Aventus : Court Approves Convening of Meetings to Consider Merger

For personal use only

ASX RELEASE

7 December 2021

COURT APPROVES CONVENING OF MEETINGS TO CONSIDER PROPOSED MERGER AND DISTRIBUTION OF SCHEME BOOKLET

Aventus Capital Limited (ACN 606 555 480) (Aventus Trustee) (in its capacity as responsible entity of the Aventus Retail Property Fund (ARSN 608 000 764) (Aventus Trust)) and Aventus Holdings Limited (ACN 627 640 180) (Aventus Company) (collectively, Aventus) announces an update on the proposed merger with HomeCo Daily Needs REIT (ARSN 645 086 620) and Home Consortium (currently a stapled group comprising Home Consortium Limited (ACN 138 990 593) and Home Consortium Developments Limited (ACN 635 859 700)) (Merger).

Other than as defined in this release, a word or phrase used in this release has the same meaning given in the Scheme Booklet.

Court Approval

The Supreme Court of New South Wales (Court) made orders approving:

• the convening of a meeting of Aventus Securityholders to consider and vote on the proposed members' scheme of arrangement (Members' Scheme Meeting); and
• the despatch to Aventus Securityholders of an explanatory statement providing information about the unstapling of Aventus Trust units and Aventus Company shares (Unstapling), members' scheme of arrangement and the trust scheme and Notices of Meetings (Scheme Booklet).

The Members' Scheme Meeting will be held concurrently with meetings of Aventus Securityholders to approve the Unstapling and the trust scheme at 10.00am (Sydney time) on Tuesday, 25 January 2022 (the Meetings).

Scheme Booklet

Aventus confirms that the Scheme Booklet has today been registered with the Australian Securities and Investments Commission (ASIC). A copy of the Scheme Booklet, including the Notices of Meetings, is attached to this announcement and will be made available online on the Aventus website at https://www.aventusgroup.com.au/investors/news-events/.

Copies of the following documents are also attached:

• the proxy form and election form that will be sent to Aventus Securityholders; and
• the online user guide for the Meetings.

Further details on where the Scheme Booklet can be viewed and downloaded, as well as the proxy and election forms, are expected to be despatched to Aventus Securityholders on Friday, 10 December 2022.

aventusgroup.com.au	Level 33, Governor Macquarie Tower	Aventus Holdings Limited (40 627 640 180)
T. 02 9285 6700	1 Farrer Place, Sydney NSW 2000	Aventus Capital Limited (34 606 555 480)
		as a responsible entity of the Aventus Retail Property Fund

For personal use only

Aventus Securityholders who have nominated an email address for the purposes of receiving electronic communications will receive an email containing a link to Aventus' website (https://www.aventusgroup.com.au/investors/news-events/), where they can download the Scheme Booklet and access the online user guide for the Meetings. Aventus Securityholders who have not nominated an email address for this purpose will receive a letter (sent by post) containing details of where they can view and download the Scheme Booklet and the online user guide for the Meetings, as well as details about how to obtain a hard copy of the Scheme Booklet, and enclosing a proxy form and election form.

The Scheme Booklet should be read in its entirety before making a decision on whether or not to vote in favour of the Merger.

Independent Expert's Report

The Scheme Booklet includes a copy of the Independent Expert's Report prepared by Deloitte Corporate Finance Pty Limited (Independent Expert).

The Independent Expert has concluded that the Merger is fair and reasonable and therefore in the best interests of Aventus Securityholders (other than Excluded Securityholders), in the absence of a Superior Proposal.

The Independent Expert's conclusion should be read in context with the full Independent Expert's Report and the Scheme Booklet.

Recommendation of the Aventus Boards

The Board of Directors of Aventus Trustee and Aventus Company (Aventus Boards) unanimously consider the Merger to be in the best interests of Aventus Securityholders (other than Excluded Securityholders) and recommend that Aventus Securityholders (other than Excluded Securityholders) vote in favour of the Merger, in the absence of a superior proposal and the Independent Expert continuing to conclude that the Merger is in the best interests of Aventus Securityholders (other than Excluded Securityholders). Subject to the same qualifications, each Aventus Director will vote, or procure the voting of, any Aventus Securities held or controlled by them in favour of the Merger.

Meetings

The Meetings will be held concurrently at 10.00am (Sydney time) on Tuesday, 25 January 2022. All registered Aventus Securityholders as at 7.00pm (Sydney time) on Sunday, 23 January 2022 will be eligible to vote at the Meetings.

Aventus Securityholders and their authorised proxies, attorneys and corporate representatives may attend in person or participate in and vote at the Meetings online at https://agmlive.link/Aventus22.

If the resolutions are passed by the requisite majorities at the Meetings, and all other conditions precedent to the Merger except approval of the Court are satisfied or waived, Aventus will apply to the Court for orders to approve the members' scheme of arrangement and to grant the second judicial advice in relation to the trust scheme.

Aventus Securityholders should carefully read the Scheme Booklet in its entirety before making any decision in relation to the Merger. Aventus Securityholders are encouraged to seek independent financial, legal, taxation and/or other professional advice before making any voting or investment decision in relation to their Aventus Securities.

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For personal use only

For any questions in relation to the Scheme Booklet or the Merger, please contact the Aventus Securityholder Information Line on 1300 490 813 (within Australia) or [phone] (outside Australia), between 9.00am and 5.00pm (Sydney time), Monday to Friday, except public holidays.

This announcement is authorised for release by the Aventus Boards.

