ARENA REIT. — AGM Information 2014

Dec 4, 2014

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ASX Announcement Arena REIT No. 1 and Arena REIT No. 2 General Meeting Chairman’s address 5 December 2014

11.00am

Chairman’s address

Good morning ladies and gentlemen and welcome to a meeting of investors of Arena REIT No. 1 and Arena REIT No. 2, together to be referred to as Arena REIT.

This is a simultaneous meeting of Arena REIT No. 1 and Arena REIT No. 2 given that the investors of Arena REIT No. 1 are the same investors as Arena REIT No. 2.

My name is David Ross and I am the Independent Chairman of the Board of Directors of Arena Investment Management Limited and I have been appointed as the chairman of today’s meeting.

The time is now 11 am and a quorum is present. I therefore declare the meeting open.

I am joined today by my fellow directors, as well as members of the senior management team. John Hutchinson from Hall and Wilcox, and Charles Christie and George Sagonas from our auditor PWC also join us today.

As you are aware, Arena Investment Management Limited acts as the responsible entity of Arena REIT No. 1 and Arena REIT No. 2. For ease of reference I will refer to Arena Investment Management Limited simply as ‘Arena’.

I ask that you switch your mobile phones to silent. Investors or proxy holders holding yellow cards are permitted to vote and ask questions at this meeting. Investors holding red cards are permitted to ask questions but not to vote. Holders of white cards are not permitted to vote or ask questions at this meeting.

Agenda

I will now briefly run through the agenda for today’s meeting. Firstly, I will explain why this meeting has been called. Secondly, Arena’s Joint Managing Director Bryce Mitchelson will give a presentation on the Internalisation Proposal.

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Arena Investment Management Limited (ACN 077 235 879) Responsible entity of Arena REIT No. 1 and Arena REIT No. 2

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We will then take questions on the presentation and the proposed resolutions before we move to the formal business of the meeting, being consideration and voting on the two sets of three resolutions for each of Arena REIT No. 1 and Arena REIT No. 2 to which I have already referred. Finally we then expect to be in a position to announce the formal results of the vote.

Why has this meeting been convened?

Today’s meeting has been convened to consider the internalisation proposal and resolutions to implement the Internalisation Proposal as described in the meeting booklet dated 4 November 2014 which has been dispatched to all Arena REIT unitholders.

The Internalisation Proposal involves appointing a new responsible entity being Arena REIT Management Limited. Arena REIT Management Limited will be, if the Internalisation Proposal is approved, a subsidiary of Arena REIT Limited, which in turn will be owned by investors. This arrangement, where a fund’s investors own the responsible entity that manages the fund, is commonly referred to as ‘internalisation’.

At this meeting, you are to consider three ordinary resolutions in relation to each of Arena REIT No. 1 and Arena REIT No. 2 which are required to implement the Internalisation Proposal. Resolution 1 and 2 are conditional upon each other. Resolution 3 is conditional on both Resolutions 1 and 2 being approved.

Resolution 1 is to approve the Internalisation Proposal and authorise Arena to do all things necessary to give effect to the Internalisation Proposal.

Resolution 2 is to approve the appointment of Arena REIT Management Limited as responsible entity of Arena REIT No. 1 and Arena REIT No. 2 upon the retirement of Arena as the current responsible entity, pursuant to section 601FL of the Corporations Act. Together these two resolutions will be referred to as the Internalisation Resolutions.

Resolution 3 is to approve the acquisition by the Managing Director, Mr Bryce Mitchelson, under Arena REIT Limited’s Long Term Incentive Plan of each of the performance rights and recognition rights no later than 12 months after this meeting and the New Stapled Securities on the vesting of some or all of those performance rights and recognition rights on the terms set out in the Meeting Booklet.

Ladies and gentlemen, as you have all received a copy of the Meeting Booklet. I propose to take these documents as read.

