Augusta Industrial Notice of Meeting 2019

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NOTICE OF MEETING 2019

Augusta Industrial Fund Notice of Annual Meeting 2019 Augusta Industrial Fund Limited (the Company or the Industrial Fund) gives you notice that the inaugural annual meeting of the shareholders of the Company will be held at Jet Park Airport Hotel & Conference Centre, 63 Westney Road, Mangere, Auckland on 5 September 2019, at 5:45pm.

The business of the meeting will be:

Item A – Presentations

To record the re-appointment of Ernst & Young as auditors of the Company and to consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That the board be authorised to fix the auditors’ fees and expenses from time to time.”

An explanation of the requirement for this resolution is set out in the Explanatory notes on page 6.

(a) The Chairman of Augusta Industrial Fund will address shareholders.

Item C – General Business

(b) Presentation from the Manager, Augusta Funds Management Limited.

Such other business as may be properly raised for discussion at the meeting.

(c) Shareholder discussion. (d) To receive and consider the Annual Report including the Financial Statements and the Auditor’s Report for the 11 months and 15 days ended 31 March 2019.

Item B – Resolutions 1. Election of Director – Mark Francis Mark Francis retires by rotation pursuant to clause 17.1 of the Company’s constitution and, being eligible, offers himself for re-election as a Director.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That Mark Edward Francis be re-elected as a director of the Company.”

A brief biography for Mark Edward Francis is set out in the Explanatory Notes on page 6.

2. Election of Director – Guy French-Wright Guy French-Wright retires by rotation pursuant to clause 17.1 of the Company’s constitution and, being eligible, offers himself for re-election as a Director.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That Guy French-Wright be re-elected as a director of the Company.”

A brief biography for Guy French-Wright is set out in the Explanatory Notes on page 6.

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3. Re-Appointment of Auditors

Explanatory Notes Explanatory Notes on the re-election of Mark Francis and Guy French-Wright and the fixing of the auditor’s fees and expenses, are attached to and form part of this Notice of Annual Meeting.

Directors’ Recommendation The Directors unanimously recommend that you vote in favour of the resolutions.

NOTICE OF ANNUAL MEETING 2019 (continued)

Attendance

Mail

All shareholders are entitled to attend and vote at the Annual Meeting or to appoint a proxy or representative (in the case of a corporate shareholder) to attend and vote on their behalf.

If mailing from New Zealand please use the reply-paid envelope provided. If mailing from outside New Zealand please affix the required postage and address to:

Proxies

Link Market Services Limited, P.O. Box 91976, Auckland 1142, New Zealand.

You may exercise your right to vote at the meeting either by being present in person or by appointing a proxy to attend and vote in your place. A proxy need not be a shareholder of the Company and may be the chair of the meeting. If you appoint the chair of the meeting as your proxy with a discretion as to how votes are cast, the chair will vote in favour of resolutions 1, 2 and 3. You may direct your proxy to vote or give your proxy a discretion to vote how he/she sees fit. If you wish to give your proxy such discretion you should mark the box accordingly. If you do not mark any box then your direction is to abstain.

A proxy form is attached to this notice. If you wish to vote by proxy you must complete the form and produce it to the Company or its share registrar, Link Market Services, so as to be received no later than 5:45pm on 3 September 2019.

Deliver Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland.

By order of the Board

Mark Petersen Chairman 4 July 2019

Proxy forms can be sent to Link Market Services by the following methods:

Online Visit the Link Market Services Investor website: https://investorcentre.linkmarketservices.co.nz/voting/AIF and follow the prompts.

Email Scan and email to: meetings@linkmarketservices.com. Please put “Augusta Industrial Fund Proxy� in the subject line for easy identification.

Augusta Industrial Fund Limited Notice of Annual Meeting 2019

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Augusta Industrial Fund Limited Notice of Annual Meeting 2019

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Explanatory Notes These notes form part of the Notice of Annual Meeting.

Resolution 1

Resolution 2

Resolution 3

Re-election of Mark Francis

Re-election of Guy French-Wright

Re-Appointment of Auditors

The approval of an ordinary resolution of the holders of the ordinary shares in the Company is required for Resolution 1 (i.e. a simple majority of votes cast at the meeting by shareholders entitled to vote and voting).

The approval of an ordinary resolution of the holders of the ordinary shares in the Company is required for Resolution 2 (i.e. a simple majority of votes cast at the meeting by shareholders entitled to vote and voting).

A brief biography of Mark Francis follows:

A brief biography of Guy French-Wright follows:

Ernst & Young is the auditor of the Company and has indicated its willingness to continue in office.

Section 207P of the Companies Act 1993 provides that a company must, at the annual meeting held in the accounting period appoint a qualified auditor to hold office from the conclusion of the meeting until the conclusion of the next annual meeting and audit the financial statements of the Company (and its subsidiaries).

BCom (Fin) Mark is the Managing Director of Augusta Capital Limited and the Manager since October 2006. Mark has a Bachelor of Commerce in Finance from the University of Otago and has a background in finance and property in roles with Hendry Hay MacIntosh, Force Corporation Limited and Village Roadshow Australia Pty Limited. Mark formed Augusta Group Limited in 2001 and began property syndication through Augusta Funds Management in 2003.

Mark has the largest shareholding in Augusta Capital.

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BCom VPM (Valuation & Property Management) Guy is currently the Co-Founder and Director of Align Property Partners which is a privately-owned real estate investment firm, focusing on value-add and opportunistic commercial real estate within Australia.

Guy was previously the Chief Operating Officer of Augusta Capital, the parent company of the Manager. Prior to joining Augusta, Mr French-Wright spent 15 years living and working in Australia in the property sector. At Quintessential Equity, a wholesale property fund manager based in Melbourne, Australia, Guy was the General Manager – Development and was responsible for building a diversified development business. Prior to that, he was Development Director – Commercial at the Mirvac Group in Melbourne and had previous roles at Mirvac, Salta Properties and Austcorp Group in Australia. In 2018, Guy stepped down as Chief Operating Officer of Augusta Capital to return to Melbourne.

Further, section 207(S) of the Companies Act 1993 provides that the fees and expenses of the auditor are to be fixed in such a manner as the Company determines at the Annual Meeting. Resolution 3 authorises the Board, consistent with commercial practice, to fix the fees and expenses of the auditors for the ensuing year.

The approval of an ordinary resolution of the holders of the ordinary shares in the Company is required for Resolution 3 (i.e. a simple majority of votes cast at the meeting by shareholders entitled to vote and voting).

Asaleo - Castle Rock Business Park, Mary Muller Drive, Hillsborough, Christchurch.

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Augusta Industrial Fund Limited Level 2, 30 Gaunt Street, Auckland PO Box 37953, Parnell Telephone +64 (9) 300 6161