P 2 Important information This Information Memorandum (IM) is dated on or about 30 April 2019 and has been issued by RF CorVal Partners Limited ACN 130 628 830 (Trustee or RF CorVal). RF CorVal is the holder of Australian Financial Services Licence No. 326118.

This IM is not a prospectus or a product disclosure statement, and therefore does not have to comply with the relevant provisions of the Corporations Act 2001 dealing with disclosure documents.

This IM is for the sole use of the recipient and may not be reproduced or distributed to any other person. If you have received this document from anyone other than RF CorVal, please return it to RF CorVal.

This IM outlines some of the key points in relation to the investment. The matters included in this IM do not constitute a comprehensive statement of the costs, benefits, risks and other characteristics of the investment.

Potential investors should read this IM in its entirety, obtain advice from a suitably qualified professional advisor and make their own assessment of the investment before deciding to invest.

This IM does not constitute advice on legal, taxation and investment matters and does not take into account the investment objectives or the personal financial circumstances of any person to whom it is provided.

Disclaimer Whilst this IM includes information about the nature of the investment, the Property and other matters, it is not exhaustive in its contents and should not be considered as such.

All projections and forecasts in this IM are for illustrative purposes only. They are based on the opinions of, and the assumptions and qualifications made by the directors of RF CorVal as at the date of this IM. Actual results may be materially affected by changes in economic and other circumstances.

Any reliance placed upon the accuracy of projections, forecasts and other information provided in this IM, and the appropriateness of opinions, assumptions and qualifications used, is a matter for your own commercial judgement. No representation or warranty is made that any projections, forecasts, values, assumptions or estimates contained in this IM can or will be achieved.

RF CorVal and its directors, officers, employees, advisers and representatives give no warranty and make no representation in respect of the contents of this IM, nor do they accept any responsibility for the accuracy, reliability or completeness of the information provided in this IM.

Investors Investment is only available to investors who are “wholesale clients” within the requirements of section 761G of the Corporations Act 2001 (Cth) or who are otherwise entitled to invest – see section 17 for more detail. P 4 1 Executive Summary 6

2 Offer Highlights 8

3 Property Overview 16

4 Horticulture Industry Overview 19

5 Montague 28

6 Comparable Investment Sales 39

7 Lease Summary 41

8 Investment Strategy 44

9 SWOT Analysis 49

10 RF CorVal 51

11 Investment Structure 54

12 Forecast Financial Information 56

13 Sensitivity Analysis 59

14 Gearing 60

15 Risk Factors 61

16 Fees 65

17 Investors and Minimum Investment 65

18 Additional Information 69

19 Conclusion and Transaction Timing 71

20 Steps to Invest 72

Application Form

Accountant’s Certificate

Adviser’s Certificate 1 EXECUTIVE SUMMARY RF CorVal is pleased to present to investors the opportunity to invest in the RF CorVal Montague Trust (Trust).

The Trust is a single asset trust that, subject to the completion of due diligence to the satisfaction of RF CorVal and successful equity raising under this Information Memorandum (IM), will acquire a state of the art packing and distribution facility on a fund through basis from Montague Group (Montague). From the expected completion of the building in July 2020, the Property will be leased by Montague for an initial term of twenty years, together with three further options, including one ten year option plus two further five year options.

The Property is located at 18 Horswood Road, Narre Warren North, Victoria (Property). As vendor of the site, this is a key strategic location for Montague, adjoining their existing facilities that comprises cold stores, fruit processing facilities, residents and its orchards.

The total acquisition cost is $33m which reflects an initial yield of 8.0% and $1,758 per sqm over the improved lettable area. Under the fund through structure, the unimproved land is to be acquired upfront for $1.5m, with construction of the building to then be progressively funded by the Trust, from equity and debt sources, through until its projected completion in July 2020.

The Property will replace Montague’s current packing facility, and will allow them to double their handling and packing capacity and significantly improve efficiency. The expansion is needed to support both Montague Orchards and external growers in the rapidly growing volumes of controlled variety fruit, whilst supporting the anticipated growth of Montague Retail sales, particularly in exports.

The Trust will be funding the ‘base building’ component of the Property and Montague themselves will be funding the installation of state of the art packing and sorting equipment for a further $15m at the Property, using their own funds.

The lease structure will be such that, in addition to Montague being responsible for the payment of the base rent and all property outgoings, they will also be responsible for the costs of operating and servicing the mechanical appliances at the Property. On account of this, the Trust is forecast to receive predictable net cash flows from the Property over the intended Trust term of seven years.

Rent reviews occur annually from the third anniversary of the lease commencement date, with fixed increases to be applied on the greater of 2.50% or CPI.

The immediate area is predominantly rural living in nature with favourable zoning and willingness by council to create low density residential within close proximity of the south eastern working centres (Dandenong and Yarra Valley region). The area is well serviced with facilities complementing residential occupation including access to major arterial roads, the Fountain Gate shopping centre and both primary and secondary schools. RF CorVal is cognisant of the growing population and urban sprawl occurring in South East Melbourne, and has therefore negotiated a Development Clause within the Montague lease to allow for a possible higher and better use for the underlying land in the future.

P 6 The proposed gearing level for the Trust is 55%, which based upon the cost known to date, requires an equity raising of $16.5m.

To maintain an alignment of interest with Trust investors, the senior executives, Directors and shareholders of RF CorVal will subscribe between 5% - 10% of the Trust equity raise. In addition, shareholders of the Montague business itself (being the Montague family members) will subscribe between 15% - 20% of the Trust equity raise. 2 OFFER HIGHLIGHTS

Projected Trust 11.0% equity IRR (a)

Projected Trust The projected Trust Earning Per Unit (EPU) is forecast to be 7.0% during the EPU and DPU (a) (b) fund through period from May 2019 to June 2020 and then average 9.0% over the investment term (from completion). Subject to the performance of the Trust over this period, Distributions Per Unit (DPU) will be paid in line with the EPU, thereby providing Investors with an attractive income yield in the current low interest rate environment. See page 14 for further information on the projected Trust EPU and DPU.

Trust equity raise $16.5m

RF CorVal Between 5% - 10% of the equity raise. co-investment

Montague Between 15% - 20% of the equity raise. co-investment

Montague’s Montague will be investing a substantial amount into the facility itself, investment into installing state of the art packing and sorting equipment at a cost of the facility approximately $15m.

Substantial tax Indicative tax depreciation benefits provided by an independent consultant depreciation indicates 100% tax deferral from the projected lease commencement date of July 2020.

FY21 FY22 FY23 100% 100% 100%

P 8 Attractive purchase The agreed purchase price for the Property is $33.0m, which reflects an price metrics attractive purchase yield of 8.0% based upon the agreed commencing rent with Montague post completion of the Property. The Property purchase price of $33.0m has also been supported by an independent property valuation as prepared by Jones Lang LaSalle. The initial property yield of 8.0% is considered to be attractive in the current investment environment, considering the length of the initial lease term, tenant covenant, stamp duty efficient acquisition structure and the nature of the underlying improvements.

Distribution during Included within the agreed purchase price of $33.0m is an allowance of $1m construction period to be paid to Trust investors by way of income distributions at a distribution rate of 6.5% during the construction period

Montague tenant Montague is a well-established grower and distributor in the fresh fruit covenant industry, operating for over 70 years and currently employing over 300 staff. The business commands large market share of both the apples (18%) and stonefruit (15%) industries. Long standing relationships exist with both major supermarkets in Australia with 66% of Montague’s customer contracts relating to Coles (35%) and Woolworths (31%). Separately to this, RF CorVal engaged ShineWing Australia on behalf of the Trust to perform a financial review of the Montague business within the context of the proposed transaction. As the long-standing auditor of Montague’s financial accounts, ShineWing were well positioned to use their existing knowledge and insight to scrutinise Montague’s business and forecasts. Further information on the Montague’s financials and findings of ShineWing’s review are detailed in section 5.

Long term lease The property will be leased back by Montague for an initial term of 20 years, with three further options, including one ten year option plus two further five year options. Downside protected On account of the initial 20-year lease term, Trust investors are provided investment with a substantial level of downside protection. Assuming 2.5% rent reviews throughout the initial lease term, the total cash cashflows under the lease are $66.2m, which discounted at a discount rate of 7.4%, equals the Property purchase price of $33.0m. This analysis shows the minimum return at a property level that will be generated if the Property was to be held for the full lease term. In addition, it assumes no residual value for the land or the property improvements at the end of the lease, which is considered to be conservative given the expected 50-60 year economic life of the facility and the possibility that Montague will continue to lease the Property beyond the initial 20 year lease term through the exercise of any or all of the lease options.

Stamp duty Stamp duty is payable on the $1.5m land purchase price only, as the balance efficient structure of the acquisition cost ($31.5m) is paid to Montague as the developer under the Development Agreement.

Brand new Upon completion, the Property will be a state of the art facility, utilised for facility the storing, sorting and packing of fresh fruit. The Property will be strategically important to the Montague business, as it is located in ideal proximity to its 200+ affiliated orchards across southern Australia. The facility will improve Montague’s efficiency in packing capabilities to the extent the Montague group has advised the volume of fruit that is able to be packed in the new facility will double in comparison to their existing packing facility, thereby further enhancing the profitability of the Montague business.

Underlying food The Property is directly linked with the supply of fresh fruit, in particular use apples and stonefruit, to both Australian and offshore customers. Apple and stonefruit consumption in Australia are both wide-reaching and consistent. Over 90% of households are purchasing apples in particular, and demand for both categories of fruit have grown consistently with population. Given the on-going need to feed people, the demand for fruit is expected to remain strong even when wider economic conditions are weak. Also, growing trends towards foods that improve health and well-being will further support fresh fruit.