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Arena Investment Management Limited (ACN 077 235 879) Responsible entity of Arena REIT No. 1 and Arena REIT No. 2

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Conditions Precedent

At the time of issuing the Meeting Booklet, the Internalisation Proposal was subject to several precedent conditions required to be satisfied prior to this meeting. I am pleased to report that all conditions with the exception of the investor approvals being sought at this meeting have now been satisfied and therefore the proposed resolutions can be considered.

I will now hand over to Bryce Mitchelson for his management presentation.

Management presentation

[Management presentation]

Questions

Before moving to the formal business of the meeting, are there any questions from holders of yellow or red cards? If you do have a question I ask that you raise your hand and state your name.

[Questions]

If there are no more questions I will now move to the formal business of the meeting.

Formal business

The formal business is concerned with six ordinary resolutions in total, being three ordinary resolutions for each fund to approve and implement the Internalisation Proposal and the grant of performance rights and recognition rights pursuant to the Long Term Incentive Plan. Details in relation to the resolutions were included in the Explanatory Memorandum which formed part of the Meeting Booklet.

The independent directors of Arena unanimously recommend that investors vote in favour of all resolutions. KPMG, the independent expert who considered the Internalisation Proposal, has concluded that the Internalisation Proposal is “fair and reasonable and in the best interests” of Arena REIT No. 1 and Arena REIT No. 2 investors.

I will now propose each Resolution before displaying the proxy votes received by Arena and then proceeding to a poll on each resolution.

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Arena Investment Management Limited (ACN 077 235 879) Responsible entity of Arena REIT No. 1 and Arena REIT No. 2

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Being ordinary resolutions, each resolution will be passed if 50% or more of the votes cast by investors present (in person or by proxy) and eligible to vote are cast in favour of the resolution.

I will now deal with the resolutions for Arena REIT No. 1.

Resolution 1 for Arena REIT No. 1: Internalisation Proposal

This resolution relates to Arena REIT No. 1 and is an ordinary resolution, which is as follows:

“THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, the Internalisation Proposal, as described in the Meeting Booklet with such modifications, if any, as are approved at the meeting, be approved and that the Responsible Entity of Arena REIT No. 1 (ARSN 106 891 641), be authorised to do all things which it considers necessary, desirable or reasonably incidental to give effect to the Internalisation Proposal.”

Resolution 2 for Arena REIT No. 1: Change of responsible entity

This resolution relates to Arena REIT No. 1 and is an ordinary resolution which is as follows:

“THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, upon the retirement of Arena Investment Management Limited (ACN 077 235 879) in accordance with section 601FL of the Corporations Act 2001 (Cth), Arena REIT Management Limited (ACN 600 069 761) be appointed as the new responsible entity of Arena REIT No. 1 (ARSN 106 891 641).”

Resolution 3 for Arena REIT No. 1: Grant of LTI to Managing Director

This resolution relates to Arena REIT No. 1 and is an ordinary resolution which is as follows:

“THAT, subject to and conditional on all other Resolutions set out in the notice convening this Meeting being passed, approval is given for all purposes, including for the purposes of ASX Listing Rule 10.14, to the acquisition by the Managing Director, Bryce Mitchelson, under the New ARF Long Term Incentive Plan of each of the rights no later than 12 months after the date of this meeting and the New Stapled Securities on the vesting of some or all of those rights on the terms set out in the Meeting Booklet.”

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Arena Investment Management Limited (ACN 077 235 879) Responsible entity of Arena REIT No. 1 and Arena REIT No. 2

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I will now deal with the resolutions for Arena REIT No. 2.

Resolution 1 for Arena REIT No. 2: Internalisation Proposal

This resolution is identical to Resolution 1 for Arena REIT No. 1 except that it relates to Arena REIT No. 2, and is as follows:

“THAT, subject to and conditional on the other Internalisation Resolutions set out in the notices convening this Meeting being passed, the lnternalisation Proposal, as described in the Meeting Booklet with such modifications, if any, as are approved at the meeting, be approved and that the Responsible Entity of Arena REIT No. 2 (ARSN 101 067 878), be authorised to do all things which it considers necessary, desirable or reasonably incidental to give effect to the lnternalisation Proposal.”

