ARENA REIT. — AGM Information 2017

Nov 14, 2017

15 NOVEMBER 2017

ANNUAL GENERAL MEETING – CHAIRMAN’S ADDRESS AND PRESENTATION

Good morning ladies and gentlemen and welcome to the general meetings of unitholders in Arena REIT No. 1 and Arena REIT No. 2 (together, the Trusts) and the annual general meeting of shareholders in Arena REIT Limited (the Company), which together constitute Arena REIT’s 2017 Annual General Meeting (AGM).

My name is David Ross and I am the Independent Chairman of the Board of Directors of Arena REIT Limited and of the Board of Directors of Arena REIT Management Limited (the Responsible Entity of the Trusts) and I have been appointed as the chairman of today’s meeting.

The time is now 10am and a quorum is present. I therefore declare the meeting open.

Please take a moment to ensure that your mobile phones are turned to silent.

Allow me to introduce to you the other members of your Board of Directors:

• Bryce Mitchelson, Managing Director;

• Gareth Winter, CFO and Company Secretary;

• Dennis Wildenburg, Independent Non-Executive Director; and

• Simon Parsons, Independent Non-Executive Director.

The Board has two committees, an Audit Committee and a Remuneration & Nomination Committee which are comprised of only the Independent Directors.

Also with us today are:

• Members of the Arena management team;

• Elizabeth O’Brien, Partner, Charles Christie, Partner and Leona Goh, Audit Manager, representing PWC, Arena’s Auditor;

• John Hutchinson, representing Hall & Wilcox, Arena’s Corporate Legal Advisor; and

• Emma Collins, Returning Officer, Boardroom Limited.

The Board and Management look forward to meeting with securityholders at the conclusion of the meeting.

Arena REIT Limited (ACN 602 365 186) Arena REIT Management Limited (ACN 600 069 761 AFSL No. 465754) as responsible entity of Arena REIT No. 1 (ARSN 106 891 641) and Arena REIT No. 2 (ARSN 101 067 878) Level 5, 41 Exhibition Street Locked Bag 32002 Collins Street East Melbourne VIC 3000 Melbourne VIC 8003 www.arena.com.au info@arena.com.au

Locked Bag 32002 Collins Street East T +61 3 9093 9000 Melbourne VIC 8003 Freecall 1800 008 494 info@arena.com.au F +61 3 9093 9093

Arena REIT (ASX:ARF) ASX Announcement 15 November 2017

Agenda

The agenda for today’s meeting includes a brief presentation from me followed by a presentation from Arena’s Managing Director, Bryce Mitchelson on the operating performance of Arena in the 2017 financial year and the outlook for the 2018 financial year.

We will then move to general questions followed by the formal business of the meeting, being consideration and voting on five resolutions.

Securityholder returns

As we head into our fifth year listed on the ASX, I am proud to report on another year of positive financial performance and operational achievements for Arena.

We finished the 2017 financial year with an annual ASX total securityholder return of 19.8%, a significant achievement when compared to the ASX 300 A-REIT index annual total return of -5.6%.

Since inception we have consistently outperformed the average total return for the A-REIT sector each year.

On a three year basis, Arena’s compound annual return was 31.0% per annum, which significantly outperformed the ASX 300 A-REIT sector return of 12.2% per annum over that period.

We see these outcomes as an endorsement of both our strategy and our ability to deliver against our investment objective – to generate attractive and predictable distributions to investors with earnings growth prospects over the medium to long term.

Financial performance

Arena’s financial performance has again been strong, with net operating profit, or distributable income, of $28.7 million recorded for the year, up 12% on our 2016 result.

This was primarily as a result of growing rental income from annual rent reviews and new income from the four developments completed in 2016 and a record eight development projects completed in 2017.

We delivered on our upgraded distribution guidance of 12.0 cents per security, with underlying earnings per security of 12.3 cents, an increase of 11% over FY16.

Following the development project completions and the revaluation of the portfolio, Arena’s total assets increased to $621.3 million, and pleasingly we finished the year with a Net Asset Value per security of $1.84, up 19% on 30 June 2016.

The post year end $55 million equity raising has reduced gearing and further improved our capacity to access new opportunities to grow income and enhance portfolio value and quality.

