BLACKWALL LIMITED — AGM Information 2012

Sep 20, 2012

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Notice of Annual General Meeting and Ex lanator Memorandum p y

The 2012 Annual General Meeting of Shareholders of BlackWall Property Funds Limited ACN 146 935 131 will be held in the boardroom of BlackWall’s serviced office business, WT Serviced Offices, Level 1, 50 Yeo Street, Neutral Bay, NSW on Wednesday, 24 October 2012 at 11:15 am (Sydney time)

This Notice and Explanatory Memorandum has been prepared to assist Shareholders to understand the business to be put to Shareholders at the forthcoming Annual General Meeting of Shareholders.

Important Notice

No Investment Advice - You Should Seek Your Own Financial Advice

The information contained in the attached explanatory memorandum ( Explanatory Memorandum ) does not constitute financial product advice and has been prepared without reference to your particular investment objectives, financial situation, taxation position and needs. It is important that you read the entire Explanatory Memorandum before making any decision on how to vote on the resolutions. If you are in any doubt in relation to these matters, you should seek advice from your investment, financial, taxation or other professional adviser.

This Explanatory Memorandum contains details of the resolutions set out in the Notice of Meeting. This information is important. You should read the Explanatory Memorandum carefully in conjunction with the Notice of Meeting and seek your own independent advice.

It is very important that you vote on the resolutions. If you are unable to attend the Meeting in person, you should complete and return the enclosed proxy form so as to be received by Monday, 22 October 2012.

Entitlement to Vote

Individual Shareholders may vote in person or by proxy. A corporate Shareholder may vote by proxy or through a body corporate representative.

If you hold your shares jointly with another, please note that the holder appearing first in the share register is entitled to attend and vote the shares to the exclusion of the other holders.

Eligibility

It has been determined that under the Corporations Regulations 7.11.37, for the purposes of the meeting, securities will be taken to be held by the persons who are the registered holders at 7:00pm (Sydney time) on 22 October 2012. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Requirements for Resolutions

All of the resolutions are ordinary resolutions. Each ordinary resolution will be passed if more than 50% of votes cast by Shareholders entitled to vote on the resolution are cast in favour of the resolution.

Voting by Proxy

For details on voting by proxy please see the instructions set out on the personalised proxy form accompanying this notice of meeting. Proxy forms must be received by the Company’s share registry no later than 5:00pm on Monday, 22 October 2012.

In the interests of reducing costs to the Company of running meetings the Company requests that Shareholders lodge their proxies online by visiting:

www.investorvote.com.au

Notice Of Meeting

Notice is given that an Annual General Meeting ( Meeting ) of Shareholders of BlackWall Property Funds Limited ( BlackWall or the Company ) will be held at 11:15 am (Sydney time) on Wednesday, 24 October 2012 in the boardroom of BlackWall’s serviced office business, WT Serviced Offices, Level 1, 50 Yeo Street, Neutral Bay, NSW.

Item 1 - Financial Statements and Reports

To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report each for the financial year ended 30 June 2012.

Note: This item of business is for discussion and is not a resolution. However, pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, and make comments in relation to, each of the aforementioned reports during the consideration of these items.

Item 2 - Resolution 1 - Adoption of Remuneration Report

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

“That, for the purposes of section 250R of the Corporations Act and for all other purposes, the Remuneration Report as set out in the Directors’ Report for the financial year ended 30 June 2012, be adopted.”

Note: This resolution is an advisory resolution that does not bind the Directors or the Company.

Voting Prohibition Statement for Resolution 1

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

a) A member of the key management personnel, details of whose remuneration are included in the Remuneration Report: or

b) A closely related party of such a member.

However, a person described above may cast a vote on Resolution 1 if:

i) The person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

ii) The vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

Item 3 - Resolution 2 - Re-election of Joseph (Seph) Glew

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

“That Joseph (Seph) Glew, who retires by rotation as a director of the Company in accordance with Clause 6.1 (f) (1) (A) of the Company’s Constitution and, being eligible, having offered himself for re-election, be re-elected a director of the Company immediately upon the close of the Meeting.”