Resolution 2 for Arena REIT No. 2: Change of responsible entity

This resolution is identical to Resolution 2 for Arena REIT No. 1 except that it relates to Arena REIT No. 2, and is as follows:

“THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, upon the retirement of Arena Investment Management Limited (ACN 077 235 879) in accordance with section 601FL of the Corporations Act 2001 (Cth), Arena REIT Management Limited (ACN 600 069 761) be appointed as the new responsible entity of Arena REIT No. 2 (ARSN 101 067 878).”

Resolution 3 for Arena REIT No. 2: Grant of LTI to Managing Director

This resolution is identical to Resolution 3 for Arena REIT No. 1 except that it relates to Arena REIT No. 2, and is as follows:

“THAT, subject to and conditional on all other Resolutions set out in the notice convening this Meeting being passed, approval is given for all purposes, including for the purposes of ASX Listing Rule 10.14, to the acquisition by the Managing Director, Bryce Mitchelson, under the New ARF Long Term Incentive Plan of each of the rights no later than 12 months after the date of this meeting and the New Stapled Securities on the vesting of some or all of those rights on the terms set out in the Meeting Booklet.”

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Arena Investment Management Limited (ACN 077 235 879) Responsible entity of Arena REIT No. 1 and Arena REIT No. 2

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Proxy voting results[1]

I advise that the proxy voting results for Resolution 1 for Arena REIT No. 1 are as follows:

• 130,927,430 votes representing 98.1 percent of eligible votes cast have been cast in favour

• 2,329,234 votes representing 1.7 percent of eligible votes cast are undirected

• 269,083 votes representing 0.2 percent of eligible votes cast have been cast against

I will cast all undirected votes for which I hold a valid proxy as Chairman in favour of Resolution 1 for Arena REIT No. 1.

I advise that the proxy voting results for Resolution 2 for Arena REIT No. 1 are as follows:

• 130,927,430 votes representing 98.1 percent of eligible votes cast have been cast in favour

• 2,329,234 votes representing 1.7 percent of eligible votes cast are undirected

• 269,083 votes representing 0.2 percent of eligible votes cast have been cast against

I will cast all undirected votes for which I hold a valid proxy as Chairman in favour of Resolution 2 for Arena REIT No. 1.

I advise that the proxy voting results for Resolution 3 for Arena REIT No. 1 are as follows:

• 127,229,737 votes representing 97.6 percent of eligible votes cast have been cast in favour

• 2,368,382 votes representing 1.8 percent of eligible votes cast are undirected

• 811,890 votes representing 0.6 percent of eligible votes cast have been cast against

I will cast all undirected votes for which I hold a valid proxy as Chairman in favour of Resolution 3 for Arena REIT No. 1.

I advise that the proxy voting results for Resolution 1 for Arena REIT No. 2 are as follows:

1 Calculated in accordance with section 253C of the Corporations Act 2001, under which each member has 1 vote for each dollar of the value of the total interests they have in the scheme. Rounded to the nearest whole number.

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Arena Investment Management Limited (ACN 077 235 879) Responsible entity of Arena REIT No. 1 and Arena REIT No. 2

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• 18,559,453 votes representing 98.0 percent of eligible votes cast have been cast in favour

• 335,148 votes representing 1.8 percent of eligible votes cast are undirected

• 38,154 votes representing 0.2 percent of eligible votes cast have been cast against

I will cast all undirected votes for which I hold a valid proxy as Chairman in favour of Resolution 1 for Arena REIT No. 2.

I advise that the proxy voting results for Resolution 2 Arena REIT No. 2 are as follows:

• 18,559,453 votes representing 98.0 percent of eligible votes cast have been cast in favour

• 335,148 votes representing 1.8 percent of eligible votes cast are undirected

• 38,154 votes representing 0.2 percent of eligible votes cast have been cast against

I will cast all undirected votes for which I hold a valid proxy as Chairman in favour of Resolution 2 for Arena REIT No. 2.