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Arena REIT (ASX:ARF) ASX Announcement 15 November 2017

Remuneration

Reflecting on these positive financial outcomes achieved for the year, I can confirm that the management team substantially met the 2017 KPI’s set by the Board – delivering significant growth in earnings and distributions and achieving a range of other non-financial objectives.

The performance objectives have been reset for FY18, and have been designed to incentivise management to continue to achieve superior long-term performance outcomes for investors, taking into account prevailing market conditions.

In addition, the Short Term Incentive (STI) plan has been modified to introduce a deferred component – with 50% to be paid by the issue of Arena securities after 12 months – with the objective of increasing employee alignment with securityholders and retention.

The Board believes the current remuneration framework, which is outlined in the Remuneration Report section of the 2017 Annual Report, aligns the interests of the management team and enables Arena to continue to attract and retain a high quality and committed management team.

Strategy and operational performance

Strategically, we continue to focus on providing long term accommodation solutions to operators of social infrastructure, with our investments in early learning centres and healthcare properties to date delivering an attractive average total direct property portfolio return since listing of 19% per annum.

Operationally we continue to differentiate Arena’s brand in the marketplace through our partnership approach, priding ourselves on our ability to work collaboratively with our tenants and business partners to deliver outstanding results.

During the year we extended the portfolio’s weighted average lease expiry to 12.8 years by partnering with tenants to extend, renew or renegotiate over 50% of our leases – enabling us to enhance both the long term value of our tenant’s businesses and the growth and predictability of Arena’s rental income stream.

In our development portfolio, we partnered with existing tenants to secure new sites, and design, develop and construct purpose built properties to add to the portfolio.

Our preferred investment characteristics remain unchanged – our focus is on a combination of:

• long lease terms;

• premises that have strategic importance to tenant operations;

• tenants of high credit quality; and

• leases where outgoings and capex obligations rest with the tenant rather than the landlord.

As a long-term investor, our focus is on maximising the quality of our portfolio, through the sale of assets that no longer fit our investment criteria, the enhancement of existing properties, and the development of new high quality assets. Pleasingly, we sold two assets at a premium to the prior

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Arena REIT (ASX:ARF) ASX Announcement 15 November 2017

valuation, completed eight developments and added a further five development projects to the portfolio over the course of 2017.

When combined with the $65 million development portfolio acquisition announced in July 2017, Arena’s development pipeline now comprises 18 projects with a total forecast cost of $113 million.

The management team’s focus for 2018 remains active management of the existing portfolio, successful execution of our significantly expanded development pipeline, and identifying new opportunities for investment.

As investor interest in social infrastructure real estate continues to grow, we believe our specialised management and development expertise, execution track record and successful partnering reputation are key differentiators for operators looking for a long term real estate partner.

Outlook

As we head into 2018 we are well placed to continue to deliver against our investment objective – to generate attractive and predictable distributions to investors with earnings growth prospects over the medium to long term – with our structured annual rental reviews continuing to generate income growth and our accretive development pipeline providing a further uplift.

As in previous years, I am pleased to advise that we are forecasting distribution growth, reconfirming the distribution guidance we provided in July 2017 for the 2018 financial year of 12.8 cents per security – reflecting growth of 6.7% over the 2017 financial year.

Conclusion

Before handing over to Bryce I would like to take the opportunity on behalf of the Board and the management team to publicly thank all of our securityholders, tenants and business partners for their continued support.

On behalf of the Board I would also like to acknowledge and express appreciation to our management team for their ongoing commitment and contribution to Arena’s performance.

David Ross Chairman 15 November 2017

– ENDS –

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Arena REIT (ASX:ARF) ASX Announcement 15 November 2017

For further information, please contact: Bryce Mitchelson Managing Director +61 3 9093 9000 bryce.mitchelson@arena.com.au

Susie McPherson Head of Investor Relations and Marketing +61 3 9093 9000 susie.mcpherson@arena.com.au

About Arena REIT

Arena REIT is an ASX300 listed property group that owns, manages and develops specialised real estate assets across Australia. Our current portfolio of social infrastructure assets is leased to a diversified tenant base in the growing early learning and healthcare sectors. To find out more, please visit www.arena.com.au

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Agenda

Chairman’s Address	3
Managing Director’s presentation	8
Questions	17
Formal business	18
Concluding remarks	24

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Track record of outperformance

