Pengana Private Equity Trust : PE1 Entitlement Offer Open - Unitholder Notifications

A diversified portfolio of global private market investments, managed by one of the largest and most diversified independent asset managers in the world - Grosvenor Capital Management ("GCM").

16 MARCH 2022

ENTITLEMENT OFFER NOW OPEN

OFFER CLOSES 31 MARCH UNLESS FULLY ALLOCATED SOONER

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useParticipation in the Entitlement Offer

P ngana Investment Management Limited (Responsible Entity) as the responsible entity of the Pengana Private Equity Trust (PE1 or the Trust) is pleased to announce that the 1-for-5non-renounceable entitlement offer of New Units to Eligible Unitholders (Offer) is now open.

The attached Letter to Eligible Unitholders in relation to the Entitlement Offer will be dispatched today to unitholders who are entitled to participate in the Entitlement Offer.

personalDetails on how Eligible Unitholders can participate in the offer can also be accessed at pengana.com/PE1who are not entitled to participate in the Entitlement Offer.

Shortfall Facility - Eligible Unitholders and New Wholesale Investors

As part of this rights issue, eligible unitholders and new wholesale investors are also invited to subscribe for additional new units in PE1 under a shortfall facility that may become available.1

New wholesale investors who wish to participate in the shortfall facility can contact Pengana Client Service for further details using the form at this link

Offer Overview - webinar recording

A ecording of the unitholder webinar which took place yesterday, including unitholder Q&A, is available HERE

Dispatch of letter to Ineligible Unitholders

The attached Letter to Ineligible Unitholders in relation to the Entitlement Offer will be dispatched today to unitholders

For	PENGANA INVESTMENT MANAGEMENT LIMITED	Taylor Collison Limited (ABN 53 008 172 450) is
	ABN 69 063 081 612 AFSL 219 462	acting as the lead arranger (Lead Arranger) and joint
	Levels 1, 2, 3	lead manager to the Offer.
	60 Martin Place, Sydney NSW 2000	The Offer is also being managed by Morgans
	T:	[phone] F:[phone]	Financial Limited (ABN 49 010 699 726).
	E:	[e-mail]	Authorised by: Paula Ferrao, Company Secretary
	PENGANA.COM

An eligible unitholder is a unitholder on the Record Date who: has a registered address in Australia or New Zealand; is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Units for the account or benefit of such person in the United States); and is eligible under all applicable securities laws to receive an offer under the Offer.

1 Pengana reserves the right to scale back the size of the facility in its absolute discretion. There is no guarantee that you will receive any additional new units under a shortfall facility.

Pengana Investment Management Limited (Pengana) (ABN 69 063 081 612, AFSL 219 462) is the issuer of units in the Pengana Private Equity Trust (ARSN 630 923 643) (the Trust). Before acting on any information contained within this document a person should consider the appropriateness of the information, having regard to their objectives, financial situation and needs. None of Pengana, Grosvenor Capital Management, L.P. (Grosvenor), or their related entities, directors, partners or officers guarantees the performance1-FORof,-5orENTITLEMENTthe repaymentOFFERof capital,ANNOUNCEMENTor income invested| PENGANAin thePRIVATETrust. AnEQUITYinvestmentTRUST in the Trust is subject to investment risk including a possible loss of income and principal invested.

The Offer Booklet and the Entitlement and Acceptance Form

can be accessed via the Trust website:

www.pengana.com/PE1

Pengana Private Equity Trust

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	PE1
	Mr Sam Sample
	FLAT 123
	The Sample Street
	Sample Estate
	SAMPLEVILLE 2020
use			SRN/HIN: SRN WITHHELD
		OFFER NOW OPEN
	Dear Unitholder,
personalthe end of February 2022 (rounded to comply with ASX requirements).

I m very pleased to announce that you will have the opportunity to increase your investment into PE1 via a 1-for-5Entitlement Offer that is being made available to all eligible unitholders in PE1.

This means that all eligible unitholders will be guaranteed an allocation of 1 new unit for every 5 units held in PE1 as at the record date of 14 March 2022 (7PM Sydney time), provided that a valid "Entitlement and Acceptance Form" and sufficient application funds are received on or before the closing date of 31 March 2022.

As part of this offer, unitholders are also invited to subscribe for additional new units in PE1 under a shortfall facility that may become available if the rights issue is not fully subscribed by other unitholders.a

The offer price has been set at $1.54, which is the net asset value (NAV) per unit of $1.5348 as at

ForACCESS THE OFFER

ONLINE

The Offer will be open from 16 - 31 March, unless fully allocated sooner.

1-FOR-3 RIGHTS ISSUE ANNOUNCEMENT | PENGANA PRIVATE EQUITY TRUST

NEAR-TERM

OPPORTUNITIES

RAPID CAPITAL

DEPLOYMENT

EFFECTIVELY STRUCTURED

ENHANCED

DIVERSIFICATION

STATE OF THE TRUST AND THE PRIVATE EQUITY MARKET

At the time of PE1's IPO in April 2019, we detailed a four-year plan to deploy the proceeds, from a pool of largely cash in the early years to a well-diversifiedlong-term portfolio. Pleasingly, notwithstanding raising additional capital in July 2020 to invest in the opportunities created by

onlyCOVID-related volatility, we have achieved our long-term target portfolio well ahead of schedule.

PE1 is now fully committed with exposure to over 350 private companies and cash levels of about 10%.