I advise that the proxy voting results for Resolution 3 for Arena REIT No. 2 are as follows:

• 18,024,005 votes representing 97.5 percent of eligible votes cast have been cast in favour

• 336,668 votes representing 1.8 percent of eligible votes cast are undirected

• 120,841 votes representing 0.7 percent of eligible votes cast have been cast against

I will cast all undirected votes for which I hold a valid proxy as Chairman in favour of Resolution 3 for Arena REIT No. 2.

Voting procedures

I will now put the resolutions to a poll as required by the Corporations Act, following which the votes will be counted[2] . Following the counting of votes I will announce the outcome of the polls.

I appoint James Barrie of Arena’s registrar Boardroom to be the Returning Officer and Scrutineer for these polls.

2 In accordance with section 253C of the Corporations Act 2001, under which each member has 1 vote for each dollar of the value of the total interests they have in the scheme.

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Arena Investment Management Limited (ACN 077 235 879) Responsible entity of Arena REIT No. 1 and Arena REIT No. 2

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Each eligible investor or proxy holder should have received a yellow voting card on registration. For your votes to be counted in these polls you must now complete your voting cards. Please note that visitors holding white cards and investors holding red cards are not entitled to vote on the polls.

The sum of the votes cast for and against the resolution must not exceed your voting entitlements.

If a proxy holder has been directed to vote in a particular manner, by completing the yellow voting card the proxy holder will be deemed to have voted in accordance with those directions.

Please ask James if you have any questions in relation to completing your voting cards. Once you have completed your voting card, please place it in the box that will be brought around.

Counting of votes

We will now pause for the counting of votes. Please help yourself to tea or coffee in the foyer. If you prefer not to wait for the counting to be completed, the results of the polls will be announced to ASX after the close of the meeting and will also be available on Arena’s website.

[Pause for vote counting]

Final Voting Results

Ladies and gentlemen the votes have now been counted and the results are displayed on the screen.

[Chair to announce results]

Meeting close

I declare the meeting closed and would like to thank all investors for attending.

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Arena Investment Management Limited (ACN 077 235 879) Responsible entity of Arena REIT No. 1 and Arena REIT No. 2

Arena REIT (ASX Code ARF)

Internalisation Proposal Investor meeting Creating enhanced alignment and competitive advantages

5 December 2014 arenainvest.com.au

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A. Chairman’s introduction

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1

Welcome

Arena Investment Management Board

Independent non-executive Directors David Simon Dennis Ross Parsons Wildenburg

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Executive Directors Bryce James Mitchelson Goodwin

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2 Agenda

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----- Start of picture text -----

A Chairman’s introduction 2
B Management presentation 7
C Questions 15
D Formal business 16
E Proxy voting & voting process 23
F Counting of votes 26
G Voting results 27
H Meeting close 29
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David Ross

Chairman Arena Investment Management

Bryce Mitchelson

Joint Managing Director

Arena Investment Management

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3 Why has the meeting been called?

• To consider the proposal presented to investors in the Notice of Meeting and Explanatory Memorandum dated 4 November 2014 and vote on the following resolutions:

• “That ... the Internalisation Proposal ... be approved”.

• “That … upon the retirement of Arena Investment Management Limited …, Arena REIT Management Limited be appointed as the new responsible entity of Arena REIT …”.

• “That …approval is given … to the acquisition by the Managing Director … under the New ARF Long Term Incentive Plan of each of the rights ….”.

• Resolutions 1 and 2 must both be passed for the Internalisation Proposal to proceed.

• Resolution 3 is conditional on the passing of both Resolutions 1 and 2.

• All three are Ordinary Resolutions (require a minimum 50% majority of votes cast by securityholders entitled to vote.

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4 Conditions precedent

• Internalisation Proposal can not proceed without following conditions being met:

Condition Independent Expert (KPMG) opinion has not changed, been modified or withdrawn. ASIC relief granted. .

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ASX waivers and confirmations granted.

ARML offered a draft AFSL with requisite authorisations. No change to Independent Board Committee recommendation.

Consents of financiers obtained. No superior proposal received.

