In the matter of National Storage Holdings Limited

1. [1]

   National Storage REIT (NSR) is a stapled security comprised of shares in the first plaintiff, National Storage Holdings Limited (National Storage Company) and units in the National Storage Property Trust (National Storage Trust). The second plaintiff, National Storage Financial Services Limited (National Storage Trustee) is the trustee and responsible entity of the National Storage Trust. The NSR Securityholders are the holders of the stapled securities comprised of the fully paid ordinary shares in the National Storage Company (National Storage Shares) and the fully paid ordinary units in the National Storage Trust (National Storage Units).

2. [2]

   The Court gave reasons following a first Court hearing in respect of two schemes referred to as the Share Scheme and Trust Scheme: see In the matter of National Storage Holdings Limited [2026] NSWSC 267. For the reasons given in that judgment, on 10 March 2026, the Court made orders which, among other things, provided that:

   1. (1)

      pursuant to s 411(1) and s 1319 of the Corporations Act 2001 (Cth), the despatch of the scheme booklet and the convening of a meeting of NSR Securityholders be approved for the purpose of considering, and if thought fit, agreeing (with or without modifications or conditions) to the proposed Share Scheme between National Storage Company and NSR Securityholders (as holders of ordinary shares in the first plaintiff) (Share Scheme Meeting);

   2. (2)

      pursuant to s 63 of the Trustee Act 1925 (NSW), the second plaintiff would be justified in convening a meeting of NSR Securityholders (as holders of units in the National Storage Trust) for the purposes of considering the resolutions to approve the Trust Scheme (Trust Scheme Meeting); and

   3. (3)

      pursuant to s 63 of the Trustee Act, and subject to NSR Securityholders (as holders of National Storage Units) passing the resolutions to approve the Trust Scheme by the requisite majority, National Storage Trustee would be justified in amending the National Storage Trust Constitution as set out in the National Storage Supplemental Deed.

3. [3]

   The Share Scheme Meeting, Trust Scheme Meeting and each of the General Meetings were held on 15 April 2026 and the statutory majorities in favour of the Share Scheme and the Trust Scheme were achieved.

4. [4]

   At the second Court hearing on 21 April 2026, I made orders approving the Share Scheme and gave judicial advice in respect of the Trust Scheme. Those orders were made for the reasons that follow (which draw on the helpful and comprehensive written submissions of Mr Izzo SC and Mr O’Brien).

Principles to be applied at the second Court hearing

1. [5]

   The general principles which guide the Court's discretion to approve the Share Scheme at the second Court hearing are well established. The matters about which the Court must be satisfied prior to approving the Share Scheme include:

   1. (1)

      whether there was compliance with the orders of the Court as to convening of the Share Scheme Meeting;

   2. (2)

      whether the resolution to approve the Share Scheme was passed by the requisite majority and other statutory requirements have been satisfied; and

   3. (3)

      whether all conditions to which the Share Scheme is subject (other than Court approval and lodgement of the Court's orders with ASIC) have been met or waived.

2. [6]

   The Court also has a residual discretion to approve the Share Scheme and is not bound to approve it merely because it has made orders for the convening of meetings or because the statutory majorities have been achieved: Seven Network Limited, in the matter of Seven Network Limited (No 3) [2010] FCA 400; 77 ACSR 701 at [31] (Jacobson J); Staging Connections Group Limited, in the matter of Staging Connections Group Limited (No 2) [2015] FCA 1102 at [12] (Gleeson J).

3. [7]

   As to the Trust Scheme, it is well established that judicial advice given by the Court in the particular context of a second Court hearing is typically directed to the question of whether the responsible entity is justified in giving effect to and implementing the approved proposal. In order to give such advice, the Court must be satisfied that the procedural requirements to obtain approval have been satisfied, including the level of support by members of the proposal and whether any person appears at the second Court hearing to express any opposition: In the matter of Spark Infrastructure RE Limited [2021] NSWSC 1564; In the matter of Commonwealth Managed Investments Limited [2014] NSWSC 244; In the application of Cromwell Property Securities Ltd [2006] NSWSC 1449.

4. [8]

   A summary of the applicable principles for seeking judicial advice in relation to the Trust Scheme can be found in In the matter of Sydney Airport Limited and The Trust Company (Sydney Airport) Limited as responsible entity for Sydney Airport Trust 1 (No 2) [2022] NSWSC 103 (Black J) as follows (at [13]):

Compliance with orders convening the scheme meetings

1. [9]

   There was compliance with the Court's orders concerning despatch. Following the first Court hearing on 10 March 2026, a typeset version of the scheme booklet was registered with ASIC. The Registration Scheme Booklet that was despatched was in substantially the same form as the copy of the scheme booklet approved by the Court at the first Court hearing. The scheme booklet was despatched in electronic and hard copy form in accordance with the Court’s orders and NSR also addressed bounce-backs and requests by some NSR Securityholders to receive alternative methods for despatch.

