BLACKWALL LIMITED — AGM Information 2015

Oct 5, 2015

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Notice of Annual General Meeting and Ex lanator Memorandum p y

The 2015 Annual General Meeting of Shareholders of BlackWall Property Funds Limited ACN 146 935 131 will be held at BlackWall Property Funds Limited 50 Yeo Street, Neutral Bay, NSW on Friday, 23 October 2015 at 11:00 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.

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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 7.00 pm (Sydney time) on Wednesday 21 October 2015. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Requirements for 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.

A special resolution will be passed is at least 75% 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 11:00 am on Wednesday, 21 October 2015.

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

BlackWall Property Funds

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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 11:00 am (Sydney time) on Friday, 23 October 2015 BlackWall Property Funds Limited, 50 Yeo Street, Neutral Bay, NSW.

ORDINARY BUSINESS

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 2015.

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, to 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 2015, 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:

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

• (b) 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.”

By Order of the Board

Dated 18 September 2015

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Richard Hill

Chairman

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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 at BlackWall Property Funds Limited, 50 Yeo Street, Neutral Bay, NSW on Friday, 23 October 2015 at 11:00 am (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 2015 to be laid before the Meeting:

• Financial Report (which includes financial statements and Directors’ declaration);

• Directors’ Report (which includes the Remuneration Report); and

• 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 key management personnel 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, 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

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 turnaround 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.

Directors’ Recommendation

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

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BlackWall Property Funds Limited ABN 37 146 935 131

All general correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3000 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 www.investorcentre.com/contact www.computershare.com

T 000002 000 BWFRM MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in BlackWall Property Funds Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following:

• Securityholder Reference Number (SRN);

• ASX trading code;

• Name of company in which security is held;

• Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

BlackWall Property Funds Limited

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BlackWall Property Funds Limited ABN 37 146 935 131

Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

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

T 000001 000 BWF MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

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

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Vote and view the annual report online

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• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I 9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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• For your vote to be effective it must be received by 11:00am (Sydney time) on Wednesday, 21 October 2015

How to Vote on Items of Business

All your securities 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 or abstain as they choose (to the extent permitted by law). 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 securities you wish to vote in the For, Against or Abstain box or 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 securities 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 securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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 (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also 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.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

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

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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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. I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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

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the Chairman of the Meeting

OR

� 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of BlackWall Property Funds Limited to be held at BlackWall Property Funds Limited, 50 Yeo Street, Neutral Bay NSW on Friday, 23 October 2015 at 11:00am (Sydney time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on item 1 (except where I/we have indicated a different voting intention below) even though item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on item 1 by marking the appropriate box in step 2 below.

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.

• 1 Adoption of Remuneration Report

• 2 Re-election of Joseph (Seph) Glew

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
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Contact
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