Voting Exclusion Statement for Resolution 2

The Company will disregard any votes cast on Resolution 2 by Seph Glew and any associate of Seph Glew. However, the Company need not disregard a vote if it is cast by:

 a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

 the person Chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By Order of the Board

Dated 18 September 2012

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Richard Hill

Chairman

BlackWall Property Funds

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Explanatory Memorandum

This Explanatory Memorandum is for the information of Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting of BlackWall Property Funds Limited to be held in the boardroom of BlackWall’s serviced office business, WT Serviced Offices, Level 1, 50 Yeo Street, Neutral Bay, NSW on Wednesday, 24 October, 2012 at 11:15am (Sydney time).

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions. If in any doubt about how you should vote, consult your financial or other professional adviser. The following information should be noted in respect of the various matters contained in the accompanying Notice.

Item 1 - Financial Statements and Reports

The Corporations Act requires the following reports in respect of the financial year ended 30 June 2012 to be laid before the Meeting:

o Financial Report (which includes financial statements and Directors’ declaration); o Directors’ Report (which includes the Remuneration Report); and o Auditor’s Report.

Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on these reports, and on the business, operations and management of BlackWall.

There is no requirement either in the Corporations Act or the Constitution for Shareholders to approve the Financial Report, the Directors’ Report (other than the Remuneration Report) or the Auditor’s Report.

Item 2 - Remuneration Report (Non-Binding)

Resolution 1

Section 250R(2) of the Corporations Act requires a listed company to put to its shareholders at each annual general meeting a resolution that the remuneration report be adopted. The report on the remuneration of the Company’s directors, executives and senior managers is included in the Company’s Annual Report. The resolution is being proposed to comply with this requirement.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

Section 250R(3) of the Corporations Act provides that the vote on the adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company. However, with effect from 1 July 2011, the Corporations Act was amended to require that if a company’s remuneration report receives an ‘against’ vote of 25 per cent or more at 2 consecutive annual general meetings, a resolution must be put at the later annual general meeting that another meeting be held (within 90 days) at which all directors (other than managing directors) who were in office at the date of that resolution must stand for re-election. So, in summary, Shareholders will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives “2 strikes”.

Item 3 - Re-election of Joseph (Seph) Glew

Resolution 2

Joseph (Seph) Glew was appointed a Director on 20 October 2010. In accordance with rule 6.1(f) of the Constitution (which provides that, while BlackWall is admitted to the Official List of the Australian Securities Exchange, one third of the Directors for the time being must retire from office at each annual general meeting, including any director who has not stood for re-election for three or more years), Seph Glew retires as a Director of BlackWall and, being eligible, seeks re-election as a Director of BlackWall. Seph’s profile is set out below.

Seph has worked in the commercial property industry in New Zealand, the USA and Australia. Seph has driven large scale property development and financial structuring for real estate for over 30 years. In addition, since the early 1990s Seph has run many “turn-around” processes in relation to distressed properties and property structures for both private and institutional property owners.

While working for the Housing Corporation of New Zealand and then AMP, Seph qualified as a registered valuer and holds a Bachelor of Commerce. In the 1980s he served as an Executive Director with New Zealand based property group Chase Corporation and as a non-executive director with a number of other listed companies in New Zealand and Australia. Seph was Chairman of formerly ASX listed Pelorus Property Group and he is now the Executive Chairman of Pelorus Private Equity Limited

Directors’ Recommendation

The continuing Directors unanimously recommend that Shareholders vote in favour of Resolution 2 to re-elect Seph Glew as a Director.

BlackWall Property Funds

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BlackWall Property Funds Limited ABN 37 146 935 131

Lodge your vote:



Online:

www.investorvote.com.au

 By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

By Fax:

(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

By Hand:

Level 4, 60 Carrington Street Sydney NSW 2000

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form



Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is:

Cast your proxy vote

Access the annual report

 PLEASE NOTE: For security reasons it is important that you keep your Review and update your shareholding SRN/HIN confidential.