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B. Management presentation

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1

Internalisation overview Key elements of the Proposal

The Proposal involves:

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• Consideration - implied purchase price of approximately $10.7 million for ARF and wholesale funds management rights plus net asset adjustments of approximately $0.8 million

• No change in social infrastructure strategy

• Experienced quality management team post internalisation

• Retain existing name and branding

• Other management services – Citrus Investment Services ( which post implementation will be part of the new ARF group) will provide management services to Arena for its remaining managed funds for a period to no later than 31 December 2016.

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2 Benefits

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Distribution guidance upgrade Earnings growth competitive advantage Enhanced alignment Potential new investors

Upgraded FY15 distribution guidance

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3

Why you might vote against

Disadvantages / risks

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Change in ARF’s risk profile as a consequence of owning the management entity Pro forma[1] gearing increased (from 34.9% to 36.7%)

ARF’s pro forma net assets per security will reduce from $1.125 to $1.122. Proforma[1] net tangible assets per security will reduce from $1.125 to $1.071

1. All pro forma figures as at 30 June 2014

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4 Managing Director’s Long Term Incentive for FY15 Designed in line with market practice

• LTI Plan forms part of the total remuneration structure.

Performance Hurdle 1: Relative total shareholder return (TSR)

• For FY15, max LTI opportunity represents circa 25% of maximum total remuneration.

• FY15 LTI Plan rights independently valued by Ernst & ~~Young ABC:~~	• FY15 LTI Plan rights independently valued by Ernst & ~~Young ABC:~~	• FY15 LTI Plan rights independently valued by Ernst & ~~Young ABC:~~
Rights	%	Max. No. Rights
Recognition*	40%	77,869*
Performance	60%	151,596
Total	100%	229,465

The number of actual ARF securities issued post 30 June 2017 will depend on the extent to which performance hurdles are satisfied over that period. * To remain employed by ARF as at 30 June 2017

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New ARF’s percentile ranking Proportion of TSR-hurdled Performance Rights that vest Below 50[th] percentile 0% 50[th] to 75[th] percentile Progressive pro-rata vesting between 50% and 100% (i.e. on a straight line basis) At or above the 75[th] percentile 100%

Performance Hurdle 2: Distributable income per security

FY17 distributable income per security	Proportion of distributable income per security-hurdled Performance Rights that vest
Below 11.0 cps	0%
Between 11.0 and 12.0 cps	Progressive pro-rata vesting between 50% and 100% (i.e. on a straight line basis)
Equal to or above 12.0 cps	100%

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Independent Expert Opinion Assessed valuation higher than consideration

• Copy of IE report provided in meeting booklet.[1]

• KPMG Corporate Finance’s valuation of the management rights:

$ million	Status **Quo1 **	Growth **Scenario2 **
NPV of financial benefit	12.9	16.5
Consideration paid to Citrus II	(11.5)	(11.5)
Net benefit to existing ARF Investors	1.4	5.0

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The Proposal is “fair and reasonable and in the best interests” of Investors, in the absence of a superior proposal.

1. The information above should be read in conjunction with the full report .

2. Assumes assets under management growth only based on recurring revaluations and completion of existing projects. 3. Assumes additional AUM growth of $20m p.a. over the forecast period of 3 years.

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6 Independent Directors’ Recommendation Unanimous recommendation in favour

• The Independent Directors believe the Internalisation of management will enhance alignment of management and Investors’ interests and better position Arena REIT to create future value for investors.

The Arena Independent Directors consider the Proposal to be in the best interests of Investors and unanimously recommend Investors vote IN FAVOUR of all resolutions, in the absence of a superior alternative.

