12. GLOSSARY

Section 12 Glossary

$ or A$

AASB

AFSL

Applicant

Application Form

Application Monies

Application

ASIC

ASX

ASX Listing Rules

ASX Recommendations

ASX Settlement

ASX Settlement Operating Rules

Australian Accounting Standards

Authorised Intermediary

Authorised Investment Rules

Authorised Representative

Australian dollars.

Australian Accounting Standards Board.

Australian Financial Services Licence.

A person who submits an Application Form.

The application form which accompanies this Prospectus (and includes a copy of the application form printed from the website at which the Electronic Prospectus is located) under which an investor may apply for Securities under the Offer.

The amount of money accompanying an Application Form submitted by an Applicant.

An application to subscribe for, or acquire, Securities under this Prospectus.

Australian Securities and Investments Commission.

ASX Limited ABN 98 008 624 691 and, where the context requires, the market operated by ASX.

The official listing rules of ASX.

ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd edition).

ASX Settlement Pty Limited ABN 49 008 504 532.

The operating rules of ASX Settlement.

means the accounting standards issued by the AASB.

Morgans Financial Limited ACN 010 669 726.

as that term is defined in the Investment Management Agreement.

A person who is an authorised representative of a person holding an Australian Financial Services Licence (AFSL) and who can provide financial services on behalf of the licensee.

Base Fee

BKI

Board or Board of Directors

Broker

Broker Firm Application Form

Broker Firm Offer

Broker Firm Offer Closing Date

Chairman’s List

CHESS

Closing Date

Co-Investment Agreement

Contact

Contact Management Team

Company

Completion of the Offer

Constitution

Corporations Act

CRN

Deed

Development Assets

Direct Property Asset

Base Fee is the fee payable monthly, in arrears by URB to the Investment Manager, calculated as follows: Base Fee (for the relevant month) = R x V Where: R = 0.50% V = Total Assets (being, the total amount of assets owned by the Company as it appears in the consolidated balance sheet of monthly accounts, half year accounts and full year accounts) as at the end of each calendar month, divided by 12.

BKI Investment Company Limited ACN 106 719 868.

The board of Directors of URB.

All brokers who have introduced Applicants to the Broker Firm Offer, the Priority Offer or the General Offer.

The application form which accompanies this Prospectus (and includes a copy of the application form printed from the website at which the Electronic Prospectus is located) under which an investor may apply for Securities under the Broker Firm Offer.

The offer open to Applicants who have received a firm allocation from their Broker and: a are Retail Applicants who have a registered address in Australia or New Zealand; or a are Institutional Applicants who have a registered address in Australia, New

Zealand, Hong Kong or Singapore;

5:00PM AEST on 27th March 2017.

Selected investors in Australia nominated by the Chairman of URB to participate in the Offer on a firm basis up to the allocation of Securities nominated by the Chairman of URB.

Clearing House Electronic Subregister System.

5:00PM AEST on 30th March 2017.

The agreement under which URB will have the right to co-invest on an equal basis with Soul Pattinson in all urban renewal and regeneration Direct Property Assets opportunities originated by PSRE and presented to Soul Pattinson as an investment opportunity as described in Section 9.3.

Contact Asset Management Pty Limited ACN 614 316 595.

The managers of Contact Asset Management Pty Limited being Tom Millner and Will Culbert.

URB Investments Limited ACN 615 320 262.

Completion in respect of the issuance of Securities under the Offer.

The constitution of the Company.

Corporations Act 2001 (Cth).

Customer Reference Number.

The deed of Access, Indemnity and Insurance entered into by the Company and each Director to regulate certain matters between them, both during the time the Director holds office and after the Director ceases to be an officer of the Company and or a wholly-owned subsidiary.

Direct Property Assets where the primary investment objective is to create value through a rerating of the property by undertaking a development project.

Direct Australian property or real estate.

Direct Property Seed Assets

Directors

Dividend Reinvestment Plan

Electronic Prospectus

Equity Asset

Equity Portfolio

Expiry Date

Exposure Period

Financial Advisor

Franking Credits

General Offer

General Offer Application Form

HIN

Income Tax Assessment Act

Independent Property Valuation Report

Institutional Applicant

Investigating Accountant

Investigating Accountant’s Report

Investment Manager

Investment Management Agreement

Investment Objectives

Investment Portfolio

The Kingsgrove Property, the Penrith Property and the Prestons Property.

The directors of URB.

The plan to be adopted by the Company under which it is currently proposed that an eligible member may elect that the dividends payable by the Company be retained by the Company and applied in payment for fully paid Securities.

The electronic copy of this Prospectus located at URB’s website at www.urbinvest.com.au.

Equities listed on ASX (including unlisted securities on the condition that they are proposed to be listed on ASX within 12 months of acquisition) that form part of URB’s Investment Portfolio.

The portion of the Investment Portfolio comprising all Equity Assets.

23 March 2018, the date which is 13 months after the Prospectus Date, after which no Securities will be issued under this Prospectus.

The period of 7 days after the date of lodgement of the Original Prospectus with ASIC, which period may be extended by ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

Pitt Capital Partners Limited ACN 000 651 427.

Franking credits also known as imputation credits are a type of tax credit that allows Australian companies to pass on tax paid at the company level to shareholders. The benefits are these franking credits can be used to reduce income tax paid on dividends or potentially be received as a tax refund.

Is the offer of Securities open to all Applicants with a registered address in Australia or New Zealand.

