Aveo : Registration of Scheme Booklet with ASIC

27 September 2019

Registration of Scheme Booklet with ASIC - Scheme Meeting 6 November 2019

Aveo Group (ASX: AOG, "Aveo") today announced that the Supreme Court of New South Wales has approved the convening of meetings of Aveo Securityholders to vote on the trust scheme and company scheme of arrangement ("Schemes") ("Scheme Meetings") for the proposed acquisition of 100% of the outstanding securities of Aveo by Hydra RL BidCo Pty Ltd ("BidCo") and Hydra RL TopCo Pty Ltd ("TopCo"), entities controlled by Brookfield Asset Management Inc ("Brookfiefld"), on behalf of its managed funds.

Information relating to the Schemes, including the notice convening the Scheme Meetings and Independent Expert's Report, are included in the attached Scheme Booklet.

The Scheme Booklet was registered by the Australian Securities and Investments Commission ("ASIC") on 27 September 2019 and is attached to this announcement. The Scheme Booklet will be available on the Aveo investor website at https://www.aveo.com.au/investors/. Copies of the Scheme Booklet and proxy form will be despatched to Aveo Securityholders (via their elected preference) in due course.

Independent Expert Report

The Independent Expert, KPMG Financial Advisory Services (Australia) Pty Ltd, has concluded that the Schemes, based on the Cash Consideration, are in the best interests of Aveo Securityholders in the absence of a Superior Proposal. KPMG's conclusion should be read in context with the full Independent Expert's Report and the Scheme Booklet attached to this announcement.

The Independent Expert has assessed the value of an Aveo Security to be between $2.08 and $2.39 and has concluded that as the Cash Consideration is within this range, the Schemes are in the best interests of Aveo Securityholders. In assessing the premium implied by the Cash Consideration, the Independent Expert notes that it is not appropriate to compare the Cash Consideration to NTA per Aveo Security since, consistent with industry practice, the Directors' valuations of the assets as reflected on Aveo's balance sheet do not include a large share of divisional expenses, all unallocated corporate expenses and certain group capital expenditure.

In reaching his conclusion, the Independent Expert identified that the Schemes follow an extensive sale process as part of the strategic review that was competitive and public and that, accordingly, it is likely that the Cash Consideration represents the maximum arm's length value that could be realised for Aveo at the present time.

Aveo Securityholders are encouraged to read the Scheme Booklet, including Independent Expert Report, in full.

Aveo Board Recommendation

Based on the Cash Consideration, the full Aveo Board unanimously recommends that Aveo Securityholders vote in favour of the Schemes in the absence of a Superior Proposal, subject to the Independent Expert continuing to conclude that the Schemes are in the best interests of Aveo Securityholders. The Aveo Board makes no recommendation in relation to the Scrip Consideration, due to the speculative nature of the AOG L.P. Units and the fact that their appropriateness will depend significantly on the characteristics and risk profile of individual securityholders.

Aveo's vision is to be Australia's leading and most innovative seniors living provider. Our mission is to honour and serve our residents through Kindness, Care and Respect. Kindness, Care and Respect are our corporate values.

Aveo is a leading and trusted owner, operator and manager of retirement communities across Australia. Aveo's philosophy is underpinned by a commitment to grow with older Australians by inspiring greater living choices. We currently and proudly do so for 13,000 residents in 94 retirement communities across Australia.

Issued by Aveo Group (ASX:AOG) comprising Aveo Group Limited ABN 28 010 729 950 and Aveo Funds Management Limited ABN 17 089 800 082, AFSL No. 222273 as Responsible Entity for the Aveo Group Trust ARSN 099 648 754.

aveo.com.au

Subject to these qualifications, the Aveo Board intends to vote any Aveo securities held by them at the time of the Scheme Meeting in favour of the Schemes. Mr. Seng Huang Lee and Mr. Eric Lee, who are nominee directors of Mulpha Group on the Aveo Board, make no representation as to the voting intentions of the Mulpha subsidiaries which hold stapled securities in Aveo, since Mulpha International Bhd is a listed entity on Bursa Malaysia and its Board of Directors will need to consider the Scheme Booklet, in order to make a decision. However, Messrs. Lee and Lee have confirmed to the Aveo Board, in respect of Mulpha's consideration of the Transaction, that they intend to recommend and support a decision that Mulpha vote in favour of the Schemes. As at the date of the Scheme Booklet, Messrs. Lee and Lee have informed the Aveo Board that they have not yet made a decision on whether they will recommend that Mulpha subsidiaries elect to receive Cash Consideration or Scrip Consideration, as they consider it appropriate to discuss this with Mulpha once it has received a copy of the Scheme Booklet.

