360 Capital REIT : Notice of Meeting - TOT

ASX Release

29 April 2022

360 Capital Group (ASX: TOT)

NOTICE OF EXTRAORDINARY MEETING OF MEMBERS

Page 1 of 1

Dear Investor,

On behalf of the Board, I notify you of an Extraordinary Meeting of the Members of 360 Capital REIT, the stapled entity comprising 360 Capital Active REIT ARSN 602 303 613 and 360 Capital Passive REIT ARSN 602 304 432 (ASX:TOT), to be held concurrently.

The Meeting of Members of TOT will be held in person and virtually at 11.00am (AEST) on Wednesday, 1 June 2022. Formal notice of meeting is enclosed.

To record your vote, please return the proxy form to our Registry provider before 11.00am (AEST) on Monday, 30 May 2022.

Yours Sincerely,

David van Aanholt Deputy Chairman

Authorised for release by, Glenn Butterworth, Company Secretary.

360 Capital FM Limited ABN 15 090 664 396 (AFSL 221474) as responsible entity of the 360 Capital Active REIT ARSN 602 303 613 and the 360 Capital Passive REIT ARSN 602 304 432.

Notice of Extraordinary General

Meetings

360 Capital Group Limited ABN 18 113 569 136

360 Capital Active REIT ARSN 602 303 613

360 Capital Passive REIT ARSN 602 304 432

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.

L332449280.1

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

A

Notice of Meetings

360 Capital REIT comprised of 360 Capital Active REIT ARSN 602 303 613 360 Capital Passive REIT ARSN 602 304 432 together the "Fund"

Notice is given by 360 Capital FM Limited ABN 15 090 664 396 (AFSL 221474) as responsible entity of the Fund that a meeting of members of the Fund will be held concurrently at the time, date and place detailed below, or such later time and date as notified to Members:

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the Meetings. The notes about the Meetings and Explanatory Memorandum are part of this Notice of Meeting.

Business of the Meetings

APPROVAL OF SALE

The meeting is asked to consider and if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.1 and for all other purposes, the sale by the Fund of shares in PMG Holdings Limited to 360 Capital FM Limited in its capacity as trustee of PMG Holdings Trust, a wholly owned subsidiary of 360 Capital Group (ASX:TGP), a related party of the Fund, on the terms described in the Explanatory Memorandum, be approved."

Short Explanation

The Fund proposes to sell its 50% interest in PMG Holdings Limited, a New Zealand Fund Manager, to 360 Capital FM Limited in its capacity as trustee of PMG Holdings Trust, a wholly owned subsidiary of 360 Capital Group (ASX:TGP) ("TGP") (the Proposed Sale). TGP is a substantial Member in the Fund and is deemed a related party, a substantial holder and an associate under the ASX Listing Rules. Accordingly, by virtue of ASX Listing Rules 10.1.1, 10.1.3 and 10.1.4, the Fund must seek Member approval for the Proposed Sale under ASX Listing Rule 10.1.

Independent Expert's Report

Members should carefully consider the Independent Expert's Report included with this Notice of Meeting, prepared by the Independent Expert, BDO Corporate Finance, for the purposes of the Member approval required under ASX Listing Rule 10.1. The Independent Expert's Report comments on the fairness and reasonableness of the transaction the subject of this Resolution to Members in the Fund. The Independent Expert has determined that the Resolution is fair and reasonable to Members.

Voting exclusion

Votes cast in favour of the Resolution by or on behalf of TGP or any other person who will obtain a material benefit as a result of the transaction, or any of their respective associates, will be disregarded (except a benefit solely by reason of being a holder of Stapled Units).

However, this does not apply to a vote cast in favour of the Resolution by:

• • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or

• • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

  • o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By order of the Board

David Van Aanholt Deputy Chairman

360 Capital FM Limited as responsible entity of 360 Capital REIT

Dated: 29 April 2022

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