P 10 Experienced The Trust is managed by a quality, experienced investment manager who is manager aligned with the Investors through a material co-investment in the Trust.

Simple Single property asset housed in an unlisted trust structure, thereby providing structure an attractive negative correlation to equity markets and other asset classes, as well as generating a significant yield premium to the current low interest rates available on cash deposits.

(a) Net of base fees and Trust expenses but before any performance fee. The projected returns are based on the opinions of, and the assumptions and qualifications made by, the directors of RF CorVal as at the date of this IM. Actual results may be materially affected by changes in economic and other circumstances. See section 12 for the assumptions around the returns, section 15 for the various risk factors and section 13 for some sensitivity analysis around the projected returns.

(b) Whilst it is RF CorVal’s intention to maintain a DPU in line with EPU over the investment term of the Trust, this remains subject to the performance of the Trust. MONTAGUE OVERVIEW Montague is a family owned Australian fresh fruit producer founded by Bill Montague at Narre Warren North in 1948. Bill’s family maintains full control of the business which currently employs 300 full time staff and supports more than 200 orchards that in turn employs over 1,000 people. Montague grows, processes and distributes more than 50,000 tonnes of fruit each year, generating $181 million revenue in FY2018. Since its inception, Montague has experienced rapid expansion and has established itself as a major packer and distributor in the industry whilst at the same time developing long-lasting strategic business relationships with major domestic retailers. Montague’s national retail partners are Woolworths, Coles, IGA, Aldi, Costco and select independent retailers.

RF CorVal has previously completed extensive due diligence on the Montague Group from the previous acquisition of their cold storage facility in Truganina, which has now been sold by the Montague Group to a US operator (Agro Merchants) in December 2018, with the proceeds of sale being partly used to repay bank debt, thereby allowing the Montague Group to be currently bank debt free.

MONTAGUE FINANCIAL OVERVIEW Montague has a history of consistent growth in gross revenue and profitability, as detailed in the table below:

INCOME STATEMENT (IN A$'000S) ACTUAL FORECAST 2014 2015 2016 2017 2018 2019*

Net Sales 162,525 175,402 178,623 179,788 180,744 173,111

Annual Growth rate 17.6% 7.9% 1.8% 0.7% 0.5% -4.2%

COGS 109,610 110,668 116,639 118,122 123,176 127,627

Gross Profit 52,915 64,734 61,984 61,665 57,568 45,483

Gross Margin 32.6% 36.9% 34.7% 34.3% 31.9% 26.3%

Operational expenses 41,824 56,738 56,705 54,313 52,862 38,633

Operational EBITDA 11,091 7,996 5,279 6,744 4,705 6,850

* In December 2018 Montague divested its cold storage business, which impacts the Net Sales and Operational Expenses figures.

HORTICULTURE MARKET OVERVIEW Fresh fruit in Australia is an industry valued at almost $5 billion, with the combined apples, pear and stonefruit segment being approximately 20% of this. These fruits are embedded staples on the Australian shopping list, providing each household with affordable snacking options amongst an increasingly health conscious demographic.

Apples are the most established fruit with over 90% of households purchasing some form of varietals, with 60% purchasing pears and 50% purchasing stonefruits. Importantly, consumption of each have remained consistent over a considerable period of time now. Opportunities for growth continue to present themselves in both the licensing of new varieties and the export market, particularly Asia.

P 12 INVESTMENT STRATEGY The Trust investment strategy revolves around acquiring the Property under the fund through structure and at an attractive pricing point, maximising the Trust’s EPU through the benefits of the Trust’s loan facility and monitoring the most appropriate time to realise the Trust Property to maximise investor returns (see section 8).

FUND THROUGH PERIOD Subject to the completion of due diligence to the satisfaction of RF CorVal, the Trust will acquire the Property under a fund through structure, which involves the Trust entering into the following transaction documents;

- a conventional Contract of Sale to acquire the unimproved land for $1.5m. - a Development Agreement with Montague as both the developer and end tenant. Under this agreement; - Montague is responsible for the delivery of the building in accordance with the design brief, plans and approvals in place. Importantly, all development and construction risks rest with Montague; - RF CorVal is responsible for the progressive payment of the $31.5m development cost to Montague; - Montague is to pay the Trust a coupon based upon the cumulative cost paid to Montague multiplied by the acquisition yield of 8.0%; and - Upon completion, Montague is required to lease back the property, under the pre-agreed lease terms (see section 7). - a Builders Side Deed with the nominated builder, Qanstruct and Montague, will provide a contractual relationship between the Trust and the builder, giving the Trust the ability to step into the construction contract in the event of a default by either Qanstruct or Montague. - a Tripartite Deed with Montague, the Trust and the Trust loan financier, which provides the loan financier with the protection measures they are expected to require. During the forecast 12 month construction period, monthly project control group meetings will be held to ensure the development is being carried out in accordance with the development agreement. Practical completion for the Property is expected to be on or around July 2020, whereupon the lease with Montague will commence.

As at the date of this IM, the various transaction documents are in the process of being finalised. RF CorVal has appointed the independent law firm, King & Wood Mallesons, to review and negotiate these documents on behalf of the Trust. Before executing these documents, King & Wood Mallesons will be asked to provide a sign-off letter to RF CorVal confirming the documents are in an acceptable form, they are materially consistent with the document summary as detailed in this IM and contain no material risks to the Trust. Refer to section 8 for further details on the fund through structure, including the protection measures to both the Trust and Trust investors. FINANCIAL SNAPSHOT On account of the initial twenty year lease term with Montague and 100% occupancy, it is intended the Trust will utilise an initial gearing level of 55% ($18.15m).

A credit approved term sheet has been provided by an Australian bank to provide this loan facility, initially as a construction loan facility to partially fund the development cost for the Property, which then reverts to a term loan investment facility for a further three year term upon completion of the development works and commencement of the lease with Montague.

The loan terms as outlined in the credit approved term sheet have been adopted in preparing the projected financial returns as outlined in this IM. See section 14 for details on the Trust loan facility and key terms.

Subject to the assumptions outlined in section 12 and the risks outlined in section 15, the projected financial returns from an investment are presented below:

Note Projected Trust Projected Trust Earning Yield* Distribution Yield*

Year to end 30.6.20 (fund through period) a/b 7.00% 6.50%

Year to end 30.6.21 a/b 8.56% 8.25%

Year to end 30.6.22 a/b 8.43% 8.25%

Year to end 30.6.23 a/b 8.50% 8.50% Year to end 30.6.24 a/b 8.90% 8.75%

Year to end 30.6.25 a/b 9.31% 9.25%

Year to end 30.6.26 a/b 10.05% 10.00%

Average 8.68% 8.50%

Projected Trust Equity IRR 11.0%*

Initial investment ($500,000)

Projected Trust earnings * $304,748

Projected net sale proceeds * $628,413

Total cash available for distribution $933,161

Multiple 1.9 x

* Net of base fees and Trust expenses but before any performance fee. The projected returns are based on the opinions of, and the assumptions and qualifications made by, the directors of RF CorVal as at the date of this Information Memorandum. Actual results may be materially affected by changes in economic and other circumstances. See section 12 for the assumptions around the returns, section 15 for the various risk factors and section 13 for some sensitivity analysis around the projected returns.

a It is RF CorVal’s intention to conservatively manage the Trust cashflows, and in doing so, the intention is to maintain a distribution per unit (DPU) which are marginally lower than the earning per unit (EPU) over the investment term. The funds retained over this period may be used to pay down debt, partially fund any property expansion works or be paid to investors in future years through increased income distributions.

b Remains subject to the performance of the Trust.

P 14 The forecast investor returns are subject to the following key property assumptions:

Property disposal date Jun 26 Property disposal price $37.8m Disposal price per sqm of GLA $2,012 Disposal yield 8.00%

Hold period 7.1 years WALE at disposal 13.9 years

TIMELINE As at the date of this IM, RF CorVal’s due diligence to acquire the Property is ongoing. The Trust equity raising is therefore subject to the completion of the key due diligence items outlined in section 8, as well as the procurement of debt finance on terms materially consistent with those outlined in section 14.

If this occurs as expected, it is RF CorVal’s intention to exchange contracts and enter into the transaction documents on or before the expiry date for completion of due diligence on 28 May 2019.

Should RF CorVal elect to not proceed with the acquisition, investors will have no liability towards any of the due diligence costs incurred up until that point in time. These costs will be the liability of RF CorVal.

KEY DATES The key dates for the offer are as follows, each of which are indicative only and RF CorVal reserves the right to change without notice:

Receipt of signed Application Form and 100% of investor application monies 31 May 2019

Allotment of units to investors 31 May 2019 3 PROPERTY OVERVIEW BUILDING OVERVIEW The proposed development at 18 Horswood Road, Narre Warren North will be a purpose-built processing and packaging distribution facility with a total NLA of 18,000 sqm. This Property will sit on approximately 13 hectares of land which has been formally subdivided and known as [C/T 11929/436]. The improvements will include state of the art distribution amenities, hardstand, office, car parking and new roadways. There will also be a 750 sqm customer engagement center erected on the western portion of the land, which will include a restaurant and portal for Montague to exclusively market their various brands to their customers and the public.

The Property will allow Montague to double its handling and packing capacity and significantly improve its efficiency. The expansion is needed to support both Montague Orchards and external growers in the rapidly growing volumes of controlled variety fruit, whilst supporting the anticipated growth of Montague Retail sales, particularly in exports.