The application form which accompanies this Prospectus (and includes a copy of the application form printed from the website at which the Electronic Prospectus is located) under which an investor may apply for Securities under the General Offer.

The Holder Identification Number for CHESS holders.

Income Tax Assessment Act 1997.

The Independent Property Valuation Report for each Direct Property Seed Asset, as set out in Section 10.

an Applicant to whom offers or invitations in respect of securities can be made without the need for a lodged prospectus (or other formality, other than a formality which the Company is willing to comply with), including in Australia persons to whom offers or invitations can be made without the need for a lodged prospectus under Section 708 of the Corporations Act (disregarding Section 708AA).

Pitcher Partners Sydney Corporate Finance Pty Limited ACN 122 561 184.

The report prepared by Pitcher Partners Sydney Corporate Finance Pty Limited ACN 122 561 184.

Contact Asset Management Pty Limited ACN 614 316 595.

The agreement URB has entered into with the Investment Manager with respect to the management of the Investment Portfolio.

The objectives with respect to the Company’s Investment Portfolio as detailed in Section 3.3.

The portfolio of Equity Assets, Direct Property Assets and cash and cash equivalents to be managed in accordance with the Investment Management Agreement by the Investment Manager pursuant to the investment mandate and strategy set out in this Prospectus.

Investment Strategy

Issue Price

Joint Lead Managers

Kingsgrove Property

Legal Advisor

LIC

Link Market Services

Listing

Maximum Subscription

Minimum Subscription

Net Operating Profits

Offer

Official List

Opening Date

Option

Original Prospectus

Passive Asset

Penrith Property

Prestons Property

Priority Offer

Priority Offer Application Form

Priority Participants

Property Management Agreement

Property Portfolio

Prospectus

Prospectus Date

The strategy to be used by the Investment Manager in relation to the Investment Portfolio (as amended from time-to-time) as described in Section 3.4 in accordance with the guidelines described in Section 3.6.

$1.10 per Security.

Commonwealth Securities Limited ABN 60 067 254 399 and Bell Potter Securities Limited ACN 006 390 772 and Morgans Financial Limited ACN 010 669 726.

2 The Crescent, Kingsgrove NSW.

Ashurst Australia.

Listed Investment Company.

The Company’s share registry service provider.

Admission of the Company to the official list of ASX and quotation of the Securities on ASX.

The Securities that may be issued under the Prospectus to raise a maximum of $300,000,000.

The Securities that may be issued under the Prospectus to raise a minimum of $75,000,000.

After tax, but before Special Investment Revenue, net gains on Equity Assets held at fair value through profit and loss, and realised profits on disposal of Direct Property Assets.

The offer of Securities under this Prospectus to investors at the Issue Price and, where the context requires, the issue of those Securities to Applicants.

The official list of the ASX.

3 March 2017.

An option to acquire one Share for every Share issued.

The prospectus issued by the Company and dated 23 February 2017, replaced in full by this Prospectus.

Direct Property Assets where the primary investment objective is to generate passive income without undertaking a development project.

510-536 High Street, Penrith NSW

55 Yarrunga Street, Prestons NSW

The offer of up to 75,000,000 Securities open to Priority Participants allocated at the Directors’ discretion.

The application form which accompanies this Prospectus (and includes a copy of the application form printed from the website at which the Electronic Prospectus is located) under which an investor may apply for Securities under the Priority Offer.

Shareholders in Soul Pattinson or BKI with registered addresses in Australia or New Zealand.

An agreement between the trustee of the relevant trust that owns a Direct Property Asset and PSRE outlining the duties of the PSRE and the fees payable to PSRE.

The portion of the Investment Portfolio comprising all Direct Property Assets.

This document (including the electronic form of this document), any supplementary or replacement prospectus in relation to this document.

The date on which a copy of the Original Prospectus was lodged with ASIC, being 23 February 2017

PSRE

Record Date

Retail Applicant

Securities

Securityholder

Soul Pattinson

Shares

Share Registry

Special Dividend

Special Investment Revenue

Total Assets

URB

URB Offer Information Line

Urban Renewal Universe

Urbis Report

US Persons

Pitt Street Real Estate Partners Pty Limited ACN 147 011 970, the real estate advisory division of Soul Pattinson.

7:00PM AEST on 28th February 2017.

An Applicant who is not an Institutional Applicant.

Shares and Options.

A person registered from time to time on the Company’s Share and Option registers as a holder of one or more Share or Option.

Washington H Soul Pattinson and Company Limited ACN 000 002 728.

The fully-paid ordinary shares to be issued in URB under this Prospectus.

Link Market Services Limited ACN 083 214 537.

Means any dividend which is determined to be paid by the Board other than a half yearly or annual dividend that is paid in the ordinary course consistent with past practice and the Company's dividend policy.

Dividends and distributions received from the Investment Portfolio that have been designated by an underlying investee entity as not an ordinary dividend or distribution, for example special dividends or capital returns.

The total amount of assets owned by the Company as it appears in the consolidated balance sheet of monthly accounts, half year accounts and full year accounts

URB Investments Limited ACN 615 320 262.

The URB Offer Information Line, which can be reached on 1300 420 406 (within Australia) or +61 1300 420 406 (outside Australia) between 8.30am and 5.30pm (AEST), Monday to Friday.

Has the meaning given to it in clause 3.4(b)(ii).

Is the report prepared by Urbis Pty Ltd as detailed in section 3.2(a).

The meaning given to that term by regulations made under the US Securities Act 1933 (as amended).