the Obligors shall forthwith appoint a Paying Agent having a specified office

in New York City in the circumstances described in Condition 6.5. Notice of any

variation, termination, appointment or change in Paying Agents will be given to the

Noteholders promptly by the Issuer in accordance with Condition 14.

In acting under the Agency Agreement, the Paying Agents act solely as agents of the

Obligors and, in certain circumstances specified therein, of the Trustee and do not

assume any obligation to, or relationship of agency or trust with, any Noteholders,

Receiptholders or Couponholders. The Agency Agreement contains provisions

permitting any entity into which any Paying Agent is merged or converted, or with which

it is consolidated, or to which it transfers all or substantially all of its assets, to become

the successor paying agent.

13. EXCHANGE OF TALONS

On and after the Interest Payment Date on which the final Coupon comprised in any

Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be

surrendered at the specified office of the Agent or any other Paying Agent in exchange

for a further Coupon sheet including (if such further Coupon sheet does not include

Coupons to (and including) the final date for the payment of interest due in respect of

the Note to which it appertains) a further Talon, subject to the provisions of Condition 9.

14. NOTICES

All notices regarding the Notes will be deemed to be validly given if published (a) in a

leading English language daily newspaper of general circulation in London and (b) if

and for so long as the Notes are admitted to trading on, and listed on the Official List of

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the Luxembourg Stock Exchange, the Luxembourg Stock Exchange’s website,

www.bourse.lu. It is expected that any such publication in a newspaper will be made in

the Financial Times in London. The Issuer shall also ensure that notices are duly

published in a manner which complies with the rules of any stock exchange or other

relevant authority on which the Notes are for the time being listed or by which they have

been admitted to trading. Any such notice will be deemed to have been given on the

date of the first publication or, where required to be published in more than one

newspaper, on the date of the first publication in all required newspapers. If publication

as provided above is not practicable, a notice will be given in such other manner, and

will be deemed to have been given on such date, as the Trustee shall approve.

Until such time as any Definitive Notes are issued, there may, so long as any Global

Notes representing the Notes are held in their entirety on behalf of Euroclear and/or

Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the

delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for

communication by them to the holders of the Notes and, in addition, for so long as any

Notes are listed on a stock exchange or are admitted to trading by another relevant

authority and the rules of that stock exchange or relevant authority so require, such

notice will be published in a daily newspaper of general circulation in the place or places

required by those rules. Any such notice shall be deemed to have been given to the

holders of the Notes on such day as is specified in the applicable Final Terms after the

day on which the said notice was given to Euroclear and Clearstream, Luxembourg.

Notices to be given by any Noteholder shall be in writing and given by lodging the same,

together (in the case of any Note in definitive form) with the relative Note or Notes, with

the Agent. While any of the Notes are represented by a Global Note, such notice may

be given by any holder of a Note to the Agent through Euroclear and/or Clearstream,

Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or

Clearstream, Luxembourg, as the case may be, may approve for this purpose.

15. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION

The Trust Deed contains provisions for convening meetings of the Noteholders to

consider any matter affecting their interests, including the sanctioning by Extraordinary

Resolution of a modification of the Notes, the Receipts, the Coupons or any of the

provisions of the Trust Deed. Such a meeting may be convened by the Issuer or the

Trustee and shall be convened by the Issuer if required in writing by Noteholders

holding not less than five per cent. in nominal amount of the Notes for the time being

remaining outstanding. The quorum at any such meeting for passing an Extraordinary

Resolution is one or more persons holding or representing not less than 50 per cent. in

nominal amount of the Notes for the time being outstanding, or at any adjourned

meeting one or more persons being or representing Noteholders whatever the nominal

amount of the Notes so held or represented, except that at any meeting the business of

which includes any matter defined in the Trust Deed as a Basic Terms Modification

(including modifying the date of maturity of the Notes or any date for payment of interest

thereon, reducing or cancelling the amount of principal or the rate of interest payable in

respect of the Notes or altering the currency of payment of the Notes, the Receipts or

the Coupons), the quorum shall be one or more persons holding or representing not

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less than two- thirds in nominal amount of the Notes for the time being outstanding, or

at any adjourned such meeting one or more persons holding or representing not less

than one-third in nominal amount of the Notes for the time being outstanding. The Trust

Deed provides that (i) a resolution passed at a meeting duly convened and held in

accordance with the Trust Deed by a majority consisting of not less than three-fourths of

the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the

holders of not less than three-fourths in nominal amount of the Notes for the time being

outstanding or (iii) consent given by way of electronic consents through the relevant

clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders

of not less than three- fourths in nominal amount of the Notes for the time being

outstanding, shall, in each case, be effective as an Extraordinary Resolution of the

Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on

all Noteholders, whether or not they are present at any meeting and whether or not they

voted on the resolution, and on all Receiptholders and Couponholders.

The Trustee may agree, without the consent of the Noteholders, Receiptholders or

Couponholders, to any modification of, or to the waiver or authorisation of any breach or

proposed breach of, any of the provisions of the Notes or the Trust Deed or the Agency

Agreement, or determine, without any such consent as aforesaid, that any Event of

Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated

as such, where, in any such case, it is not, in the opinion of the Trustee, materially

prejudicial to the interests of the Noteholders so to do or may agree, without any such

consent as aforesaid, to any modification which is of a formal, minor or technical nature

or to correct a manifest error or an error which, in the opinion of the Trustee, is proven.

Any such modification shall be binding on the Noteholders, the Receiptholders and the

Couponholders and any such modification shall be notified to the Noteholders in

accordance with Condition 14 soon as practicable thereafter.

In connection with the exercise by it of any of its trusts, powers, authorities and

discretions (including, without limitation, any modification, waiver, authorisation or

determination), the Trustee shall have regard to the general interests of the Noteholders

as a class (but shall not have regard to any interests arising from circumstances

particular to individual Noteholders, Receiptholders or Couponholders whatever their

number) and, in particular but without limitation, shall not have regard to the

consequences of any such exercise for individual Noteholders, Receiptholders or

Couponholders (whatever their number) resulting from their being for any purpose

domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of,

any particular territory or any political sub-division thereof and the Trustee shall not be

entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled

to claim, from any Obligor, the Trustee or any other person any indemnification or

payment in respect of any tax consequences of any such exercise upon individual

Noteholders, Receiptholders or Couponholders except to the extent already provided for

in Condition 8 and/or any undertaking or covenant given in addition to, or in substitution

for, Condition 8 pursuant to the Trust Deed.

The Trust Deed contains provisions permitting the Trustee to agree, without the consent

of the Noteholders or the Couponholders, to (i) the substitution of the Issuer’s successor

in business (as defined in the Trust Deed) or any Holding Company (as defined in the

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Trust Deed) of the Issuer or its successor in business or of any Guarantor or its

successor in business in place of the Issuer as principal debtor under the Trust Deed

and the Notes or (ii) the substitution of a Guarantor’s successor in business or any

Holding Company of such Guarantor or its successor in business as a guarantor in

respect of the Notes and the Coupons, in any case subject to the Trustee being satisfied

that the interests of the Noteholders will not be materially prejudiced by the substitution

and certain other conditions set out in the Trust Deed being complied with. In the case

of such a substitution the Trustee may agree, without the consent of the Noteholders or

the Couponholders, to a change of the law governing the Notes, the Receipts, the

Coupons, the Talons and/or the Trust Deed provided that such change would not in the

opinion of the trustee be materially prejudicial to the interests of the Noteholders.

For the avoidance of doubt, the provisions of articles 86 to 94-8 of the Companies Act

1915 are excluded.

16. INDEMNIFICATION AND PROTECTION OF THE TRUSTEE AND TRUSTEE

CONTRACTING WITH ANY OBLIGOR

The Trust Deed contains provisions for the indemnification of the Trustee and for its

relief from responsibility and liability towards any Obligor, the Noteholders, the

Receiptholders and the Couponholders, including (i) provisions relieving it from taking

action unless indemnified and/or secured and/or pre-funded to its satisfaction and (ii)

provisions limiting or excluding its liability in certain circumstances. The Trust Deed

provides that, when determining whether an indemnity or any security or pre-funding is

satisfactory to it, the Trustee shall be entitled (i) to evaluate its risk in any given

circumstance by considering the worst-case scenario and (ii) to require that any

indemnity or security given to it by the Noteholders or any of them be given on a joint

and several basis and be supported by evidence satisfactory to it as to the financial

standing and creditworthiness of each counterparty and/or as to the value of the

security and an opinion as to the capacity, power and authority of each counterparty

and/or the validity and effectiveness of the security.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter

alia, (a) to enter into business transactions with any Obligor and/or any of its

Subsidiaries and to act as trustee for the holders of any other securities issued or

guaranteed by, or relating to, any Obligor and/or any of its Subsidiaries, (b) to exercise

and enforce its rights, comply with its obligations and perform its duties under or in

relation to any such transactions or, as the case may be, any such trusteeship without

regard to the interests of, or consequences for, the Noteholders, Receiptholders or

Couponholders and (c) to retain and not be liable to account for any profit made or any

other amount or benefit received thereby or in connection therewith.

17. INFORMATION COVENANTS

GEP shall (i) publish on its website (www.gep.eu) and (for so long as the Notes are

admitted to trading on the Luxembourg Stock Exchange’s regulated market and listed

on the Official List of the Luxembourg Stock Exchange and if and to the extent that the

rules of the Luxembourg Stock Exchange so require), the website of the Luxembourg

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Stock Exchange (www.bourse.lu) and (ii) file with the Trustee copies of the following

documents:

1. as soon as available, but in any event within 120 days after the end of each

fiscal year of GEP (commencing with the fiscal year ended 31 December 2012),

a consolidated statement of financial position of GEP as at the end of such

fiscal year, and the related consolidated statements of comprehensive income,

changes in equity, investment in property and cash flows for such fiscal year,

setting forth in each case in comparative form the figures for the previous fiscal

year, all in reasonable detail, audited and accompanied by a report and opinion

of an internationally recognised firm of auditors, which report and opinion shall

be prepared in accordance with generally accepted auditing standards and

applicable laws and shall not be subject to any “going concern” or like

qualification or exception or any qualification or exception as to the scope of

such audit; and

2. as soon as available, but in any event within 45 days after the end of each of

the first three fiscal quarters of each fiscal year of GEP (commencing with the

fiscal quarter ended 31 March 2013), a consolidated statement of financial

position of GEP as at the end of such fiscal quarter, and the related

consolidated statements of comprehensive income, changes in equity,

investment in property and cash flows for such fiscal quarter and for the portion

of GEP’s fiscal year then ended, setting forth in each case in comparative form

a statement of financial position as of the end of the immediately preceding

fiscal quarter (or, in the case of the fiscal quarter ended 31 March, as of the end

of the immediately preceding fiscal year) and statements of comprehensive

income, changes in equity, investment in property and cash flows the

corresponding portion of the previous fiscal quarter or fiscal year (as

applicable), all in reasonable detail, certified by an officer of GEP as fairly

presenting the financial position, comprehensive income, changes in equity,

investment in property and cash flows of GEP, subject only to normal year-end

audit adjustments and the absence of footnotes.

The Trustee shall neither be required to monitor compliance by GEP with this Condition

17, nor to review any financial statements filed with it.

18. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Noteholders,

the Receiptholders or the Couponholders, to create and issue further notes having

terms and conditions the same as the Notes or the same in all respects save for the

amount and date of the first payment of interest thereon and the date from which

interest starts to accrue and so that the same shall be consolidated and form a single

Series with the outstanding Notes.

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19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of this Note under the

Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy

of any person which exists or is available apart from that Act.

20. GOVERNING LAW AND SUBMISSION TO JURISDICTION

20.1 Governing law

The Trust Deed, the Agency Agreement, the Notes, the Receipts, the Coupons and any

non- contractual obligations arising out of or in connection with the Trust Deed, the

Agency Agreement, the Notes, the Receipts and the Coupons are governed by, and

shall be construed in accordance with, English law.

20.2 Submission to jurisdiction

Each Obligor irrevocably agrees, for the benefit of the Trustee, the Noteholders, the

Receiptholders and the Couponholders, that the courts of England are to have exclusive

jurisdiction to settle any disputes which may arise out of or in connection with the Trust

Deed, the Notes, the Receipts and/or the Coupons (including a dispute relating to any

non-contractual obligations arising out of or in connection with the Trust Deed, the

Notes, the Receipts and/or the Coupons) and accordingly submits to the exclusive

jurisdiction of the English courts.

Each Obligor waives any objection to the courts of England on the grounds that they are

an inconvenient or inappropriate forum. The Trustee, the Noteholders, the

Receiptholders and the Couponholders may take any suit, action or proceedings

(together referred to as Proceedings) arising out of or in connection with the Trust

Deed, the Notes, the Receipts and the Coupons (including any Proceedings relating to

any non-contractual obligations arising out of or in connection with the Trust Deed, the

Notes, the Receipts and the Coupons) against the Obligors in any other court of

competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

20.3 Appointment of Process Agent

Each Obligor appoints Goodman UK Limited at its registered office at Nelson House,

Central Boulevard, Blythe Valley Park, Solihull, West Midlands B90 8BG, UK (Attention:

General Counsel, Europe/Treasurer) as its agent for service of process, and undertakes

that, in the event of Goodman UK Limited ceasing so to act or ceasing to be registered

in England, it will appoint another person approved by the Trustee as its agent for

service of process in England in respect of any Proceedings. Nothing herein shall affect

the right to serve proceedings in any other manner permitted by law.

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20.4 Other documents and the Guarantors

Each Obligor has in the Trust Deed and the Agency Agreement submitted to the

jurisdiction of the English courts and appointed an agent for service of process in terms

substantially similar to those set out above.

127

USE OF PROCEEDS

The Issuer intends to use the net proceeds from each issue of Notes for general corporate

purposes of the Group, including but not limited to the repayment of indebtedness.

128

DESCRIPTION OF THE ISSUER

Incorporation and Status

GELF Bond Issuer I SA (the Issuer) was incorporated on 26 November 2012 as a Luxembourg

public limited liability company (société anonyme) for an unlimited period of time under the laws

of Luxembourg. The articles of incorporation of the Issuer (the Issuer Articles of

Incorporation) have been published in the Mémorial C, Recueil des Sociétés et Associations

N°l dated 14 December 2012. The registered office of the Issuer is 28, boulevard d’Avranches,

L-1160, Luxembourg, Grand Duchy of Luxembourg and its telephone number is +352 2636

3220. The Issuer has been registered with the Luxembourg Trade and Companies Register

(registration number B 173 090).

