ARC FUNDS LIMITED — Director's Dealing 2022

Sep 25, 2022

==> picture [175 x 61] intentionally omitted <==

26 September 2022

Justin Nelson Principal Adviser Listings Compliance Australian Securities Exchange SYDNEY NSW 2000

By email: ListingsComplianceSydney@asx.com.au

Reference: 60045

ARC Funds Limited (‘ARC’): Appendix 3Y – Change of Director’s Interest Notice Query

We refer to your letter dated 23 September 2022 in relation to the Appendix 3Y lodged with the ASX by the Company on 23 September 2022.

ARC provides the following information in response to your questions:

1. The late lodgement of the Appendix 3Y was an administrative oversight.

2. ARC has in place a procedure whereby any change in Director’s Interest and transactions in the Company’s securities by the Directors are notified to the Company Secretary immediately, to ensure the Company is able to meet its continuous disclosure obligations under Listing Rule 3.19A. The Company’s Board Charter sets out the processes and management of ARC’s disclosure obligations.

3. The existing arrangements are considered to be adequate. The Company accepts that the lodgement of the Appendix 3Y was late, however deems this occurrence to be one that is isolated in nature. The Company confirms its enforcement of the arrangements required under Listing Rule 3.19B.

Yours sincerely

==> picture [81 x 30] intentionally omitted <==

Mark Licciardo Company Secretary

ARC Funds Limited ABN 52 001 746 710 c/- Acclime Australia, Level 7, 330 Collins Street, Melbourne VIC 3000 phone: +61 3 8689 9997

==> picture [455 x 5] intentionally omitted <==

==> picture [33 x 50] intentionally omitted <==

23 September 2022

Reference: 60045

Mr Mark Licciardo Company Secretary ARC Funds Limited Level 7, 330 Collins Street Melbourne VIC 3000

By email: m.licciardo@acclime.com

Dear Mr Licciardo

ARC Funds Limited (‘ARC’): Appendix 3Y – Change of Director’s Interest Notice Query

ASX refers to the following:

1. ARC’s Appendix 3Y lodged on the ASX Market Announcements Platform (‘MAP’) on 23 September 2022 for Mr Harley Grosser (the ‘Notice’);

2. Listing Rule 3.19A which requires an entity to tell ASX the following:

3. 3.19A.1 ‘The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

   • On the date that the entity is admitted to the official list.

   • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.’

1. Listing rule 3.19B which states that:

2. ‘An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.’

The Notice indicates that a change in Mr Grosser’s notifiable interest first occurred on 14 September 2022. It appears that the Notice should have been lodged with ASX by 21 September 2022. Consequently, ARC may have breached Listing Rules 3.19A and/or 3.19B.

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]

==> picture [455 x 5] intentionally omitted <==

Request for Information

Under Listing Rule 18.7, we ask that you answer each of the following questions having regard to Listing Rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities .

1. Please explain why the Appendix 3Y was lodged late.

2. What arrangements does ARC have in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A?

3. If the current arrangements are inadequate or not being enforced, what additional steps does ARC intend to take to ensure compliance with Listing Rule 3.19B?

When and where to send your response

This request is made under Listing Rule 18.7. Your response is required as soon as reasonably possible and, in any event, by no later than 5:00 PMAEST Tuesday, 27 September 2022 . You should note that if the information requested by this letter is information required to be given to ASX under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A, ARC’s obligation is to disclose the information ‘immediately’. This may require the information to be disclosed before the deadline set out in the previous paragraph and may require ARC to request a trading halt immediately.

Your response should be sent to me by e-mail at ListingsComplianceSydney@asx.com.au . It should not be sent directly to the ASX Market Announcements Office. This is to allow me to review your response to confirm that it is in a form appropriate for release to the market, before it is published on the ASX Market Announcements Platform.

Trading halt

If you are unable to respond to this letter by the time specified above, you should discuss with us whether it is appropriate to request a trading halt in ARC’s securities under Listing Rule 17.1. If you wish a trading halt, you must tell us:

• the reasons for the trading halt;

• how long you want the trading halt to last;

• the event you expect to happen that will end the trading halt;

• that you are not aware of any reason why the trading halt should not be granted; and

• any other information necessary to inform the market about the trading halt, or that we ask for.

We require the request for a trading halt to be in writing. The trading halt cannot extend past the commencement of normal trading on the second day after the day on which it is granted. You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary Suspensions .

Suspension

If you are unable to respond to this letter by the time specified above, ASX will likely suspend trading in ARC’s securities under Listing Rule 17.3.

Listing Rules 3.1 and 3.1A

2/3 ASX Customer Service Centre 131 279 | asx.com.au

==> picture [455 x 5] intentionally omitted <==

In responding to this letter, you should have regard to ARC’s obligations under Listing Rules 3.1 and 3.1A and also to Guidance Note 8 Continuous Disclosure : Listing Rules 3.1 – 3.1B. It should be noted that ARC’s obligation to disclose information under Listing Rule 3.1 is not confined to, nor is it necessarily satisfied by, answering the questions set out in this letter.

Release of correspondence between ASX and entity

We reserve the right to release a copy of this letter, your reply and any other related correspondence between us to the market under Listing Rule 18.7A.

Questions

If you have any questions in relation to the above, please do not hesitate to contact me.

Yours sincerely

Justin Nelson

Principal Adviser, Listings Compliance (Sydney)

3/3

ASX Customer Service Centre 131 279 | asx.com.au