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7 Transaction timetable Next steps

2014

• 8 December Last da of ASX tradin in existin sta led securities y g g p

• 9 December

• 11 December

• Admission of New ARF to official list of ASX

• New Stapled Securities commence trading on ASX (deferred settlement)

• • Stapling Record Date

• Last day for registration of transfers of Existing Stapled Securities

• • Stapling Commencement Date

• New ARL Shares received by Investors

• Des atch of holdin statements of New Sta led Securities p g p

• 12 December • Implementation Date (effective date of management internalisation) • Change of responsible entity (from AIML to ARML)

• 15 December Deferred settlement tradin ends g

• 16 December New Sta led Securities commence tradin on a normal settlement basis p g

• 22 December New Sta led Securities trade ex-distribution p

The timetable above is indicative only. Unless otherwise specified, all times and dates refer to AEDT. AIML and/or ARL reserves the right to amend any or all of these dates and times subject to the Corporations Act, the Listing Rules and other applicable laws, or to withdraw the Internalisation Proposal, without prior notice.

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C. Questions

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D. Formal business

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1

Arena REIT No.1 Resolution 1: Internalisation Proposal

Resolution 1 is an ordinary resolution and is as follows:

“THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, the Internalisation Proposal , as described in this Explanatory Memorandum accompanying this notice of meeting with such modifications, if any, as are approved at the meeting, be approved and Arena Investment Management Limited (ACN 077 235 879), as the Responsible Entity of Arena REIT No 1 (ARSN 106 891 641), be authorised to do all things which it considers necessary, desirable or reasonably incidental to give effect to the Internalisation Proposal.”

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2

Arena REIT No.1 Resolution 2: Change of Responsible Entity

Resolution 2 is an ordinary resolution and is as follows:

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“THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, upon the retirement of Arena Investment Management Limited (ACN 077 235 879) in accordance with section 601FL of the Corporations Act 2001 (Cth), Arena REIT Management Limited (ACN 600 069 761) be appointed as the new responsible entity of Arena REIT No 1 (ARSN 106 891 641).”

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3

Arena REIT No.1

Resolution 3: Grant of Long Term Incentive to Managing Director

Resolution 3 is an ordinary resolution and is as follows:

“THAT, subject to and conditional on all other Resolutions set out in the notice convening this Meeting being passed, approval is given for all purposes, including for the purposes of ASX Listing Rule 10.14, to the acquisition by the Managing Director, Bryce Mitchelson, under the New ARF Long Term Incentive Plan of each of the rights no later than 12 months after the date of this meeting and the New Stapled Securities on the vesting of some or all of those rights on the terms set out in the Explanatory Memorandum accompanying this notice of meeting.”

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Arena REIT No.2

Resolution 1: Internalisation Proposal

Resolution 1 is an ordinary resolution and is as follows:

“THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, the lnternalisation Proposal , as described in this Explanatory Memorandum accompanying this notice of meeting with such modifications, if any, as are approved at the meeting, be approved and Arena Investment Management Limited (ACN 077 235 879), as the Responsible Entity of Arena REIT No 2 (ARSN 101 067 878), be authorised to do all things which it considers necessary, desirable or reasonably incidental to give effect to the lnternalisation Proposal.”

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5

Arena REIT No.2 Resolution 2: Change of Responsible Entity

Resolution 2 is an ordinary resolution and is as follows:

“THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, upon the retirement of Arena Investment Management Limited (ACN 077 235 879) in accordance with section 601FL of the Corporations Act 2001 (Cth), Arena REIT Management Limited (ACN 600 069 761) be appointed as the new responsible entity of Arena REIT No 2 (ARSN 101 067 878).”

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Arena REIT No.2

Resolution 3: Grant of Long Term Incentive to Managing Director

Resolution 3 is an ordinary resolution and is as follows:

“THAT, subject to and conditional on all other Resolutions set out in the notice convening this Meeting being passed, approval is given for all purposes, including for the purposes of ASX Listing Rule 10.14, to the acquisition by the Managing Director, Bryce Mitchelson, under the New ARF Long Term Incentive Plan of each of the rights no later than 12 months after the date of this meeting and the New Stapled Securities on the vesting of some or all of those rights on the terms set out in the Explanatory Memorandum accompanying this notice of meeting.”