The Issuer was established as a special purpose vehicle to provide any forms of financing

directly or indirectly to GEP and its subsidiaries, including making loans to GEP and its

subsidiaries with the proceeds of any issued Notes under the Programme. The Issuer has no

subsidiaries. For a structure diagram which shows the position of the Issuer within the Group,

see “Description of the Guarantors - Description of GEP - Overview of GEP’s Structure” below.

For the period of 12 months following the date of this Base Prospectus, the Issuer Articles of

Incorporation (with an English translation thereof) will be available for inspection at the

registered office of the Issuer and from the specified offices of the Paying Agent for the time

being in London and Luxembourg.

Purpose

The purpose of the Issuer, as set out in article 3 of the Issuer Articles of Incorporation, includes

the provision of any form of financing directly or indirectly to GEP and its subsidiaries and the

issue of stock, bonds, debentures, notes and other securities of any kind to the above effect.

The Issuer may lend or borrow with or without security or collateral, provided that such activities

comply with the covenants set out in GEP’s finance documents and the Management

Regulations.

In general, the Issuer may undertake any financial, commercial, industrial or real estate

transactions which it may deem useful in the accomplishment and development of its purpose

and, in such context, it may give or receive guarantees, issue all types of securities and

financial instruments and enter into any type of hedging, trading or derivatives transactions.

Share Capital

The Issuer’s share capital is €31,000 represented by 31,000 shares, each with a nominal value

of €1.00 and each carrying one voting right in the general meeting of shareholders. All shares

are in registered form and have been fully paid up in cash.

The sole shareholder of the Issuer is GEH, which is a direct subsidiary of GEP.

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Directors

The Issuer has a board of directors, currently comprising three directors:

 Emmanuel Van der Stichele (see “Board of the Management Company” for further

details);

 Dominique Prince (see “Board of the Management Company” for further details); and

 Henry Kelly (see “Board of the Management Company” for further details).

Emmanuel Van der Stichele and Dominique Prince are employees and/or contractors of

subsidiaries of the Goodman Group.

Independent Auditors

The Issuer has appointed PricewaterhouseCoopers, Société coopérative, with registered office

at 2, rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg, Grand Duchy of Luxembourg as its

independent auditor (réviseur d’entreprises agréé).

The Issuer’s independent auditor is a member of the Luxembourg Institut des Réviseurs

d’Entreprises.

Financial Year

The Issuer’s financial year is from 1 January to 31 December in each year. The Issuer published

its first audited financial statements in respect of the period ending on 31 December 2013. Any

future published financial statements prepared by the Issuer (in respect of the period ending on

31 December each year) are available during normal office hours during the 15 days preceding

the holding of any extraordinary general meeting of the shareholders in accordance with Article

85 of the Luxembourg law dated 10 August 1915 on commercial companies, as amended, at

the registered office of the Issuer.

Conflict of Interest

Emmanuel Van der Stichele and Dominique Prince are employees and/or contractors of

subsidiaries of the Goodman Group. Members of the Goodman Group have entered into

agreements with one or more of the Obligors (including the Relationship Deed) and they may

enter into further agreements with any Obligor. In addition, from time to time they may be

appointed to the boards of subsidiaries of the Goodman Group which may have dealings with

the Group, including the sale and purchase of real estate. Since Emmanuel Van der Stichele

and Dominique Prince are remunerated by the Goodman Group, there may be a conflict

between their interests in relation to the Issuer and their interests in relation to the Goodman

Group as regards the performance of those existing agreements and the entry into any such

further agreements. As at the date of this Base Prospectus, there are no other existing conflicts

of interest between a director’s duties to the board of directors of the Issuer, referred to in this

“Description of the Issuer” section, and their private interests and/or other duties.

130

Material Contracts

The Issuer is not party to any contracts outside the ordinary course of its business that have

been or may reasonably be expected to be material to the Issuer’s ability to meet its obligations

to Noteholders.

131

DESCRIPTION OF THE GUARANTORS

DESCRIPTION OF GEP

Incorporation and Status

GEP was established in December 2006 as an externally managed investment fund organised

as a Luxembourg fonds commun de placement (FCP), initially subject to the Luxembourg act of

19 July 1991. Following the establishment of GEP, the act of 13 February 2007 relating to

specialised investment funds (fonds d’investissement spécialisé) (FIS), as amended (the 2007

Act) was adopted and repealed the act of 19 July 1991, such that GEP is now governed by the

2007 Act and qualifies as an FCP-FIS (fonds commun de placement – fonds d’investissement

spécialisé). GEP also qualifies as an alternative investment fund within the meaning of the

Luxembourg law of 12 July 2013 relating to alternative investment fund managers (the AIFM

Law).

As GEP is an FCP, it does not have a legal personality. The FCP is managed by a management

company (société de gestion) that has a legal personality and that is the statutory management

body of the FCP. The units of FCP may be represented by certificates issued to Unitholders.

The management company acts in its own name, but has to indicate that it acts on behalf of the

FCP. It further has to draw up the management regulations of the FCP. The management

company of GEP, a wholly-owned direct subsidiary of Goodman, is the Management Company,

having its registered office at 28, boulevard d’Avranches, L-1160, Luxembourg, Grand Duchy of

Luxembourg and telephone number +352 2636 3220 (see “Management of GEP” for further

details).

Overview of GEP’s Structure

The following diagram illustrates the structure of GEP, the Issuer and the Guarantors in relation

to one another:

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Business Overview

GEP is a perpetual life unlisted property fund, which is reserved for Well Informed Investors,

that specialises in investment in modern prime Logistics properties in key Logistics markets

within continental Europe. Subsidiaries of Goodman provide management, advisory and

property administration services to GEP.

Goodman is a leading international owner, developer and manager of industrial properties, with

assets under management of approximately €23.0 billion as at 30 June 2016. As at 30 June

2016, the Goodman Group had approximately 1,132 employees, of which approximately 256

were based in Goodman’s 16 European offices.

The following diagram illustrates the structure of GEP’s management and administration (see

“Description of Management of GEP” for further details):

133

As at 30 June 2016, the Portfolio consisted of 101 core estates (including 3 landbanks where no

stabilised properties are present) with a gross leasable area of approximately 3.9 million sqm

and a book value of €2.4 billion (market value of €2.5 billion based on value at completion). The

Portfolio is approximately 99 per cent. occupied (by income). Management believes the Portfolio

is well positioned, with a weighted average lease expiry (by income) (WALE) to first break of

approximately 5.4 years with over 90 per cent. of the Portfolio (by value) located in GEP’s five

core markets of Germany, France, Poland, the Netherlands and Belgium.

Market Overview

Relative to other real estate sectors, the continental European Logistics market has historically

been characterised by higher cash flow generation. It is furthermore a market which is relatively

granular, offering opportunities for diversification. Investment Property Databank (IPD) indices

show Logistics has been the highest yielding real estate asset class over the last 10 years, and

the Logistics sector has outperformed the All Property Index by approximately 0.8 percentage

point per annum on a total return basis over the same period.

Management believes that the performance of GEP will continue to be underpinned by a

number of market trends which support customer demand in core markets:

 Management continues to observe increasing supply chain cost pressures resulting in

sustained demand for third party logistics providers (3PL); consolidation among 3PL

operators is therefore expected to continue. Management believes that this

consolidation creates larger 3PL operators with increasingly wide pan-European and/or

global operations who are demanding larger scale modern Logistics facilities of the type

IPD (Investment Property Databank) Pan-European Logistics Annual Consultative Index Report – Results for the year

to 31 December 2014 (June 2015).

134

owned by GEP. Supply chain pressure further creates similar requirements from

manufacturers and retailers. As 3PL operators, manufacturers and retailers expand their

operations geographically, Management notes that these players seek strong

relationships with real estate landlords who can service their multi-national needs. This

in turn creates a competitive advantage for those Logistics real estate companies who

can provide the required pan-European or global solutions. Management believes that

relatively few operators currently have the critical mass in Europe to provide such

services. As a consequence of this further maturing of the logistics market,

Management also believes that GEP has, and should continue to benefit from,

institutional equity investors increasingly utilising specialists such as GEP and

Goodman to make their investments in the Logistics sector indirectly.

 Growth in the e-commerce sector relative to traditional shop front models of retail

distribution creates significant demand for Logistics capacity per unit sold. Management

believes that GEP and Goodman, delivering more than 1.5 million sqm for the e-

commerce sector across Europe, have been, and remain, at the forefront of the industry

in respect of developing, owning and managing Logistics property suitable for the online

retail industry. Europe has seen a strong growth in e-commerce, with the European

Union emerging as the world's single largest market for e-commerce. Since 2008, the

industry has experienced between 12% and 18% growth across the EU. In 2016, over

2.5 million Europeans are employed directly or indirectly by the sector, which produced

€455 billion in annual revenue in 2015. By 2018, an annual turnover of approximately

€660 billion is expected

, in part due to the increase of omni-channel retail strategies by

brick-and-mortar retailers.

 Improving transport infrastructure in central and eastern European markets is

supporting growth in international trade within Europe. A shift of production eastwards

as well as the rise in disposable income in central and eastern Europe are creating

demand for new, improved and larger scale Logistics properties. Poland’s infrastructure

of motorways and express dual carriageways has increased from 300 km in 2000 to

over 3,000 km in 2015. According to the new National Road Construction Programme

planned for 2014-2023 construction of over 3,900 km new roads is foreseen.

Investment Objectives and Strategy

The Investment Objectives of GEP are:

 to provide Well Informed Investors with a long-term investment opportunity, alongside

Goodman, in a diversified portfolio of prime Logistics Real Estate located in the EU

(excluding the UK and Greece), Norway, Switzerland or Turkey; and

 to deliver stable, income-driven returns with the potential for income growth and capital

appreciation.

European B2C E-commerce Report 2016

https://www.premier.gov.pl/en/news/news/national-road-construction-programme-3900-km-of-new-motorways-and-

expressways.html

135

To achieve the Investment Objectives, GEP will:

 continue to actively manage the properties in the Portfolio to maintain GEP’s high

level of quality and operational performance, and to achieve return targets;

 continue to acquire Logistics investment properties which enhance the Portfolio’s

diversity and improve risk adjusted returns;

 maintain limited exposure to land holdings and development activity, focused

primarily on value added expansion opportunities at existing properties;

 implement appropriate debt and equity funding strategies as necessary to finance the

continued growth of the Portfolio and maintain an investment grade credit profile; and

 maintain industry leading standards of corporate governance, continuing to work

closely with investors and stakeholders in respect of fund strategy and investment

decisions.

History

Launched in 2006, GEP is Goodman’s second largest managed fund outside of Australia. It

remains Goodman’s primary vehicle for its own investments in European Logistics properties,

with Goodman committed to holding (i) not less than the lesser of (A) 20 per cent. of all Units

and Uncalled Commitments and (B) the higher of (a) €400 million and (b) 15 per cent. of all

Units and Uncalled Commitments and (ii) not more than 40 per cent. of all Units and Uncalled

Commitments.

The valuation of the Portfolio has increased from €274 million in 2006 to €2.5 billion as at 30

June 2016. EBITDA has increased from €22 million in 2007 to €142 million in 2016 (annualised

figure based on H1 2016).

Key milestones in GEP’s history are set out below.

Year

Milestone

2006

GEP (known at the time as Arlington European Logistics Fund) launched

with a seed portfolio of €274 million.

2007

Arlington European Logistics Fund (AELF) is rebranded to Goodman

European Logistics Fund (GELF).

Merger with C€LOGIX Fund adds 22 assets worth €434 million.

2008

Kuehne + Nagel sale and leaseback completed, adding assets worth

€235 million.

€762 million debt refinancing.

Original equity commitments fully drawn, further equity raised.

136

2009

Distribution payments voluntarily deferred.

2010

Deferred distributions paid.

€300 million equity raise completed.

2011

Commitment to acquire four new properties with a 9.3 year WALE to first

lease break from Goodman for €143 million.

€351 million equity raise completed.

€800 million debt financing.

Commitment to acquire seven new properties with an 8.5 year WALE

from Goodman for €132 million.

2012

GEP rated Baa3 / BBB- by Moody’s and S&P, respectively

€209 million of new acquisitions committed

2013

Inaugural Euro Medium Term Notes (EMTN) issued under the

Programme for €500 million.

€550 million equity raise completed.

S&P’s upgrades GEP to BBB.

€289 million of new committed acquisitions.

GEP signs €120 million portfolio sale.

2014

EMTN issued under the Programme for €400 million.

Moody’s upgrades GEP to Baa2.

Repayment of secured debt facilities. €339 million of new committed

acquisitions and developments.

The Management Company is approved and licensed as an alternative

investment fund manager in accordance with the AIFM Law.

2015

Moody’s upgrades GEP to Baa1.

2015 RCF signed.

€525 million of new committed acquisitions and developments.

Goodman European Logistics Fund (GELF) is rebranded to Goodman

European Partnership (GEP).

GEP signs Project Shine portfolio sale (19 assets).

GEP signs Project Sky portfolio sale (12 assets).

2016 YTD

€201 million of new committed acquisitions and developments (to

30 June 2016).

Unitholders in a General Meeting approve proposed changes to the

constituent documents of GEP, securing a new 10-year investment term

for GEP.

137

Overview of the Portfolio

Portfolio Composition

The following table provides a summary of the Portfolio by country as at 30 June 2016

Country

Number

of Core

Estates

Gross

Leasable

Area

(sqm)

Latest

external

valuation

(€m)

Equivalent

yield (%)

WALE to

first break

(years) (by

income)

Occupancy

(%) (by

income)

Geographic

weighting (%)

(by value)

Austria

32,679

11.7

7.5

1.7

0.5

Belgium

182,533

122.0

6.6

3.1

100

5.1

Czech

Republic

46,720

30.9

7.2

2.7

100

1.2

France

797,895

526.4

6.3

6.4

20.9

Germany

1,407,849

1,047.8

5.9

5.4

100

41.8

Hungary

104,026

48.9

8.4

2.9

2.0

Italy

84,818

34.5

6.6

7.1

1.4

Netherlands

363,810

213.1

6.4

2.7

8.4

Poland

733,449

399.0

6.7

7.2

16.5

Slovakia

93,168

48.6

7.7

4.4

1.9

Spain

20,601

6.4

7.5

3.8

100

0.3

Total

Portfolio

3,867,547

2,489.1

6.3

5.4

100.0

Geographic Distribution

Since its launch in 2006, GEP has targeted predominantly the four core markets of Germany,

France, the Netherlands and Belgium, reflecting both their economic status and their

importance as Logistics markets. However, as the Portfolio has grown and wider

macroeconomic factors have evolved since its launch, GEP has since 2012 increased its target

allocation to Poland, while at the same time decreasing the target allocations to Spain and Italy.

