Elanor Retail Property Fund : Notice of Extraordinary General Meeting/Proxy Form

Notice of Extraordinary General Meetings and Revised Timetable

20 July 2022

onlyCompany Announcements Office ASX Limited

Exchange Centre

Level 4, 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

useElanor Funds Management Limited ("the Company"), in its capacity as responsible entity of Elanor Retail Property Fund I and Elanor Retail Property Fund II (together "Elanor Retail Property Fund" or "ERF") (ASX: ERF) advises that Extraordinary General Meetings of its securityholders ("Securityholders") will be held at 11.00am (Sydney time) on Friday, 19 August 2022 at the offices of Computershare Investor Services, Level 3, 60 Carrington Street, Sydney ("Meetings").

On 24 June 2022 the Company announced the proposed privatisation of ERF through a transaction involving the disposal of Tweed Mall, an off-marketbuy-back to acquire up to 100% of ERF securities and the delisting of ERF to become the Elanor Property Income Fund (an open-ended, multi sector property fund generating reliable income from a portfolio of high

investment quality real estate assets) ("Proposal").

personalSecurityholders are being asked to vote on four inter-conditional resolutions to facilitate the Proposal. A copy of the Notice of Meetings and Explanatory Statement, and Proxy Form in relation to the business to be conducted at the Meetings is attached to

this announcement.

The timetable for the Proposal has been revised in consultation with the ASX and relevant stakeholders. The revised timetable for the Proposal is set out in Appendix A to this announcement.

Securityholders are strongly encouraged to lodge a directed Proxy Form prior to the Meetings in accordance with the in tructions contained in the Notice of Meeting.

Yours sincerely,

Symon Simmons

Company Secretary

Elanor Funds Management Limited

ForAuthority and Contact Details

This announcement has been authorised for release by the Board of Directors of Elanor Funds Management Limited For further information regarding this announcement please contact:

Symon Simmons

Company Secretary

Elanor Investors Group

Phone: [phone]

Elanor Funds Management Limited | GPO Box 1511, Sydney NSW 2001 | www.elanorinvestors.com/erf

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	Appendix A - Timetable
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		Event		Date
		Announcement of Proposal		Friday, 24 June 2022
		Despatch of the Notice of Meetings and the Explanatory Statement		Wednesday, 20 July 2022
		Last time and date for receipt of Proxy Forms (including proxies lodged online)		Wednesday, 17 August 2022
use		at 11:00am
		or powers of attorney by the Registry for the Meetings		at 11:00am
		Time and date for determining eligibility to vote at the Meetings		Wednesday, 17 August 2022
				at 7:00pm
		Securityholder Meetings		Friday, 19 August 2022
personal
		Ex-Entitlement Date for Buy-Back and Special Distribution		Thursday, 25 August 2022
		Buy-Back and Special Distribution Record Date		Friday, 26 August 2022
		Opening Date for Buy-Back		Tuesday, 30 August 2022
		Despatch of the Buy-Back booklet		Wednesday, 31 August 2022
		Settlement of Tweed Mall disposal		Thursday, 6 October 2022
		Tweed Mall Special Distribution to ERF Securityholders		Friday, 7 October 2022
		Closing Date for Buy-Back		Friday, 21 October 2022
		Announcement of the results of the Buy-Back		Monday, 24 October 2022
		Settlement Date of Buy-Back		Monday, 31 October 2022
		Suspension Date (date on which ERF securities are suspended from trading		Wednesday, 2 November 2022
For
		on ASX)
		ERF Delisting Date		Friday, 4 November 2022

All dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates refer to Sydney time.

Elanor Funds Management Limited | GPO Box 1511, Sydney NSW 2001 | www.elanorinvestors.com/erf

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For personal use only

Notice of Meetings of Securityholders

and Explanatory Statement

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Notice of Meetings and Explanatory Statement should be read in its entirety. If you are in any doubt about the information provided or the action you should take, you should consult your financial, taxation or other professional adviser. Should you wish to discuss the matters in this Notice of Meetings and Explanatory Statement, please contact the ERF Securityholder Information Line on 1300 631 217 for callers within Australia or [phone] for callers outside of Australia between 8:30am and 5:30pm Sydney time Monday to Friday.

use only

Notice of Meetings of

Securityholders

Notice is hereby given that meetings of securityholders of Elanor Retail Property Fund I (ARSN 615 291 220) (ERPF I) and Elanor Retail Property Fund II (ARSN 615 291 284) (ERPF II) (together Elanor Retail Property Fund or ERF) (ERF Securityholders) will be held:

Friday, 19 August 2022 at 11.00am Sydney time Computershare Investor Services

Level 3, 60 Carrington Street, Sydney NSW 2000

for the purpose of transacting the items of business set out in this Notice of Meetings, being the approval of (i) a buy-back of ERF Securities (Buy-Back); (ii) the disposal of all of ERF's interests in the Tweed Mall (iii) the proposed amendment of constitutions of ERPF I and ERPF II and (iv) the proposed privatisation and delisting of ERF (Privatisation) (together, the Proposal).

Due to the continuing impacts of the COVID-19 pandemic, ERF reserves the right to conduct the Meetings as virtual online meetings and, in that event, ERF Securityholders will be advised of the procedures for attending and voting by email to their email addresses recorded with ERF and by ASX announcement.

For personal

If you wish to vote by proxy, please complete and return the Proxy Form provided to you by following the instructions set out in the Notice of Meetings in sufficient time so that it is received by Computershare no later than 11am Sydney time, Wednesday 17 August 2022.

This Notice of Meetings is issued by Elanor Funds Management Limited (ACN 125 903 031) (EFML) in its capacity as responsible entity for ERPF I and ERPF II (Responsible Entity).

The attached Explanatory Statement is provided to supply ERF Securityholders with information to enable ERF Securityholders to make an informed decision regarding the Resolutions set out in this Notice of Meetings. The Explanatory Statement is to be read in conjunction with this Notice of Meetings.

Terms and abbreviations are defined in the Glossary at the end of this Notice of Meetings and Explanatory Statement.

The Directors of Elanor Funds Management Limited as Responsible Entity, unanimously recommend that you vote in favour of all the Resolutions, in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude that the Proposal is fair and reasonable to the ERF Securityholders.

The Independent Expert, BDO Corporate Finance (East Coast) Pty Ltd, has concluded that the Proposal is fair and reasonable to the ERF Securityholders. BDO's conclusion should be read in context with the full Independent Expert's Report set out in Appendix 1 of this booklet.

The Directors recommend that ERF Securityholders vote

IN FAVOUR of all Resolutions.

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For personal use only

Contents
Notice of Meetings of Securityholders	2
Letter from the Chair	4
Items of Business	9
Explanatory Statement	13
Glossary	72
Appendix 1 - Independent Expert's Report	77
Proxy Form	157
Corporate Directory	159

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