ARC FUNDS LIMITED — AGM Information 2013

Nov 14, 2013

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ANNUAL GENERAL MEETING

Tidewater Investments Limited ( Tidewater or the Company ) advises that the Annual General Meeting in respect of the 2013 financial year will be held on Wednesday 18[th] December 2013.

Tidewater remains in advanced discussions with third parties in relation to an expansion of its capital base and enhancement of its investment activities. However, given the constraints of advance lodgement periods with ASIC and ASX, required notice periods to shareholders, and pending Christmas and New Year holidays, it would not be possible for the requisite resolutions to be placed before the AGM. Hence, the Notice of Meeting only contains conventional resolutions in respect of remuneration and director re-elections.

The Company wishes to note that whilst the discussions with third parties are proceeding, there is no certainty that these discussions will result in the desired outcome. On the formalisation of any agreement, in compliance with ASX Listing Rule 3.1, Tidewater will promptly alert ASX.

For further information: Andrew Brown (02) 9380 9001 / 0418 215 255

Forward looking statement disclaimer

This release contains certain statements (including projections, estimates, opinions and forecasts) concerning the anticipated future performance of Tidewater (" Forward Looking Statements "). These Forward Looking Statements may involve significant elements of subjective judgment and assumption as to future events which may or may not be correct. None of these Forward Looking Statements is a guarantee or representation as to future performance or any other further matters, which will be influenced by a number of factors – particularly the publicly quoted prices of tradable securities - and subject to various uncertainties and contingencies, many of which will be outside the control of Tidewater.

Accordingly, Tidewater’s actual results, performance and prospects could differ materially from that expressed in or implied by the Forward Looking Statements. No representation or warranty, express or implied, is made by Tidewater that the Forward Looking Statements contained in this release are accurate, complete, reliable or adequate that they will be achieved or prove to be correct. Except for any statutory liability which cannot be excluded, each of Tidewater, its respective officers, employees and advisers expressly disclaims any responsibility for the accuracy or completeness of the Forward Looking Statements and excludes all liability whatsoever (including in negligence) for any direct or indirect loss or damage which may be suffered by any person as a consequence of any information in this release or any error or omission therefrom.

Tidewater Investments Limited ABN 52 001 746 710

phone: (02) 9380 9001

Suite 7.06, 2-14 Kings Cross Road, POTTS POINT NSW 2011 GPO Box 4870 SYDNEY NSW 2001

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Members of Tidewater Investments Limited ACN 001 746 710 ( Tidewater or the Company ) will be held on Wednesday 18th December 2013 at 10.00 am at the offices of Baron Partners Limited, located at Level 32, Deutsche Bank Place, 126 Phillip Street, Sydney NSW 2000 ( AGM or the Meeting ).

BUSINESS

1. Chairman’s Address

Report on results and activities during the financial year.

2. Financial Statements for the year ended 30 June 2013

The audited financial statements of Tidewater and its subsidiaries will be presented to the Meeting for review.

ORDINARY BUSINESS

3. Adoption of Remuneration Report

The Board of Tidewater is submitting its Remuneration Report to shareholders for consideration and adoption by way of a non binding resolution. This resolution is put to members in accordance with section 250R(2) of the Corporations Act and the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011. The outcome of this resolution is advisory only and is not binding on the Company or the Directors for the 2013 year, but under certain circumstances, disclosed in the Explanatory Memorandum, may cause additional resolutions to be placed before the 2014 Annual General Meeting. The Remuneration Report is set out on pages 7 to 9 of the Tidewater Annual Report for 2013. The report explains . the board’s policies in relation to the nature of remuneration paid to the Directors and management

Resolution 1 - as an ordinary resolution:

That the Remuneration Report contained in the Tidewater Investments Limited 2013 Annual Report be hereby adopted

Voting Exclusion Statement

As required by Section 250R(4) of the Corporations Act, the Company will disregard any votes cast under Resolution 1 by the Directors of the Company or their related entities and associated parties.

Tidewater Investments Limited ABN 52 001 746 710

phone: (02) 9380 9001

Suite 7.06, 2-14 Kings Cross Road, POTTS POINT NSW 2011 GPO Box 4870 SYDNEY NSW 2001

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4. Re-election of Director – Mr. Paul Young

The ASX Listing Rules and the constitution of the Company require each Director to be re-elected every three years and also that an election of Directors be held each year. The Managing Director is not required to be reelected.