The maturity and diversification of our portfolio allocation underpins the performance of PE1, which has returned 12.3% p.a. since inception.b

Our private market exposure is only expected to continue to increase, with cash projected to used crease to a mid to low single digit percentage of NAV by 30 September 2022 as existing

commitments are funded.

WHY NOW?

personalOur decision to raise additional capital is motivated by a number of core factors including:

1. Additional Cash Required to Meaningfully Capitalise on Near-TermOpportunities

The start of 2022 has been characterised by an inflation shock in the US, which has presented a unique opportunity to structure solutions for high quality, growth-oriented companies that require continued financing. There is a potential for conservative structuring to include strong downside protection and significant upside participation.

For2. Strengthening PE1's Portfolio Construction

The availability of a highly flexible pool of capital that can be tactically deployed into discrete pockets of near-term opportunity (including co-investments and possibly secondaries) allows for the pairing of a swift and agile deployment strategy with our current core and all-weather PE construction approach.

Diversification and risk mitigation will be enhanced by targeting specific sub-strategies based on current and projected investment exposures on a more real-time basis, and by reducing current portfolio concentrations caused by the outperformance of some of PE1's initial investments.

3. Investor Demand

The attractiveness of the offer is further enhanced by an opportunity to subscribe for PE1 units at NAV.

1-FOR-5 RIGHTS ISSUE ANNOUNCEMENT | PENGANA PRIVATE EQUITY TRUST

Sydney NSW 2000

Level 12, 167 Macquarie Street,

ABN 69 063 081 612 AFSL 219 462

PENGANA INVESTMENT MANAGEMENT LIMITED

PENGANA.COM/PE1

T: [phone]

F: [phone]

E: [e-mail]

www.pengana.com/PE1

FOR MORE INFORMATION AND TO APPLY ONLINE:

SOME OF PE1'S 350+ PORTFOLIO COMPANIES

onlyuse

personalWe are excited to be able to bring this opportunity to unitholders of the Trust.

Russel Pillemer

Russel Pillemer

CEO, Pengana Capital Group Limited

Executive Director, Pengana Investment Management Limited

For An eligible unitholder is a unitholder on the Record Date who: has a registered address in Australia or New Zealand; is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Units for the account or benefit of such person in the United States); and is eligible under all applicable securities laws to receive an offer under the Offer.

a. Pengana reserves the right to scale back the size of the facility in its absolute discretion. There is no guarantee that you will receive any additional new units under a shortfall facility.

b. Past performance is not a reliable indicator of future performance, the value of investments can go up and down. The net return has been determined with reference to the increase in the Net Asset Value per Unit, as well as of the reinvestment of a Unit's distribution back into the Trust pursuant to the Trust's distribution reinvestment plan ("DRP"). Pengana has established a DRP in respect of distributions made by the Trust. Under the DRP, Unitholders may elect to have all or part of their distribution reinvested in additional Units. The NAV per unit at inception is based on the subscription price per unit which is equal to $1.25.

None of Pengana Investment Management Limited (ABN 69 063 081 612, AFSL 219 462) ("Pengana" or "Responsible Entity"), Grosvenor Capital Management, L.P. ("GCM Grosvenor"), nor any of their related entities guarantees the repayment of capital or any particular rate of return from an investment in the Pengana Private Equity Trust (ARSN 630 923 643) ("Trust"). Past performance is not a reliable indicator of future performance, the value of investments can go up and down. This document has been prepared by the Responsible Entity and does not take into account a reader's investment objectives, particular needs or financial situation. It is general information only and should not be considered investment advice and should1-FOR-5notRIGHTSbe reliedISSUEon ANNOUNCEMENTas an investment |recommendationPENGANA PRIVATE EQUITY TRUST

Pengana Private Equity Trust

PE1
Mr Sam Sample
FLAT 123
The Sample Street
only
Sample Estate
SAMPLEVILLE 2020
use				SRN/HIN: SRN WITHHELD
ENTITLEMENT OFFER - NOTIFICATION TO INELIGIBLE SHAREHOLDERS
Dear Unitholder,
On 9 March 2022 Pengana Investment Management Limited ("Responsible Entity") announced a
personal

non-renounceable entitlement offer of New Units in the Pengana Private Equity Trust ("Trust") (ASX: PE1) ("the Offer"). The Responsible Entity intends to raise approximately $74 million through the Offer.

This is a letter to advise that you are not an Eligible Shareholder (as defined below) for the purposes of the Offer. This letter is not an offer to issue New Units to you, nor a notification of the issue of New Units or an invitation to apply for New Units. You are not required to do anything in response to this letter.

THE OFFER

The Offer comprises an offer of up to 48,105,240 New Units (subject to rounding) at an Issue Price per New Unit of $1.54, being the Net Asset Value per Unit as at the end of February 2022 (rounded to comply with ASX requirements).

Under the Offer, the Responsible Entity is offering Eligible Unitholders the opportunity to subscribe f r:

•	1 New Unit for every 5 Units held on the Record Date (the "Entitlement"), and
For•	Additional New Units in excess of their Entitlement. Additional New Units may be available

where there is a shortfall between the Entitlements being offered to Eligible Unitholders under the

Offer and the Entitlements taken up by Eligible Unitholders ("Shortfall"). If there is a Shortfall, the Responsible Entity may, at its absolute discretion, offer Additional New Units to Eligible Unitholders who have applied for in excess of their full Entitlement ("Shortfall Facility").

1-FOR-3 RIGHTS ISSUE INEELIGIBLE | PENGANA PRIVATE EQUITY TRUST