RURAL FUNDS GROUP — Proxy Solicitation & Information Statement 2018

Jul 17, 2018

ASX Release 18 July 2018

Subject: Dispatch of retail offer and meeting documents

Rural Funds Management Limited ("RFM"), as responsible entity and manager of the Rural Funds Group ("RFF"), has dispatched the retail offer booklet and personalised entitlement and acceptance form ("Offer Documents") to RFF unitholders eligible to participate in the retail component of RFF's accelerated pro rata non-renounceable entitlement offer, as announced on Thursday, 12 July 2018 ("Retail Entitlement Offer").

Units in RFF recommenced trading on an ex-entitlement basis from market open on Friday, 13 July 2018.

RFM has also dispatched the Explanatory Memorandum and Notice of Meetings, which include the personalised proxy form, ("Meeting Documents") to RFF unitholders, ahead of the general meetings to take place on Friday, 10 August 2018. A template proxy form is included in this announcement. To vote by proxy, Unitholders should obtain a copy of their personalised proxy form.

Those unitholders who have elected to receive notices by email will be sent a direct link to the Offer Documents and the Meeting Documents. All other unitholders will receive their documents by post.

Further details about the Retail Entitlement Offer are set out in the Offer Documents. Further details about the unitholder meetings are set out in the Meeting Documents. If you have any questions about the either the Retail Entitlement Offer or the Meetings, please contact Investor Services on 1800 026 665 (within Australia) or +61 2 6203 9700 (outside Australia) from 8.30am to 5.00pm (AEST), Monday to Friday.

-ends-

Important notice

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

About Rural Funds Group (RFF)

RFF owns a diversified portfolio of high quality Australian agricultural assets. RFF's investment objective is to generate a stable income stream derived from leasing its assets to suitable counterparts and capital growth through any appreciation in the value of those assets. RFF is a stapled security, incorporating Rural Funds Trust (ARSN 112 951 578) and RF Active (ARSN 168 740 805), trading under the ASX code 'RFF'. Rural Funds Management Ltd (RFM) is the responsible entity of RFF.

David Bryant

Managing Director Rural Funds Management T 02 6203 9700 E DBryant@ruralfunds.com.au

Stuart Waight

Executive Manager Rural Funds Management T 0419 126 689 E SWaight@ruralfunds.com.au

For further information: For media enquiries: For investor relations enquiries:

James Powell

General Manager – Investor Relations & Marketing Rural Funds Management T 0420 279 374 E JPowell@ruralfunds.com.au

Comprising: Rural Funds Trust ARSN 112 952 578 and RF Active ARSN 168 740 805

All correspondence to:

	By Mail	Boardroom Pty LimitedGPO Box 3993Sydney NSW 2001 Australia
	By Fax:	+61 2 9290 9655
	Online:	www.boardroomlimited.com.au
		By Phone: (within Australia) 1300 737 760
		(outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:30am (AEST) on Wednesday 8 August 2018.

HOW TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meetings as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meetings as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meetings, the Chair of the Meetings will be your proxy. A proxy need not be a security holder of Rural Funds Group. Do not write the name of the issuer Rural Funds Group or the registered securityholder in the space. Sample Only

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meetings and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting Rural Funds Group's securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the 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 securities are to be voted on any item by inserting the percentage or number that 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 for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meetings must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from Rural Funds Group's registry.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meetings, therefore by 10:30am (AEST) on Wednesday, 8 August 2018. Any Proxy Form received after that time will not be valid for the scheduled meetings.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

By Fax	+ 61 2 9290 9655
 By Mail	Boardroom Pty LimitedGPO Box 3993Sydney NSW 2001 Australia
In Person	Boardroom Pty LimitedLevel 12, 225 George Street,Sydney NSW 2000 Australia

Attending the Meetings

If you wish to attend the meetings please bring this form with you to assist registration. Please also advise RFM Investor Services of your intention to attend by calling +61 2 6203 9700

Your Address

This is your address as it appears on the Securityholders registers. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.

Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1	APPOINT A PROXY
	I/We being a member/s of Rural Funds Group and entitled to attend and vote hereby appoint:
	the Chair of the Meetings (mark box)
	appointing as your proxy below	OR if you are NOT appointing the Chair of the Meetings as your proxy, please write the name of the person or body corporate (excluding the registered securityholders) you are
	intends to vote all undirected proxies in favour of the Resolution.	OR failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meetings as my/our proxy at the General Meetings of RuralFunds Group to be held at the Primus Hotel Sydney, 339 Pitt Street, Sydney on Friday, 10 August 2018 at 10:30am (AEST) and at any adjournment of those meetings, toact 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.Rural Funds Management Limited has appointed Mr Sean Robertson of McCullough Robertson to Chair the Meetings. Mr Robertson as Chair of the meetings has indicated he	yln
STEP2	VOTING DIRECTIONSbe counted in calculating the required majority if a poll is called.	O* 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 vote will not
Resolution 1	Approval of the Guarantee	el	For	AgainstAbstain*
STEP3	SIGNATURE OF SECURITYHOLDERThis form must be signed to enable your directions to be implemented.	pm
Individual or Securityholder 1		Securityholder 2		Securityholder 3
	a
SSole Director and Sole Company Secretary		Director		Director / Company Secretary
	Contact Name……………………………………………	Contact Daytime Telephone………………………	Date	// 2018