These changes reflected the increasing importance of Poland as a Logistics centre within

Europe, and Management’s continued caution with regards to the economic performance of

Italy and Spain.

The following table provides a summary of the geographic evolution of the Portfolio by value as

at 30 June 2016:

Market

December

2011 (%)

December

2012 (%)

December

2013 (%)

December

2014 (%)

December

2015 (%)

June

2016 (%)

Western Europe

82.7

83.7

80.9

77.6

76.4

76.2

Southern Europe

6.6

5.2

4.6

3.6

3.0

1.7

Excludes land and solar panels.

France, Germany, Belgium and the Netherlands.

Spain and Italy.

138

Market

December

2011 (%)

December

2012 (%)

December

2013 (%)

December

2014 (%)

December

2015 (%)

June

2016 (%)

Other

10.7

11.1

14.5

18.8

20.6

22.1

Largest Estates

There is an increasing trend towards investors and customers seeking large, modern and

operationally efficient properties (see “Market Overview” for further details) of which there has

been a significant lack of supply.

To meet this gap between supply and demand, GEP has in recent years made significant

investments in larger modern properties capable of facilitating both the specific needs of

individual customers for larger properties, and also being capable of being used on a multi-

tenanted basis as demand dictates. Management believes that due to the composition of the

Portfolio, GEP is well positioned to benefit from the increasing investor demand. Furthermore,

GEP’s access to the Goodman development pipeline through its right of first refusal provides it

with the opportunity to keep adding high quality assets, further diversifying the asset base.

No single property represents more than 5.0 per cent. of the Portfolio and GEP’s ten largest

estates account for 28.6 per cent. of the Portfolio by asset value. The following chart details the

ten largest estates by value as a percentage of the Portfolio as at 30 June 2016:

Portfolio Age

GEP’s weighted average age of the Portfolio (by value) is 6.4 years. As at 30 June 2016, most

of the Portfolio (56.7 per cent.) had an age of less than six years, 20.8 per cent. had an age of

more than ten years and the remaining 22.6 per cent. had an age of between six and ten years.

Austria, Poland, Slovakia, Hungary and the Czech Republic.

CBRE: XLL warehouses become darling of European industrial and logistics-market

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Customers

Of the 98 GEP estates with stabilised properties within the Portfolio, 69 per cent. have a single

customer and the remaining 31 per cent. are multi-tenanted. Only three customers comprise

more than 5.0 per cent. of the income of the Portfolio. The chart below illustrates the industries

in which GEP’s customers operate, as at 30 June 2016. Customers are most commonly from

within the 3PL or retail industries (referred to below as “Transportation and Logistics” and

“Consumer” respectively).

3PL customers may serve one or multiple end customers from a single property. Modern

Logistics properties of the type owned by GEP are typically constructed to industry standard

specifications suitable for use by multiple potential customers.

GEP’s ten largest customers account for 46.1 per cent. of income for the Portfolio. The following

table summarises customer concentration as a percentage of the Portfolio income as at 30 June

2016:

Amazon is the world’s largest online retailer, with reported annual revenues of USD 107 billion

and close to USD 596 million in earnings.

DB Schenker is a leading global Logistics services

provider with a gross annual revenue of €15.5 billion and annual EBIT of approximately €395

Amazon Inc. 2015 annual report.

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million in 2015. DB Schenker is a wholly owned subsidiary of the Deutsche Bahn (DB) Group

with revenues (adjusted) of approximately €40.5 billion, and an EBIT of approximately €1.8

billion

Kuehne + Nagel is one of the world’s largest providers of 3PL services and has over CHF 20

billion of annual revenues and approximately CHF 679 million in earnings.

Management actively monitors and manages customer concentration and credit profile, within

the context of a long-term objective to further diversify the Portfolio with respect to both

customer and asset exposure.

Leases

As at 30 June 2016, GEP’s leases had a WALE of approximately 6.3 years (by income), and a

WALE to first break of approximately 5.4 years (by income). Approximately 10.1 per cent. of

leases expire in less than one year.

The following chart summarises the WALE to first break

(by income) as a percentage of the Portfolio as at 30 June 2016:

GEP uses Goodman’s local market asset management teams to manage customer

relationships and lease renewal proactively. In each of the last seven years, GEP has

successfully leased or re-leased at least 13 per cent. of the Portfolio (by income).

Year

Leasing activity as a percentage of total

income per annum

2009

16.2

2010

15.6

2011

15.7

2012

23.5

2013

20.4

DB Group 2015 annual report.

Kuehne + Nagel Group 2015 annual report.

Not including existing vacant space.

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2014

13.9

2015

15.8

H1 2016 annualised

30.2

Historical Occupancy (by income)

As at 30 June 2016, the Portfolio had an occupancy rate of 99 per cent.. Management believes

that the Portfolio continues to maintain high levels of occupancy relative to the wider market in

which GEP operates. Since the launch of GEP, occupancy has averaged 97.4 per cent. (by

income) and has remained above 95 per cent. (by income) at all times.

Management believes that GEP’s consistently strong performance reflects a number of factors

including local market asset management expertise, portfolio quality and location and GEP’s

limited risk appetite.

Selected Financial Information

The following information has been extracted from the audited annual consolidated financial

statements of GEP from 2014 to 2015 and unaudited consolidated financial report of GEP as at

30 June 2016.

Comprehensive income statement (summary)

€000,000

FY 2014

FY 2015

H1 2016

(Unaudited)

Net property income

144

162

Net gains/(losses) from fair value

adjustments and disposals of

investments in property/joint venture

(JVs)

Partnership expenses

(15)

(16)

(8)

Finance costs

(28)

(25)

(12)

Other finance costs, finance income

and net gains/(losses) from fair value

adjustments on derivative financial

(4)

The information provided in this section is the subject of rounding and may therefore differ from the numbers set out

in the consolidated financial statements and consolidated financial report

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instruments

Income tax

(22)

(24)

(16)

Result/comprehensive income for the

year/period

115

165

EBITDA (net property income minus

fund Partnership expenses)

128

145

EBITDA / Finance costs

4.6

5.8

5.7

Financial position statement (summary)

€000,000

Dec 2014

Dec 2015

Jun 2016

(Unaudited)

Cash and cash equivalents

Total current assets

118

Completed investments in property

2,236

2,434

2,399

Properties under construction

Total investments in property

2,288

2,499

2,423

Total assets

2,404

2,581

2,569

Current liabilities (excluding interest-

bearing liabilities)

Interest-bearing liabilities

907

969

913

Non-current liabilities (excluding

interest bearing liabilities)

Total liabilities

1,038

1,122

1,065

Net assets

1,366

1,459

1,505

Gearing (interest-bearing liabilities

less cash and cash equivalents /

total assets less cash and cash

equivalents)

36%

37%

33%

Cash flow statement (summary)

€000,000

2014

2015

H1 2016

(Unaudited)

Result before finance result and income

tax

169

213

126

Net (gains)/losses from fair value

adjustments and disposals of investments

in property/joint ventures (JVs)

(41)

(68)

(56)

Net interest paid (incl. other finance

costs)

(35)

(24)

(17)

Other

(4)

(9)

Net cash from operating activities

113

Payments for investments in property

(388)

(401)

(115)

Net proceeds from disposals of

264

253

143

€000,000

2014

2015

H1 2016

(Unaudited)

investments in property

Payments for investments in/loans to

JVs

(2)

Net cash used in investment activities

(389)

(139)

137

Proceeds from issue of Units

203

Proceeds/repayments from/of

borrowings

(75)

Distributions paid

(89)

(107)

(53)

Net cash from/used in financing activities

119

(128)

Further financial information concerning GEP’s consolidated statement of financial position,

comprehensive income and cash flow is available in GEP’s audited annual consolidated

financial statements for 2014 and 2015 and GEP’s unaudited consolidated financial report as at

30 June 2016.

Debt Policy

In accordance with the Investment Guidelines, the Management Company uses borrowings

strategically, and will seek to maintain a long-term core level of borrowings (less Cash and Cash

Equivalents (as each such term is used in GEP’s most recent consolidated financial

statements)) equal to approximately 35-45 per cent. of Assets (less Cash and Cash Equivalents

(as each such term is used in GEP’s most recent consolidated financial statements)).

Further, the Management Regulations prohibit GEP, on a consolidated basis, from incurring:

• any additional debt (other than refinancing existing debt or debt to fund previous

commitments) where Leverage is more than 50 per cent. of GEP’s Assets (less Cash

and Cash Equivalents (as each such term is used in GEP's most recent consolidated

financial statements)); or

• a Leverage of more than 60 per cent. of GEP's Assets (less Cash and Cash Equivalents

(as each such term is used in GEP’s most recent consolidated financial statements)).

In recent years management has transitioned GEP’s sources of debt from predominantly

secured bank debt to predominantly unsecured bonds and bank credit facilities on a pari-passu

basis.

Other than in respect of a €18 million crédit-bail maturing in 2027, GEP’s total indebtedness as

at 30 June 2016 is summarised in the table below:

Facility

Type

Size

(€ million)

Drawn

(€ million)

Maturity

EMTN #1

Unsecured bond

500

April 2018

EMTN #2

Unsecured bond

400

November 2021

2015 RCF

Unsecured revolving

100

January 2020

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Facility

Type

Size

(€ million)

Drawn

(€ million)

Maturity

credit facility

GEP’s weighted average cost of debt during the quarter ended 30 June 2016 (including costs

associated with hedging, amortisation of expenses, and commitment fees) was 3.0 per cent. per

annum.

All of GEP’s debt facilities remain compliant with all financial covenants as of 30 June 2016, as

summarised below:

EMTN

Test (%)

Actual (%)

Interest Coverage

150

582.6

Priority Debt

0.7

Gearing

33.4

2015 RCF

Test (%)

Actual (%)

Interest Coverage

200

582.6

Priority Debt

0.7

Gearing

33.4

GEP’s financial risk management policy requires GEP to hedge its exposure to interest rates

through the utilisation of interest rate caps, interest rate swaps or fixed rate loans.

As of 30 June 2016, GEP’s interest rate risk is primarily hedged through the issuance of fixed

rate bonds under the EMTN programme.

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DESCRIPTION OF MANAGEMENT OF GEP

Management Company

The Management Company was incorporated in the Grand Duchy of Luxembourg, for an

unlimited duration, in the form of a Luxembourg private limited liability company (société à

responsabilité limitée), on 20 November 2006, by notarial deed published in the Memorial

number 2.264 on 4 December 2006. The restated and coordinated articles of incorporation of

the Management Company have been deposited with the Luxembourg Register of Trade and

Companies, where the Management Company is registered under number B 121 702. The

Management Company was established under Chapter 14 of the act of December 2002 relating

to undertakings for collective investment (the 2002 Act) and is now governed by Chapter 16 of

the act of 17 December 2010 relating to undertakings for collective investment, which has

repealed the 2002 Act. The subscribed and paid up capital of the Management Company

amounts to €125,000, represented by 5,000 shares each having a nominal value of €25.00.

The Management Company is wholly owned by Goodman Logistics (HK) Limited, a company

limited by shares and incorporated in Hong Kong with company number 1700359 (with a

registered address of Suite 2008, Three Pacific Place, 1 Queen’s Road East, Hong Kong).

Shares in GLHK are stapled to shares in GL and units in GIT and those shares and units cannot

be traded separately (i.e. they trade together as Goodman Group securities). These Goodman

Group securities trade on the Australian Securities Exchange under the ticker GMG and are

widely held. Goodman Group (which includes GLHK) is not controlled by any one entity.

The Management Company is vested with powers to administer and manage GEP in

accordance with the Management Regulations and Luxembourg law and regulations in the

exclusive interest of GEP’s Unitholders. The Management Company has been approved and

licensed as an alternative investment fund manager in accordance with the AIFM Law.

The Unitholders may elect to remove the Management Company by passing a resolution with a

Simple Majority (the Units of Goodman being excluded for both the quorum and the majority

requirements) if a court of first instance passes a judgment that either the Investment Adviser

(as defined under “Service Agreements” below) is bankrupt or insolvent and/or the Management

Company and/or the Investment Adviser and/or their directors, officers or employees have been

Fraudulent or have committed any Wilful Misconduct or have been Grossly Negligent in the

performance of their duties under the Management Regulations or the Investment Advisory

Agreement, as the case may be. Such removal will only be effective when a successor

management company takes over the functions of the Management Company and such

successor management company has obtained the approval of: (i) the CSSF; and (ii) a Simple

Majority of a General Meeting.

The Unitholders may also elect to remove the Management Company by passing a resolution

with a Special Majority (the Units of Goodman being excluded for both the quorum and the

majority requirements) in case of a change of control (a Review Event). A change of control is

any transaction where a 50 per cent. or more interest in the relevant company is acquired by

another entity that is not part of the Goodman Group (a Change of Control).

A Change of Control includes:

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 a change of control either at the level of GLHK, GIT or GL or in any body corporate,

limited partnership, trust, corporation, legal arrangement or other person, established in

the European Union or in another jurisdiction, owned, wholly or in part (including those

held for 50 per cent. or less) in the holding structure between each of GLHK, GIT or GL

and the Management Company, being a change of control at the Goodman Group level;

and/or

 a direct or indirect change of control of the Management Company or any member of

the Goodman Group providing significant resources in relation to the management of

GEP, being a change of control at the Management Company’s level.

If a Change of Control event was to occur at the Goodman Group level, the Management

Company has undertaken to procure that the new acquirer will be obliged to confirm to the

Unitholders that its business strategy remains consistent with GEP’s strategy at the time of

acquisition and that the senior management team will be primarily unchanged, or that the newly

proposed senior management team includes the necessary skill set and experience to manage

GEP. If the Management Company does not procure the delivery of such confirmation or the

acquirer fails to deliver such confirmation, then a Review Event occurs. If a Change of Control

event occurs at the level of the Management Company, then a Review Event occurs.

