Raptis : Notice of Extraordinary General Meeting/Proxy Form

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1 Market Street Sydney NSW 2000

personalPO Box 25

Surfers P radise Queensl nd 4217 Australia

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For

RAPTIS GROUP LIMITED

ABN 43 010 472 858

23 February 2022

AUSTRALIAN SECURITIES EXCHANGE

Attention Company Announcements

Raptis Group Limited (ASX code RPG)

We are pleased to advise that the attached Notice of General Meeting package has been sent to all shareholders.

The meeting has been called to allow shareholders to vote on two motions.

1. Resolution 1

Is to secure a beneficial interest in the Gallery Residences and Pearl Residences management rights businesses on the Gold Coast. The businesses are currently beneficially held by Mr James Raptis and Mrs Helen Raptis privately.

The Independent Experts report prepared by Hall Chadwick Corporate (VIC) Pty Ltd has concluded that the transaction is Fair and Reasonable, for non-associated shareholders.

The meeting resolution proposes a payment of $2,813,218 for the exclusive beneficial interest in the income and capital of the two management rights. Payment for the interests is $2,100,000 million in cash and the balance a loan from an associate of James and Helen Raptis.

The management business is regarded as having a lower risk profile than property development. The business has the capacity to provide a stable cash flow during the term of the agreements for a period of twenty plus years.

1. Resolution 2

The second motion relates to entering a Development Management Agreement. The Independent Experts report prepared by Hall Chadwick Corporate (VIC) Pty Ltd has concluded that the transaction is Fair and Reasonable, for non-associated shareholders. The agreement is being entered into with the Trustee for the Main Beach Raptis Trust, a discretionary trust controlled by James, Helen and Evan Raptis.

The Development Management Agreement provides a fixed fee of $100,000 and a performance bonus.

For all enquiries contact Mr James Raptis on 075 6280474

For personal use only

RAPTIS GROUP LIMITED

ACN 010 472 858

Notice of General Meeting

24 March 2022 2.30 pm

Level 3, 25 Elkhorn Avenue

Surfers Paradise 4217

ORDINARY BUSINESS

To consider and if thought fit, pass the following resolutions as ordinary resolutions:

1. Resolution 1 - Acquisition of management rights and associated borrowings

"That for purposes of ASX Listing Rule 10.1 and for all other purposes the arrangements to receive a beneficial interest in the Gallery Residences and proposed Pearl Residences management rights associated with James Raptis entities be approved including:

a. Agreement to acquire the exclusive beneficial interest in the "Management Rights" income and capital,

1. Payment for Gallery Residences Letting and Caretaking Agreements and unit 801 is to be paid in cash in an amount of $2,100,000 subject to settlement adjustments.
2. Payment for Pearl Management Letting and Caretaking to be via vendor finance of $713,218 subject to settlement adjustments being funds required for a period of five years at 5% per annum."

1. Resolution 2 - Enter into a development management agreement

"That for the purposes of ASX Listing Rule 10.1 and all other purposes shareholders approve entering into a Development Management Agreement, to participate subject to performance in the sales proceeds of units at Pearl Residences Main Beach on the Gold Coast."

Electronic Attendance

Video conference access will be available at that time via the link.

https://bit.ly/3IWNw6b

By order of the Board

Dated 23 February 2022

Malcolm Cory

Company Secretary

For personal use only

RAPTIS GROUP LIMITED

ACN 010 472 858

PROXY FORM

FOR 24 MARCH 2022 GENERAL MEETING

HOLDER NAME - LINE 1
ADDRESS LINE 2
ADDRESS LINE 3				NUMBER
ADDRESS LINE 4
ADDRESS LINE 5				HIN/SRN
I/We being a member of Raptis Group Ltd and entitled to attend and vote hereby appoint
A. The Chairman of the Meeting (Mark Box)		or

If you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the General Meeting of the Company to be held on 24 March 2022 at 2.30pm and at any adjournment of that Meeting. Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the Company.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.

Chairman authorised to exercise undirected proxies: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy (except where I/we have indicated a different voting intention below) even if the Resolution is connected directly or indirectly with the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of all Resolutions.

1. To direct your proxy how to vote on any resolution please insert X in the appropriate box below.

RESOLUTION	For	Against	Abstain*
1.	That the arrangements to acquire the beneficial interest in the			
	two Management Rights associated with James Raptis entities
	and associated loan facilities be approved
2.	That entering into a Joint Venture Development			
	Agreement for Pearl Residences at Main Beach be
	approved.