The engagement centre will support the development of Montague brands in domestic and international markets. The centre will provide café-style food, fruit and related Montague products for sale, as well as a meeting and conference space for the surrounding community and businesses. The centre will also include administration facilities for Montague staff and an events space for growers and employees, including training for local and international partners.

The development has been granted full Planning approval by the Yarra Ranges Council. Montague has appointed Qanstruct as their preferred builders who were also the builders for RF CorVal and Montague’s cold storage facility in Truganina. Montague is finalising discussions with various equipment suppliers which will also form part of the fixtures to the Property.

P 16 LOCATION OVERVIEW The Property is located in Narre Warren North, which is 40km South East of Melbourne's CBD and is situated on the northern side of Horswood Drive, adjoining Montague's exiting facilities that comprises cold stores, fruit processing facilities, residents and its orchards. The immediate area is predominantly rural living in nature with favorable zoning and willingness by Council to create low density residential within close proximity of the south eastern working centers (Dandendong and Yarra Valley region). The area is well serviced with facilities complementing residential occupation including access to major arterial roads, the Fountain Gate shopping centre and both primary and secondary schools. RF CorVal is cognisant of the growing population and urban sprawl occurring in SE Melbourne, and has therefore negotiated a Development Clause within the lease to allow for the potential of a higher and better use in the future for the land.

The Property, in particular the engagement centre, will cater for visitors to the adjacent Lysterfield Park, which currently draws over 400,000 visitors per annum but offers no amenities. This has been an issue that has been raised by Parks Victoria and subsequently very well supported by Yarra Ranges Council. The new engagement centre will also address the various issues with food, bike hire and amenities open to public.

Tourism data for the Yarra Valley and Dandenong Ranges confirms there has been positive growth trends. This has been the result of new content offering, in particular Agri-Tourism. Agri-tourism, is defined whereby commercial farmers welcome visitors on their property to pick fruit (“U-Pick”), tour the site, frequent an onsite cafe or even stay on the property. It has enhanced the diversity of local tourism content and a factor driving visitation growth in the region. Examples of successful recent investments in this family-friendly form of tourism include CherryHill and Rayner Orchards which has expanded U-Pick facilities and established operator in Agri-tourism. According to Tourism Research Australia (TRA) 2016; Yarra Valley and the Dandenongs Region attracts 4.3 million domestic day visitors, 839,000 domestic overnight visitors and almost 50,000 international visitors. Day trip visitors increased by 19.5% on the previous year and domestic overnight visitors increased by 12.6%. P 18 4 HORTICULTURE INDUSTRY OVERVIEW Fresh fruit in Australia is an industry valued at almost $5 billion, with the combined apples, pear and stonefruit segment being approximately 20% of this. These fruits are embedded staples on the Australian shopping list, providing each household with affordable snacking options amongst an increasingly health conscious demographic.

Apples are the most established fruit with over 90% of households purchasing some form of varietals, with 60% purchasing pears and 50% purchasing stonefruits.

Importantly consumption of each have remained consistent over a considerable period of time now. Opportunities for growth continue to present themselves in both the licensing of new varieties and the export market, particularly Asia.

The underlying demand driving the Australian horticulture industry will benefit from two key factors going forwards. These will be:

- demand from the rapidly developing Asian economies and; - the increased mechanisation of Australian horticultural production systems. Demand for fresh Australian fruit and vegetables in Asia has been driven primarily by the continued urbanisation of Asian economies particularly China. This process has transformed subsistence economies into net importers, primarily of branded fruit and vegetables which are considered a sign of affluence in Chinese culture. The secondary driver of Asian demand has been Australia’s reputation as a source of clean and green products which are safe for human consumption. Concurrent with the growth in demand has been the drive to mechanise Australian horticultural production through the introduction of new plant varieties and technologies which have increased yield and reduced the net cost per kilogram of production.

The vertically integrated Montague apple, pear and stronefruit business has identified the opportunities for Australian product globally. As a consequence, Montague has invested heavily in plantings of new product across Australia. These new plantings coupled with the delivery of more efficient export supply chain that will be delivered by in Narre Warren North redevelopment project is expected to deliver a period of sustained growth for Montague in the coming 10 years.

APPLES AND PEARS Australia’s combined apple and pear industry is well established as one of the most significant fruit industries’ in Australia. There are approximately 560 commercial apple and/or pear growers in the country. All states produce apples with Victoria the largest producer representing up to 50% of Australian apples production and around 90% of the nation’s pears. Currently Australia only exports a small proportion of its apples and pears, but the industry is looking to increase this significantly, in particular to Asia. Only a small quantity of apple and pears are imported into Australia from overseas. PRODUCTION In 2017, approximately 320,000 tonnes of Apples were produced with 30% sent to be processed (apple juice and other apple-based products). The remaining 224,000 tonnes were sold as fresh supply with the wholesale value estimated at $555 million. Together with the 59,000 tonnes of fresh supply of pears the combined apple and pear industry was valued at $683 million, making it the second highest value fruit industry in Australia, behind only berries ($1,006m) and larger than bananas ($623m), citrus ($571m) and table grapes ($313m).

CONSUMPTION In 2017 91% of Australian households purchased apples, buying an average of 840 grams per trip, while 60% of households purchased fresh pears. While recent trends have shown apple consumption to be relatively flat, it remains a consistent part of the Australian diet amongst a competitive snacking and convenience category. Population growth is a key demand driver of apple and pear consumption as displayed by the consistent trends in consumption per capita.

Besides population growth there are a number of demand drivers thought to influence the consumption of apples including:

-Convenience versus other snack foods; - Value proposition versus other convenience/snack foods; - Competition from other fruits with increasing year-round availability e.g. seasonal fruits such as berries; and - Perceived health benefits. As statistics show, pear consumption is not as broad based as apple consumption. The demographic tends to be older consumers, with higher applications in cooking such as salads, cheese platters and deserts. The consumption of pears is also thought the be heavily impacted by the consistency of eating experience.

APPLE CONSUMPTION – AUSTRALIA PEAR CONSUMPTION – AUSTRALIA

P 20 IMPORT AND EXPORT MARKETS Apple exports have steadily declined over the last decade with volumes decreasing from 30,000 tonnes in 2003 to just 5,000 in 2017. The major turning point for exports was the appreciation of the Australian dollar which reached a peak in 2012.

While the apple industry in Australia is currently almost totally reliant on the domestic market, those in the industry who are exporting are achieving price growth and better returns than on the domestic market1. Challenges relating to high cost of production and lack of presence and knowledge of the export market need to be addressed before scalable levels of exports can be achieved.

Similar to apples, pear exports were severely disrupted with the appreciation of the dollar but have now recovered strongly with the lower Australian dollar. Australia exports approximately 10% of its pear crop. The main destinations are Indonesia, New Zealand, Hong Kong, Canada and Singapore.

APPLE EXPORTS AND IMPORTS PEAR EXPORTS AND IMPORTS

INDUSTRY PROFITABILITY There is evidence of substantial variation in profitability across the industry where it is heavily driven by yield and management capability. Regarding industry profitability, the industry data shows that by normal profitability measures of earnings before interest, tax, depreciation and amortisation (EBITDA), the better performing businesses are achieving profit levels which by most small and medium enterprises (SMEs) business standards would be at the higher end of the spectrum. However, on the second standard measure of financial performance return on investment (ROI), the returns are lower than average because of the capital intensity of best practice pome fruit orchards, which can cost over $100,000 per hectare to establish.

The biggest cost item in both apple and pear production is labour. All activities from field production to packaging and grading are highly labour intensive.

1 Horticulture Innovation Australia, Apple and Pear Strategic Plan 2017-2021 Apple prices are highly sensitive to supply, which means that orchard income can reduce in high production years. Particularly given production volumes are dominated by the established brands (Pink Lady, Red Delicious, Royal Gala and Granny Smith) which are available to all Australian producers and not subject to protection by Australian Plant Breeders Rights.

Many apple growers have taken the opportunity to differentiate by introducing so-called ‘club’ or ‘managed’ varieties. These are new strains of apple that are developed by growers aiming to introduce new flavour and texture profiles. These varietals are protected through a form of intellectual property protection called Plant Breeder’s Rights (PBR) which operate much like a patents on manufactured goods. In Australia larger fruit production and marketing companies have acquired exclusive rights to produce and market these varieties and also the option to license third party growers. The ultimate benefit of these new varieties is delivered to the rights holder via from targeted marketing under specific brands that delivers a unique eating experience to the end consumer. Evidence in the form of increased sales values for these managed varieties since the mid-2000s, suggests managed varieties achieve a significant premium over established commodity lines, which highlights the opportunity for greater profitability to licensed marketers and growers.

