ARC FUNDS LIMITED — Proxy Solicitation & Information Statement 2009

May 6, 2009

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REQUISITION OF GENERAL MEETING OF FIRST OPPORTUNITY FUND

Tidewater Investments Limited (“ Tidewater ”), through its wholly owned subsidiary, Loftus Lane Investments Pty. Limited (“ Loftus Lane ”) has today requisitioned a general meeting of shareholders of First Opportunity Fund Limited (“ FOF ”) under Section 245D of the Corporations Act 2001 (Cth). FOF is an ASX listed Pooled Development Fund, managed by Investec Wentworth Private Equity Limited (“ Manager ”).

Loftus Lane is FOF’s largest shareholder and holds 20.47% of the issued shares. FOF shares are extremely thinly traded on ASX and last traded at a 50% discount to stated NTA per share, and at a level close to 20% below cash backing per share.

Loftus Lane has proposed a series of resolutions which are designed to effect a return of capital amounting to $0.35 per FOF share, prior to winding up FOF through the appointment of a liquidator. In addition, Loftus Lane seeks to appoint one of its own Directors, Andrew Brown, to the board of FOF, whilst removing two other Directors who are associated with the Manager, in an endeavour to increase the independence of the FOF board, and provide greater scrutiny of the Manager, who has yet to enter into a single investment in the first forty-five months of its tenure.

The requisition of meeting was lodged with FOF this morning, together with a supporting statement, both of which are appended to this announcement.

For further information:

Andrew Brown (02) 8258 0011 / 0418 215 255

Tidewater Investments Limited ABN 52 001 746 710

phone: (02) 8258 0000

Level 4, 34 Hunter Street SYDNEY NSW 2000 GPO Box 4870 SYDNEY NSW 2001

LOFTUS LANE INVESTMENTS PTY. LIMITED ACN 074 088 636 ABN 34 074 088 636

The Company Secretary First Opportunity Fund Limited c/- Investec Wentworth Private Equity Limited Level 31, Chifley Tower 2 Chifley Square SYDNEY NSW 2000

7 May 2009

Dear Sirs,

The undersigned, being the registered holder of the number of fully paid ordinary shares (each a Share ) in First Opportunity Fund Limited ABN 96 084 115 499 ( Company ) that is specified in the Schedule below and accordingly thereby being a member of the Company with more than 5% of the votes that may be cast at a general meeting of members of the Company, hereby requisitions the Board of Directors of the Company to call and arrange to hold a general meeting ( Meeting ) in accordance with the provisions of section 249D of the Corporations Act 2001 (Cth) ( Act ) to consider the resolutions set out below.

In accordance with section 249D of the Act:

• (a) the Board of Directors of the Company must call the Meeting within 21 days after this Requisition is given to the Company; and

• (b) the Meeting must be held not later than 2 months after this Requisition is given to the Company.

The resolutions to be proposed and voted upon by all eligible shareholders at the Meeting are as follows:

Resolution 1: Approval of Capital return to Shareholders

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That, for the purposes of section 256B and section 256C of the Corporations Act and for all other purposes, the Shareholders approve that:

• (a) the share capital of the Company be equally reduced by paying the sum of 35 cents (A$0.35) per Share on issue on a date that is within fourteen (14) days after the date of receipt of written confirmation from the Australian Taxation Office that the proposed return of capital will not be treated as a dividend for tax purposes ( Record Date );

• (b) on the Record Date, the Company will close the register of Shareholders to determine which Shareholders are registered to receive the proposed capital return; and

• (c) the Company pays the abovementioned return of capital to all eligible Shareholders within fourteen (14) days after the Record Date.”

( Resolution 1 )

admin@tidewater.com.au

Level 4, 34 Hunter Street SYDNEY NSW 2000 phone: (02) 8258 0000 GPO Box 4870 SYDNEY NSW 2001 fax: (02) 9230 0922

LOFTUS LANE INVESTMENTS PTY. LIMITED ACN 074 088 636 ABN 34 074 088 636

Resolution 2: To wind up the Company after payment of a capital return of A$0.35 per Share

To consider and, if thought fit, to pass the following as a special resolution:

“That, contingent upon the passage of Resolution 1, and for the purposes of Sections 491 of the Corporations Act, as soon as practical after completion of the payment of a capital return of A$0.35 per Share, the Company be wound up.”

( Resolution 2 )

Resolution 3: Appointment of liquidator

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That, contingent upon the passage of Resolution 2, and for the purposes of Sections 495 of the Corporations Act, the Company appoint Atle Crowe-Maxwell of PKF as the liquidator of the Company for the purpose of winding up the affairs and distributing the property of the Company, after the payment of a capital return of A$0.35 per Share.”

( Resolution 3 )

Resolution 4: To remove John Murphy as a Director of the Company

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That, for the purposes of section 203D of the Corporations Act John W Murphy (or any person appointed between the date of this Requisition and the date on which the Meeting is conducted, who replaced or is purported to replace John W. Murphy as a director of the Company) be removed as a director of the Company effective as and from the close of the Meeting”

(Resolution 4)

Resolution 5: To remove Alan Chonowitz as a Director of the Company

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That, for the purposes of section 203D of the Corporations Act, Alan H. Chonowitz (or any person appointed between the date of this Requisition and the date on which the Meeting is conducted, who replaced or is purported to replace Alan H. Chonowitz as a director of the Company) be removed as a director of the Company effective as and from the close of the Meeting.”