Scheme Meetings

The Scheme Meetings will take place at 3.00pm, Sydney time on Wednesday, 6 November 2019 at the Intercontinental Hotel Sydney, 117 Macquarie Street, Sydney NSW 2000. All Aveo Securityholders are encouraged to vote either by attending the Scheme Meetings in person, or by lodging a proxy vote by 3.00pm on Monday, 4 November 2019. Details of how to lodge a proxy vote are included on the proxy form and in the Scheme Booklet.

Key Dates

The key dates in relation to the Schemes are set out in the Scheme Booklet and are as follows:

Event	Time and date
Aveo Permitted Distribution	30 September 2019
Annual Report lodged with ASX	30 September 2019
Despatch of Scheme Booklet	Early October
Election Time	25 October 2019 at 5.00pm (Sydney time)
Latest time and date for Eligible Aveo Securityholders to
make an election for Scheme Consideration (subject to the
Scaleback Arrangements)
Aveo announces indicative election results in respect of the	26 October 2019
Scheme Consideration (including, on an indicative basis,
whether Scaleback Arrangements will apply)
Latest time and date for receipt of proxy forms (including	4 November 2019 at 3.00pm (Sydney time)
proxies lodged online) or powers of attorney by the Aveo
Securities Registry for the Scheme Meetings
Time and date for determining eligibility to vote at the	4 November 2019 at 7.00pm (Sydney time)
Scheme Meetings
Trust Scheme Meeting*	6 November 2019 at 3.00pm (Sydney time)
Scheme Meeting*	6 November 2019 at 3.00pm (Sydney time)
* Dates are indicative and subject to change

If the Schemes are approved by the requisite majorities of Aveo Securityholders at the Scheme Meetings:

Event	Expected date
Second Court Date	13 November 2019 at 9.15am (Sydney time)
Effective Date	14 November 2019
Last day of trading in Aveo Securities on ASX (Aveo	14 November 2019
Securities will be suspended from trading on ASX from close
of trading)
Scheme Record Date (for determining entitlements to	21 November 2019

2

Scheme Consideration)

Expected ASX announcement of final election results,	25 November 2019
including whether any Scaleback applies
Implementation Date (Scheme Securityholders will receive	29 November 2019
the Scheme Consideration on the Implementation Date)

Annual General Meeting

ASIC has granted Aveo an extension of time to hold its Annual General Meeting for Aveo Group for the financial year ended 30 June 2019 ("2019 AGM"). The ASIC extension allows Aveo to hold its 2019 AGM by 31 January 2020 rather than by 30 November 2019.

The extension was sought in order to accommodate the expected timing for Aveo Securityholders' consideration of the Schemes.

Aveo considered that it was not in the best interests of securityholders to incur the considerable expense (including preparation and printing the notice of, and arranging the logistics of 2019 AGM) and management time in circumstances where the 2019 AGM will not need to be held if the Schemes proceed to implementation.

For further information, please contact the Aveo Securityholder Information Line 1300 540 303 (within Australia) or [phone] (outside Australia), between 8.30am and 5.00pm (Sydney time), Monday to Friday.

Investor Contact:	Media Contact:
David Hunt, Chief Financial Officer	Justin Kirkwood,
T [phone] |	T [phone] | M [phone]
E [e-mail]	E [e-mail]

3

AVEO

SCHEME

BOOKLET

For a company scheme of arrangement and trust scheme (Schemes) between Aveo and its securityholders in relation to the proposed acquisition of Aveo Group Limited (AGL) and Aveo Funds Management Limited as responsible entity of the Aveo Group Trust (Aveo Funds RE, and together with AGL, Aveo) by Hydra RL BidCo Pty Ltd (BidCo), an entity controlled by Brookfield Asset Management Inc. (Brookfield) on behalf of its managed funds.

The Aveo Directors unanimously recommend that you

VOTE IN FAVOUR

of the Schemes, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Schemes are in the best interests of Aveo Securityholders.

The Independent Expert has concluded that the Schemes are in the best interests of Aveo Securityholders, in the absence of a Superior Proposal.

A Notice of Scheme Meeting and a Notice of Trust Scheme Meeting is included as Annexure H to this Scheme Booklet, and a proxy form for the Scheme Meetings accompanies this Scheme Booklet.

The Scheme Meetings will be held at 3.00pm (Sydney time) on 6 November 2019 at the InterContinental Hotel, Sydney at 117 Macquarie Street, Sydney NSW 2000.

Legal Adviser

Financial Adviser

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

You should read this Scheme Booklet carefully and in its entirety before deciding whether or not to vote in favour of the Schemes. If you are in any doubt as to what you should do, you should consult your broker, financial adviser or legal adviser immediately.

IMPORTANT NOTICES

General

This Scheme Booklet is important and requires your immediate attention. You should read this Scheme Booklet in full before making any decision as to how to vote at the Scheme Meetings.

Nature of this Scheme Booklet

This Scheme Booklet includes the explanatory statement for the Schemes required by subsection 412(1) of the Corporations Act.