Mary Weaver

Company Secretary

[phone]

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For personal use only

Scheme Booklet

This is an important document and requires your immediate attention. You should read this Scheme Booklet carefully and in its entirety before deciding how to vote. If you are in doubt as to what you should do, you should consult an appropriately licensed professional adviser without delay.

Date of Meetings

Time: 10.00am (Sydney time)

Date: Tuesday, 25 January 2022

Place: In person at ANZ Tower, 161 Castlereagh Street, Sydney NSW 2000 AND

Online via the online platform at https://agmlive.link/Aventus22

The Aventus Boards unanimously consider the Merger to be in the best interests of Aventus Securityholders (other than Excluded Securityholders) and recommend that Aventus Securityholders (other than Excluded Securityholders) VOTE IN FAVOUR of the Merger in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Merger is in the best interests of Aventus Securityholders (other than Excluded Securityholders).

The Independent Expert has concluded that the Merger is fair and reasonable to, and therefore in the best interests of Aventus Securityholders (other than Excluded Securityholders) in the absence of a Superior Proposal.

This Scheme Booklet is for a merger of Aventus Retail Property Fund (ARSN 608 000 764) (Aventus Trust) and HomeCo Daily Needs REIT (ARSN 645 086 620) (HDN) and a merger of Aventus Holdings Limited (ACN 627 640 180) (Aventus Company) and Home Consortium (currently a stapled group comprising Home Consortium Limited (ACN 138 990 593) and Home Consortium Developments Limited (ACN 635 859 700) (HomeCo) that is to be implemented by way of:

• an unstapling of units in the Aventus Trust and shares in Aventus Company;
• a trust scheme (the Trust Scheme) in relation to the proposed acquisitions of the units in the Aventus Trust by HMC Funds Management Limited (ACN 105 078 635) (HDN Trustee) as responsible entity of HDN; and
• a company scheme of arrangement (Members' Scheme) between Aventus Company and its shareholders in relation to the proposed acquisition of all of the shares in the Aventus Company by HomeCo.

Financial Advisor

Legal Advisor

Disclaimer and important notices

onlyGeneral

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

Nature of this Scheme Booklet

This Scheme Booklet includes the explanatory statement for the Members' Scheme required by subsection 412(1) of the Corporations Act and

usefor the Trust Scheme. It also includes explanatory information which accompanies a notice of meeting for the purposes of a resolution under item 7, section 611 of the Corporations Act. This Scheme Booklet does not constitute an offer

or contain an offer to Aventus Securityholders, or a solicitation of an offer from Aventus 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

personalapply 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, Aventus Securityholders asked to vote on an arrangement at such a meeting must be provided with an explanatory statement as referred to above.

This Scheme Booklet is not a product disclosure statement under Part 7.9 of the Corporations Act in respect of the HDN Units. The ASIC relief described in section 11.7 of this Scheme Booklet provides an exemption in respect of the requirement for HDN Trustee to prepare a product disclosure statement in respect of the Merger.

ASIC and ASX

A copy of this Scheme Booklet has been r gistered by ASIC for the purposes of subsection 412(6) of the Corporations Act in relation to the Members' Scheme. ASIC has been given the opportunity to comment on this Scheme Booklet in accordance with subsection 411(2) of the Corporations Act in relation to the Members' Scheme, and also in

Forelation to the Trust Scheme. Neither ASIC, nor any of its officers, takes any responsibility f r 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 Members' Scheme. If ASIC provides that statement, it will be produced to the Court at the Second Court Hearing.

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.

Importance 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 Members' Scheme Meeting or the fact that the Court has given the First Judicial Advice that Aventus Trustee would be justified in convening the General Meeting of Aventus Unitholders is not an endorsement of, or any other expression of opinion on the Merger, and does not mean that the Court:

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

Notices of Meetings

The Notices of General Meeting to approve the Unstapling and Trust Scheme are set out in Annexure F of this Scheme Booklet.

The Notice of Members' Scheme Meeting is set out in Annexure F of this Scheme Booklet.

Notices of the General Meeting of Aventus Unitholders and General Meeting of Aventus Shareholders (General Meetings)

The Notices of General Meetings, which include resolutions to approve the Trust Scheme, and the Unstapling are set out in Annexure F of this Scheme Booklet.

Notice of Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the Members' Scheme and whether to give the Second Judicial Advice following the vote at the Meetings.

Any Aventus Securityholder may appear at the Second Court Hearing, expected to be held at 3.00pm on 2 February 2022 at the Supreme Court of New South Wales, Law Courts Building, 184 Phillip Street, Sydney NSW 2000.

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

Defined terms

Capitalised terms used in this Scheme Booklet are defined in section 12 of this Scheme Booklet. Section 12 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 of this Scheme Booklet have their own defined terms, which are sometimes different to those set out in section 12.

No investment advice

This Scheme Booklet has been prepared without reference to the investment objectives, financial and tax situation or particular needs of any Aventus 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 Aventus 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 Merger. This Scheme Booklet should be read in its entirety before making a decision on whether or not to vote in favour of the Merger. In particular, it is important that you consider the potential risks if the Schemes do not proceed, as set out in Section 8 of this Scheme Booklet, and the views of the Independent Expert set out in the Independent Expert's Report contained in Annexure B. If you are in doubt as to the course you should follow, you should consult your appropriately licenced 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 Aventus, HDN Trustee or HomeCo 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 Aventus, HDN Trustee or HomeCo 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 Aventus, HDN Trustee, HomeCo 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.

ii	aventusgroup.com.au