P 22 OPERATING ENVIRONMENT APPLE AND PEAR INDUSTRY SWOT ANALYSIS

Strengths - The top quartile of growers is achieving world’s best practice productivity levels - High prevalence in the Australian diet as evidenced by over 90% of households purchasing apples - The large geographic spread of production areas and the associated microclimates enable Australian growers to produce great variety of a wide range of products, over a long seasonal window - Access to a range of varieties that can be customised to particular export markets -Market access to China - Strong consumer support for managed varieties of Apples and Pears in the domestic market as evidenced by the growth in total kilogram sales to 12.1m kg per annum (5% of total sales) in the 2018 year

Weakness - Higher input costs relative to competitors - Lower and more variable yield than competitors - Inconsistency in delivering good eating experiences - Lack of export competitiveness and capability -Lack of market access into potential markets - Under-representation in non-supermarket channels - Lack of reliable data on tree plantings and crop forecasts to inform investment decision-making

Opportunities - To take advantage of the world's best scientific knowledge in agronomy - Innovative approaches to packing and distribution – reducing production costs - Promoting the specific health benefits of apples and pears to take advantage of the growing trend towards healthier foods - The growing demand for quality fruit in nearby Asian and Middle Eastern markets - The industry financial resources available to invest in market development

Threats - An oversupply depressing prices to uneconomic levels - Threat of biosecurity incursion - Appreciation of the Australian dollar, which will drive imports - Decreased consumption due to concern about sugar/fructose - Food safety incident and threat of litigation -Political incident in China Sea disrupts trade SUMMER STONEFRUITS Australian summer stonefruit is produced in approximately 26 regions in all states across the country. Victoria and New South Wales dominate; however South Australia, Queensland and Western Australia are also important production states. Production has risen by approximately 25% over the last decade to over 120,000 tonnes per annum produced by about 1,200 growers. The 250 largest summer stonefruit growers are responsible for around 80% of Australian produce.

The stonefruit industry has undergone a transition. While it was once heavily reliant on the processing sector, today over 70% of production is sold as fresh fruit. In more recent years, the industry has gradually become more export oriented. The rising demand for Australian stonefruit in the Asian and Middle Eastern markets, which has been fuelled by the favourable exchange rate, has given the industry a great amount of optimism for the future export growth. However, success in exporting will be heavily reliant on gaining favourable market access protocols into more markets.

PRODUCTION In 2017 approximately 126,000 tonnes of summer fruits were produced with 15% sent to be processed and 11% to be exported. The remaining 97,000 tonnes were sold as fresh supply with the wholesale value estimated at $406 million.

CONSUMPTION In 2017 50% of Australian households purchased stonefruits, buying an average of 645 grams per shopping trip. Similar to apples and pears the domestic market consumption is relatively flat at approximately four kilos per capita. Peach and nectarine varieties are more dominant while plums and apricots have lower household penetration.

The increasingly time-poor consumer is shopping more frequently in smaller ‘top up’ quantities. This buyer behaviour is more susceptible to impulse purchases, thus providing an opportunity for stonefruit during the summer months, but at the same time exposing stonefruit to competition from other fruit. In addition, snacking ‘on the go’ is increasing, which apricots, nectarines and plums can exploit, but peaches are messier to eat and have less opportunity in this area.

As with apples and pears, population growth is a key driver of domestic demand, with other variables influencing the consumption of stonefruits, including:

- Competitor fruits, including berries, grapes, melons and tropical fruits, all peak at the same time, however, the stonefruit category competes strongly. - Consistency of eating quality - the practice of marketing immature fruit early in the season to take advantage of higher prices is detrimental. Retailers desire to satisfy the consumer excitement factor for new season produce creates a poor eating experience from immature fruit. Unsatisfactory early- season eating experiences damage repurchase intent.

P 24 STONEFRUIT CONSUMPTION – AUSTRALIA

IMPORT AND EXPORT MARKETS Australia is a net stonefruit exporter by a significant margin largely driven by a return to favourable exchange rates, together with growing demand from Asian markets, particularly China. Up until 2016, the largest export market is nominally Hong Kong. The next biggest market is the Middle East as a whole, but significant quantities also go to Singapore, Malaysia and Thailand. In 2016 Australia was granted direct market access for Nectarines into China. In 2017 access was also granted for Peaches, Plums and Apricots to China. As a consequence of the granting access China has become the largest importer of Australian stonefruit since 2017.

Victoria is by far the largest exporting state for stonefruit, accounting for around 80% of total export volume and showing the fastest growth. New South Wales is the second largest, followed by Western Australia, with small quantities also exported from South Australia and Tasmania.

By far the biggest competitor is Chile, which has a substantially lower cost of production (although arguably lower quality fruit), but also a location disadvantage for Asian markets as it has a significantly longer shipping time, which affects cost and delivered quality. Australia’s key point of competitive advantage into Asian markets is time. Leveraging this advantage is dependent upon the ability to get airfreight market access without extended cold treatment time in storage. STONEFRUIT EXPORTS AND IMPORTS

INDUSTRY PROFITABILITY Extensive information on cost of production, business profitability and profit drivers are not readily available, however similarities can be drawn from other tree crop industries such as apples and pears. Australia’s high labour costs are a key contributor to cost. Stonefruit is highly labour intensive, particularly with picking, pruning and grading/packing.

The industry has transitioned from a strong reliance on processing to a predominantly fresh category with a growing reliance on export growth to maintain profitability. Present domestic consumption levels will not be able to absorb the forecast production increases without significantly depressing local market returns. It will be imperative, therefore, to significantly increase exports, particularly to the more profitable markets of North Asia.

Along with the potential to significantly expand the export market, further opportunity for stonefruit lies in the differentiation of product. There lack of differentiation that leaves the category exposed to commodity behaviours, which are driven by price. The apple industry has taken advantage of the opportunity to differentiate by introducing so-called ‘club varieties’. They are ‘plant breeder right’ (PBR) varieties marketed under brands that offer a unique eating experience. This allows them to employ brand-focused marketing programs to achieve a significant price premium and obviate the need for excessive price promotion. The stonefruit industry has a similar opportunity to improve its returns by marketing by variety.

P 26 OPERATING ENVIRONMENT STONEFRUIT INDUSTRY SWOT ANALYSIS

Strengths - The ability to produce high-quality stonefruit - Close proximity and good connectivity to Asian growth markets with a southern hemisphere seasonal advantage - Recently granted workable protocol for nectarines into China, which could lead to workable protocols for other stonefruit - Recognised pest-free areas (PFAs)/fruit fly PFAs in Tasmania and Riverland South Australia - Global reputation for safe food with integrity in supply chain

Weakness - Higher input costs relative to competing countries, particularly in labour - Lack of workable market access for all stonefruit into the higher returning markets - Flat domestic consumption due to the commoditisation of the category and the high level of seasonal competition - Supply subject to a seasonal flush that dilutes selling prices

Opportunities - To take advantage of the growing demand from the Asian markets - To leverage the recently granted workable protocol for nectarines into China for other fruit - The potential to leverage Australia’s horticultural levy system to grow skills - To value-add through de-commoditising and differentiating fruit through varieties, packaging, branding and marketing - Introduce state-of-the-art packing facilities

Threats - More frequent and more damaging adverse climatic events due to climate change - Pest and disease outbreaks compromising market access - Domestic oversupply with more production volume growth forecast - Sudden loss of market access or disruption to trading (particularly with China) - Availability of affordable air freight into key export markets during peak season - Appreciation of the Australian dollar, which would impact on price competitiveness in the more price sensitive markets as it would make Australian fruit more expensive relative to fruit from other countries - Increasing competition from other southern hemisphere producers, particularly Chile - Abrupt disruption to the China market and deterioration of market access conditions in key markets - Food safety incident damaging export markets 5 MONTAGUE OVERVIEW Montague is a family owned Australian fresh fruit producer founded by Bill Montague at Narre Warren North in 1948. Bill’s family maintains full control of the business which currently employs 300 full time staff and supports more than 200 orchards that in turn employs over 1,000 people. Montague grows, processes and distributes more than 50,000 tonnes of fruit each year, generating $181 million revenue in FY2018.

Since its inception Montague has experienced rapid expansion and has established itself as a major packer and distributor in the industry whilst at the same time developing long-lasting strategic business relationships with major domestic retailers. Montague’s national retail partners are Woolworths, Coles, IGA, Aldi, Costco and select independent retailers.

Montague has demonstrated consistent revenue growth and profitability. Consolidated revenue grew from $132.1m in FY2012 to $180.7m in FY2018. Following the sale of Montague Cold Storage, the business has re-focused to core capabilities, with the proposed development a key factor in facilitating future growth of the business.

OPERATIONS Montague runs a fully integrated business, growing, packing and distributing fruit to the domestic and export market. Managing approximately 39,000 tonnes of apples and 14,000 tonnes of stonefruit Montague represents significant market shares of premium grade product totalling 18% for apples and 15% for stonefruit respectively.

P 28 GROWING Located in prime growing regions, Montague currently operates four apple orchards across Australia, in Batlow NSW, Harcourt VIC, Legana TAS and the largest being Narre Warren in North VIC. They also operate a large, high density stone fruit orchard in Swan Hill VIC.

Across these various locations Montague grows approximately 14,000 tonnes of fruit with partnerships across a further 200 Orchards taking total supply to over 50,000 tonnes.

PACKING The existing Narre Warren site, is not only Montague’s most productive orchard but also processes up to 16,000 tonnes of raw fruit annually. The facility includes a state of the art apple grader with both external and internal defect sorting equipment providing consumers with a quality guarantee. Montague also manages a pre-packing facility in Queensland with similar equipment in use.

Capacity constraints at their current facilities means that Montague works with a further ten third-party packing facilities located throughout Australia. These contract facilities are licensed to pack Montague varieties and trademarked brands, and work with Montague sales team to pack in accordance with customer quality standards. External pack houses affiliated with Montague pack over 40,000 tonnes of fruit which are sold and marketed by Montague.

TRANSPORT AND LOGISTICS Montague Logistics operates its own fleet of trucks together with a reliable network of transport service providers to ensure efficient and timely pickup and delivery of products. A Transport Management System (TMS) implemented in 2015 brought further improvements to the supply chain through routing efficiencies and improved delivery performance. RETAIL AND SALES Montague has a national distribution network with distribution centres in Victoria, New South Wales and Queensland to complement a national supply network. It is through this network that Montague supplies the major Australian retailers with the freshest produce available, 365 days of the year.