2. [10]

   Computershare was engaged to review and collate the proxy forms which were required to be received by 10:00am (Brisbane time) on 13 April 2026. Proxies that were lodged by NSR Securityholders online were automatically processed by Computershare's registry system, with the voting instructions contained in those forms directly entered into its system. Hard copy proxy forms which were received by Computershare were collated and the voting instructions were manually entered into Computershare's registry system. The evidence demonstrated:

   1. (1)

      based on the first resolution, proxy forms were received from 596 NSR Securityholders votes, representing 46.95% of NSR Securityholders that were entitled to vote;

   2. (2)

      there were two invalid or excluded proxy forms; and

   3. (3)

      one proxy form was received after the proxy deadline.

3. [11]

   The Share Scheme Meeting occurred at the time and place specified in the Court’s orders made at the first Court hearing. Mr Anthony Keane acted as Chairperson of the Share Scheme Meeting in accordance with the orders.

4. [12]

   The Scheme Resolution, Trust Resolution and Unstapling Resolution were supported by the requisite majorities of NSR Securityholders at the meetings. The requisite majorities for the purposes of s 411(4)(a)(ii) of the Corporations Act were satisfied as follows:

5. [13]

   Voter turnout (including those voting in person or by proxy) was approximately 8.7% by securityholders and 47.46% by securities. The turnout by NSR Securityholders compared favourably to the average participation rates at NSR's last three annual general meetings, being 2.10%, although the total number of securities was lower than the past three annual general meetings, being 80.17%. There is no reason to think there has been a failure in the convening process, particularly given the attendance by the number of securityholders was higher than past annual general meetings: see In the matter of WPP AUNZ Limited [2021] NSWSC 520 at [9] (Black J); In the matter of Boart Longyear Limited [2021] NSWSC 1272 at [7] (Black J); In the matter of Bigtincan Holdings Limited (No 2) [2025] NSWSC 347 at [32] (Nixon J).

6. [14]

   On 14 April 2026, NSR announced details of the second Court hearing on the Australian Securities Exchange, as required by the March orders. There was no notice (formal or informal) of any person proposing to appear at the second Court hearing and no-one appeared to oppose the orders.

7. [15]

   The scripts for the inbound and outbound call campaigns were disclosed at the first Court hearing, along with proposed email reminders to NSR Securityholders. The evidence indicates that there were no material departures from the scripts during calls.

8. [16]

   On 1 April 2026 and 10 April 2026, email reminders were sent to NSR Securityholders in substantially in the same form as the material disclosed at the first Court hearing.

9. [17]

   Other statutory requirements were also satisfied:

   1. (1)

      the Registration Scheme Booklet was registered with ASIC on 10 March 2026, in accordance with s 412(6) of the Corporations Act;

   2. (2)

      ASIC has indicated that it has no objection to the Share Scheme or Trust Scheme in accordance with s 411(17) of the Corporations Act; and

   3. (3)

      the March orders were sealed and lodged with ASIC as required by r 3.5 of the Supreme Court (Corporations) Rules 1999 (NSW).

10. [18]

    The conditions precedent are set out in clause 3.2 of the Scheme Implementation Deed. Certificates confirming either satisfaction or waiver (if capable of being waived) with those conditions were tendered.

11. [19]

    I am satisfied that each of the Share Scheme and the Trust Scheme is fair and reasonable, having regard in particular to the following matters:

    1. (1)

       the resolutions received the support of over 97% of votes cast;

    2. (2)

       the independent expert report of Kroll Australia Pty Ltd indicates that, in the absence of any other information or a superior proposal, the schemes are fair and reasonable and therefore in the best interests of the NSR Securityholders; and

    3. (3)

       no-one has made any submissions to oppose the schemes.

Orders

1. [20]

   It was for these reasons I made the following orders:

   1. (1)

      Pursuant to s 411(4)(b) of the Corporations Act, the Share Scheme proposed between National Storage Company and NSR Securityholders (as holders of National Storage Shares), the terms of which are set out in Annexure B of the Scheme Booklet, is approved.

   2. (2)

      Pursuant to s 411(12) of the Corporations Act, the first plaintiff be exempt from compliance with the requirements of s 411(11) of the Corporations Act in respect of the Share Scheme.

   3. (3)

      The first plaintiff is to lodge with ASIC a copy of the approved Share Scheme at the time of lodging a copy of these orders.

   4. (4)

      Pursuant to s 63 of the Trustee Act that, NSR Securityholders having voted in favour of the Trust Scheme Resolutions by the requisite majorities, the second plaintiff would be justified in:

   5. (5)

      These orders be entered forthwith.