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E. Proxy voting and voting process

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1

Proxy voting results

Vote type	Resolution 1	Resolution 1	Resolution 2	Resolution 2	Resolution 3	Resolution 3
	Number of votes1	% of eligible votes cast	Number of votes1	% of eligible votes cast	Number of votes1	% of eligible votes cast
Arena REIT No.1
For	130,927,43 0	98.1	130,927,430	98.1	127,229,737	97.6
Against	269,083	0.2	269,083	0.2	811,890	0.6
Open2	2,329,234	1.7	2,329,234	1.7	2,268,382	1.8

Arena REIT No.2

For	18,559,453	98.0	18,559,453	98.0	18,024,005	97.5
Against	38,154	0.2	38,154	0.2	120,841	0.7
Open2	335,148	1.8	335,148	1.8	336,668	1.8

1.Calculated in accordance with s.253C of the Corporations Act 2001, under which each member has one vote for each dollar of the value of the total interests they have in the scheme.

1. The Chairman will cast undirected/open proxies in favour of all resolutions.

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Voting procedures

Now go to poll

• All resolutions will now go to a poll.

• Counting of votes will then take place

• .

• We will then reconvene the meeting to announce the outcome of the polls

Voting

• Each investor/proxy holder must complete their yellow voting card.

• The sum of votes cast for and against must not exceed your voting entitlements.

• If a proxy holder has been directed to vote in a particular manner, by completing the voting card the proxy holder will be deemed to have voted in accordance with those directions.

James Barrie of Arena’s registrar Boardroom is the Returning Officer and Scrutineer of the polls. Please ask James if you have any questions in relation to completing your voting cards.

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F. Counting of votes

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G. Final voting results

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1

Final voting results

Vote type	Resolution 1	Resolution 1	Resolution 2	Resolution 2	Resolution 3	Resolution 3
	Number of votes1	% of eligible votes cast	Number of votes1	% of eligible votes cast	Number of votes1	% of eligible votes cast

Arena REIT No.1

For

Against

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Arena REIT No.2

For

Against

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1. Calculated in accordance with s.253C of the Corporations Act 2001, under which each member has one vote for each dollar of the value of the total interests they have in the scheme.

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H. Meeting close

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Important Note

This document has been prepared by Arena Investment Management Limited ACN 077 235 879 AFSL No. 233190 (“Arena”) as responsible entity of Arena REIT No. 1 and Arena REIT No.2. The information contained in this document is current only as at the date of this document or as otherwise stated herein. This document may not be reproduced or distributed without Arena’s prior written consent. The information contained in this document is not personal investment or financial product advice and is not intended to be used as the basis for making an investment decision. Arena has not considered the investment objectives, financial circumstances or particular needs of any particular recipient. You should consider your own financial situation, objectives and needs, conduct an independent investigation of, and if necessary obtain professional advice in relation to, this document. Past performance is not an indicator or guarantee of future performance.

The information in this document should be read together with the Meeting Booklet (containing a Notice of Meeting , Explanatory Memorandum and Prospectus) dated 4 November 2014.

Except as required by law, no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions, or as to the reasonableness of any assumption, contained in this document. By receiving this document and to the extent permitted by law, you release Arena and its directors, officers, employees, agents, advisers and associates from any liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or any loss or damage arising from negligence) arising as a result of the reliance by you or any other person on anything contained in or omitted from this document.

This document contains forward-looking statements including certain forecast financial information. The words “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “outlook”, “upside”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan”, and other similar expressions are intended to identify forward-looking statements. The forward-looking statements are made only as at the date of this announcement and involve known and unknown risks, uncertainties, assumptions and other factors, many of which are beyond the control of Arena and its directors. Such statements are not guarantees of future performance and actual results may differ materially from anticipated result, performance or achievements expressed or implied by the forward-looking statements. Other than as required by law, although they believe there is a reasonable basis for the forward-looking statements, neither Arena nor any other person (including any director, officer, or employee of Arena or any related body corporate) gives any representation, assurance or guarantee (express or implied) as to the accuracy or completeness of each forward-looking statement or that the occurrence of any event, result, performance or achievement will actually occur. You should not place undue reliance on any of the forward-looking statement.

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Arena REIT Internalisation Proposal | www.arenainvest.com.au

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