Paul Young will retire in accordance with clause 13.6 of the Company’s constitution and, being eligible, has offered himself for re-election.

Resolution 2 - as an ordinary resolution:

That Paul Young be re-elected as a Director of the Company

Entitlement to Vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations and ASTC Operating Rule 8.3A.1, the Company has determined that for the purposes of the Annual General Meeting all Shares will be taken to be held by the persons who, according to records of the Company’s share registrar, held them as registered Shareholders at 7pm (Sydney time) on 16 December 2013. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

How to Vote

Members entitled to vote at the Extraordinary General Meeting may vote:

• by attending the meeting and voting in person; or

• by appointing an attorney to attend the meeting and vote on their behalf or, in the case of corporate members or proxies, a corporate representative to attend the meeting and vote on its behalf; or

• by appointing a proxy to attend and vote on their behalf, using the proxy form accompanying this Notice. A proxy may be an individual or a body corporate.

Voting in person (or by attorney or by corporate representative)

Members or their proxies, attorneys or representatives (including representatives of corporate proxies) wishing to vote in person should attend the Meeting and bring a form of personal identification (such as their driver's licence).

To vote by attorney at this meeting, the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed must be received by the Registry before 10.00 am (Sydney time) on 16 December 2013 in any of the following ways:

By post to the share registry, Boardroom Pty Limited: By hand delivery to Boardroom Pty Limited at: GPO Box 3993, Sydney NSW 2001 Level 7, 207 Kent Street, Sydney NSW 2000

By fax to Boardroom Pty Limited on: (02) 9290 9655

Tidewater Investments Limited: Notice of AGM page 2

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To vote in person, you or your proxy, attorney, representative or corporate proxy representative must attend the AGM to be held at the offices of Baron Partners Limited, located at Level 32, Deutsche Bank Place, 126 Phillip Street, Sydney NSW 2000 on 18 December 2013 commencing at 10:00am (Sydney time).

A vote cast in accordance with the appointment of a proxy or power of attorney is valid even if before the vote was cast the appointor:

• died;

• became mentally incapacitated;

• revoked the proxy or power; or

• transferred the Shares in respect of which the vote was cast,

unless Tidewater received written notification of the death, mental incapacity, revocation or transfer before the meeting or adjourned meeting.

To vote by corporate representative at the meeting, a corporate Member or proxy should obtain an Appointment of Corporate Representative Form from the share registry, complete and sign the form in accordance with the instructions on it. The appointment should be lodged at the registration desk on the day of the meeting. The appointment of a representative may set out restrictions on the representative's powers.

The original form of appointment of a representative, a certified copy of the appointment, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed. The Chairman of the meeting may permit a person claiming to be a representative to exercise the body's powers even if he or she has not produced a certificate or other satisfactory evidence of his or her appointment.

Voting by Proxy

Any shareholder of the Company entitled to attend and vote at this AGM is entitled to appoint a proxy to attend and vote instead of that shareholder. The proxy does not need to be a Member of the Company. A shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes. A proxy may be an individual or a body corporate. A proxy that is a body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the Member's proxy.

A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution. If an appointment directs the way the proxy is to vote on a particular resolution:

• if the proxy is the chair - the proxy must vote on a poll and must vote in the way directed;

• if the proxy is not the chair - the proxy need not vote on a poll, but if the proxy does so, the proxy must vote in the way directed; and

• in this instance if the proxy does not attend the Meeting, or does not vote on a poll, the chair of the Meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that Meeting.

Tidewater Investments Limited: Notice of AGM page 3

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If a proxy appointment is signed or validly authenticated by the Member but does not name the proxy or proxies in whose favour it is given, the Chairman may either act as proxy or complete the proxy appointment by inserting the name or names of one or more Directors or Company Secretary.

If:

• a Member nominates the Chairman of the meeting as the Member's proxy; or

• the Chairman is to act as proxy if a proxy appointment is signed by a Member but does not name the proxies in whose favour it is given or otherwise under a default appointment according to the terms of the proxy form,

then the person acting as Chairman in respect of an item of business at the Meeting must act as proxy under the appointment in respect of that item of business.

