For personal use only

25 January 2022

The Manager

Company Announcements

Australian Securities Exchange Limited

20 Bridge Street

Sydney, NSW 2000

General Meeting of Aventus Unitholders, General Meeting of Aventus Shareholders and Members' Scheme Meeting - Chair's Address and Presentation

Aventus Capital Limited (ACN 606 555 480) (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) refer to:

  • the proposed unstapling of Aventus Shares and Aventus Units (Unstapling); and
  • the Schemes, being 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,

(together, the Merger).

In accordance with ASX Listing Rule Listing Rule 3.13.3, attached to this announcement are the following documents to be presented at the General Meeting of Aventus Unitholders, General Meeting of Aventus Shareholders and Members' Scheme Meeting (Meetings) which will be held concurrently commencing at 10.00am (Sydney time) today:

  1. Chair's address; and
  2. Meetings presentation slides.

Aventus Securityholders may participate in the Meetings via the online platform at https://agmlive.link/AVN22or in person at ANZ Tower, 161 Castlereagh Street, Sydney NSW 2000, Australia.

The voting results of the Meetings will be communicated to the ASX shortly after the conclusion of the Meetings.

Authorised for release by the Chair and CEO.

Mary Weaver Company Secretary (02) 9285 6711

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

General Meeting of Aventus Unitholders, General Meeting of Aventus Shareholders and Members' Scheme Meeting

Tuesday, 25 January 2022 - 10.00am (Sydney time)

Chair's address - Bruce Carter

Good morning everyone and welcome to today's meetings to consider the proposed merger with HomeCo Daily Needs REIT and Home Consortium Limited.

My name is Bruce Carter and I am the Non-Executive Independent Chair of Aventus Group. I have been appointed as the Chairman of today's meetings and I am joined by my fellow non-executive independent Directors, Ms Robyn Stubbs, Mr Kieran Pryke and Mr Ray Itaoui.

Mr Darren Holland, executive director and CEO of the Aventus Group is present along with members of the Aventus leadership team.

Today's meetings comprise the following meetings which will be held concurrently:

  • a general meeting of Aventus Securityholders (as holders of shares in Aventus Holdings Limited), which I will refer to during today's meetings as the General Meeting of Aventus Shareholders);
  • a general meeting of Aventus Securityholders (as holders of units in the Aventus Retail Property Fund), which I will refer to during today's meetings as the General Meeting of Aventus Unitholders; and
  • a court-ordered meeting of Aventus Securityholders (as holders of shares in Aventus
    Company), which I will refer to during today's meetings as the Members' Scheme Meeting.

During these meetings, I will refer to Aventus Holdings Limited as Aventus Company and Aventus Retail Property Fund as Aventus Trust.

It is now past the scheduled start time for the meetings and I have been informed that a quorum of securityholders is present for each meeting. Accordingly, I declare each meeting open.

As a consequence of the ongoing COVID-19 pandemic, we are hosting the meetings both virtually and in person. If we experience any technical issues during today's meetings that may result in a significant number of securityholders being unable to reasonably participate, I will adjourn the meetings. If that occurs, we will lodge an ASX release that sets out the details of the reconvened meetings. I would hope that any technical issues could be resolved quickly, and the reconvened meetings held later today. Please check the ASX if this eventuates.

Before proceeding, I would like to acknowledge the many traditional owners of the country on which we are located today, and recognise their continuing connection to land, waters and culture. I pay my respects to their Elders past, present and emerging.

The General Meeting of Aventus Shareholders has been convened pursuant to the constitution of the Aventus Company.

Aventus received judicial advice from the Supreme Court of New South Wales (which I will refer to in today's meetings as the Court) on 7 December 2021 that it would be justified in convening the General Meeting of Aventus Unitholders, and it has been convened pursuant to the constitution of the Aventus Trust.

Page 2 of 9

For personal use only

The Members' Scheme Meeting has been convened pursuant to an order of the Court made on 7 December 2021.

The purpose of the General Meeting of Aventus Shareholders is for the Aventus Securityholders, as holders of Aventus shares, to consider and vote on a resolution to approve the unstapling of and shares in Aventus Company and units in the Aventus Trust, which I will refer to during today's meetings as the Unstapling.

The purpose of the General Meeting of Aventus Unitholders is for the Aventus Securityholders, as holders of units in the Aventus Trust, to consider and vote on resolutions to approve the Unstapling, the amendment of the Aventus Trust Constitution and the proposed acquisitions of all of the units in the Aventus Trust by HDN Trustee as responsible entity of HDN by way of a trust scheme.

The purpose of the Members' Scheme Meeting, ordered by the Court to be convened under subsection 411(1) of the Corporations Act, is for Aventus Securityholders (other than certain Excluded Securityholders), as holders of Aventus shares, to consider and vote on a resolution to approve the scheme of arrangement under which Home Consortium Limited will acquire all of the shares in Aventus Company.

Aventus Board of Directors and Senior Management

I would like to begin by introducing my fellow Directors who are joining us in person and online today, along with representatives of Senior Management and our legal adviser, Herbert Smith Freehills.

Mr Kieran Pryke is an independent non-executive director and is Chair of Audit, Risk and Compliance Committee.

Ms Robyn Stubbs is an independent non-executive director and is Chair of the People, Culture and Remuneration Committee and a member of the Audit, Risk and Compliance Committee.

Mr Ray Itaoui is an independent non-executive director and is a member of the People, Culture and Remuneration Committee.

Finally, Mr Darren Holland, the Aventus Managing Director and Chief Executive Officer.

Others joining us today in person are:

  • our Chief Financial Officer, Lawrence Wong;
  • our Legal Counsel and Company Secretary, Mary Weaver;
  • Philip Podzebenko, Partner at Herbert Smith Freehills.