 For your proxy form to be effective, it must be received by 5:00pm (AEDT) on Monday, 22 October 2012.

How to vote on items of business

All your shares will be voted in accordance with your directions.

Appointment of proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box, your proxy may vote as they choose (except in relation to Resolution 1 where you have appointed a member of the key management personnel of the company or one of their closely related parties as your proxy, in which case, your votes will not be voted on these items). If you mark more than one box on an item, your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of shares you wish to vote in the For, Against or Abstain boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of shares for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of shares for each in Step 1 overleaf.

A proxy need not be a shareholder of BlackWall Property Funds Limited. Default to the Chairman of the meeting: Any directed proxies that are not voted on a poll at the meeting will automatically default to the Chairman of the meeting, who is required to vote those proxies as directed.

Proxy voting by key management personnel: The key management personnel of BlackWall Property Funds Limited and their closely related parties will not be able to vote as your proxy on Resolution 1, unless you direct them how to vote. If you intend to appoint a member of the key management personnel or one of their closely related parties as your proxy, please ensure that you direct them how to vote on Resolution 1.

If you intend to appoint the Chairman of the meeting as your proxy, you can direct him how to vote by either marking the boxes for Resolution 1 (for example if you wish to vote against or abstain from voting) or by marking the Chairman’s box on the proxy form (in which case the Chairman of the meeting will vote in favor of these items of business).

Signing instructions (other than for forms lodged online)

Individual: Where the holding is in one name, the shareholder must sign. Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Companies: Where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (under section 204A of the Corporations Act 2001) does not have a company secretary, a sole director may sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable. Power of Attorney: If you sign this form under authority given under a power of attorney, you must attach the original or a certified copy of that power of attorney to this proxy form when you return it to BlackWall Property Funds Limited or Computershare, unless you have already lodged the original power of attorney or a certified copy of it with BlackWall Property Funds Limited or Computershare.

Attending the meeting

If you are a representative of a corporate shareholder or a corporate proxy and you intend to attend the meeting, you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” or equivalent document evidencing your appointment as a representative to BlackWall Property Funds Limited or Computershare before the meeting. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the "Information" tab, "Downloadable Forms".

GO ONLINE TO VOTE,  or turn over to complete the form

155655_6_Proxy_Runons/000001/000001

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Please complete steps 1, 2 and 3

Appoint a proxy to vote on your behalf

I/We being a member/s of BlackWall Property Funds Limited hereby appoint

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the Chairman OR of the Meeting



PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 to act generally at the meeting 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) at the Annual General Meeting of BlackWall Property Funds Limited to be held at WT Serviced Offices, Level 1, 50 Yeo Street, Neutral Bay, NSW on Wednesday, 24 October 2012 at 11:15am (AEDT) and at any adjournment of that meeting.

Directing the Chairman how to vote

• Important for Resolution 1 If the Chairman of the meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the meeting to vote in accordance with the Chairman's voting intentions set out below and in the Notice of Meeting (except where you have indicated a different voting intention below). If you do not mark this box, and you have not directed your proxy how to vote on Resolution 1, the Chairman of the meeting will not cast your votes on those items and your votes will not be counted in calculating the required majority if a poll is called on those items.

The Chairman of the meeting intends to vote all available proxies in favor of Resolution 1 of business.

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I/We direct the Chairman of the meeting to vote in accordance with the Chairman's voting intentions on Resolution 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the meeting may exercise my/our proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel and even if the Chairman of the meeting has an interest in the outcome of these items, and votes cast by him (other than as proxy holder) would be disregarded because of that interest.

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Items of Business 

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

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• 1 Remuneration Report

• 2 Re-election of Mr Joseph (Seph) Glew

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
Signature of Shareholders(s) This section must be completed.
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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