Pursuant to section 250R(5) of the Corporations Act 2001, specific rules in relation to proxy voting pertaining to Resolution 1 are described at section 3.7 of the Explanatory Memorandum.

Proxies must be lodged not later than 48 hours before the Annual General Meeting i.e. 10.00 am (Sydney time) on 16 December 2013 in any of the following ways:

By post to the share registry, Boardroom Pty Limited: By hand delivery to Boardroom Pty Limited at: GPO Box 3993, Sydney NSW 2001 Level 7, 207 Kent Street, Sydney NSW 2000

By fax to Boardroom Pty Limited on: (02) 9290 9655

By electronic lodgement:

• http://www.boardroomlimited.com.au/vote/tdiagm2013 in accordance with instructions provided on the website. You will need your Holder Identification Number (HIN) or Security Reference Number (SRN) to lodge your proxy vote online.

A form of proxy is provided with this notice.

Further Information

If you have any queries in relation to the Annual General Meeting, please contact the Managing Director, Andrew Brown, on (02) 9380 9001 or andrew.brown@tidewater.com.au

Dated this Fourteenth day of November 2013

By order of the Board of Directors

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Andrew Brown Company Secretary

Tidewater Investments Limited: Notice of AGM page 4

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EXPLANATORY MEMORANDUM

(This Explanatory Memorandum forms part of the Notice of Meeting)

This Explanatory Memorandum provides information for members in respect of the resolutions to be considered at the Annual General Meeting of Tidewater Investments Limited (Company) to be held at 10.00am on Wednesday 18 December 2013 at Level 32, Deutsche Bank Place, 126 Phillip Street, SYDNEY, New South Wales.

Ordinary Business

1. Chairman’s Address

Report on results and activities during the financial year.

2. Financial Statements

• 2.1 As required by section 317 of the Corporations Act 2001 (Cth) (Corporations Act), the Financial Report, Directors’ Report and Auditor’s Report of the Company is contained within the Annual Report 2012 and will be laid before the meeting.

• 2.2 Members will be provided with the opportunity to ask questions about the reports or about the Company generally but there will be no formal resolution put to the meeting.

3. Remuneration Report

• 3.1 As required by section 250R(2) of the Corporations Act, a resolution that the Company’s Remuneration Report be adopted must be put to a vote. The Report is contained within the Directors’ Report in the Company’s Annual Report 2013.

• 3.2 Section 250R(3) of the Corporations Act provides that the vote on this resolution is advisory only and does not bind the directors or the Company, other than in respect of 3.3 – 3.5 below. In accordance with section 250SA of the Corporations Act, members of the Company will be provided with an opportunity to ask questions or make comments on the Remuneration Report.

• 3.3 As required by Section 250R(4) of the Corporations Act, interests in Tidewater Shares held by Key Management Personnel and Directors of Tidewater (as named within the Remuneration Report contained on pages 7 – 9 of the 2013 Annual Report) or their related parties or associates (together Prohibited Persons ) will be excluded from voting on this Resolution.

However, the Company will not disregard a vote if the Prohibited Person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of a Prohibited Person.

Tidewater Investments Limited: Notice of AGM page 5

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• 3.4 As required by Section 250U of the Corporations Act in the event that 25% of the votes cast in respect of this Resolution are opposed to the passing of the Remuneration Report and if members make comments at the meeting, then in the following year the Board of the Company must report on any proposed responses to those comments, or explain why the Board of the Company does not propose any response.

• 3.5 Furthermore, as required by Section 250U and Section 250V of the Corporations Act, if 25% of the votes cast at the 2013 and 2014 AGMs (or two consecutive AGMs beyond that period) oppose the adoption of the Remuneration Report, then at the 2013 (or second) AGM, the company must give members the option to pass a resolution ( Spill Resolution ) requiring that the entire board (except the Managing Director) stand for re-election at a further general meeting. This meeting must take place within ninety days after the AGM. Passing of the Spill Resolution, which is subject to the same voting exclusion provisions as Resolution 1, will require that 50% or more of votes cast are in favour of such a Spill Resolution.