Procedural Matters

Before commencing the business of our meetings today I would like to outline the procedure for today's meetings, including how to ask questions and vote. We are using the Link Market Services online platform for the meeting which enables Aventus Securityholders to view the meeting, vote while the meeting is underway and submit questions. If you need assistance at any time during today's meetings, please call the Link Market Services Helpline on 1800 990 363.

How to ask a question

Any Aventus Securityholder or appointed proxy is eligible to ask questions. If you would like to ask a question you can do so by using the online platform (instructions on how to do this are included in the online user guide and also now shown on screen) or by raising your hand at the in-person meetings

Page 3 of 9

For personal use only

You may submit questions at any time from now.

Mary Weaver, Aventus' Company Secretary, will pass questions to me to address as Chair of the meetings. I will endeavour to answer your questions straight away. However, I may take a question on notice if necessary. We will address all questions, however, note that questions may be moderated or amalgamated if there are multiple questions on the same topic.

Each Aventus Securityholder should restrict themselves to no more than two questions per item. Please also keep them short and to the point, otherwise we may need to summarise them in the interests of time so that as many securityholders as possible have the chance to ask a question.

It would also be helpful if you could please indicate the resolution number to which your questions relate and provide the capacity in which you are participating if you are representing another party.

How to vote

As outlined in the Scheme Booklet, voting on each resolution will be conducted by a poll.

Aventus Securityholders or their proxyholders, attorneys and corporate representatives are entitled to vote on the resolutions.

Securityholders had the option to appoint a proxy for today's meetings. If you did not do this and you are participating in the meetings online, you may also vote via the online platform during the meetings by selecting the voting tab on the navigation bar. Instructions on how to vote are included in the Scheme Booklet and also now shown on screen.

If you are participating in the meetings online and are yet to get a voting card to vote on the resolutions for the meetings, you should click the 'Get a voting card' button at the top of your screen to register first. This will then enable you to submit your vote at any time during the meetings. If you are a Securityholder, you will need your Securityholder Reference Number (SRN) and postcode to register your vote. If you are a Proxyholder, please enter the Holder Identifier Number (HIN) issued to you by Link Market Services in the Proxy Details section and the click the 'Submit Details and Vote' button.

Securityholders attending the meetings in person that are holding a yellow card may participate in the poll and ask questions.

If you hold a blue card, you have already voted or are a joint holder. You are entitled to ask questions, but not to vote.

If there are any Securityholders who are eligible to vote at the meetings and who have not received their yellow voting card, please see a representative from Link Market Services at the registration desk.

If you hold a red card you are a visitor and not eligible to vote or speak at the meetings. You may vote at any time from now until I close the polls. I will provide a warning before closing the polls.

I will vote all available proxies in favour of the resolutions and during the meetings we will display the number of proxy votes received prior to the meetings in relation to the each of the resolutions.

After the meetings close, your votes will be counted by our securities registry, Link Market Services, and the results will be announced to the ASX via the Company Announcement Platform as soon as possible.

Page 4 of 9

For personal use only

Shortly I will say a few words about the proposed Merger.

We will then move to the formal business of today's meetings. I will invite discussion relevant to each of the resolutions in the Notices of Meetings.

The resolutions will be considered with an opportunity for Aventus Securityholders to ask questions or comments on each item of business.

I will adjourn the General Meeting of Aventus Unitholders and the Members' Scheme Meeting, then invite discussion on the Unstapling Resolution for Aventus Company.

As there are five resolutions to be considered across today's meetings and as the resolutions are interrelated and have been set out in the Notices of Meetings which were included in the Scheme Booklet, I propose to take all questions in relation to the Merger and each of the resolutions at that time.

However, owing to formalities, I will also allow for questions and comments again during the General Meeting of Aventus Unitholders and the Members' Scheme Meeting.

Once there are no further questions or comments, I will adjourn the General Meeting of Aventus Shareholders for the taking of polls later in today's meetings.

I will then reopen the General Meeting of Aventus Unitholders and invite discussion on Resolution 1 - the Unstapling Resolution for Aventus Trust, Resolution 2 - the Trust Constitution Amendment Resolution and Resolution 3 - the Trust Acquisition Resolution. Once there are no further questions or comments, I will adjourn the General Meeting of Aventus Unitholders for the taking of polls later in today's meetings.

I will then reopen the Members' Scheme Meeting for discussion on the Members' Scheme Resolution. Once there are no further questions or comments, I will adjourn the Members' Scheme Meeting for the taking of polls later in today's meetings.

I will then reopen each meeting and take each poll separately at the same time as the other polls.

Background and overview of the Merger

Before moving to the formal business of today's meetings, I would like to provide a brief summary of the engagement process with HomeCo and HDN Group and say a few words about the proposed Merger.

Details of the engagement process with HDN and HomeCo and the Merger are also outlined in detail in the Scheme Booklet, which was made available to securityholders pursuant to an order of the Court made on 7 December 2021.

In September 2021, Aventus received an unsolicited, non-binding and indicative proposal from HomeCo and HDN Trustee in relation to a potential merger. To assess the merits of the proposal, the Aventus Boards implemented an extensive process to determine whether a compelling transaction for Aventus Securityholders could be developed. The process considered alternatives to the Merger, including the continued operation and ownership of Aventus in its current form, as well as other potential control transactions.

On 18 October 2021, following careful consideration by the Aventus Boards and in consultation with their advisers, Aventus, HomeCo and HDN Trustee announced that they had entered into the Scheme Implementation Deed, whereby Aventus agreed to propose the Unstapling and the Schemes to Aventus Securityholders in order to give effect to the Merger.

Page 5 of 9

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Aventus Group published this content on 24 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2022 22:26:07 UTC.