MUSTERA PROPERTY GROUP LIMITED — Proxy Solicitation & Information Statement 2015

May 13, 2015

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N O T I C E O F E X T R A O R D I N A R Y G E N E R A L M E E T I N G E X P L A N A T O R Y S T A T E M E N T

P R O X Y F O R M

Date of Meeting

Monday 15 June 2015

Time of Meeting

10.00 a.m. (WST)

Place of Meeting

79 Broadway Nedlands WA 6009

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of
Mustera Property Group Limited (Company or Mustera) is to
be held at:
Venue: 79 Broadway
Nedlands WA 6009
Date: Monday, 15 June 2015
Time: 10.00 a.m. (WST)
This Notice of Meeting (Notice) should be read in conjunction
with the accompanying Explanatory Statement.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company in advance of the meeting or handed in at the meeting when registering as a corporate representative.

BY ORDER OF THE BOARD

Agenda

Resolution 1 – Approval of issue of up to 27,500,000 Shares to raise up to $5,500,000

Kim Hogg Company Secretary 14 May 2015

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

• “That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 27,500,000 Shares at an issue price of $0.20 per Share to raise up to $5,500,000 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this resolution by any person who may participate in the issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associate of those persons.

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 direction on the proxy form, or it is cast by 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.

Explanatory Statement

The Explanatory Statement accompanying this Notice is incorporated in and comprises part of this Notice. Shareholders are referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice and the Explanatory Satement.

Proxies

Please note that:

• A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on behalf of the member.

• A proxy need not be a member of the Company, but must be a natural person (not a corporation). A proxy may also be appointed by reference to an office held by the proxy (eg “the Company Secretary”).

• Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the member’s voting rights. If no such proportion is specified, each proxy may exercise half of the member’s votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Voting Entitlements

For the purposes of section 1074E(2) of the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that members holding ordinary shares as set out in the Company’s share register at 10.00 a.m. WST on Saturday, 13 June 2015 will be entitled to attend and vote at the Meeting.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Extraordinary General Meeting of Mustera Property Group Limited ( Company or Mustera ).

The directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the resolutions.

Resolution 1 – Approval of issue of up to 27,500,000 Shares to raise up to $5,500,000

The effect of resolution 1 will be to allow the Company to issue the Shares pursuant to the capital raising during the period of 3 months after the Extraordinary General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Listing Rule 7.3 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to Listing Rule 7.1:

• (a) The maximum number of securities to be issued by the Company is 27,500,000 Shares.

• (b) The Shares will be issued no later than 3 months after the date of this Meeting (or such later date as is permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated that the issue of the Shares will occur on the same date.

Glossary

$ means an Australian dollar.

ASX means ASX Limited (ACN 008 624 691) and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the board of directors of the Company.

Company or Mustera means Mustera Property Group Limited (ACN 142 375 522).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a Director of the Company and Directors means the directors of the Company.

Explanatory Statement means this explanatory statement accompanying the Notice of Extraordinary General Meeting.

Listing Rules mean the official listing rules of ASX.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a member of the Company.

WST means Western Standard Time, as observed in Perth, Western Australia.

• (c) The Shares will be issued at $0.20 per share.

• (d) As at the date of this Notice, the identity of the investors is not known. However, all the investors of the Shares will be international and domestic institutional and sophisticated investors, none of whom will be related parties of the Company.

• (e) The Shares will be issued on the same terms as, and rank equally in all respects with, the existing Shares issued in the capital of the Company.

• (f) The funds raised from the issue of the Shares will be applied towards the Company’s activities including:

1. Lot 803 Foundry Road, Midland – The Company has progressed the project through design and has undertaken a competitive tender for construction works. The Company will apply funds through the issue of Shares towards the equity funding required to complete the construction of the project;

2. Lot 801 Helena Street, Midland – The Company is in the process of due diligence for the acquisition of Lot 801 Helena Street. In the event of a decision to invest, the Company will apply the funds through the issue of Shares towards funding the acquisition, design and approval stages of the project; and

3. Other working capital requirements.

Board recommendation

The Board recommends Shareholders vote in favour of the Resolution.

Voting intention

The Chairman of the meeting intends to vote all undirected proxies in favour of Resolution 1.

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P R O X Y F O R M

MR SAM SAMPLE UNIT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE WA 6060

Appointment of Proxy

I/We being a member/s of Mustera Property Group Ltd and entitled to attend and vote hereby appoint

the Chairman of theMeeting OR PLEASE blank if NOTE you have : Leaveselectedthis boxthe Chairman of the Meeting. Do not (mark with an ‘X’) insert your own name(s).

or if no person 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 Extraordinary General Meeting of Mustera Property Group Ltd to be held at 79 Broadway, Nedlands, WA 6009, on Monday, 15 June 2015 commencing at 10:00 a.m. (WST) and at any adjournment of that meeting.

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

Note: You can direct the Chairman how to vote by marking the boxes below (for example if you wish to vote against or abstain from voting).

Voting directions to your proxy – please mark to indicate your directions

FOR 1. Approval of issue of up to 27,500,000 Shares 	AGAINST 	ABSTAIN
		

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

Please sign here

THIS SECTION MUST BE SIGNED IN ACCORDANCE WITH THE INSTRUCTIONS OVERLEAF TO ENABLE YOUR DIRECTIONS TO BE IMPLEMENTED.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/ Sole Director and Director Director/ Company Secretary Sole Company Secretary Contact Name Contact Daytime Telephone

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H O W T O C O M P L E T E T H E P R O X Y F O R M

1. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting, please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the Company.

If you have appointed a company as your proxy and a representative of that company wishes to attend the meeting, the representative will be required to provide the Company with the appropriate written documentation evidencing that the person is a representative of the proxy. Should you require it, the Company will provide you with a corporate representative form free of charge. Please contact the Company Secretary if you require a corporate representative form.

2. Voting on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3. Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company Secretary or you may copy this form.

To appoint a second proxy you must state on each of the first Proxy Form and the second Proxy Form the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. Please return both forms together in the same envelope if posting.

4. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company.

5. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the Company’s registered office or at the address given below no later than 10:00 a.m. (WST) on Saturday, 13 June 2015. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by post or facsimile to Mustera Property Group Ltd:-

PO Box 3438 Nedlands WA 6909

Fax: (61-8) 6389 2588