(Resolution 5)

Resolution 6: Removal of other directors

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, any and all persons appointed as a director of the Company prior to the time of the commencement of the general meeting (other than Andrew John Brown) be removed as directors of the Company.”

(Resolution 6)

LOFTUS LANE INVESTMENTS PTY. LIMITED ACN 074 088 636 ABN 34 074 088 636

Resolution 7: To appoint Andrew John Brown as a director of the Company

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That Andrew John Brown, having consented to act, be appointed as a director of the Company effective as and from the close of the Meeting.”

(Resolution 7)

Dated: 7th May 2009

SCHEDULE

Full Name of Shareholder: Loftus Lane Investments Pty Limited ABN 34 074 088 636

Number of Shares held by Shareholder: 2,069,918

Percentage (%) of votes that may be cast by the Shareholder at the Meeting: 20.47%

Signed by Loftus Lane Investments Pty Limited ACN 074 088 636 in accordance with the provisions of Section 127 of the Corporations Act, 2001 and in the presence of:

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Signature of Director/Secretary

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Signature of Director/Secretary

ANDREW JOHN BROWN__ Full name of Signatory (BLOCK LETTERS)

STEVEN CHARLES MCDOWELL Full name of Signatory (BLOCK LETTERS)

A separate commentary of less than 1,000 words in support of the resolutions is appended as a separate document.

Yours sincerely,

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Andrew J. Brown Director

LOFTUS LANE INVESTMENTS PTY. LIMITED ACN 074 088 636 ABN 34 074 088 636

STATEMENT BY LOFTUS LANE INVESTMENTS PTY. LIMITED

Loftus Lane Investments Pty. Limited ABN 34 074 088 636 ( Loftus Lane ) has requisitioned a meeting of the shareholders of First Opportunity Fund Limited ABN 96 084 115 499 ( Company ) to enable those shareholders to provide the directors of the Company with their views on the future direction of the Company.

Only 5,075 shares in the Company (each a Share ) have traded on ASX since 12 November 2008, and there have been only two Share transactions on ASX since Loftus Lane last purchased Shares on 19 September 2008.

Loftus Lane is the largest shareholder in FOF with 2,069,918 Shares (20.47%) and has been responsible for the purchase of 69.2% of the volume of all Shares traded in the Company since first purchasing Shares on 9 September 2005.

The resolutions that are proposed to be put to and voted upon by shareholders have been carefully structured to enable shareholders to vote independently on whether they:

• wish to receive a capital return of A$0.35 per Share conditional on approval of the Australian Taxation Office, which would be expected to take approximately three months;

• Subsequent to the implementation of that return of capital, wind up the Company, which would require the appointment of a liquidator;

• Remove two Directors, who are also directors of Investec Bank (Australia) Limited, which in turn controls the Company’s investment manager, Investec Wentworth Private Equity Limited ( IWPEL ), in order to provide a greater degree of independence to the board and outside assessment of IWPEL; and

• Appoint a representative of the largest shareholder to the Board.

This proposed re-structuring enables shareholders to vote for a return of capital of A$0.35 per Share (Resolution 1), but nevertheless maintain the on-going existence of the Company thereafter (by voting against Resolution 2 and Resolution 3), retain the two existing Directors (by voting against Resolution 4, Resolution 5 and possibly also Resolution 6), but provide an outside influence on the Board (by voting in favour of Resolution 7).

However, Loftus Lane will be voting its Shares in favour of ALL resolutions.

Level 4, 34 Hunter Street SYDNEY NSW 2000 phone: (02) 8258 0000 GPO Box 4870 SYDNEY NSW 2001 fax: (02) 9230 0922 admin@tidewater.com.au

LOFTUS LANE INVESTMENTS PTY. LIMITED ACN 074 088 636 ABN 34 074 088 636

Loftus Lane believes the lack of trading volume of the Company’s Shares on ASX, allied to the fact that Shares last traded at over a 50% discount to stated NTA and close to a 20% discount to cash backing of A$0.435 per Share illustrates that there is no interest from the wider investment community in FOF.

Moreover, it is evident that IWPEL has been extremely cautious with regard to investing the Company’s funds, having failed to isolate a single transaction in the 45 months since the new investment management agreement was entered into in July 2005. Nevertheless IWPEL has been remunerated an equivalent sum of $675,000 during this period for effectively holding your investment in cash and conducting four to five board meetings per annum, as well as analysing and rejecting various investment proposals.

Loftus Lane now believes that there are at least six material justifications for the proposed capital return and winding up the Company, these being:

• the inability of IWEPL to identify a single worthwhile investment in 45 months, to enter into on behalf of the Company;

• the time period elapsed since commencement of the current management agreement;

• the cost of maintaining the Company’s current structure;

• the lack of external or market interest in the Company;

• the significant discount to net tangible asset/cash backing at the notional ASX quoted price for the Company’s Shares; and

• that an initial capital return of A$0.35 per Share would not compromise the ability of the Company to repay its creditors.

The announcement by the Company on 30 April 2009 of its intention to proceed with an on market buy-back of up to 10% of its shares is futile, since under ASX Listing Rule 7.29, a company may only purchase shares under an on-market buy-back if transactions in the company’s shares were recorded on ASX on at least five days in the three months before it buys back the shares. The Company’s shares clearly do not currently satisfy this criterion.

Loftus Lane now believes that all shareholders will be materially better off with the majority of the Company’s cash assets directly in their own hands, and a board not conflicted by being controlled by the Company’s investment manager.

We hope you will choose to support this value accretive strategy.