Montague has long-standing relationships with the major retailers in the Australian produce industry, supplying between 20% to 30% of Coles and Woolworths apple and stonefruit stock. Through its marketing division Montague is particularly focused on providing innovation through new product development, brand development and well executed promotional campaigns. The company’s strong marketing capabilities have been recently demonstrated through the introduction of new fruit brands such as Jazz™, Smitten™, Eve™, Envy™, Ambrosia™, Croc Eggs™ and the Montague Tree™.

Montague continues to shift towards differentiated, license managed varieties (commercialised with external growers paying royalties and marketing levies to Montague) which, owing to superior supply and price controls, is achieving better margins than generic non-controlled varieties. Managed varieties currently represent approximately 20% of Montague’s revenue, with substantial growth expected in this area, based on existing tree plantings.

The approximate split of Montague’s revenue by customer is as follows:

Woolworths 31% Coles 35% Aldi 5% Costco 1% Export 5% All other 23%

EXPORTS Montague has been exporting fresh produce out of Australia since the 1950s. Early export products were mainly apples and pears, delivered to traditional markets in Europe. Since 2016, however, Montague has seen Asian markets become the major destination for fruit – a reality which saw Montague export sales grow to in excess of $10m in FY2018. Growing varieties that are well-accepted by overseas customers and targeting selected export markets in search for aggressive future growth opportunities are key strategic priorities for Montague. Montague has long-standing export relationships within various mature Asian markets including Malaysia, Indonesia, Singapore, Thailand and the Philippines. Whilst there are opportunities to consolidate and expand these relationships, following the ratification of the China Australia Free Trade Agreement (ChAFTA) in 2015, the major driver of growth for the export of Australian fruit is undoubtedly China. Under the ChAFTA, all tariffs on Australian fruit will be eliminated in 2019.

P 30 With quarantine protocols agreed with China for imports of apples from Tasmania and nectarines, peaches, plums and apricots from all states, Montague is confident mainland apples will be accepted within a few years. Quarantine protocols already exist for most other Asian countries. Other new export growth markets include Japan and Korea. The 2015 Japan-Australia Economic Partnership Agreement stipulates removal by 2030 of all tariffs on fresh and canned fruit (currently up to 34%). The Korea- Australia Free Trade agreement has eliminated the 24% tariff on cherries and will remove tariffs on other industry and downstream products by 2019.

Montague forecasts apple export sales to grow from 2,000 bins per season currently to 7,500 bins in 2030. The forecast growth in stone fruit is from 3,000 bins per season in 2017 to 14,000 bins by 2030. This translates into 2030 annual export sales in excess of $30m, comprised of approximately $5m apples and $25m stone fruit.

The significant forecast growth in Montague export sales cannot be accommodated within the current production environment and the NWN redevelopment project is integral to the future success of the Montague Export program. The new facility will manage end-to-end export logistics services, packing, inspections, container loading and freight forwarding. Significant productivity improvements will reduce risks of inconsistent product quality and lower the costs.

COMPETITION Montague accounts for approximately 30% of the total production of Australian Apples, and are considered to hold the largest share of the market. Over the past 5 years there has been considerable consolidation of producers and participants in many of the major fresh produce categories. With high costs to setup independent end to end organisation including packing, logistics, marketing and branding, many growers have remained just that, choosing to outsource the supply side of the business and focus on farming.

Other significant apple producers nationally include the following:

- Savio Orchards is one of the largest apple growers Queensland. The Stanthorpe based family enterprise has more than 200,000 apple trees across 1,500 hectares of orchard and harvests 6.5 million tonnes of apples annually. - Batlow Apples produced approximately 45 percent of the New South Wales crop in 2016. The AusFarm Fresh Group is a vertically integrated business with orchard, coolstores and packhouse facilities. - Hansen Orchards Pty Ltd, based in the Huon Valley of Tasmania, is a vertically integrated business producing, packing and marketing cherries and apples. The company owns more than 200 hectares of apples and cherries. Hansen Orchards is also one of the biggest cherry growers in Australia. MONTAGUE’S MANAGED VARIETIES Throughout its history Montague has always been focused on innovation. The business was instrumental, with fellow orchardist Jack Petty, in the introduction of controlled atmosphere (CA) storage in 1967. Montague also introduced apple labelling stickers in 1988 and the supply relationship struck up by Bill Montague with Safeways (now owned by Woolworths) in 1966 still stands.

Montague is at the forefront of the shift towards managed varieties of fruit. In 2017 Montague celebrated 10 years of managing the very successful ‘Jazz’, now followed up by several newer varietals including, ‘Smitten’, ‘Eve’, ‘Envy’ and ‘Ambrosia’.

Montague has been investing in research and design for decades, planting trees in the early 2000s for the means of varietal testing and ultimately developing brands worthy of wide scale production and sale. Resultant brands deemed fit for such purpose were protected through registration, trademarking and Plant Breeder’s Rights (PBR). Montague has derived a growing revenue stream through the licensing of varieties and trademarks for use by third party growers. Strategic advantages to Montague of the licensing arrangements include:

- the licensed growers are obligated to sell through Montague, paying royalties and marketing levies to Montague on the volume of trees planted and produce sold; - Montague negotiates exclusive supply agreements for their brands with customers in the local and international markets; - Montague and its growers have greater control over quality, volume of fruit on the market; and - clear brand identity and strong promotional activities combined with the support and collaboration of both local and international partners. With high costs to setup independent end to end organisation including packing, logistics, marketing and branding, Montague’s PBR programs have provided beneficial impact to the overall industry. The programs have proved to be a more sustainable method to keep growers in business, particularly at a time where many regional growers considered sale of family farms. Montague has currently partnered with 51 growers across their licensed apple varietals and a further 57 growers for their licensed stonefruit varietals.

In 2019, Montague will manage 7,500 tonnes of their licensed varietals, which is expected to grow to almost 19,000 tonnes by 2023. Much of this forecast growth is to be delivered from trees already planted (over 1.1 million), with additional trees (over 300,000) to be planted over 2019 and 2020.

The net impact of Montague investment in new plants will see the share of sales generated by managed varieties increase to 30% by 2020 and to over 50% by 2025.

P 32 THE INTERNATIONAL POME FRUIT ALLIANCE (IPA) The IPA is an alliance of seven leading world apple and pear producers/packers and marketeers, of which Montague is a founding member. The alliance was formally established in 2011 and Montague remains the only Australian shareholder.

A common goal of the alliance members was the desire to access to new varietals of apples and stonefruit being developed across the world by various breeding programs. They also wanted to control production and supply of these varietals to the extent they would not become commodities (much like Pink Lady, Royal Gala, Red Delicious etc). Consequently, these seven organisations recognised an opportunity for partnership that would allow full control of production, supply and marketing. The partnership established relates to supply not only for these licensed varietals but all apples and stonefruit.

The world was divided up into territories being Europe, South America, North America, Africa, Australia and New Zealand. Each respective local member has exclusive rights to sell fruits in their territory. For example, Montague has exclusive rights to sell in Australia and any member that wants to sell apples in Australia, must do so through Montague.

Shareholders in the alliance and their respective territories are as follows:

Shareholder Base Territory VOG and VIP Tyrol, Italy Europe Columbia Marketing International (CMI) Washington , USA North America San Clemente San Clemente, Chile South America Fruitways Cape Town, South Africa Africa Heartland Nelson, New Zealand New Zealand Montague Victoria, Australia Australia

The organisation represents well-functioning symbiotic relationships. For example, Montague in Australia could never compete from a price point of view with local European producers in Europe. However, the European member has existing contracts with retailers to supply Pink Lady apples all year round. In seasons where they cannot produce locally, Montague in Australia is supplementing these requirements for a 6-week period. Further, the Chilean and New Zealand members are supplementing in seasons where Montague cannot. The situation is mutually beneficial whereby the local member satisfies their local contract and the offshore member is selling fruits at profitable prices. TURNERS AND GROWERS (T&G) Separately to the IPA, Montague has entered into an agreement with New Zealand based firm, Turners and Growers (T&G). T&G is not a fruit grower, but rather a marketing company that has established a strong customer base in Asia. The agreement with Montague relates to sublicenses for the Jazz and Envy apples in particular, whereby T&G purchases these apples on a fixed price arrangement to on-sell to their customers in Asia. Strategically, the benefit to Montague is two-fold: a) These particular varietals would typically be sold at a discount in the domestic market compared to the price achieved under the T&G agreement (the larger Jazz and Envy apples appeal to the Asian market whereas domestic customers favour the small to medium sizes); and b) Market presence into Asia countries for the Montague brand. In the 2018 season, approximately 25% of Montague’s Envy crop was sold to T&G at a price superior to that could be expected from Montague’s local customers.

NARRE WARREN FACILITY The property is located on a site of strategic importance to Montague, with their licensed growers placed in ideal proximity throughout southern Australia. The map below shows the location of the Narre Warren site (orange dot) and the location of the licensed growers (green dots).

P 34 Besides the ideal location for an upgraded facility, successful completion of this project will allow achieving the following strategic business objectives:

- Expand Montague production capacity from 50,000 bins per year to 100,000 bins of fruit packed per year by FY2022, including 60,000 apple bins, 20,000 stone fruit bins and 20,000 consumer pack (CP); - Reduce packing costs by at least 10% via productivity improvements and labour redeployment; - Double export packing volumes to 11,000 bins within 5 years; - Diversify revenue by increasing external grower fruit packed at NWN to represent 50% of production by FY2022; - Enhance the ability of Montague to attract new plant material IP through the provision of expanded variety assessment capability; - Increase logistics services for Montague and its growers with a focus on reduced export supply chain costs; and - Deliver $6.3m incremental annual EBITDA by FY2023. Without redevelopment, Montague EBITDA will come under pressure as they will be forced to outsource packing of up to 30,000 bins of apples, negating currently forecast packing efficiency improvements.