Notwithstanding the above, no Review Event shall occur, either at the Goodman Group and/or

Management Company level, if the proposed acquirer is a competitor of the Goodman Group,

which is also focused on the management of Logistics real estate assets on a pan-European or

greater scale.

Board of the Management Company

The board of managers of the Management Company (the Board) is responsible for the

strategic direction and management of GEP. The approval by the Board of major investment

decisions will be subject to a confirmation by the Investment Committee and/or the General

Meeting (as detailed in the following sections). The Board will meet at least once a quarter and

currently consists of four directors appointed by Goodman. The current directors are Dominique

Prince, Daniel Peeters, Emmanuel Van der Stichele and Henry Kelly, the latter as an

independent external director. A biography of each director is set out below:

Daniel Peeters

Daniel has oversight of Goodman’s European operations and strategy and is responsible for

Goodman Group’s investments in Brazil. Daniel has been with Goodman since 2006 and has

17 years of experience in the property and logistics sectors. Daniel is a director of various

Goodman managed partnerships, subsidiaries and the joint ventures in Europe and Brazil.

During his career, Daniel has built up extensive experience in the design, implementation and

outsourcing of pan-European supply chain and real estate strategies for various multinationals.

Daniel was Chief Executive Officer of Eurinpro, a developer of tailor-made logistic property

solutions in Europe acquired by Goodman in May 2006.

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Emmanuel Van der Stichele

Emmanuel is Manager of the Goodman European Partnership and is a member of the Board of

Managers of the Partnership. He is responsible for the overall strategy, management and

performance of GEP and as such reports to the Investment Committee and partners. Emmanuel

has extensive real estate investment experience, having closed and managed numerous

transactions in both the private and public real estate equity and debt markets. Previously,

Emmanuel has been a London based member of a global real estate private equity group.

Emmanuel has further been involved in real estate finance as well as in several IPOs and

capital raisings for real estate vehicles.

Henry Kelly

Henry currently runs KellyConsult S.à r.l., a Luxembourg based business consultancy he

established in 1999 which serves companies operating in the financial sector, in particular in the

area of investment funds. Henry’s key areas of expertise are business strategy, product design,

product distribution, regulation and financial and operational management. He is an

experienced Independent Director of several investment funds and investment management

companies domiciled in Luxembourg and abroad. Prior to the establishment of KellyConsult S.à

r.l., he worked for six years as a Director of Fleming Fund Management (Luxembourg) S.A.

(now JP Morgan Asset Management) where he was a Managing Director responsible for

finance, legal and compliance and product development. Henry is an active member of the

Association of the Luxembourg Fund Industry (ALFI) and served for 10 years (1995-2005) on

the Executive Committee of ALFI and is currently Chairman of the ALFI Fund Governance

Forum which was set up in 2011. He is a member of the Investment Funds Committee of ILA

(Luxembourg Institute of Directors) since its inception in 2008 and is an ILA Certified Director.

Henry is a holder of the INSEAD Certificate in Corporate Governance.

Dominique Prince

Dominique is responsible for the financial strategy and financial control of the Luxembourg

based partnerships managed by Goodman. He is also responsible for defining corporate

strategy and advising the Board of the Luxembourg based partnerships on a wide range of

topics. Based in Luxembourg, Dominique is responsible for the Goodman office in Luxembourg

and manages the relations with the tax advisers, the auditors, the depositary bank, the regulator

and the central administration agent of the partnerships. Dominique joined the Goodman Group

in 2008 and has over 16 years of experience in real estate and financial services having worked

previously at PwC. Dominique holds a Master’s degree in Business Administration from HEC-

ULg Management School, Belgium.

Conflict of Interest

Daniel Peeters, Emmanuel Van der Stichele and Dominique Prince are employees and/or

contractors of subsidiaries of the Goodman Group. Members of the Goodman Group have

entered into agreements with one or more of the Obligors (including the Relationship Deed) (as

defined below) and they may enter into further agreements with any Obligor. In addition, from

time to time they may be appointed to the boards of subsidiaries of Goodman Group which may

have dealings with the Group, including the sale and purchase of real estate. Since Daniel

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Peeters, Emmanuel Van der Stichele and Dominique Prince are remunerated by the Goodman

Group, there may be a conflict between their interests in relation to the Management Company

and their interests in relation to the Goodman Group as regards the performance of those

existing agreements and the entry into any such further agreements. As at the date of this Base

Prospectus, there are no other existing conflicts of interest between a director’s duties to the

board of directors of the Management Company, referred to in this “Description of Management

of GEP” section, and their private interests and/or other duties.

Investment Committee

The investment committee is a body established in accordance with article 4 of the

Management Regulations (the Investment Committee). It is constituted as a forum for

appointees of Unitholders to meet with appointees of the Management Company in a

consultative and confirmatory role. The role and responsibility of the Investment Committee in

respect of the affairs of GEP are limited to the confirmation of Investment Committee Reserved

Matters. Please refer to Article 4 of the Management Regulations for further details on the

governance process, notice, frequency, location of meetings and fees and expenses of the

Investment Committee.

The Investment Committee is composed of a maximum of eight members, consisting of two

Management Company appointees and six Unitholder appointees.

Of the Unitholder appointees, the four Unitholders or groups of Unitholders advised by the same

party (or which are part of the same Unitholder Group or Affiliates of each other) having the

highest aggregate amount of issued Units and Uncalled Commitments (excluding Goodman)

are appointed. Subject to Article 4.4 (b) of the Management Regulations, these members will

remain members of the Investment Committee indefinitely unless they are removed and/or

replaced, in their absolute discretion, by the Unitholder or group of Unitholders by whom they

were appointed. If the aggregate amount of issued Units and Uncalled Commitments of the

Unitholder or group of Unitholders (excluding Goodman) with the fourth and fifth highest

aggregate amount of issued Units and Uncalled Commitments are identical, neither of them

may appoint a Unitholder appointee. The two remaining Unitholder appointees are appointed as

representatives of the remaining Unitholders (excluding Goodman). Appointees representing the

remaining Unitholders are appointed for a minimum term of one year and a maximum term of

two years, but can be re-elected.

The Management Company appoints two members to the Investment Committee. The

Management Company may, at any time and in its absolute discretion, change its appointees to

the Investment Committee.

The Management Company will, in its sole discretion, appoint one of the Management

Company appointees to be the chairperson of the Investment Committee. The chairperson of

the Investment Committee does not have any additional or casting vote. The current

chairperson is Gregory Goodman.

The quorum for an Investment Committee meeting is three appointees, with a minimum of one

Management Company appointee and two Unitholder appointees.

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At a meeting of the Investment Committee, each appointee has one vote in respect of each Unit

held by each Unitholder which that appointee represents but must cast all its votes in the same

way. For this purpose: (i) the Management Company appointees shall each represent 50 per

cent. of the Units held by Goodman; (ii) the Unitholder appointees appointed in the framework of

article 4.4(c) of the Management Regulations shall each represent 50 per cent. of the Units held

by the Unitholders which they represent provided that where at any point in time only one

Unitholder appointee is appointed in the framework of such article 4.4(c) that one Unitholder

appointee shall represent all (rather than just 50 per cent.) of the Units held by the Unitholders

which it represents; and (iii) when calculating the number of Units held by a Unitholder any

Uncalled Commitments of a Unitholder shall be notionally transformed into the corresponding

amount of Units at the Latest Available Current Unit Value (ex) (as defined in the Management

Regulations) determined at the time the notice to convene the Investment Committee meeting is

dispatched by the Management Company.

Where a decision requires the approval of a Special Majority of the Investment Committee, and

that Special Majority approval is not achieved only because one single appointee prevented the

achievement of the Special Majority decision, notwithstanding anything to the contrary in the

Management Regulations, that Special Majority vote shall be deemed approved. For this

purpose, the two Management Company appointees shall be deemed to be one single

appointee and the two appointees appointed in the framework of article 4.4 (c) of the

Management Regulations shall be deemed to be one single appointee.

Each of the matters listed in Part A of the Investment Committee Reserved Matters requires the

confirmation by a Simple Majority of the Investment Committee. Meanwhile, each of the matters

listed in Part B of the Investment Committee Reserved Matters requires the confirmation by a

Special Majority of the Investment Committee.

All transactions involving a member of the Goodman Group are considered exclusively by the

Unitholder appointees of the Investment Committee (and not by the appointees of the

Management Company).

Unitholders’ Meeting

Subject to Article 20 of the Management Regulations, any Unitholder Reserved Matter must be

approved by the Unitholders in a General Meeting.

The Management Company will convene and hold an annual general meeting of Unitholders on

such date as determined in its sole discretion and will determine its agenda. The Management

Company may at any time, in its sole discretion, call additional meeting(s) of Unitholders. In

addition, Unitholders representing at least 5 per cent. of the issued Units, whether partially or

fully paid in, may request the Management Company to call and hold meetings in accordance

with the Management Regulations and Luxembourg law. In this case, the Unitholders will

provide the agenda to the Management Company.

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Service Agreements

The Management Company is responsible for the management of GEP. However, the

Management Company has contracted with Goodman and third parties to provide certain

services to GEP. These arrangements are set out below.

Relationship Deed

Goodman and the Management Company have entered into a relationship deed that governs

their ongoing relationship (the Relationship Deed). The Relationship Deed contains the

following right of first refusal:

 over European

Logistics properties sourced by Goodman;

 over European Logistics property developments completed by Goodman;

 over European Logistics properties proposed to be directly divested by Goodman (held

in its capacity as a principal investor or developer);

 over European Logistics properties proposed to be directly acquired by Goodman; and

 to co-invest in Development Land acquisitions with limited exceptions sourced by

Goodman in Europe in return for an exclusive Development Management and Project

Management Agreement on these sites.

The right of first refusal supports GEP’s strategy of taking minimal direct development exposure,

and gives GEP unique access to Logistics properties developed by Goodman.

Since its launch in December 2006, GEP has benefited from access to high quality Logistics

assets through its right of first refusal over Goodman’s European Logistics developments, as

well as supplementing its property portfolio with a number of market acquisitions. With respect

to the Portfolio at present (valued at €2.5 billion

as at 30 June 2016), those properties

acquired from or developed by Goodman currently represent 81 per cent.

Investment Adviser

The Management Company appointed Goodman Operator (UK) Ltd on 23 June 2008, and

certain other Goodman subsidiaries, to act as GEP’s investment adviser (the Investment

Adviser). From time to time, the Management Company may replace the Investment Adviser.

The Investment Adviser will, subject to the supervision and liability of the Management

Company:

 supply the necessary personnel and resources to the Management Company to allow

the Management Company to perform certain of its obligations under the Management

In each case, Member States of the EU other than the UK, or countries that are seeking to accede to the EU from

time to time.

Portfolio based on 100% complete valuations.

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Regulations (including the provision of investment advice but excluding the making of

any investment decisions) in accordance with GEP’s Investment Objectives, Investment

Strategies, Investment Restrictions, Investment Guidelines and Investment Targets; and

 provide such other services as may be delegated or directed by the Management

Company and accepted by the Investment Adviser. Goodman Operator (UK) Ltd will

perform all those obligations of the Management Company under the Management

Regulations which constitute regulated activities under the Financial Services and

Markets Act 2000 (other than investment management activities).

In accordance with the terms of the Management Regulations and the Investment Advisory

Agreement, the Board may request that the Investment Adviser advise on, and/or direct the

Investment Adviser to execute for the Management Company, acting for and on behalf of GEP,

decisions, agreements, deeds, contracts or any other transaction documents in respect of any

investment of GEP or any disposal of an investment of GEP.

Property Manager

The Management Company has delegated the day-to-day property services functions on an

asset by asset basis, according to the nature and location of the relevant property to the

Property Manager on arm’s length terms.

The Management Company has appointed the Property Manager to provide property

management services in respect of the assets of GEP. The Property Manager is required to

provide a capability statement to GEP annually and GEP may require the Property Manager to

redress any reasonable concerns GEP may have about the personnel and resources the

Property Manager applies to the provision of such property services. The fees payable to the

Property Manager are subject to an annual review, which is backed up by an expert appointed

to advise:

 on the appropriate market fee benchmarks; and

 if so instructed by GEP, whether the fees proposed to be payable to the Property

Manager for the next 12 months match arm’s length terms.

Depositary

The depositary to GEP is Brown Brothers Harriman (Luxembourg) S.C.A. (GEP Depositary). It

is licensed to engage in all banking operations under Luxembourg law.

GEP Depositary has been entrusted with the following three main duties:

 monitoring of GEP’s cash

 safekeeping of GEP’s assets

 oversight of certain transactions and operations related to GEP as further described

below.

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The main duties referred to in the foregoing paragraph, as well as any additional duties which

GEP Depositary has been entrusted with, are more fully described in the Depositary Agreement

between the Management Company, acting on behalf of GEP, and GEP Depositary.

GEP Depositary has the following oversight duties:

 ensure that the sale, issue, transfer, redemption and cancellation of the Units effected

on behalf of GEP or by the Management Company are carried out in accordance with

applicable law and the Management Regulations;

 ensure that the value of the Units is calculated in accordance with applicable laws and

the Management Regulations;

 carry out the instructions of the Management Company, unless they conflict with

applicable law or the Management Regulations;

 ensure that in transactions involving GEP’s assets, any consideration is remitted to GEP

within the usual settlement dates; and

 ensure that the income attributable to GEP is applied in accordance with the

Management Regulations.

GEP Depositary has not contractually discharged its liability and has not delegated any of its

safekeeping functions to a third party service provider or correspondent.

Distributions

GEP’s Management Regulations prescribe the Management Company to distribute 100 per

cent. of GEP’s distributable earnings. Distributions are paid on a quarterly basis.

As a Luxembourg domiciled fund, GEP is not subject to the minimum pay-out ratios for tax

purposes which apply to real estate investment trusts in other jurisdictions. Management, with

the support of Unitholders, has deferred distributions when deemed necessary to improve the

credit profile of GEP in response to adverse market conditions.

Significant Recent Developments

Subsequent to the June 2016 quarter-end, GEP has made no new capital calls.