Strong FY17 result building on successful track record for investors

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ASX annual total securityholder return (%)
FY17 annual total
securityholder
return 50%
37.6%
19.8% 40% 36.3%
26.7%
30%
24.6%
20.2%
19.8%
20%
Three year annual
compound total 11.1%
securityholder 10%
return
0%
31.0% pa FY14 FY15 FY16 FY17
-5.6%
-10%
ARF ASX 300 A-REIT Index
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FY17 financial highlights

Strong FY17 results

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Statutory Net Net Operating Earnings per Distributions per
Profit Profit security (EPS) [1] security (DPS)
Increase
$96.8m $28.7m 12.3 cents 30% 12.0 cents
profit by
+33% +12% +11% +10%
Total Assets Revaluation uplift Net Asset Value Gearing
per security
Increase
$621.3m $66.1m $1.84 27.5%
profit by
+21% +12.6% +19% +70bps
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1 Earnings per security (EPS) calculated as Net Operating Profit over weighted average number of securities on issue.

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Portfolio strategy

Value-adding business model focussed on specialised real estate

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SOCIAL
INFRASTRUCTURE
REAL ESTATE
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Preferred property characteristics

• Relatively long lease terms

• Premises that have strategic importance to tenant operations

• High credit quality tenants

• Tenants responsible for all, or substantially all, of the statutory and operating outgoings and costs including land tax, insurance, electricity, repairs and maintenance, including of a capital or structural nature

• Reversionary capital value risk can be effectively managed

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Delivering on investment objective:

To generate attractive and predictable distributions to investors with earnings growth prospects over the medium to long term

Earnings and Distributions per security (cents)

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16
14
12.8
12.3
12.0
12 11.1
10.9
10.0 10.2
10
8.8 8.9
8.0 8.2
8
6
4
2
-
FY13 FY14 FY15 FY16 FY17 FY18 DPS FY18
Guidance
DPS (cents) EPS (cents)
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1 FY18 Distribution guidance is estimated on a status quo basis assuming no new acquisitions or disposals, all developments in progress are completed in line with forecast assumptions, and tenants comply with their lease obligations. Forecast FY18 distribution per security growth and five year forecast DPS Compound Annual Growth Rate (CAGR) are based on FY18 distribution guidance.

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FY17 financial performance drivers

Active portfolio and capital management underpin EPS growth of 11%

Highlights

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Contributors to EPS growth (cents)
• Growth in income from:
14
− Like-for like annual rental
income growth of 4.3%
13 (6.8% on market rent
0.21 12.30 reviews)
0.55
− New income from
12
0.56 0.13
( ) acquisitions and
11.11 developments completed
11 in FY16 and FY17
• Finance costs increased due to
higher borrowing amount;
10 partially offset by lower
borrowing costs
•
9 Operating costs relatively
stable
8
FY16 EPS Like-for-like rental Completed Borrowing costs/ Net operating FY17 EPS
income growth developments, Funding mix expenses and
acquisitions and other income
disposals
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• Finance costs increased due to higher borrowing amount; partially offset by lower borrowing costs

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FY17 financial position

Increase in NAV per security of 19%

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Net Asset Value (NAV) per security
($)
Highlights
2.00 1.84
1.54
1.50 1.33 • Net asset value per security
1.13
1.02 increased 19% to $1.84 following
1.00 $66 million increase in valuations
0.50 • Total Assets increased by 21% to
$621.3 million
0.00
FY13 FY14 FY15 FY16 FY17 • $30 million increase in borrowing
facility to $205 million ($171
($m) Total Assets, Borrowing and Gearing
million drawn) to fund growth
$700 40%
$600 • Subsequent events
35% −
$500 $65 million development portfolio
33.3%
$400 acquisition announced in July 2017
29.1% 30% −
$300 Funded via $55 million equity
26.8% 27.5%
placement and $10 million Security
$200
25% Purchase Plan
$100
$0 20%
30 June 2014 30 June 2015 30 June 2016 30-Jun-17
Total Assets (LHS) Borrowings (LHS) Gearing (RHS)
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Portfolio highlights