KEY FEATURES OF NARRE WARREN FACILITY

PACKING AND DISTRIBUTION CENTRE The proposed Packing and Distribution Centre is a world-class facility that will replace the current processing and packing capacity. The annual packing capacity at the existing NWN Distribution Centre (built in 1987) is 30,000 bins of apples, 6,000 bins of stone fruit, and 14,000 bins of Consumer Pack. The three production floors (Apple, Stone fruit and Consumer Pack) are spread across a 7ha site and operate independently of each other, while packaging and materials are received and stored in multiple locations on site, increasing production costs. The proposed facility will allow the packing capacity to double to 100,000 bins.

The proposed Packing and Distribution Centre features:

- a single production floor with an improved production layout and updated state of the art packing equipment; - improved distribution of resources, creating significant benefits in production flow; - ability to move staff between lines as required; - automated delivery of packaging to production lines from a centralized location; and - reduced handling and forklift movements which will also create a safer working environment. The ability to pre-size fruit at the new facility will see production shift from a ‘commit to pack’ to a ‘pack to order’ production floor, leading to benefits in packing efficiencies, reduced re-work costs, reduced forklift movements, direct supply to outbound staging, and the ability to pack targeted lines of fruit.

Bin s Status Likelihood Varieties COMMUNITY ENGAGEMENT CENTRE The Montague Community Engagement Centre is a food service and retail operation designed to support the development of Montague brands in domestic and international markets. The Centre will provide café-style food, fruit and related products for sale, as well as a meeting and conference space for community and business.

The Centre will also cater for visitors to the adjacent Lysterfield Park, which currently draws over 400,000 visitors per annum but offers no amenities – an issue that has been raised by Parks Victoria. The new Community Centre will address this issue with food, bike hire and amenities open to public.

The Centre will also include administration facilities for Montague staff and an events space for growers and employees, including training for local and international partners. Together, the Community Engagement Centre and the R&D Orchard are anticipated to attract over 50,000 visitors in the first year of operation, growing to over 100,000 annual visitors by year five of the operation. Montague anticipates to generate over $1m revenue from Café during the first year of operations, growing to $1.5m by FY2023.

R&D ORCHARD A core component of Montague strategy is its continued commitment to research and development to drive innovation. The R&D Orchard directly relates to this commitment, while also supporting the new tourism component of the NWN site.

It is anticipated that the following R&D activities will be included in the operation of the R&D Orchard:

- Variety assessment of new cultivars; - Production performance of varieties under different pest control methodologies and crop protection devices; - Implementation and assessment of new methods of fruit production that reduce inputs and minimise the impact on the environment; - Consumer preference testing which will contribute directly to developing products for the Australian and international markets; and - Demonstration of world best practice in water conservation, crop protection, growing systems, rootstock technology, variety innovation and environmental sustainability. From this showcase, Montague will develop several new initiatives, including:

- ‘Adopt a Tree’ Program where members of the public will be invited to sponsor a tree; - Twice-yearly harvest festivals to highlight the growing process; and - ‘Pick you own fruit’ orchard experience, anticipated to generate approximately $0.4m in incremental annual revenue and $70k in incremental EBITDA by FY2023.

P 36 SUPPORT OFFICE The new office building will accommodate approximately 70 staff required to manage domestic and export operations. It will enable all staff to be housed in one location greatly facilitating collaboration.

FINANCIAL REVIEW As part of the RF CorVal due diligence review, ShineWing were engaged to perform a financial review of the Montague business within the context of the proposed acquisition of the Trust Property. ShineWing were selected for the review given their understanding of the Montague business as the provider of accounting and audit services to Montague.

The review included analysis of Montague’s position in the market, competitive advantages, relationships with growers and retailers, review of historical performance and review of financials for the period from FY19 to FY23. For avoidance of doubt, ShineWing did not review any forecast or estimate contained in this IM beyond FY23. The analysis of financials was constructed around normalised figures, to which the most significant adjustment was to remove the impact of the cold store business sold during FY19.

The table below shows expected performance from FY19 to FY23:

$'000s FY18A FY19F FY20E FY21E FY22E FY23E Sales 147,258 161,910 166,251 175,620 184,622 192,992 COGS (121,502) (128,488) (129,654) (135,254) (138,924) (145,894) Gross Profit 25,756 33,422 36,597 40,366 45,698 47,098 Gross Profit % 17.5% 20.6% 22.0% 23.0% 24.8% 24.4% Operational expenses (26,193) (27,575) (27,170) (28,539) (31,263) (32,189) Rent to RF CorVal - - - (2,660) (2,660) (2,660) Operational EBITDA (437) 5,846 9,427 9,167 11,775 12,249 Non-operational Inc/(Exp) (1,356) (1,394) (1,046) (1,077) (1,110) (1,143) EBITDA (1,794) 4,453 8,381 8,090 10,666 11,106

ShineWing’s review of FY19 was based on a detailed bottom up forecast prepared by Montague, including eight months of actuals. The review of FY20-FY23 was based on management estimates provided by Montague determined from a high level extrapolation of the FY19 forecast, adopting broad revenue and expense percentage growth assumptions and then overlaying specific factors based on the Montague strategy. The key findings of the review are summarised below:

- Montague is one of Australia’s leading fruit producers and has a number of competitive advantages including: a) Substantial size and market share with its major customers (leading supplier of 20% to 30% of apple and stonefruit categories for Coles and Woolworths) b) The strong relationship is expected to contribute to support for new managed varieties from Montague; c) Economies of scale are available with substantial volumes processed and sold also provides an ultimate distribution and packing capability for smaller independent growers; and d) Ability to supply from its own orchards and source product from other growers.

Other observations made by ShineWing in their report in respect to future financial years were:

FY19 - Analysis of the underlying assumptions suggests the forecasts for the FY19 sales, profit and EBIDTA do not appear unreasonable;

FY20-FY23 - Over the four years, Montague estimates a sales increase of 20% to $193 million by FY23. This sales growth is driven by additional produce available through Montague’s managed varieties. Analysis of the investment in managed varieties would suggest that this estimate is not unreasonable, as it relates to volume, and noting that there is no sales price growth in management’s estimate beyond that achieved in FY19; - An improvement in the gross profit is expected through internal packing at its new facility, rather than losing this margin on outsourced packing. Analysis of the internal modelling by Montague based on the quotes for the new plant indicate the cost savings and profitability uplift is supported by labour savings and this estimate is therefore not unreasonable; and - The estimates from FY21 assume a rent charged by RF CorVal starting at $2.6m. On the basis of these management estimates, sales in FY21 will have to be more than $35 million or 20% lower than estimated (holding everything else constant), for the business to suffer a loss at the EBITDA level.

P 38 6 COMPARABLE INVESTMENT SALES A schedule of recent investment sales which are comparable to the Trust Property is provided below.

Address Sale Date Sale Price Initial Yield Equivalent IRR Rate Per Sqm WALE Major Tenant ($m) Yield ($) (years) Specialised Sales 7 – 23 Dunmore Drive, Truganina Apr-17 $66.00 6.23% 6.23% 7.55% $3,892 16.4 Montague 101-103 William Angliss Dve, Laverton North Dec-16 $28.10 6.74% 6.74% 7.71% $3,168 12.3 AHG Ltd 7-23 Dunmore Drive, Truganina (Prior Sale) Dec-13 $47.64 8.01% 8.01% 9.61% $2,809 20 Montague Oxford Refrigerated Logistics, 1 Hume Road, Dec-15 >$200.00 <7.00% <7.00% <9.00% <$1,750 25 Oxford Laverton North Refrigerated 28 Salta Drive, Altona North Oct-15 $38.00 6.91% 6.75% 8.00% $1,593 12 F Mayer Imports 319 Settlement Road, Thomastown Nov-14 $18.60 7.42% 7.42% 9.40% $2,052 20 Ingham’s 99-103 William Angliss Drive, Laverton North Apr-14 $19.85 8.31% 8.02% 9.26% $2,238 14.92 AHG Ltd Regional Sales 28 Bilston Dve, Wodonga Dec-16 $68.20 9.54% - - $1,187 4.62 Woolworths Long Term Leased Conventional Sales 35-45 Frankston-Dandenong Road, Dandenong South Dec-18 $70.70 4.95% 4.95% 6.83% $2,032 (GLA) 11 Bombardier Kmart Distribution Centre - 2-12 Banfield Court, Jun-18 $119.00 5.45% 5.24% 6.40% $1,547 7.58 Kmart Truganina 25-33 Fourth Avenue, Sunshine Dec-17 $74.00 6.14% 6.07% 7.25% $1,403 8.92 IVE Group 90 – 110 Mills Road, Braeside Jun-17 $50.55 6.10% / 6.31% 6.28% 7.35% $1,246 12.42 Simon Transport 28 Jones Road, Brooklyn $5,508 GLA Jun-17 $24.41 6.024% 6.02% 7.29% 15 COSCO $349 Land 521 Geelong Road, Brooklyn Mar-17 $23.45 6.56% 6.56% 7.77% $1,832 12 Tasman Logistics Coles Distribution Centre – 485 Dohertys Road, Jul-16 $102.5 5.39% 5.40% 7.25% $1,484 16 Coles Truganina PrixCar 810-848 Kororiot Creek Road, Altona North Jun-16 $40.00 5.67% 5.64% 7.50% $107 (Land) 15 PrixCar Transport 78 – 118 Cherry Lane, Laverton North Patrick Auto May-15 $35.50 6.03% 6.03% 7.77% $149 (Land) 10 (Asciano) Montague, Narre Warren North Apr-19 $33m 8.00% $1,758 20 Montague SALES COMPARISON COMMENTARY The Trust Property is considered atypical given its location and semi-specialised improvements. Consequently, the specialised and regional sales in the previous table are considered comparable when analysing investment parameters.