On 7 July 2016, Unitholders in a General Meeting approved the changes to GEP’s Management

Regulations, which were proposed in light of the 2016 liquidity review. These changes have

been implemented and are reflected in this Base Prospectus. As part of the 2016 liquidity review

a number of Unitholders requested liquidity in accordance with article 16.3 of the Management

Regulations for an aggregate value of approximately €46 million. Unitholders who requested

liquidity have the ability to withdraw their liquidity requests albeit that the acceptance of such

withdrawals is at the discretion of the Management Company acting reasonably. Any liquidity

requests which are not withdrawn must be satisfied within twelve months of 21 July 2016. A

number of liquidity requests (representing a value of approximately €29 million) have been or

are in the process of being satisfied through trades of Units in the secondary market.

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DESCRIPTION OF THE OTHER GUARANTORS

DESCRIPTION OF GEH

Incorporation and Status

GEH was incorporated on 5 December 2006 as a private limited liability company (société à

responsabilité limitée) for an unlimited period of time under the laws of Luxembourg. The

articles of incorporation of GEH have been published in the Mémorial C, Recueil des Sociétés

et Associations N°l dated 21 February 2007 (the GEH Articles of Incorporation). The statutory

seat of GEH is 28, boulevard d’Avranches, L-1160, Luxembourg, Grand Duchy of Luxembourg

and its telephone number is +352 2636 3220. GEH is registered with the Luxembourg Trade

and Companies Register (registration number B 122 752).

GEH holds interests in subsidiaries that directly or indirectly hold real property. GEH is also the

direct holding company of the Issuer and the other Guarantors other than GEP and CPH, the

latter being an indirect subsidiary. GEH‘s only other subsidiaries are GELF Finance One (Lux)

S.À R.L. and GELF Finance Two (Lux) S.À R.L., which act as finance companies only and

accordingly do not undertake any operation activities.

GEH is a direct subsidiary of GEP. For a structure diagram which shows the position of GEH

within the Group, see “Description of the Guarantors - Description of GEP - Overview of GEP’s

Structure” above.

GEH is an intermediate holding company within the Group and it does not undertake any

operational activities other than borrowing and lending funds to and from other members of the

Group, providing the Notes Guarantee in respect of the Programme and undertaking unsecured

hedging. As at 30 June 2016, GEH had €255 million of hedges including forward starting

hedges. All GEH hedges are interest rate cap options.

For the period of 12 months following the date of this Base Prospectus, the GEH Articles of

Incorporation (with an English translation thereof) will be available for inspection at the statutory

seat of GEH and from the specified offices of the Paying Agent for the time being in London and

Luxembourg.

Purpose

The purpose of GEH, as set out in article 3 of the GEH Articles of Incorporation, includes the

provision of any form of financing directly or indirectly to GEH and its wholly-owned subsidiaries

and the issue of stock, bonds, debentures, notes and other securities of any kind to the above

effect.

GEH may lend or borrow with or without security or collateral, provided that such activities

comply with the covenants set out in GEH’s finance documents and the Management

Regulations.

In general, GEH may undertake any financial, commercial, industrial or real estate transactions

which it may deem useful in the accomplishment and development of its purpose and, in such

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context, it may give or receive guarantees, issue all types of securities and financial instruments

and enter into any type of hedging, trading or derivatives transactions.

Share Capital

GEH’s share capital is €2,000,000 represented by 80,000 shares, each with a nominal value of

€25.00 and each carrying one voting right in the general meeting of shareholders. All shares are

in registered form and have been fully paid up in cash.

The sole shareholder of GEH is GEP.

Directors

GEH has a board of directors, currently comprising three directors:

 Emmanuel Van der Stichele (see “Board of the Management Company” for further

details);

 Dominique Prince (see “Board of the Management Company” for further details); and

 Henry Kelly (see “Board of the Management Company” for further details).

Emmanuel Van der Stichele and Dominique Prince are employees and/or contractors of

subsidiaries of the Goodman Group.

Independent Auditors

GEH’s accounts are not separately audited (see “Risk Factors – Risks relating to the Group’s

business – Stand-alone financial statements for each Guarantor have not been included in this

Base Prospectus”).

Financial Year

GEH’s financial year is from 1 January to 31 December in each year.

Conflict of Interest

Emmanuel Van der Stichele and Dominique Prince are employees and/or contractors of

subsidiaries of the Goodman Group. Members of the Goodman Group have entered into

agreements with one or more of the Obligors (including the Relationship Deed) and they may

enter into further agreements with any Obligor. In addition, from time to time they may be

appointed to the boards of subsidiaries of Goodman Group which may have dealings with the

Group, including the sale and purchase of real estate. Since Emmanuel Van der Stichele and

Dominique Prince are remunerated by the Goodman Group, there may be a conflict between

their interests in relation to GEH and their interests in relation to the Goodman Group as

regards the performance of those existing agreements and the entry into any such further

agreements. As at the date of this Base Prospectus, there are no other existing conflicts of

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interest between a director’s duties to the board of directors of GEH, referred to in this

“Description of GEH” section, and their private interests and/or other duties.

Material Contracts

GEH is not party to any contracts outside the ordinary course of its business that have been or

may reasonably be expected to be material GEH’s ability to meet its obligations to Noteholders.

156

DESCRIPTION OF GIS

Incorporation and Status

GIS was incorporated on 30 May 2006 as a private limited liability company (société à

responsabilité limitée) for an unlimited period of time under the laws of Luxembourg. The

articles of incorporation of GIS have been published in the Mémorial C, Recueil des Sociétés et

Associations N°l dated 11 August 2006 (the GIS Articles of Incorporation). The statutory seat

of GIS is 28, boulevard d’Avranches, L-1160, Luxembourg, Grand Duchy of Luxembourg and its

telephone number is +352 2636 3220. GIS is registered with the Luxembourg Trade and

Companies Register (registration number B 117 053).

GIS is a direct subsidiary of GEH and an indirect subsidiary of GEP. Each other Obligor (other

than GEP) is a direct or indirect subsidiary of GEH. For a structure diagram which shows the

position of GIS within the Group, see “Description of the Guarantors - Description of GEP -

Overview of GEP’s Structure” above.

GIS holds interests in subsidiaries that directly or indirectly hold real property.

GIS is an intermediate holding company within the Group and it does not undertake any

operational activities other than borrowing and lending funds to and from other members of the

Group, providing the Notes Guarantee in respect of the Programme.

For the period of 12 months following the date of this Base Prospectus, the GIS Articles of

Incorporation (with an English translation thereof) will be available for inspection at the statutory

seat of GIS and from the specified offices of the Paying Agent for the time being in London and

Luxembourg.

Purpose

The purpose of GIS, as set out in article 2 of the GIS Articles of Incorporation, includes the

provision of any form of financing directly or indirectly to GEP and its affiliates or to any other

company.

GIS may lend or borrow with or without security or collateral, provided that such activities

comply with the covenants set out in GEP’s finance documents and the Management

Regulations.

In general, GIS may undertake any financial, commercial, industrial or real estate transactions

which it may deem useful in the accomplishment and development of its purpose and, in such

context, it may give or receive guarantees, issue all types of securities and financial instruments

and enter into any type of hedging, trading or derivatives transactions.

Share Capital

GIS’s share capital is €1,000,000 represented by 40,000 shares, each with a nominal value of

€25.00 and each carrying one voting right in the general meeting of shareholders. All shares are

in registered form and have been fully paid up in cash.

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The sole shareholder of GIS is GEH.

Directors

GIS has a board of directors, currently comprising two directors:

 Emmanuel Van der Stichele (see “Board of the Management Company” for further

details); and

 Dominique Prince (see “Board of the Management Company” for further details).

Emmanuel Van der Stichele and Dominique Prince are employees and/or contractors of

subsidiaries of the Goodman Group.

Independent Auditors

GIS’s accounts are not separately audited (see “Risk Factors – Risks relating to the Group’s

business – Stand-alone financial statements for each Guarantor have not been included in this

Base Prospectus”).

Financial Year

GIS’s financial year is from 1 January to 31 December in each year.

Conflict of Interest

Emmanuel Van der Stichele and Dominique Prince are employees and/or contractors of

subsidiaries of the Goodman Group. Members of the Goodman Group have entered into

agreements with one or more of the Obligors (including the Relationship Deed) and they may

enter into further agreements with any Obligor. In addition, from time to time they may be

appointed to the boards of subsidiaries of Goodman Group which may have dealings with the

Group, including the sale and purchase of real estate. Since Emmanuel Van der Stichele and

Dominique Prince are remunerated by the Goodman Group, there may be a conflict between

their interests in relation to GIS and their interests in relation to the Goodman Group as regards

the performance of those existing agreements and the entry into any such further agreements.

As at the date of this Base Prospectus, there are no other existing conflicts of interest between

a director’s duties to the board of directors of GIS, referred to in this “Description of GIS”

section, and their private interests and/or other duties.

Material Contracts

GIS is not party to any contracts outside the ordinary course of its business that have been or

may reasonably be expected to be material GIS’ ability to meet its obligations to Noteholders.

158

DESCRIPTION OF CNV

Incorporation and Status

CNV was incorporated on 6 September 2000 as a public limited liability company (naamloze

vennootschap) for an unlimited period of time under the laws of the Netherlands. The current

articles of incorporation of CNV in force (the CNV Articles of Incorporation) were executed on

10 June 2015. The statutory seat of CNV is Strawinskylaan 1225, Tower B, Level 12, 1077 XX

Amsterdam, Netherlands and its telephone number is +31 20 709 39 30. CNV is registered with

the Chambers of Commerce in the Netherlands (registration number 34140043).

CNV is a direct subsidiary of GEH and an indirect subsidiary of GEP. Each other Obligor (other

than GEP) is a direct or indirect subsidiary of GEH. For a structure diagram which shows the

position of CNV within the Group, see “Description of the Guarantors - Description of GEP -

Overview of GEP’s Structure” above.

CNV holds a 99.99 per cent. interest in C€LOGIX Special Purpose Fund and 100 per cent. of

C€LOGIX Participation B.V. (which in turn holds a 0.01 per cent. interest in C€LOGIX Special

Purpose Fund). The C€LOGIX Special Purpose Fund is a fund for the joint account of the

participants (fonds voor gemene rekening). The terms and conditions of the C€LOGIX Special

Purpose Fund (fondsvoorwaarden), dated 1 February 2008 and governed by the laws of the

Netherlands, entitle the management company of the C€LOGIX Special Purpose Fund (the

C€LOGIX Management Company) to:

 invest the means of the C€LOGIX Special Purpose Fund;

 dispose of any of the assets and assume obligations in the name of the Stichting

C€Logix Property Fund (being the custodian); and

 perform any and all other acts in its own name for the account and risk of participants

which are reasonably necessary for, or conducive to, the attainment of the objects of the

C€LOGIX Special Purpose Fund.

The C€LOGIX Management Company is currently Goodman Netherlands B.V., a private limited

liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under

the laws of the Netherlands and having its statutory seat in Strawinskylaan 1225, Tower B, Level

12, 1077 XX Amsterdam, Netherlands. The C€LOGIX Management Company is registered with

the Chambers of Commerce in the Netherlands under number 17086670 and is vested with the

broadest powers to administer and manage the C€LOGIX Special Purpose Fund in accordance

with, and subject to, the terms and conditions of the C€LOGIX Special Purpose Fund.

C€LOGIX Participation B.V. receives the benefit of the economic interest in the Dutch assets

held by Stichting C€LOGIX Property Fund.

CNV is an intermediate holding company within the Group and it does not undertake any

operational activities other than borrowing and lending funds to and from other members of the

Group, providing the Notes Guarantee in respect of the Programme.

159

For the period of 12 months following the date of this Base Prospectus, the CNV Articles of

Incorporation (with an English translation thereof) will be available for inspection at the statutory

seat of CNV and from the specified offices of the Paying Agent for the time being in London and

Luxembourg.

Purpose

The purpose of CNV, as set out in article 3 of the CNV Articles of Incorporation, includes the

provision of any form of financing directly or indirectly to GEP and its wholly-owned subsidiaries

and the issue of stock, bonds, debentures, notes and other securities of any kind to the above

effect.

CNV may lend or borrow with or without security or collateral, provided that such activities

comply with the covenants set out in GEP’s finance documents and the Management

Regulations.

In general, CNV may undertake any financial, commercial, industrial or real estate transactions

which it may deem useful in the accomplishment and development of its purpose and, in such

context, it may give or receive guarantees, issue all types of securities and financial instruments

and enter into any type of hedging, trading or derivatives transactions.

Share Capital

CNV’s paid-up share capital is €475,778 represented by 475,778 shares, each with a nominal

value of €1.00 and each carrying one voting right in the general meeting of shareholders. All

shares are in registered form and have been fully paid up in cash.

The sole shareholder of CNV is GEH.

Directors

CNV has a board of directors, currently comprising three directors:

 Emmanuel Van der Stichele (see “Board of the Management Company” for further

details);

 Dominique Prince (see “Board of the Management Company” for further details); and

 Philippe Van der Beken.

Philippe joined Goodman as Managing Director, Continental Europe in 2012. He is responsible

for Goodman’s activities across Continental Europe. Philippe previously worked at Goodman

from 2005 to 2008 as Executive, Corporate Transactions and Member of the Board of Managers

of GEP. Philippe holds an MBA from the University of Chicago and a Master of Laws from the

University of Leuven.

Emmanuel Van der Stichele, Dominique Prince and Philippe Van der Beken are employees

and/or contractors of subsidiaries of the Goodman Group.

160

Independent Auditors

CNV’s accounts are not separately audited (see “Risk Factors – Risks relating to the Group’s

business – Stand-alone financial statements for each Guarantor have not been included in this

Base Prospectus”).

Financial Year

CNV’s financial year is from 1 January to 31 December in each year.

Conflict of Interest

Emmanuel Van der Stichele, Dominique Prince and Philippe Van Der Beken are employees

and/or contractors of subsidiaries of the Goodman Group. Members of the Goodman Group

have entered into agreements with one or more of the Obligors (including the Relationship

Deed) and they may enter into further agreements with any Obligor. In addition, from time to

time they may be appointed to the boards of subsidiaries of Goodman Group which may have

dealings with the Group, including the sale and purchase of real estate. Since Emmanuel Van

der Stichele, Dominique Prince and Philippe Van Der Beken are remunerated by the Goodman

Group, there may be a conflict between their interests in relation to CNV and their interests in

relation to the Goodman Group as regards the performance of those existing agreements and

the entry into any such further agreements. As at the date of this Base Prospectus, there are no

other existing conflicts of interest between a director’s duties to the board of directors of CNV,

referred to in this “Description of CNV” section, and their private interests and/or other duties.