• 3.6 The Board believes the Company’s remuneration policies and structures as outlined in the Remuneration Report are appropriate relative to the size of the Company, its business and strategic objectives and in relation to current and emerging market practices.

• 3.7 In respect of undirected proxies, if the Chairman of the meeting is appointed (or taken to be appointed) as a proxy, the shareholder can direct the Chairman of the meeting to vote for or against, or to abstain from voting on Resolution 1 (Adoption of Remuneration Report) by marking the appropriate box opposite item 1 in the proxy form. Pursuant to section 250R(5) of the Corporations Act 2001, if the Chairman of the meeting is a proxy and the relevant shareholder does not mark any of the boxes opposite item 1, the relevant shareholder will be expressly authorising the Chairman to exercise the proxy in relation to item 1. The Chairman intends to exercise such proxies by voting them in favour of the adoption of the Remuneration Report.

4. Re-Election of Director

• 4.1 In accordance with Clause 13.6 of the Company’s Constitution, Paul Young must retire from office, and offer himself for election at the Annual General Meeting of the Company.

• 4.2 Paul Young is the co-founder and a director of Baron Partners Limited, a well-established corporate advisory business and has been in merchant banking in Australia for over 28 years. Paul has a degree in economics from the University of Cambridge, is qualified as a Chartered Accountant in the United Kingdom, has a Diploma in Corporate Finance and is a Fellow of the Australian Institute of Company Directors. Paul is the Chairman of the Tidewater Investments Limited Audit Committee.

Tidewater Investments Limited: Notice of AGM page 6

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During the past three years, Paul has served as a Director of the following other public companies:

• Ambition Group Limited (non-executive Director – ongoing)

• GB Energy Limited (appointed 7/2/2011; resigned 25/7/2011)

• Thomas and Coffey Limited (appointed April 1996; resigned 30/6/2013)

• Site Group International Limited (appointed 29/6/2010; resigned 1/4/2011)

• Byron Energy Limited (non-executive Director – ongoing)

GLOSSARY OF TERMS

AGM Annual General Meeting ASX ASX Limited or the financial market known as the Australian Securities Exchange that is operated by ASX Limited, as the context requires Company Tidewater Investments Limited (ABN 52 001 746 710) Meeting Annual General Meeting Share An ordinary share in Tidewater Shareholders Holders of Tidewater Shares Tidewater Tidewater Investments Limited (ABN 52 001 746 710) Tidewater Share An ordinary share in Tidewater Tidewater Shareholders Holders of Tidewater Shares

Note: In the notice of meeting and explanatory memorandum, unless the context otherwise requires, the above terms have the meaning set opposite them.

Tidewater Investments Limited: Notice of AGM page 7

Tidewater Investments Limited

ABN 52 001 746 710

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FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE

+61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.00AM MONDAY 16 DECEMBER 2013

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

Reference Number:

TO VOTE ONLINE

Please note it is important you keep this confidential

STEP 1 : VISIT www.boardroomlimited.com.au/vote/tdiagm2013 STEP 2: Enter your holding/Investment type STEP 3: Enter your Reference Number and VAC:

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

• (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

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

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10.00am on Wednesday, 18 December 2013 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

• IN PERSON - Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Vote online at:

www.boardroomlimited.com.au/vote/tdiagm2013 or turnover to complete the Form 

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Tidewater Investments Limited

STEP 1 - Appointment of Proxy

I/We being a member/s of Tidewater Investments Limited and entitled to attend and vote hereby appoint

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the Chairman of the Meeting (mark with an OR ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Tidewater Investments Limited to be held at the offices of Baron Partners Limited, Level 32, Deutsche Bank Place, 126 Phillip Street, Sydney NSW 2000 on Wednesday 18 December 2013 at 10.00 am and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of a resolution, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called. The Chair intends to vote all undirected proxies in favour of the resolutions.

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions

STEP 2 - Voting directions to your Proxy – please markto indicate your directio	STEP 2 - Voting directions to your Proxy – please markto indicate your directio	ns	ns	ns
Ordinary Business		For			Against			Abstain*
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mr Paul Young

In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

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

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Name ……………………………….……..

Contact Daytime Telephone ………………………………….. Date / / 2013