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

1. SIGNATURE OF SECURITYHOLDERS - THIS MUST BE COMPLETED

Security holder 1		Joint Security holder 2		Joint Security holder 3
(Individual)		(Individual)		(Individual)

Sole Director and	Director/ Company Secretary	Director
Sole Company Secretary	(delete one)

SEE OVERLEAF FOR NOTES ON HOW TO COMPLETE THIS FORM

For personal use only

How to Complete this Proxy Form

1. Your Name and Address
   The name and address on the back of the Proxy Form is as it appears on the Company's share register. If this information is incorrect, please make the correction on the front of the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your Shares using this form.
2. Appointment of a Proxy
   If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the meeting please write the name of the person in Section A. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the Company. A proxy may be an individual or a body corporate.
3. Votes on Resolution
   You should direct your proxy how to vote by placing a mark in one of the boxes opposite the resolution. All your Shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the resolution by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the resolutions, your proxy may vote as he chooses. If you mark more than one box on an item your vote on that resolution will be invalid.
4. Appointment of Second Proxy
   You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company or you may copy this form.
   To appoint a second proxy you must:
5. 1. On each of the first Proxy Form and the second Proxy Form state that percentage of your voting rights or number of Shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, your proxy appointments will be invalid. Fractions of votes will be disregarded.
   2. Return both forms together
6. Signing instructions

You must sign this form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, either security holder may sign.
Power of Attorney:	To sign under Power of Attorney, you must have already lodged the Power of Attorney with
	the registry. If you have not previously lodged this document for notation, please attach a
	certified photocopy of the Power of Attorney to this form when you return it.
Companies:	Where the company has a Sole Director who is also the Sole Company Secretary, this form
	must be signed by that person. If the company (pursuant to section 204A of the Corporations
	Act 2001) does not have a Company Secretary, a Sole Director can also sign alone.
	Otherwise this form must be signed by a Director jointly with either another Director or a
	Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below by 2.30pm on Tuesday 22 March 2022 being not later than 48 hours before commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged by depositing, delivery or facsimile to the Raptis Group Ltd share registry as follows:

NextRegistries
Delivery:	Level 16 1 Market Street, Sydney NSW
Post:	PO Box H195 Australia Square NSW 1215
Email:	[e-mail]
Facsimile:	02 9251 1275

For personal use only

Page 1

Explanatory Statement

This Explanatory Statement together with the Independent Expert's Report are intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of General Meeting ("Notice") of the Company. We note that Hall Chadwick Corporate (VIC) Pty Ltd have expressed their view that the transactions are Fair and Reasonable for the members of Raptis Group Limited.

APPROVAL OF MANAGEMENT RIGHTS RELATED PARTY DEALINGS

It is proposed that Raptis Group Limited acquire from Raptis Private Family interests the rights to income and capital of two Management Rights Businesses and associated assets. The consideration is to be two Million Eight Hundred and Thirteen Thousand Two Hundred and Eight dollars. ($2,813,218) It is to be paid $2,100,000 million on completing of the exchange of documentation for the first portion and a loan from Raptis Private Family interests for the balance of the funds.

RESOLUTION - MANAGEMENT RIGHTS

Summary

This resolution seeks the approval of members for the payment for the rights to income and capital of the Gallery Residences Management, and Pearl Residences Management. It also includes the associated Real Property being office space to conduct the business and in the case of the Gallery residences a residential unit. The Gallery Management assets are to be paid for in cash of $2,100,000 and Pearl Residences via vendor finance of $713,218. This providing of finance to Raptis Group Limited also requires the approval of shareholders.

The loan is for a term of five years at an interest rate of five percent per annum to be paid monthly with minimum principal repayments of 5% of the opening annual balance to be paid each year. The loan may be repaid at any time without penalty. There is no provision in the facility for a conversion to shares, it is purely a cash transaction.

The Corporations Act 2001 Sect 208 requires the approval of members for a financial benefit being given to a related party. To assist members, as required by Chapter 10 of the ASX Listing Rules an independent expert's report has been prepared by Hall Chadwick Corporate (VIC) Pty Ltd. Approval of this transaction is required in respect of Mr and Mrs Raptis under Listing Rules.

• 10.1.1, as they are related parties as directors of Raptis Group Limited
• 10.1.3, as they are substantial shareholders holding a joint indirect interest in 63.7% of fully paid ordinary shares. and
• 10.1.4 as certain associates of Mr and Mrs Raptis are involved in this transaction.

A voting exclusion statement is attached excluding Raptis Family Interests from voting.