Material Contracts

CNV is not party to any contracts outside the ordinary course of its business that have been or

may reasonably be expected to be material CNV’s ability to meet its obligations to Noteholders.

161

DESCRIPTION OF CPH

Incorporation and Status

CPH was incorporated on 26 February 2001 as a private limited liability company (besloten

vennootschap met beperkte aansprakelijkheid) for an unlimited period of time under the laws of

the Netherlands. The current articles of incorporation of CPH in force (the CPH Articles of

Incorporation) were executed on 10 June 2015. The statutory seat of CPH is Strawinskylaan

1225, Tower B, Level 12, 1077 XX Amsterdam, Netherlands and its telephone number is +31 20

709 39 30. CPH is registered with the Chambers of Commerce in the Netherlands (registration

number 34151584).

CPH is an indirect subsidiary of CNV, which is a direct subsidiary of GEH and an indirect

subsidiary of GEP. Each other Obligor (other than GEP) is a direct or indirect subsidiary of GEH.

For a structure diagram which shows the position of CPH within the Group, see “Description of

the Guarantors - Description of GEP - Overview of GEP’s Structure” above.

CPH holds interests in subsidiaries that directly or indirectly hold real property.

CPH is an intermediate holding company within the Group and it does not undertake any

operational activities other than borrowing and lending funds to and from other members of the

Group, providing the Notes Guarantee in respect of the Programme.

For the period of 12 months following the date of this Base Prospectus, the CPH Articles of

Incorporation (with an English translation thereof) will be available for inspection at the statutory

seat of CPH and from the specified offices of the Paying Agent for the time being in London and

Luxembourg.

Purpose

The purpose of CPH, as set out in article 3 of the CPH Articles of Incorporation, includes the

provision of any form of financing directly or indirectly to GEP and its wholly-owned subsidiaries

and the issue of stock, bonds, debentures, notes and other securities of any kind to the above

effect.

CPH may lend or borrow with or without security or collateral, provided that such activities

comply with the covenants set out in GEP’s finance documents and the Management

Regulations.

In general, CPH may undertake any financial, commercial, industrial or real estate transactions

which it may deem useful in the accomplishment and development of its purpose and, in such

context, it may give or receive guarantees, issue all types of securities and financial instruments

and enter into any type of hedging, trading or derivatives transactions.

162

Share Capital

CPH’s paid-up share capital is €18,000 represented by 18,000 shares, each with a nominal

value of €1.00 and each carrying one voting right in the general meeting of shareholders. All

shares are in registered form and have been fully paid up in cash.

100 per cent. of the shares in CPH are legally held by Stichting C€LOGIX Property Fund and

are beneficially held by C€LOGIX Special Purpose Fund.

Directors

CPH has a board of directors, currently comprising three directors:

 Emmanuel Van der Stichele (see “Board of the Management Company” for further

details);

 Dominique Prince (see “Board of the Management Company” for further details); and

 Philippe Van der Beken (see “Description of CNV – Directors” for further details).

Emmanuel Van der Stichele, Dominique Prince and Philippe Van der Beken are employees

and/or contractors of subsidiaries of the Goodman Group.

Independent Auditors

CPH’s accounts are not separately audited (see “Risk Factors – Risks relating to the Group’s

business – Stand-alone financial statements for each Guarantor have not been included in this

Base Prospectus”).

Financial Year

CPH’s financial year is from 1 January to 31 December in each year.

Conflict of Interest

Philippe Van der Beken, Emmanuel Van der Stichele and Dominique Prince are employees

and/or contractors of subsidiaries of the Goodman Group. Members of the Goodman Group

have entered into agreements with one or more of the Obligors (including the Relationship

Deed) and they may enter into further agreements with any Obligor. In addition, from time to

time they may be appointed to the boards of subsidiaries of Goodman Group which may have

dealings with the Group, including the sale and purchase of real estate. Since Philippe Van der

Beken, Emmanuel Van der Stichele and Dominique Prince are remunerated by the Goodman

Group, there may be a conflict between their interests in relation to CPH and their interests in

relation to the Goodman Group as regards the performance of those existing agreements and

the entry into any such further agreements. As at the date of this Base Prospectus, there are no

other existing conflicts of interest between a director’s duties to the board of directors of CPH,

referred to in this “Description of CPH” section, and their private interests and/or other duties.

163

Material Contracts

CPH is not party to any contracts outside the ordinary course of its business that have been or

may reasonably be expected to be material CPH’s ability to meet its obligations to Noteholders.

164

SELECTED DEFINITIONS

Defined terms have the meanings set out in the Management Regulations, unless otherwise

defined in this Base Prospectus. In addition, the following terms shall have the meanings set

forth below unless the context requires otherwise:

2015 RCF means the credit agreement between, among others, GEH, each other Obligor, BNP

Paribas, ING Bank N.V. and The Royal Bank of Scotland plc dated 23 February 2015;

Affiliate means in respect of an entity, any entity directly or indirectly controlling, controlled by,

or under common control with, such entity;

Asset means all the assets of GEP as are to be reported under IFRS, including, inter alia, Real

Estate, securities, provisions and rights of GEP;

Budget means a budget adopted under article 21.2 of the Management Regulations for each

Financial Year which will project the income, expenses and profits (both on revenue and on

capital account) and cash flow of GEP and the Subsidiaries based on its position at the

commencement of the Financial Year and the projected operations under the Business Plan;

Business Plan means the Financial Year business plan for GEP and the Subsidiaries prepared

under article 21.2 of the Management Regulations;

Cash and Cash Equivalents has the meaning given to it in GEP’s most recent consolidated

financial statements;

Commitment means, with respect to each Investor, the maximum amount (denominated in

euro) agreed to be contributed to GEP pursuant to its Subscription Form(s) (including any

existing and additional Commitment(s) made by such Investor);

Contributed Capital means, in respect of each Investor, the aggregate amount of its

Commitment that has been contributed and paid to GEP pursuant to one or more Call Notice(s)

(as defined in the Management Regulations);

Dual Currency Notes is as set out on page 9 of this Base Prospectus;

EBITDA means earnings before interest, taxes, depreciation and amortisation (see further

“Non-IFRS Financial Measures” below);

EEA means the European Economic Area;

EU means the European Union;

EURIBOR means Europe Interbank Offered Rate;

External Appraiser means an appraiser appointed from time to time by the Management

Company appraising the value of properties and property rights;

165

Financial Year means the financial year of GEP which starts on 1 January of each year and

ends on 31 December of the same year;

Financing Proposal means entering into, or a restructuring of, a financial accommodation

(which may include any Secured Debt) provided to the GEP Group, excluding any intra-group

debt within the GEP Group, in excess of €20 million;

Fraudulent means a false representation by means of a statement or conduct made knowingly

or recklessly to gain an advantage;

French Tax Code means the code general d’impôts in force in France;

General Meeting means a general meeting of Unitholders, being either an Annual General

Meeting or an Extraordinary General Meeting;

GEP Group means the Management Company acting for and on behalf of GEP and its

Subsidiaries;

GLHK means Goodman Logistics (HK) Limited, (registered number 1700359 – established in

Hong Kong) having its registered office at Suite 901, Three Pacific Place, 1 Queen’s Road East,

Hong Kong

GIT means Goodman Industrial Trust (ARSN 091 213 839 – established in Australia) and,

where the context requires, Goodman Funds Management Limited (ACN 067 796 641 –

established in Australia) acting as responsible entity for the Goodman Industrial Trust, each

having its registered office at Level 17, 60 Castlereagh Street, Sydney NSW 2000, Australia;

GL means Goodman Limited, (ABN 69 000 123 071 – established in Australia) having its

registered office at Level 17, 60 Castlereagh Street, Sydney NSW 2000, Australia;

Goodman or Goodman Group means GLHK, GIT and GL and each of their controlled entities;

Gross Asset Value means the gross value of the Assets (disregarding Liabilities);

Grossly Negligent means high degree of negligence, manifested in behaviour substantially

worse than that of the average reasonable man;

Index Linked Notes is as set out on page 12 of this Base Prospectus;

Information Memorandum means the current version of the Information Memorandum of GEP,

as approved by the CSSF;

Institutional Investors are:

(a) institutional investors stricto sensu, such as banks and other professionals of

the financial sector, insurance and reinsurance companies, social security

institutions and pension funds, industrial, commercial and financial group

166

companies, all subscribing on their own behalf, and the structures which such

institutional investors put into place for the management of their own assets;

(b) credit institutions and other professionals of the financial sector investing in their

own name but on behalf of institutional investors as defined under (a) above;

Luxembourg or abroad which invest in their own name but on behalf of their

non-institutional clients on the basis of a discretionary management mandate;

(d) collective investment undertakings established in Luxembourg or abroad, even

if its own investors may not be regarded as being institutional investors;

(e) holding companies or similar entities, whether Luxembourg-based or not, whose

shareholders are institutional investors as described in the foregoing

paragraphs;

(f) territorial administrative bodies (e.g. regions, provinces, cantons, communes,

municipalities), in so far as these bodies invest their own funds;

(g) a holding company or company of similar nature, established in Luxembourg or

abroad, even if its own shareholders are not institutional investors. It is,

however, required that it is a holding company, or similar company, which has a

real substance, and a proper structure and activity in the sense that it holds

important financial interests; and/or

(h) a “family” type holding company or company of similar nature, established in

Luxembourg or abroad, even if its own shareholders are not institutional

investors. It is, however, required that it is a holding company, or similar

company, by which a family or a branch of a family holds important financial

interests;

Interested Unitholder has the meaning set out in article 12.1 of the Management Regulations;

Intermediary Vehicle means any body corporate, limited partnership, trust, corporation, legal

arrangement or other person, established in the European Union or in another jurisdiction,

owned, wholly or in part (including those held for fifty per cent (50%) or less) by GEP, directly or

indirectly, for the purpose of holding, directly or indirectly, Real Estate or financing other

Intermediary Vehicles;

Investment Advisory Agreement means the investment advisory agreement between the

Management Company and the Investment Adviser(s);

Investment Committee Reserved Matters means the following matters reserved for

confirmation by the Investment Committee:

Part A – Matters which require a Simple Majority:

167

(a) The approval of any Investment Proposal where the anticipated cost or receipt

is less than or equal to 25 per cent. of the Gross Asset Value most recently

approved by the Board or any Financing Proposal;

(b) Approval of a Budget or Business Plan proposed by the Board;

institution, prosecution and defence of all actions or claims in favour of or

against GEP, a Subsidiary of GEP or an Intermediary Vehicle greater than

€5,000,000;

(d) The approval of any matter that relates to an agreement between GEP, a

Subsidiary of GEP or an Intermediary Vehicle (on the one hand) and a

Unitholder (or any of its Affiliates) or a member of the Goodman Group (on the

other hand), excluding matters relating to the appointment or removal of the

Management Company, the negotiation, signing and execution of the initial

agreements concluded with all the service providers of GEP and the acquisition

of the initial portfolio and the financing thereof. Investment Committee members

appointed by the Interested Unitholder or the relevant member of the Goodman

Group are excluded from voting. However, the Subscription Forms do not

require approval;

(e) The approval of the use of an External Appraiser in relation to a single property

of GEP for more than two consecutive years;

(f) The appointment of the replacement Key Person(s) put forward by the

Management Company in accordance with articles 3.8.1 and/or 3.8.4 of the

Management Regulations;

(g) The issue of Units, the number of which is equal to or exceeds 25 per cent. but

is less than 50 per cent. of the number of Units in issue immediately before the

issue of those Units;

(h) The direct or indirect investment in a Pooled Intermediary Vehicle.

Part B – Matters which require a Special Majority:

(a) Merging or amalgamating GEP, a Subsidiary of GEP or an Intermediary Vehicle

with any other entity that is not a member of the Group or an Intermediary

Vehicle, where the gross value of the assets (disregarding the liabilities) of that

other entity represents an amount up to or equal to 25 per cent. of the Gross

Asset Value most recently approved by the Board;

(b) Decision by the Management Company to acquire an individual Real Estate

without having previously obtained, in accordance with article 10.1(c) of the

Management Regulations, a valuation report from the External Appraiser;

168

the scope of the engagement provided to such financial adviser, in accordance

with article 16 of the Management Regulations; and

(d) The extension of an Initial Commitment Period, in accordance with article 8.5.2

of the Management Regulations;

Investment Objectives, Investment Restrictions, Investment Guidelines, Investment

Strategy and Investment Targets means the investment objectives, investment restrictions,

investment guidelines and investment strategy in article 7 of the Management Regulations and

the investment targets contained in the Information Memorandum;

Investment Proposal means any proposed investment, any disposal or any expenditure where

the anticipated cost or receipt exceeds €20 million;

Investor means any Well-Informed Investor that signed a Subscription Form (for the avoidance

of doubt, this includes Unitholders, where appropriate);

IPO means initial public offering;

Key Person means Greg Goodman, Daniel Peeters or Emmanuel Van der Stichele as replaced

in accordance with article 3.8 of the Management Regulations;

Leverage means the sum of current and non-current interest-bearing liabilities (as each such

term is used in GEP’s most recent consolidated financial statements) less Cash and Cash

Equivalents;

Liabilities means all present liabilities of GEP including any provision taken into account in

determining the liabilities of GEP but excluding the amount represented by the Units,

undistributed profits, interest attributable to Unitholders, capital reserves, or any other amount

representing the value of rights attaching to Units regardless of whether characterised as capital

or debt in the accounts of GEP;

LIBOR means London Interbank Offered Rate;

Logistics means the process of planning, implementing and controlling the efficient, effective

flow and storage of goods, services and related information from point of origin to point of

consumption to conform to customer requirements;

Management means the Board and/or the Managers, as the context requires;

Management Regulations means the document governing GEP and entered into between the

Management Company and the GEP Depositary;

Manager means a member of the Board;

Original RCF means the credit agreement between, among others, GEH, each other Obligor,

BNP Paribas, ING Bank N.V. and The Royal Bank of Scotland plc dated 1 December 2011, as

169

most recently supplemented by a supplemental agreement between the same parties dated 19

February 2013;

Pooled Intermediary Vehicle means any Intermediary Vehicle that is a collective investment

undertaking;

Portfolio means the real estate assets and investments in real estate assets held by the Group

from time to time;

Professional Investor means a professional client within the meaning of Directive 2004/39/EC;

Property Manager means in respect to Real Estate such person as is appointed as property

manager of such Real Estate in accordance with the Management Regulations;

Real Estate means:

(a) property consisting of land and/or buildings registered in the name of GEP;

(b) direct and indirect participations in real estate companies (including claims on

such companies), the exclusive object and purpose of which is the acquisition,

promotion and sale as well as the letting of property provided that these share

holdings must be at least as liquid as the property rights held directly by GEP;

surface ownership, leasehold and options on real estate investments;

(d) green energy project investments related to the properties listed above under

(a), (b) and (c), including solar panels; and

(e) any other meaning as given to the term by the CSSF and any applicable laws

and regulations from time to time in Luxembourg;

Secured Debt means financial accommodation borrowed by GEP, a Subsidiary of GEP or an

Intermediary Vehicle from a financial institution to fund an Investment Proposal and which is

secured against some or all of the Assets;

Simple Majority means:

(a) in the case of Unitholders, Unitholders that together hold more than 50 per cent.

of the total voting rights of Unitholders present or represented at the relevant

General Meeting and who are entitled to vote on the resolution concerned; and

(b) in the case of the Investment Committee, more than 60 per cent. of the total

voting rights of the appointees present or represented at the relevant

Investment Committee meeting and who are entitled to vote on the resolution

concerned;

170

Special Majority means:

(a) in the case of Unitholders, Unitholders that together hold more than 75 per cent.

of the total voting rights of Unitholders present or represented at the relevant

General Meeting and who are entitled to vote on the resolution concerned; and

(b) in the case of the Investment Committee, more than 75 per cent. of the total

voting rights of the appointees present or represented at the relevant

Investment Committee meeting and who are entitled to vote on the resolution

concerned;

sqm means square metres;

Subscription Form means the agreement between the Management Company and each

Unitholder setting forth:

(a) the Commitment of such Unitholder; and

(b) the rights and obligations of such Unitholder in relation to its subscription for

Units;

TEFRA means Tax Equity and Fiscal Responsibility Act of 1982;

UK means the United Kingdom;

Uncalled Commitments means, in respect of a Unitholder, its Commitment less its Contributed

Capital for the time being.