Portfolio defensive characteristics enhanced

• 100% occupancy maintained

• 129 lease extensions/renegotiations/ renewals completed

• Weighted average lease expiry (WALE) extended to 12.8 years

• Only 3.2% of portfolio income subject to expiry in next five years

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WALE (years)
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14 12.8
12
10.6
9.7
10 8.3 8.7 8.5 8.9 8.9 8.8
8
6
4
2
0
Jun-13 Dec-13 Jun-14 Dec-14 Jun-15 Dec-15 Jun-16 Dec-16 Jun-17
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Lease Expiry Profile (by income) (30 June 2017)

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25%
18.5% Early Learning Healthcare
20%
15%
12.1%
10.2% 11.3%
8.8% 9.3%
10%
6.7% 7.7%
2.9%
5% 2.3% 3.5%
1.8% 0.3% 0.4% 1.1%
0.6% 0.3% 0.5% [0.6% ]
0%
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Eight ELC developments completed in FY17

Meeting Arena’s development project criteria and delivering competitive advantage to operators

	Total cost ($m)	Initial yield on cost (%)	Lease term (yrs)	Long day care places
Leasehold properties Heather Grove, VIC Pakenham, VIC Casey Central, VIC	2.5 2.5 2.5	8.7 8.7 8.7	26 26 26	104 104 104
Mernda South, VIC	2.6	8.7	26	104
Epping North, VIC	2.5	8.7	26	104
Freehold properties
Horsham, VIC	3.1	8.8	20	100
Epsom, VIC	2.7	8.0	15	130
Stage 2 – Griffin, QLD	2.0	8.3	20	54
Total/Weighted	20.4	8.6	23	804
average

• Favourable physical locations

• Supportive demographics

• Sustainable rents

• Arena preferred lease terms

• Purpose built and flexible design

• Specialist partners

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YMCA Heather Grove VIC, completed December 2016

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ELC development pipeline $113 million

Seventeen projects due for completion in FY18; one project in FY19

Arena pipeline1	Arena originates site, secures tenant and constructs	Fund through structure2	Total pipeline
Number of projects	6	12	18
Forecast total cost	$31m	$82m	$113m
Portfolio initial yield on cost	7.7%	6.3%	6.6%
Capex amount outstanding	$9m	$40m	$49m

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Paisley Park ELC Chadstone VIC, completed July 2017
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Development pipeline by state (by total cost)
2% 6%
VIC
34% NSW
31% TAS
QLD
NT
6% 22% SA
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1 One further project in feasibility not included.

• 2 A fund through acquisition involves the acquisition of land and progressive payment of development costs on which a return is derived.

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Portfolio well diversified

Early Learning 86% of portfolio value; Healthcare 14% of portfolio value

Tenant diversification (by income)

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3% Goodstart Early
4% 7% Learning
Primary Health Care
5% Affinity Education
40%
5% Oxanda Childcare
5% Petit Early Learning
Journey
G8 Education
15%
Green Leaves Early
Learning Centres
15% YMCA
Other
Geographic diversification (by value)
2% [2% 1% ]
QLD
8%
VIC
33% NSW
WA
22%
SA
TAS
NT
32%
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Outlook

Sector fundamentals sound; Arena well positioned to explore future growth opportunities

• Annual rental growth underpinned by high proportion of reviews that are fixed or greater of 2.5% or CPI – advantageous in a low inflation environment

• Growing demand for social infrastructure services and real estate supporting capital values

• Increased in federal government funding for childcare sector to commence July 2018

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FY18 DPS
guidance
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12.8 cents [1]
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+6.7%

• Arena continues to monitor increase in ELC supply and position portfolio to mitigate potential impacts

• Development pipeline expanded to 18 projects with total forecast cost of $113 million – 17 forecast to complete in FY18

• Equity raising has provided additional capacity to explore future growth opportunities

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1 FY18 Distribution guidance is estimated on a status quo basis assuming no new acquisitions or disposals, all developments in progress are completed in line with forecast assumptions, and tenants comply with their lease obligations.

Arena REIT / 2017 Annual General Meeting / www.arena.com.au

Solid investment case

Positioned to deliver predictable and growing earnings with a scalable business model

Predictable income stream

Quality portfolio with annual rent reviews and long WALE

Equity raising has increased capacity to fund new growth opportunities

Active capital manager

Arena platform

Population growing and Supportive ageing, government policy macroeconomic focussed on efficient themes service delivery and economic productivity

Stable cost base with experienced management team

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Efficient and Accretive scalable development business model pipeline

Development pipeline is earnings accretive and diversified by location, tenant and risk profile

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Ordinary Business

Resolution 1: Non-binding advisory vote on the Remuneration Report

To consider and, if thought fit, to pass the following as an advisory resolution of the Company:

‘That the Remuneration Report for the financial year ended 30 June 2017 be adopted.’

