Global Data Centre : Notice of Meeting

For personal use only

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1. www.globaldatacentres.com.au [e-mail]

ASX Release

18 March 2022

Global Data Centre Group (ASX: GDC)

Notice of Meeting

Dear GDC Investor,

On behalf of the Board, I notify you of a Meeting of the Members of Global Data Centre Group, the stapled entity comprising Global Data Centre Investment Fund (ARSN 635 566 531) and Global Data Centre Operations Fund (ARSN 638 320 420) (ASX:GDC).

In accordance with State Government and ASIC recommendations, and to protect the health and safety of our securityholders and staff, the Board has decided to conduct the Meeting of Members of Global Data Centre Group virtually.

The virtual meeting is to be held at 10.00am (AEST) on Wednesday, 13 April 2022. Formal notice of meeting is enclosed.

To record your vote, please return the proxy form to our Registry provider before 10.00am (AEST) on Monday, 11 April 2022.

Authorised for release by Glenn Butterworth, Company Secretary.

Yours Sincerely,

Tony Pitt

Chairman

About Global Data Centre Group (ASX: GDC)

Global Data Centre Group aims to take advantage of the unique once in lifetime investment cycle by investing in technology infrastructure assets projects, targeting an internal rate of return of 10% per annum.

360 Capital FM Limited ABN 15 090 664 396 (AFSL 221474) as responsible entity of the Global Data Centre Investment Fund ARSN 635 566 531 and the Global Data Centre Operations Fund ARSN 638 320 420.

For personal use only

Notice of Meeting and

Explanatory Memorandum

Global Data Centre Group

The stapled group comprised of the

Global Data Centre Investment Fund ARSN 635 566 531 and

Global Data Centre Operations Fund ARSN 638 320 420

Collectively known as the Global Data Centre Group

Issued by 360 Capital FM Limited ABN 15 090 664 396 AFSL 221 474 as responsible entity of Global Data Centre Group.

This is an important document and requires your immediate attention. You should read this document in its entirety before deciding how to vote.

If you are in any doubt about what to do, you should consult your financial, legal, tax or other professional adviser without delay.

L343901217.1

Notice of Annual General Meeting and Explanatory Memorandum 360 CAPITAL GROUP LIMITED

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EXPLANATORY MEMORANDUM

(CONTINUED)

Important Notices

What is this document?

onlyThis Notice of Meeting and Explanatory Memorandum is dated 18 March 2022 and is issued by 360 Capital FM Limited ABN 15 090 664 396 AFSL 221 474 in its capacity as responsible entity of the Global Data Centre Group (the stapled entity comprising Global Data Centre I vestment Fund (ARSN 635 566 531) and Global Data Centre Operations Fund ARSN 638 320 420) (Group).

The purpose of this Notice of Meeting and Explanatory Memorandum is to provide information considered material to the decision of Members in determining how to vote on the Resolutions. All information in this

usedocument forms part of the Notice of Meeting. All information in this document forms part of the Notice.

No investment advice

The information contained in this Notice of Meeting and Explanatory Memorandum does not constitute financial product advice and has been prepared without reference to your particular investment objectives, financial

personalsituation, taxation position and needs. It is important that

you read the Notice of Meeting and Explanatory Memorandum in its entirety before making any

i vestment decision and any decision on how to vote on the Resolutions.

Defined Terms

Capitalised terms used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary on page 13. All times expressed in this Notice of Meeting and Explanatory Memorandum refer to Australian Eastern Daylight Time (AEDT) and references to dollars, $, cents or ¢ are to Australian currency.

Any questions?

If you have any questions about your holding of Stapled Units or the Resolutions, please contact 360 Capital Investor Services on 1300 082 130. If you are in any doubt on how to vote on the Resolutions or the action to be taken, you should contact your financial, legal, tax or other

Forp ofessional adviser without delay.

Meeting details and important dates

Last date and time for	10.00am (AEDT)
receipt of Proxy Forms	Monday, 11	April 2022
Date and time	10.00am (AEDT)
of the Meetings	Wednesday, 13	April 2022

Place	The Meeting will be held virtually
at https://web.lumiagm.com/329-
	662-958

Contents

LETTER FROM MANAGING DIRECTOR	3
NOTICE OF MEETINGS	5
NOTES ABOUT THE MEETINGS AND HOW TO VOTE	7
EXPLANATORY MEMORANDUM	9
GLOSSARY	13

L343901217.1

B Notice of Annual General Meeting and Explanatory Memorandum 360 CAPITAL GROUP LIMITED

Letter from the Managing Director and Chairman

18 March 2022

For personal use only

Dear Member

I invite you to attend a meeting of the Members (the "Meeting") of Global Data Centre Group (ASX: GDC), the stapled entity comprising Global Data Centre Investment Fund (ARSN 635 566 531) and Global Data Centre Operations Fund (ARSN 638 320 420) (the "Group").