With regard to the long-term leased conventional sales, whilst not directly comparable, owing to location and tenant covenant, the table indicates the strength of the industrial market with conventional long-term leased assets trading on investment yields of between 5% and 6%.

Based upon the Trust purchase price for the Property of $33m, the acquisition yield is 8.00%, which is considered attractive when compared to the sales outlined in the previous sales analysis table based upon the long 20 year WALE / leaseback term.

P 40 7 LEASE SUMMARY Following is a summary of the main commercial terms of the respective lease agreement which have been largely negotiated with Montague:

Tenant W. F. Montague Pty Ltd* Lease Upon Practical Completion (anticipated to be July 2020) commencement date Commencement The initial rent mechanism has been agreed at 8.00% of the total cost. Based on net rent (year 1) the forecast total cost of $33,000,000 the commencing rent is $2,640,000. If the total development costs exceed the forecast, the rent payable will be adjusted accordingly. Initial lease term Twenty (20) years Option There is one 10 year option period, followed by two x 5 year option periods. Any option period Montague elects to exercise, must be exercised not more than 18 months or less than 6 months before the expiry of any lease term. Rent reviews Reviews occur annually from the third anniversary with fixed increases to be applied on the greater of 2.50% or CPI. Security overview The Lease is guaranteed by Montague Bros Holding Pty Ltd (Parent Company). The Tenant is to provide a 24-month gross rent guarantee to be updated annually for the first five years. This will then scale back to 12 months from year six to ten upon the Tenant achieving a set of Throughput KPI’s to the satisfaction of the Landlord. Outgoings Montague is responsible for all outgoings including but not limited to property management fees (capped at 1.50% of gross rent), council rates, water rates, waste removal, insurances (including loss of rent coverage for 2 years gross rent), multiple land holding tax and all capital expenditure relating to Refrigeration, Mechanical Services and Appliances that is part of the Tenant's fitout. The outgoings will exclude any liability or expenditure of a structural nature not being the responsibility of the tenant under the lease. Insurance Montague must specifically insure for: - loss of 24 months rent; - public liability insurance; - plate glass insurance; - industrial special risks policy for the usual risks and covering the Tenant's Property for its full value; and - other insurances which are required by Law and those that would be prudent to take out given the tenant's works on the premises. Repairs and Montague must keep the Premises in good repair and condition and make good any maintenance defects or damage to the Property. In addition to keeping the Mechanical Services and Appliances in fully operational condition at all times including carrying out repairs, replacement and maintenance at their cost, Montague has the following obligations at the end of the lease: - removal of all stock, personal items and signage; - reinstating any part of the structure that is altered by removal of tenant property; and - full make good to any damage caused by removal of tenant property. Adjoining land Montague will agree not to redevelop the packing and distribution facility on the Adjoining Land in a manner that competes with the new facility, including installing new machinery and appliances in the packing and distribution facility or substantially upgrading the capability and functionality of the existing machinery and appliances. This clause does not restrict maintaining and repairing and existing machinery and appliances in the packing and distribution facility on the Adjoining Land. Landlord’s Given the willingness by the local municipality to expand low density residential redevelopment within close proximity of this property, the Landlord has the liberty to seek planning approvals for an alternative use at its discretion. The development clause cannot be exercised until the 15th anniversary and without 36 months prior notice. If the Landlord exercises this clause, the Landlord must source an alternative location and has first rights to develop a similar facility to the satisfaction of Montague. The terms will be pari passu with the yield on cost to be no less than 8.00% Assignment Montague may not assign the lease to a non-related entity without the Landlord’s approval. Approval is not required to an assignment to a related entity or related body corporate.

P 42 Right of first Montague has a first right of refusal to purchase the Property, in that any time refusal the Landlord wishes to sell the Property, the landlord must first give Montague the opportunity to purchase. The Landlord must provide a Contract of Sale to Montague with price and terms. If Montague wishes to purchase the Property on the terms set out, they must return the executed contract and pay a deposit not greater than 10% of the price within 60 business days. If Montague does not comply within the specified time, the Landlord may sell to any other person within 180 days on terms not more favourable, except for the price which may be reduced to no less than 95% of the price offered to Montague. If this cannot be achieved (price is further reduced), there is a further first right of refusal, whereby Montague will be provided 30 business days to execute. * or related entity 8 INVESTMENT STRATEGY The Trust investment strategy revolves around acquiring the Property under the fund through structure and at an attractive pricing point, maximising the Trust’s EPU through the benefit of the Trust’s loan facility and monitoring the most appropriate time to realise the Trust property to maximise investor returns.

COMPLETION OF DUE DILIGENCE AND ACQUISITION As at the date of this Information Memorandum, RF CorVal is in the final stages of due diligence, with the transaction subject to this being completed to the satisfaction of RF CorVal. Particularly, the following key items are to be completed;

- The Transaction Documents (as outlined below) are to be negotiated with the various counter parties, finalised and then executed. King Wood Mallesons has been appointed to act as the Trust’s legal adviser and as part of this will be required to negotiate these documents on behalf of the Trust, as well as provide a satisfactory sign off letter and due diligence report; and - Debt is to be procured on terms as outlined in section 14. FUNDS THROUGH ACQUISITION The Property is to be acquired under a fund through structure, with the land to be acquired under a conventional contract of sale for $1.5m and the balance of the acquisition cost ($31.5m) to be progressively paid under the Development Management Agreement.

Montague is both the developer and tenant (via related entities), which creates an alignment of interests with RF CorVal, as the end owner of the Property, and simplifies the acquisition structure (compared to a more conventional structure where the developer is usually separate group to the tenant).

The Trust will be required to fund the first tranche of constructions costs from the equity raised from investors, with the balance of costs through until practical completion to be funded from bank debt. Montague is required to pay a coupon of 8% of the cumulative amount of all funds (both equity and debt) paid by RF CorVal during the fund through period.

P 44 STAKEHOLDERS Role Party Key Responsibility Company Overview

Tenant Montague To lease the Property back Refer to section 5. from practical completion.

Developer Montague Procure the completion of Refer to section 5. the building.

Builder Qanstruct Complete the building under The development will be constructed by Qanstruct, a the terms of the construction diversified business operating as a design and construct contract which has been builder in the commercial and industrial sector entered into with Montague Over the past 30 years, Qanstruct has designed, built and successfully delivered well over 100 projects covering more than 2,400,000 sqm, across Victoria, New South Wales, Queensland, South Australia and Tasmania, and has won over 30 Awards for Excellence. Qanstruct were the builder for Montague’s cold storage facility in Truganina, built in 2014. RF CorVal acquired this facility under a fund through structure.

Investor RF CorVal Fund the construction of the Refer to section 10. building. KEY TRANSACTION DOCUMENTS Document Parties Overview Key Terms

Contract of Sale Montague and Conventional contract of sale Purchase price of $1.5m. RF CorVal under which RF CorVal will DA and Contract of Sale are to be entered into acquire the land from simultaneously. Montague.

Lease Document Montague and Leaseback to Montague from Per those outlined in section 7. RF CorVal Practical Completion

Builder Side Deed Qanstruct, Deals with events of default Qanstruct or Montague are to notify RF CorVal of any Montague and by the Builder or Montague events of Defaults under the D&C Contract. RF CorVal under the D&C contract and RF CorVal has a cure period and the ability to remedy allows for cure periods and any default. steps in rights for RF Coral. RF CorVal can step into the D&C contract under certain circumstances.

D&C Contract Montague and Conventional fixed price Qanstruct to complete the project in line with the Qanstruct builder’s contract. design and Montague’ brief. Fixed price of circa $31.5m.

Development Montague and Document under which RF Montague is responsible for the delivery of the Agreement (DA) RF CorVal CorVal appoints Montague as building in line with the approvals, plans and the Developer responsible for specifications. the delivery of the Montague will enter into a D&C contract with distribution facility in Qanstruct to the deliver the project. accordance with the approvals and plans in place. PCG meetings to be held on a monthly basis. RF CorVal to pay development cost to Montague who is then responsible for payment under the D&C contract and any other costs incurred. QS to verify all costs to be paid. There are cure periods to remedy any defaults. RF CorVal has the ability to put the Property back at cost in the event of default.

Tripartite RF CorVal, Regulates the relationship Provides for notices to be given to the financier in the Agreement Montague and between RF CorVal, event of a Lessor or Lessee breach and gives the RF CorVal’s Montague and RF CorVal’s financier the ability to cure a Lessor breach. Financier financier.

P 46 From the above, RF CorVal believes there are suitable protection measures in place for the Trust during the fund through period, which includes:

- Montague being responsible for any cost or time overruns on the project. This includes builder default where Montague can cure by appointing a new builder to complete the project, in which case it would be responsible for any additional costs involved in this; - The ability for RF CorVal and / or the Financier to step in and cure any major defaults under the D&C Contract or DA; - No ability for Montague as the tenant to terminate the DA (unless in the event of a RF CorVal default); and - The ability for Montague under the DA to buy the Property back at cost under certain circumstances.