This Scheme Booklet does not constitute or contain an offer to Aveo Securityholders, or a solicitation of an offer from Aveo Securityholders, in any jurisdiction. This Scheme Booklet is not a disclosure document required by Chapter 6D of the Corporations Act. Subsection 708(17) of the Corporations Act provides that Chapter 6D of the Corporations Act does not apply in relation to arrangements under Part 5.1 of the Corporations Act approved at a meeting held as a result of an order under subsection 411(1). Instead, Aveo Securityholders asked to vote on an arrangement at such a meeting must be provided with an explanatory statement as referred to above.

ASIC and ASX

A copy of this Scheme Booklet has been registered by ASIC for the purposes of subsection 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet in accordance with subsection 411(2) of the Corporations Act. Neither ASIC, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet.

ASIC has been requested to provide a statement, in accordance with subsection 411(17)(b) of the Corporations Act, that it has no objection to the Schemes. If ASIC provides that statement, it will be produced to the Court at the time of the Court hearings to approve the Scheme.

A copy of this Scheme Booklet has been provided to ASX. Neither ASX, nor any of its officers, takes any responsibility for the contents of this Scheme Booklet.

Important notice associated with Court order under subsection 411(1) of the Corporations Act and the First Judicial Advice.

The fact that, under subsection 411(1) of the Corporations Act, the Court has ordered that a meeting be convened and has approved the explanatory statement required to accompany the Notice of Scheme Meeting or the fact that the Court has given the First Judicial Advice that Aveo Funds RE would be justified in convening the Trust Scheme Meeting does not mean that the Court:

• has formed any view as to the merits of the proposed Schemes or as to how Aveo Securityholders should vote (on this matter Aveo Securityholders must reach their own conclusion); or
• has prepared, or is responsible for the content of, the explanatory statement.

Notices of Scheme Meetings

The Notice of Scheme Meeting and the Notice of the Trust Scheme Meeting, which includes resolutions to approve the Trust Scheme, are set out in Annexure H.

Notice of Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the AGL Scheme following the vote at the Scheme Meeting.

Any Aveo Securityholder may appear at the Second Court Hearing, expected to be held at 9.15am (Sydney time) on 13 November 2019 at The Supreme Court of Australia, Law Courts Building, 184Phillip Street Sydney, NSW 2000.

Any Aveo Securityholder who wishes to oppose approval of the AGL Scheme or granting of the Second Judicial Advice at the Second Court Hearing may do so by filing with the Court and serving on AGL or Aveo Funds RE a notice of appearance in the prescribed form together with any affidavit that the Aveo Securityholder proposes to rely on.

Defined terms

Capitalised terms used in this Scheme Booklet are defined in section 15.1 of this Scheme Booklet. Section 15.2 of this Scheme Booklet also sets out some rules of interpretation which apply to this Scheme Booklet. Some of the documents reproduced in the annexures to this Scheme Booklet have their own defined terms, which are sometimes different to those set out in section 15.1.

No investment advice

This Scheme Booklet has been prepared without reference to the investment objectives, financial and tax situation or particular needs of any Aveo Securityholder or any other person. The information and recommendations contained in this Scheme Booklet do not constitute, and should not be taken as, financial product advice. The Aveo Directors encourage you to seek independent financial and tax advice before making any investment decision and any decision as to whether or not to vote in favour of the Schemes. This Scheme Booklet should be read in its entirety before making a decision on whether or not to vote in favour of the Schemes. In particular, it is important that you consider the potential risks if the Schemes do not proceed, as set out in section 7.11 of this Scheme Booklet, and the views of the Independent Expert set out in the Independent Expert's Report contained in Annexure A. If you are in doubt as to the course you should follow, you should consult your legal, financial, tax or other professional adviser.

Forward looking statements

Some of the statements appearing in this Scheme Booklet (including in the Independent Expert's Report) may be in the nature of forward looking statements. Forward looking statements or statements of intent in relation to future events in this Scheme Booklet (including in the Independent Expert's Report) should not be taken to be forecasts or predictions that those events will occur. Forward looking statements generally may be identified by the use of forward looking words such as 'believe', 'aim', 'expect', 'anticipate', 'intending', 'foreseeing', 'likely', 'should', 'planned', 'may', 'estimate', 'potential', or other similar words. Similarly, statements that describe the objectives, plans, goals, intentions or expectations of Aveo, AOG L.P., BidCo, TopCo or Brookfield are or may be forward looking statements. You should be aware that such statements are only opinions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to Aveo, AOG L.P., BidCo, TopCo or Brookfield and/or the industries

in which they operate, as well as general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. None of Aveo, AOG L.P., BidCo, TopCo or Brookfield or any of their respective affiliates, officers, directors, employees or advisers or any person named in this Scheme Booklet or involved in the preparation of this Scheme Booklet makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. Accordingly, you are cautioned not to place undue reliance on those statements.