The Meeting will be held at 10.00am (AEDT) on Wednesday, 13 April 2022.

The health and safety of our Members and personnel is the highest priority. Due to the COVID-19 situation remaining uncertain, the decision has been made to conduct the Meeting virtually by way of live video conference. There will be no physical meeting for Members to attend.

At the Meeting there will be resolutions for Members to consider relating to the following matters:

• the refresh of the Group's placement capacity following the placement of approximately 9.8 million fully paid stapled units in the Group at a price of $1.93 ("Placement"), to new and existing institutional, sophisticated, and professional investor; and
• the replacement of 360 Capital FM Limited as responsible entity of the Group with Evolution Trustees Limited, together the "Resolutions".

As the Group is a stapled entity between Global Data Centre Investment Fund and Global Data Centre Operations Fund, two separate resolutions are required for the replacement of 360 Capital FM Limited with Evolution Trustees Limited.

Rationale for the Resolutions

Refresh of Placement Capacity

Approving a resolution to refresh the Group's placement capacity means that those stapled units that were issued under the Placement would not reduce the number of stapled units that could be issued by the Group without Member approval under Listing Rule 7.1. This will refresh the Group's capacity to issue under Listing Rule 7.1. Approval of this resolution will also have the effect of increasing the base number of stapled units from which a further 15% calculation will be made if the Group determines to make another Placement.

The issue of the stapled units under the Placement provides growth capital to support the Group's pipeline of M&A opportunities and strategic investment initiatives. As the Group continues to actively seek acquisition opportunities which complement its investment strategy and existing portfolio, refreshing its placement capacity gives the Group the flexibility to raise additional funds to meet such opportunities by issuing up to a further 15% stapled units.

Replacement of Responsible Entity

On the 18 August 2021, 360 Capital Group (ASX:TGP) announced that it was commencing a sale process in relation to its co-investment and management rights in relation to its digital infrastructure assets, including in relation to the Group having received numerous approaches by parties interested in acquiring its various interests.

On 7 September 2021, 360 Capital Group confirmed that it has sold its 33.2% stake in the Group.

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For personal use only

360 Capital FM Limited, the responsible entity of the Group, is a member of the 360 Capital Group and so, given the sale of the 360 Capital Group stake in the Group and the sale of 50% of the investment management, Lanrik Partners Pty Ltd (formerly 360 Capital Digital Management Pty Limited) ("Manager"), to joint venture partner David Yuile (and associates), the Board of 360 Capital FM Limited wishes to retire and make a phased withdrawal from the management and business of the Group in a timely and controlled manner.

In making this decision, management has explored various options for the Group in terms of appointing a new responsible entity and following an evaluation of all potential partners is seeking to replace 360 Capital FM Limited with Evolution Trustees Limited.

Further details of the Resolutions and information in relation to Evolution Trustees Limited are provided in the Notice of Meeting and Explanatory Memorandum.

YOUR VOTE IS IMPORTANT

The following Notice of Meeting and Explanatory Memorandum contains important information in relation to the Resolutions including the reasons for the proposal of the Resolutions and a consideration of the advantages and disadvantages for each.

Please read these documents carefully in their entirety before making your decision on voting.

Your participation in the Meeting is important to us and the Meeting will be webcast online. The Notice of Meeting contains full details of how you can attend the Meeting virtually.

Members are strongly encouraged to cast their votes in advance of the Meeting by lodging a Proxy Form appointing the

Chairman. Proxy Forms must be lodged by 10.00am (AEDT) on Monday, 11 April 2022.

If it becomes necessary to make further alternative arrangements for holding the Meeting, we will give Members as much notice as practicable. Further information will be made available on our website at

https://www.360capital.com.au/gdc-investor-centre

Yours sincerely

David Yuile	Tony Pitt
Managing Director	Chairman
Global Data Centre Group	360 Capital Group

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