Unit means a basic measurement of co-ownership participation in GEP issued by the

Management Company pursuant to the Management Regulations;

Unitholder means the registered holder of a Unit (for the avoidance of doubt, this terms

includes, where appropriate, the Investors);

Well Informed Investor means a person which qualifies as a well informed investor pursuant to

article 2 of the Luxembourg law dated 13 February 2007 as amended or replaced from time to

time, relating to specialised investment funds, excluding any physical persons. Article 2 of this

law provides that a Well Informed Investor is:

(a) an Institutional Investor;

(b) a Professional Investor; or

(i) declares in writing that he adheres to the status of well informed

investor and invests a minimum of €125,000 or an equivalent amount in

any other currency in GEP; or

171

(ii) declares that he adheres to the status of well informed investor and

provides an assessment made by a credit institution within the meaning

of Directive 2006/48/EC, by an investment firm within the meaning of

Directive 2004/39/EC, or by a management company within the

meaning of Directive 2009/65/EC, certifying his expertise, his

experience and his knowledge in adequately appraising an investment

in the Notes; and

Wilful Misconduct means intentionally doing something that is wrong.

NON-IFRS FINANCIAL MEASURES

This Base Prospectus contains certain non-IFRS financial measures, including EBITDA.

For the purposes of this Base Prospectus, EBITDA has been derived from the line items “Net

Property Income” and “Partnership expenses” in the consolidated financial statements of GEP.

It is calculated by deducting the financial statements’ line item “Partnership expenses” from the

financial statements’ line item “Net Property Income”.

It should be noted that EBITDA is not recognised as a measure of performance or liquidity

under IFRS and should not be recognised as an alternative to operating income or net profit or

any other performance measure derived in accordance with IFRS or any other generally

accepted accounting principles. EBITDA is used by the Management Company to monitor the

underlying performance of the business and operations. EBITDA is not indicative of the Group's

historical operating results, nor is it meant to be predictive of future results. Since all entities do

not calculate EBITDA in an identical manner, the presentation of EBITDA in this Base

Prospectus may not be consistent with similar measures used by others. Therefore, undue

reliance should not be placed on this data.

172

TAXATION

Luxembourg Taxation

The following information is of a general nature only and is based on the laws presently in force

in Luxembourg, though it is not intended to be, nor should it be construed to be, legal or tax

advice. The information contained within this section is limited to Luxembourg withholding tax

issues and prospective investors in the Notes should therefore consult their own professional

advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which

they may be subject.

Please be aware that the residence concept used under the respective headings below applies

for Luxembourg income tax assessment purposes only. Any reference in the present section to

a withholding tax or a tax of a similar nature, or to any other concepts, refers to Luxembourg tax

law and/or concepts only.

Withholding Tax

Under Luxembourg general tax laws currently in force and subject to the law of 23 December

2005, as amended (the RELIBI Law), there is no withholding tax on payments of principal,

premium or interest or interest made to Luxembourg resident or non-resident holders of Notes,

nor on accrued but unpaid interest in respect of Notes, nor is any Luxembourg withholding tax

payable upon redemption or repurchase of Notes held by Luxembourg resident or non-resident

holders of Notes.

Under the RELIBI Law payments of interest or similar income made or ascribed by a paying

agent established in Luxembourg to or for the immediate benefit of an individual beneficial

owner who is a resident of Luxembourg, will be subject to a withholding tax of 10 per cent. Such

withholding tax will be in full discharge of income tax if the beneficial owner is an individual

acting in the course of the management of his/her private wealth. Responsibility for the

withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest

under the Notes coming within the scope of the Law would be subject to withholding tax of 10

per cent. The applicable withholding tax rate is expected to become 20 per cent. as from 1

January 2017.

Foreign Account Tax Compliance Act

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as

FATCA, a foreign financial institution (as defined by FATCA) may be required to withhold on

certain payments (“foreign passthru payments”) it makes to persons that fail to meet certain

certification, reporting or related requirements. The issuer may be a foreign financial institution

for these purposes. A number of jurisdictions (including Luxembourg) have entered into, or

have agreed in substance to, intergovernmental agreements with the United States to

implement FATCA (IGAs), which modify the way in which FATCA applies in their jurisdictions.

Under the provisions of IGAs as currently in effect, a foreign financial institution in an IGA

jurisdiction would generally not be required to withhold under FATCA or an IGA from payments

that it makes. Certain aspects of the application of FATCA and IGAs to instruments such as the

173

Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with

respect to foreign passthru payments on instruments such as the Notes, are uncertain and may

be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with

respect to foreign passthru payments on instruments such as the Notes, such withholding would

not apply prior to 1 January 2019. In the event any withholding would be required pursuant to

FATCA or an IGA with respect to payments on the Notes, no person will be required to pay

additional amounts as a result of the withholding.

On 28 March 2014, Luxembourg entered into a Model 1 Intergovernmental Agreement with the

United States and a memorandum of understanding in respect thereof. This Intergovernmental

Agreement was transposed through the law of 24 July 2015. Additionally, Luxembourg tax

authorities issued Circular Letter ECHA 2 on 31 July 2015 and amended Circular Letter ECHA 3

and ECHA 3bis on 18 February 2016. Under the provisions of the law of 24 July 2015, the

Luxembourg resident entities qualifying as a Reporting Financial Institution are obliged to

automatically exchange information on specific categories of investors (including investors

qualifying as Specified US Persons, Controlling Persons of Passive NFFE qualifying as

Specified US Persons, and Non-Participating FFI) with the Luxembourg tax authorities (the

latter being responsible for automatically exchanging this information with the U.S. tax

authorities). Investors should consult their own tax adviser to obtain a more detailed explanation

of FATCA and how FATCA may affect them.

Common reporting standard

The Organisation for Economic Co-operation and Development (OECD) received a mandate

from the G8/G20 countries to develop a common reporting standard (CRS) to achieve a

comprehensive and multilateral automatic exchange of information (AEOI) in the future on a

global basis. On this basis, Council Directive 2014/107/EU amending the Council Directive

amending Directive 2011/16/EU as regards mandatory automatic exchange of information in

the field of taxation has been adopted on 9 December 2014 in order to implement the CRS

among the member States of the European Union.

Directive 2014/107/EU was implemented into Luxembourg law by the law of 18 December. As

of April 2016, the Luxembourg tax authorities published CRS “frequently asked questions”

which should also be considered by Reporting Financial Institutions when implementing the

law of 18 December 2015.

The law of 18 December 2015 requires Luxembourg Financial Institutions to identify Financial

Accounts holders and establish if they are fiscally resident in countries with which Luxembourg

has a tax information sharing agreement. Luxembourg Financial Institutions will report

reportable information to the Luxembourg tax authorities, which will thereafter automatically

transfer this information to the competent foreign tax authorities on a yearly basis. Under the

law of 18 December 2015, the first exchange of information will be applied between competent

authorities by 30 September 2017 for information related to the calendar year 2016. As a

result, and where the case may be, any Luxembourg Reporting Financial Institution might have

to report the relevant information to the Luxembourg tax authorities prior to 30 June 2017 in

line with the law of 18 December 2015.

In addition, Luxembourg signed the OECD's multilateral competent authority agreement

("Multilateral Agreement") to automatically exchange information under the CRS. The

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Multilateral Agreement aims to implement the CRS among non-Member States; it requires

agreements on a country-by-country basis.

Unlike FATCA, CRS does not foresee any punitive withholding tax as such. Investors should

consult their own tax adviser to obtain a more detailed explanation of CRS and how CRS may

affect them.

Netherlands Taxation

General

The following is a general description of certain Netherlands withholding tax consequences of

the acquisition and holding of the Notes. This description does not purport to describe all

possible tax considerations or consequences that may be relevant to a holder or prospective

holder of Notes and does not purport to deal with the tax consequences applicable to all

categories of investors, some of which (such as trusts or similar arrangements) may be subject

to special rules. In view of its general nature, it should be treated with corresponding caution.

Holders or prospective holders of Notes should consult with their tax advisers with regard to the

tax consequences of investing in the Notes in their particular circumstances. The discussion

below is included for general information purposes only.

Except as otherwise indicated, this description only addresses Netherlands national tax

legislation and published regulations, whereby the Netherlands means the part of the

Netherlands located in Europe, as in effect on the date hereof and as interpreted in published

case law until this date, without prejudice to any amendment introduced at a later date and

implemented with or without retroactive effect.

Withholding tax

A payment made by CNV or CPH in their respective capacities as Guarantors to the Agent or a

holder of Notes will not be subject to withholding tax in the Netherlands.

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SUBSCRIPTION AND SALE

The Dealers have, in an amended and restated Programme Agreement (such Programme

Agreement as modified and/or supplemented and/or restated from time to time, the Programme

Agreement) dated 5 October 2016, agreed with the Issuer and the Guarantors a basis upon

which they or any of them may from time to time agree to purchase Notes. Any such agreement

will extend to those matters stated under “Form of the Notes” and “Terms and Conditions of the

Notes”. In the Programme Agreement, the Issuer (failing which, the Guarantors on a joint and

several basis) has agreed to reimburse the Dealers for certain of their expenses in connection

with the establishment and any future update of the Programme and the issue of Notes under

the Programme and to indemnify the Dealers against certain liabilities incurred by them in

connection therewith.

United States

The Notes have not been and will not be registered under the Securities Act and may not be

offered or sold within the United States or to, or for the account or benefit of, U.S. persons

except in certain transactions exempt from the registration requirements of the Securities Act.

Terms used in this paragraph have the meanings given to them by Regulation S under the

Securities Act.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered

within the United States or its possessions or to a United States person, except in certain

transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the

meanings given to them by the U.S. Internal Revenue Code of 1986 and Treasury regulations

promulgated thereunder. The applicable Final Terms will identify whether TEFRA C rules or

TEFRA D rules apply or whether TEFRA is not applicable.

Each Dealer has represented and agreed, and each further Dealer appointed under the

Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (a)

as part of their distribution at any time or (b) otherwise until 40 days after the completion of the

distribution, as determined and certified by the relevant Dealer or, in the case of an issue of

Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which

such Notes are a part, within the United States or to, or for the account or benefit of, U.S.

persons. Each Dealer has further agreed, and each further Dealer appointed under the

Programme will be required to agree, that it will send to each dealer to which it sells any Notes

during the distribution compliance period, a confirmation or other notice setting forth the

restrictions on offers and sales of the Notes within the United States or to, or for the account or

benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by

Regulation S under the Securities Act.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of

such Notes within the United States by any dealer (whether or not participating in the offering)

may violate the registration requirements of the Securities Act if such offer or sale is made

otherwise than in accordance with an available exemption from registration under the Securities

Act.

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Each issue of Exempt Notes which are also Index Linked Notes or Dual Currency Notes shall

be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may

agree as a term of the issue and purchase of such Notes, which additional selling restrictions

shall be set out in the applicable Final Terms.

Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the EEA which has implemented the Prospectus Directive

(each, a Relevant Member State), each Dealer has represented and agreed, and each further

Dealer appointed under the Programme will be required to represent and agree, that with effect

from and including the date on which the Prospectus Directive is implemented in that Relevant

Member State (the Relevant Implementation Date) it has not made, and will not make, an offer

of Notes which are the subject of the offering contemplated by this Base Prospectus, as

completed by the applicable Final Terms in relation thereto, to the public in that Relevant

Member State except that it may, with effect from and including the Relevant Implementation

Date, make an offer of such Notes to the public in that Relevant Member State:

(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus

Directive;

(b) at any time to fewer than 150, natural or legal persons (other than qualified investors as

defined in the Prospectus Directive) subject to obtaining the prior consent of the

relevant Dealer or Dealers nominated by the Issuer for any such offer; or

Directive,

provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer, any

Guarantor or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus

Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision:

 the expression an offer of Notes to the public in relation to any Notes in any Relevant

Member State means the communication in any form and by any means of sufficient

information on the terms of the offer and the Notes to be offered so as to enable an

investor to decide to purchase or subscribe the Notes, as the same may be varied in

that Member State by any measure implementing the Prospectus Directive in that

Member State; and

 the expression Prospectus Directive means Directive 2003/71/EC (as amended

including by Directive 2010/73/EU) and includes any relevant implementing measure in

the Relevant Member State.