Proxy votes

	For	Open	Against	Abstain
%	98.68%	0.94%	0.38%	-
Votes	152,250,682	1,453,969	585,266	1,741,614

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Other Business

Resolution 2: Re-election of Mr David Ross as a director of the Company

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

‘That Mr David Ross, who was appointed on incorporation of the Company on 16 October 2014 in accordance with ASX Listing Rules 14.4 and 14.5 and, being eligible, offers himself for re-election, be re-elected as a director of the Company.’

Proxy votes

	For	Open	Against	Abstain
%	98.11%	0.91%	0.98%	-
Votes	152,863,768	1,421,674	1,521,941	224,148

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Other Business

Resolution 3: Ratification of Institutional Placement

To consider and, if thought fit, to pass the following resolutions as separate ordinary resolutions of the Company and each of the Trusts:

‘That for the purpose of ASX Listing Rule 7.4 and for all other purposes, the previous issue of 27,093,596 Securities at an issue price of $2.03 per security, under a placement to institutional investors as detailed in the Explanatory Memorandum (Placement), is ratified’.’

Proxy votes

	For	Open	Against	Abstain
%	95.00%	4.88%	0.12%	-
Votes	28,982,852	1,488,228	37,449	321,592

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Other Business

Resolution 4: Grant of Performance Rights to Mr Bryce Mitchelson

To consider and, if thought fit, to pass the following resolutions as separate ordinary resolutions of the Company and each of the Trusts:

‘That for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant to the Managing Director, Mr Bryce Mitchelson, of Performance Rights as his long term incentive under the Arena REIT Long Term Incentive Plan on the terms set out in the Explanatory Memorandum to this Notice of Meeting, is approved.’

Proxy votes

	For	Open	Against	Abstain
%	96.72%	0.93%	2.35%	-
Votes	150,618,548	1,452,469	3,664,654	295,860

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Other Business

Resolution 5: Grant of Performance Rights to Mr Gareth Winter

To consider and, if thought fit, to pass the following resolutions as separate ordinary resolutions of the Company and each of the Trusts:

‘That for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant to the Chief Financial Officer, Mr Gareth Winter, of Performance Rights as his long term incentive under the Arena REIT Long Term Incentive Plan on the terms set out in the Explanatory Memorandum to this Notice of Meeting, is approved.’

Proxy votes

	For	Open	Against	Abstain
%	96.72%	0.93%	2.35%	-
Votes	150,618,548	1,452,469	3,664,654	295,860

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Important notice

This presentation has been prepared by Arena REIT (Arena) comprising Arena REIT Limited (ACN 602 365 186), Arena REIT Management Limited (ACN 600 069 761 AFSL No. 465754) as responsible entity of Arena REIT No.1 (ARSN 106 891 641) and Arena REIT No.2 (ARSN 101 067 878). The information contained in this document is current only as at 30 June 2017 or as otherwise stated herein. This document is for information purposes only and only intended for the audience to whom it is presented. This document contains selected information and should be read in conjunction with the Annual Report for the year ended 30 June 2017 lodged with the ASX on 28 September 2017 and other ASX announcements released from time to time. This document may not be reproduced or distributed without Arena’s prior written consent. The information contained in this document is not 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.

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 certain forward-looking statements along with certain forecast financial information. The words “anticipate”, “believe”, “expect”, “project”, “forecast”, “guidance”, “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 document and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of Arena and its directors. Such statements reflect the current expectations of Arena concerning future results and events, and are not guarantees of future performance. Actual results or outcomes for Arena may differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements or forecasts. Other than as required by law, although they believe that 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) that the occurrence of these events, or the results, performance or achievements expressed in or implied by any forward-looking statements in this announcement will actually occur and you are cautioned not to place undue reliance on such forward-looking statements. Risk factors (which could be unknown or unpredictable or result from a variation in the assumptions underlying the forecasts) could cause actual results to differ materially from those expressed, implied or projected in any forward-looking statements or forecast. Past performance is not an indicator or guarantee of future performance or results.

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