Each Dealer has represented and agreed, and each further Dealer appointed under the

Programme will be required to represent and agree, that:

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(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person

whose ordinary activities involve it in acquiring, holding, managing or disposing of

investments (as principal or agent) for the purposes of its business and (ii) it has not

offered or sold and will not offer or sell any Notes other than to persons whose ordinary

activities involve them in acquiring, holding, managing or disposing of investments (as

principal or as agent) for the purposes of their businesses or who it is reasonable to

expect will acquire, hold, manage or dispose of investments (as principal or agent) for

the purposes of their businesses where the issue of the Notes would otherwise

constitute a contravention of section 19 of the Financial Services and Markets Act 2000

(FSMA) by the Issuer;

(b) it has only communicated or caused to be communicated and will only communicate or

cause to be communicated an invitation or inducement to engage in investment activity

(within the meaning of section 21 of the FSMA) received by it in connection with the

issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does

not apply to the Issuer or any Guarantor; and

to anything done by it in relation to any Notes in, from or otherwise involving the UK.

Switzerland

This Base Prospectus and any Final Terms are not intended to constitute an offer or solicitation

to purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold

or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX

Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. None of

this Base Prospectus, any Final Terms and any other offering or marketing material relating to

the Notes constitutes a prospectus as such term is understood pursuant to Article 652a or

Article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the

listing rules of the SIX Swiss Exchange Ltd. or any other regulated trading facility in Switzerland,

and none of this Base Prospectus, any Final Terms and any other offering or marketing material

relating to any Notes may be publicly distributed or otherwise made publicly available in

Switzerland.

Japan

The Notes have not been and will not be registered under the Financial Instruments and

Exchange Act of Japan (Act No. 25 of 1948, as amended; the FIEA) and each Dealer has

represented and agreed, and each further Dealer appointed under the Programme will be

required to represent and agree, that it will not offer or sell any Notes, directly or indirectly, in

Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1,

Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)),

or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a

resident of Japan, except pursuant to an exemption from the registration requirements of, and

otherwise in compliance with, the FIEA and any other applicable laws, regulations and

ministerial guidelines of Japan.

The Netherlands

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Each Dealer has represented and agreed, and each further Dealer appointed under the

Programme will be required to represent and agree, that it will not make an offer of Notes which

are the subject of the offering contemplated by this Base Prospectus, as completed by the Final

Terms relating thereto, to the public in the Netherlands in reliance on Article 3(2) of the

Prospectus Directive (as defined under “Public Offer Selling Restriction under the Prospectus

Directive” above) unless (i) such offer is made exclusively to persons or entities which are

qualified investors as defined in the Dutch Financial Supervision Act or (ii) standard exemption

wording and a logo is disclosed as required by section 5:20(5) of the Dutch Financial

Supervision Act, provided that no such offer of Notes shall require the Issuer, any Guarantor or

any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or

supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each Dealer has represented and agreed that Zero Coupon Notes (as defined below) in

definitive form of any issuer may only be transferred and accepted, directly or indirectly, within,

from or into the Netherlands through the mediation of either the Issuer or a member of Euronext

Amsterdam N.V., admitted in a function on one or more markets or systems held or operated by

Euronext Amsterdam N.V. (toegelaten instelling), with due observance of the Dutch Savings

Certificates Act (Wet inzake spaarbewijzen) of 21 May 1985 (as amended) and its implementing

regulations. No such mediation is required in respect of: (a) the transfer and acceptance of

rights representing an interest in a Zero Coupon Note in global form, or (b) the initial issue of

Zero Coupon Notes in definitive form to the first holders thereof, or (c) the transfer and

acceptance of Zero Coupon Notes in definitive form between individuals not acting in the

conduct of a business or profession, or (d) the transfer and acceptance of such Zero Coupon

Notes within, from or into the Netherlands if all Zero Coupon Notes (either in definitive form or

as rights representing an interest in the Zero Coupon Note in global form) of any particular

series are issued outside the Netherlands and are not distributed into the Netherlands in the

course of their initial distribution or immediately thereafter.

In the event that the Dutch Savings Certificates Act applies, certain identification requirements

in relation to the issue and transfer of, and payments on, Zero Coupon Notes have to be

complied with and, in addition thereto, if such Zero Coupon Notes in definitive form do not

qualify as commercial paper traded between professional borrowers and lenders within the

meaning of the agreement of 2 February 1987, attached to the Royal Decree of 11 March 1987,

(Staatsblad 129) (as amended), each transfer and acceptance should be recorded in a

transaction note, including the name and address of each party to the transaction, the nature of

the transaction and the details and serial numbers of such notes. For purposes of this

paragraph “Zero Coupon Notes” means notes that are in bearer form and that constitute a claim

for a fixed sum against the issuer and on which interest does not become due during their tenor

or on which no interest is due whatsoever.

Well Informed Investors

Each Dealer has represented and agreed, and each further Dealer appointed under the

Programme will be required to represent and agree, that it:

(a) adheres to the status of a legal entity which qualifies as a Well Informed Investor; and

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(b) has not made and will not make an offer of Notes which are the subject of the offering

contemplated by this Base Prospectus, as completed by the Final Terms in relation

thereto, except to Well Informed Investors.

General

Each Dealer has agreed, and each further Dealer appointed under the Programme will be

required to agree, that it will (to the best of its knowledge and belief) comply with all applicable

securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or

delivers Notes or possesses or distributes this Base Prospectus and will obtain any consent,

approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under

the laws and regulations in force in any jurisdiction to which it is subject or in which it makes

such purchases, offers, sales or deliveries and none of the Issuer, the Guarantors, the Trustee

and any of the other Dealers shall have any responsibility therefor.

None of the Issuer, the Guarantors, the Trustee and the Dealers represents that Notes may at

any time lawfully be sold in compliance with any applicable registration or other requirements in

any jurisdiction, or pursuant to any exemption available thereunder, or assumes any

responsibility for facilitating such sale.

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GENERAL INFORMATION

Authorisation

The update of the Programme has been duly authorised by a resolution of the Board of

Directors of the Issuer dated 26 September 2016 and the giving of the Notes Guarantee has

been duly authorised by a resolution of the Board of Directors of the Management Company

(acting for the account of GEP) dated 26 September 2016, the Board of Directors of each of

GEH and GIS dated 26 September 2016 and the Board of Directors of each Dutch Guarantor

dated 28 September 2016.

Approval, Admission to Trading and Listing

Application has been made to the CSSF to approve this document as a base prospectus.

Application has also been made to the Luxembourg Stock Exchange for Notes issued under the

Programme to be listed on the Official List of the Luxembourg Stock Exchange and to be

admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg

Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in

Financial Instruments Directive (Directive 2004/39/EC).

Documents Available

For the period of 12 months following the date of this Base Prospectus, copies of the following

documents will, when published, be available for inspection from the registered office of the

Issuer and from the specified offices of the Paying Agents for the time being in London and

Luxembourg:

(a) the constitutional documents (with an English translation thereof) of the Issuer and the

constitutional documents (with an English translation thereof) of each Guarantor;

(b) the constitutional documents of the Management Company;

(d) the Programme Agreement, the Trust Deed, the Agency Agreement and the forms of the

Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons;

(e) a copy of this Base Prospectus;

(f) any future Base Prospectus, prospectuses, information memoranda, supplements and

Final Terms (save that a Pricing Supplement relating to an Exempt Note will only be

available for inspection by a holder of such Note and such holder must produce

evidence satisfactory to the Issuer and the Paying Agent as to its holding of Notes and

identity) to this Base Prospectus and any other documents incorporated herein or

therein by reference; and

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(g) in the case of each issue of Notes admitted to trading on the Luxembourg Stock

Exchange’s regulated market subscribed pursuant to a subscription agreement, the

subscription agreement (or equivalent document).

Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg

(which are the entities in charge of keeping the records). The appropriate Common Code and

ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be

specified in the applicable Final Terms. If the Notes are to clear through an additional or

alternative clearing system the appropriate information will be specified in the applicable Final

Terms.

The address of Euroclear is Euroclear Bank SA/NV, 1 boulevard du Roi Albert II, B-1210

Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 avenue J.F.

Kennedy, L-1855 Luxembourg.

Conditions for determining price

The price and amount of Notes to be issued under the Programme will be determined by the

Issuer and each relevant Dealer at the time of issue in accordance with prevailing market

conditions.

Yield

In relation to any Tranche of Fixed Rate Notes an indication of the yield in respect of such Notes

will be specified in the applicable Final Terms. The yield is calculated at the Issue Date of the

Notes on the basis of the relevant Issue Price. The yield indicated will be calculated as the yield

to maturity as at the Issue Date of the Notes and will not be an indication of future yield.

Third Party Information

Where information in this Base Prospectus has been secured from third parties, this information

has been accurately reproduced and, as far as the Issuer and the Guarantors are aware and

are able to ascertain from the information published by such third parties, no facts have been

omitted which would render the reproduced information inaccurate or misleading. The source of

third party information is identified wherever it is used in this Base Prospectus (either within the

text of this Base Prospectus or in a footnote to the text of this Base Prospectus).

Significant or Material Change

Since 31 December 2015, there has been no significant change in the financial or trading

position of the Issuer and there has been no material adverse change in the financial position or

prospects of the Issuer. Since 30 June 2016, there has been no significant change in the

financial or trading position of any Guarantor or the Group and, since 31 December 2015, there

has been no material adverse change in the financial position or prospects of any Guarantor or

the Group.

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Litigation

None of the Issuer, any Guarantor and any other member of the Group is or has been involved

in any governmental, legal or arbitration proceedings (including any such proceedings which are

pending or threatened of which the Issuer or any Guarantor is aware) in the 12 months

preceding the date of this document which may have, or have in such period had, a significant

effect on the financial position or profitability of the Issuer, any Guarantor or the Group.

Independent Auditors

The independent auditors (réviseur d’entreprises agréé) of the Issuer are

PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014

Luxembourg.

The independent auditors (réviseur d’entreprises agréé) of GEP are

PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014

Luxembourg.

PricewaterhouseCoopers, Société coopérative is a member of the Luxembourg Institut des

Réviseurs d’Entreprises.

Dealers transacting with the Issuer and the Guarantors

Certain of the Dealers and their affiliates have engaged, and may in the future engage, in

investment banking and/or commercial banking transactions with, and may perform services for

the Issuer, the Guarantors and their respective affiliates in the ordinary course of business.

Certain of the Dealers and their affiliates may have positions, deal or make markets in the Notes

issued under the Programme, related derivatives and reference obligations, including (but not

limited to) entering into hedging strategies on behalf of the Issuer, the Guarantors and their

respective affiliates, investor clients, or as principal in order to manage their exposure, their

general market risk, or other trading activities.

183

In addition, in the ordinary course of their business activities, the Dealers and their affiliates may

make or hold a broad array of investments and actively trade debt and equity securities (or

related derivative securities) and financial instruments (including bank loans) for their own

account and for the accounts of their customers. Such investments and securities activities may

involve securities and/or instruments of the Issuer, the Guarantors or their respective affiliates.

Certain of the Dealers or their affiliates that have a lending relationship with the Issuer or the

Guarantors routinely hedge their credit exposure to the Issuer or the Guarantors, as the case

may be, consistent with their customary risk management policies. Typically, such Dealers and

their affiliates would hedge such exposure by entering into transactions which consist of either

the purchase of credit default swaps or the creation of short positions in securities, including

potentially the Notes issued under the Programme. Any such positions could adversely affect

future trading prices of Notes issued under the Programme. The Dealers and their affiliates may

also make investment recommendations and/or publish or express independent research views

in respect of such securities or financial instruments and may hold, or recommend to clients that

they acquire, long and/or short positions in such securities and instruments.

Trustee’s action

The Conditions and the Trust Deed provide for the Trustee to take action on behalf of the

Noteholders in certain circumstances, but only if the Trustee is indemnified and/or secured

and/or pre-funded to its satisfaction. It may not always be possible for the Trustee to take

certain actions, notwithstanding the provision of an indemnity and/or security and/or pre-funding

to it. Where the Trustee is unable to take any action, the Noteholders are permitted by the

Conditions and the Trust Deed to take the relevant action directly.

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ISSUER

GELF Bond Issuer I SA

Société Anonyme

28, boulevard d’Avranches

L-1160 Luxembourg

GUARANTORS

GELF Management (Lux) S.À R.L.

28, boulevard d’Avranches

L-1160 Luxembourg

in its capacity as a Luxembourg management company acting for the account of

Goodman European Logistics Fund FCP-FIS

28, boulevard d’Avranches

L-1160 Luxembourg

GELF European Holdings (Lux) S.À R.L.

28, boulevard d’Avranches

L-1160 Luxembourg

GELF Investments (Lux) S.À R.L.

28, boulevard d’Avranches

L-1160 Luxembourg

C€LOGIX N.V.

Strawinskylaan 1225, Tower B, Level 12,

1077 XX

Amsterdam, Netherlands

C€LOGIX Properties Holding B.V.

Strawinskylaan 1225, Tower B, Level 12,

1077 XX

Amsterdam, Netherlands

TRUSTEE

Deutsche Trustee Company Limited

Winchester House

1 Great Winchester Street

London EC2N 2DB

ISSUING AND PRINCIPAL PAYING AGENT

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

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PAYING AGENT

Deutsche Bank Luxembourg SA

2, boulevard Konrad Adenauer

L-1115 Luxembourg

LEGAL ADVISERS

To the Issuer and the Guarantors as to

Luxembourg law

To the Issuer and the Guarantors as to

English law

Elvinger, Hoss & Prussen

2, place Winston Churchill

L-2014 Luxembourg

Grand-Duchy of Luxembourg

Slaughter and May

One Bunhill Row

London EC1Y 8YY

To the Issuer and the Guarantors as to Dutch

law

To the Dealers and the Trustee as to English

law

NautaDutilh

Strawinskylaan 1999

1077 XV Amsterdam

The Netherlands

Allen & Overy LLP

One Bishops Square

London E1 6AD

AUDITORS

To the Issuer and GEP

PricewaterhouseCoopers, Société coopérative

2, rue Gerhard Mercator

B.P. 1443, L-1014 Luxembourg

DEALERS

BNP Paribas

10 Harewood Avenue

London NW1 6AA

ING Bank N.V.

Foppingadreef 7

1102 BD Amsterdam

The Netherlands

The Royal Bank of Scotland plc

135 Bishopsgate

London EC2M 3UR

LISTING AGENT

Deutsche Bank Luxembourg SA

2, Boulevard Konrad Adenauer

L-1115 Luxembourg

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