It is noted that these documents are in advanced form and are subject to change as negotiations between RF CorVal and Montague conclude.

FUNDS AND DEBT MANAGEMENT STRATEGY The Trust will utilise a gearing level of 55% ($18.15m) in order to enhance the EPU of the Trust and the equity IRR to Trust investors. The loan to value ratio (LVR) covenant under the bank loan facility will be 60% in year one following PC, reducing to 57.5% for the remainder of the term.

Based upon the length of the lease, the annual rental increases that will be in place with Montague, RF CorVal considers this level of gearing to be appropriate in this particular instance.

During the fund through period, the Trust will receive a coupon of 8.00% on the cumulative amount of funds provided by the Trust. It is forecast the EPU during the fund through period will be 7.00% and that a DPU of 6.50% will be paid to Investors over this period.

The forecast EPU of the Trust for the first year after PC is 8.56%, with the forecast average EPU over the seven year Trust investment period of 8.68%.

It is RF CorVal’s intention to conservatively manage the Trust cashflows, and in so doing, the intention is to maintain a distribution per unit (DPU) which is marginally below the EPU of the Trust each year.

The balance of Trust earnings will be retained by the Trust to either pay down debt, or failing that, may be paid to Trust investors in future years.

This strategy remains subject to the performance of the Trust. DISPOSAL The target investment term for the Trust is between five to seven years, with the Trust financial projections assuming an exit at the end of year seven, although the Property may be disposed of prior to this time if market conditions favour a sale and any such sale maximised investor returns.

Market conditions at the time and availability of a willing buyer at a price we consider reasonable in that market will be key drivers as to the precise timing of the sale.

At the time of any sale in five to seven years, the unexpired initial lease term will still be between 13 to 15 years (as the lease doesn’t commence until practical completion). Lease terms of this nature are generally well received by the market. This, combined with no expiry and minimal capital expenditure risk, de-risks the investment compared to typical industrial investments that are generally more exposed to down time, incentives and capital upgrade requirements.

P 48 9 SWOT ANALYSIS STRENGTHS AND OPPORTUNITIES - Attractive purchase yield of 8.00% having regard to comparable sales of other industrial properties; - 20 year initial lease term, with fixed annual 2.5% increases from year three; - Attractive forecast equity IRR of 11.0%, the bulk of which is derived from an average forecast Trust EPU of 8.68% over the forecast Trust term of seven years; - Strong alignment of interest with Montague through a co-investment in the Trust of between 15% - 20% of the Trust equity raise; - Tenant is responsible for all outgoings and repairs and maintenance of mechanical services and appliances; - No leasing risk as the Property is 100% leased; - Montague has a dominant share of the fruit industry, in particular apples, which has strong underlying fundamentals; - The total cash flows under the lease are $66.2m, which discounted at a discount rate of 7.4%, equals the Property purchase price of $33m. This is considered to provide relatively attractive downside protection; - Upon Practical Completion, the improvements will comprise a brand new state of the art facility. There are also substantial tax depreciation benefits; and - The length of the lease provides greater certainty around meeting bank loan covenants and interest servicing, thereby enhancing the Trust EPU and providing greater leverage to delivering future investor equity IRR upside. WEAKNESSES AND THREATS - The success of the investment is heavily dependent on the covenant strength of Montague. Whilst RF CorVal is currently satisfied with the strength of the Montague business, this may change over time, the effect of which would have an adverse impact on the value of the Property, and therefore, the returns to Investors; - The nature of Montague’s business being agricultural means there are risks to crop yields such as weather, pests and disease; - In the event a tenant default resulted in the Property becoming vacant, there would be a limited pool of alternative users for the Trust Property given its specialised nature; - The JLL valuation indicates the commencement rent for the Property is slightly above market. However, this is not considered to have a material impact due to the 20 year initial lease term with no reversion to market levels until the expiry of this term. Further, the JLL independent valuation supports the purchase price of $33m for the Trust property; - There can be additional risks involved in a fund through structure as it involves purchasing the Property prior to its completion, although RF CorVal intends to mitigate these risks, to the extent possible, through the transaction documents; - The current estimated Development Cost is $31.5m. There is a provision under the Development Agreement which allows for tenant variations up to a maximum $1.575m (i.e. 5% on costs). Any variations will be rentalised at 8% which is consistent with the projected returns. For the purpose of this IM and equity raising, RF CorVal is not raising the additional $1.575m up front. Should additional funds be needed to facilitate these variations, RF CorVal will call the capital on a pro- rata basis and ensure that investors are given ample notice; - Prior to commencing construction, the Council will need to grant a license over the adjoining car park to allow access to the subject site. This condition for the Development Permit has already been agreed, however the timing for executing the formal document is currently unknown, and therefore, may cause a delay to the date for the commencement of the construction works for the Property; and - If the macroeconomic environment improves and the broader commercial market improves considerably from current levels, future returns from the Trust Property in comparison to other asset classes may underperform. This is due to the passive, bond-type nature of the Property, which could see yields increase in line with increases in bond yields and interest rates in a strengthening economic environment.

P 50 10 RF CORVAL RF CorVal is a specialist property fund manager and investor, whose executives and shareholders have a long and deep history in the Australian property industry. RF CorVal has acquired in excess of $2 billion of real estate on behalf of institutional, high net worth individuals, overseas and retail investors.

Our objective is to provide investors with access to Australian real estate opportunities that deliver strong risk-adjusted returns, by investing in single strategy investment vehicles that offer complete transparency, an absolute focus on performance and a strong alignment of interests.

Our aim is to deliver real estate investment solutions for institutional, wholesale and retail investors through the establishment of tailored unlisted property investment vehicles including joint ventures, clubs and funds.

We are licensed by ASIC, with a focused business model designed to:

- develop unlisted property funds, housing quality property assets; - deliver attractive risk-adjusted returns to our investors; - ensure an absolute focus on performance; - place the interests of our investors first; and - maintain material alignment of interests by co-investing alongside our investors where possible. The business is owned by the senior executive management team and the major shareholder, Andrew Roberts, who is the eldest of three siblings within the Roberts family, who held a beneficial interest in the ASX-listed Multiplex Group, prior to its takeover by the North-American based Brookfield Asset Management. As part of this takeover, the Roberts family interest was sold for approximately $1.1 billion.

The RF CorVal business has a number of key competitive advantages, including:

- access to attractive investment opportunities by leveraging off the historic experience and market position of our stakeholders; - the ability to move quickly to acquire property assets, through access to the financial strength of our major shareholder; - no conflicts of interest when sourcing opportunities as RF CorVal does not operate funds with competing investment strategies; - a disciplined business model that is focused upon performance, rather than growing or maintaining funds under management; - an emphasis on recycling investor capital, by aiming to sell property assets when considered most appropriate to do so; and - the capacity to create unlisted investment vehicles that respond to the property investment preferences of our investors. Sanjeev Sahota will be the Fund Manager for the Fund, and along with Rob Rayner will have direct responsibility for the delivery of the investor returns.

OUR INVESTMENT APPROACH RF CorVal develops investment vehicles in partnership with investors that are designed to meet their specific requirements. The over-riding objective is to provide investors with vehicles that pursue a strategy aimed at meeting investors’ risk-return profile within a structure that offers transparency and a strong alignment of interest.

As both investment manager and co-investor, we employ a disciplined approach to real estate investing that is focused on understanding and evaluating investment risk. A detailed knowledge of the markets, and an understanding of the property fundamentals that drive long term value, enable risks to be quantified.

Based on this assessment, we are well positioned to make investments that deliver an appropriate risk-adjusted return. Each investment is assessed from a macro perspective with a focus on economic fundamentals including interest rates, inflation and capital flows as well as the micro factors including local market supply and demand and the property specifications.

In assessing each investment opportunity and determining the appropriate strategy, RF CorVal addresses the following key areas:

- entry price and timing; - strategy, including opportunities to add value through active management; - growth potential, driven by real estate fundamentals; - risks and mitigating factors; - hold period/exit strategy; - funding; and - sustainability and responsible investing.

P 52 OUR DIRECTORS

KEVIN NEVILLE – NON-EXECUTIVE CHAIRMAN Kevin is a Chartered Accountant by profession, with an extensive career in professional services with Moore Stephens, later ShineWing Australia, included roles as Managing Partner, Head of Assurance and Chair of the National Moore Stephens network. Since stepping down from the firm, Kevin is now an active Non Executive Director in both the For Profit and For Service sectors. Kevin is Chair of Fund Manager – RF CorVal Partners Ltd, Disability Service Provider - Interact Australia Ltd, Retirement Living & Residential Care Provider - The Old Colonists Association of Victoria, Professional Services Firm - Lanyon Partners and is a Director of IntoWork Australia, a national Specialist Recruitment, Employment and Training Services Provider, and MAS National Ltd, an Apprenticeship Support Service Provider.

ROB RAYNER – EXECUTIVE DIRECTOR Rob is a Director of RF CorVal and has over 25 years’ experience in the Australian financial services and property industry. Rob has a wide-ranging background in the property funds management industry, and has been involved with the re-structuring, establishment and on-going management of over $3 billion in funds, through senior positions held with Armstrong Jones (prior to being acquired by ING Real Estate) and Brookfield Multiplex.

Rob was also responsible for the successful establishment of the Acumen Capital funds management business in 2000 prior to its acquisition by the Multiplex Group in 2003 to form that group’s funds management platform. Within the RF CorVal business, Rob is responsible for the creation and marketing of new funds, together with the ongoing management and investor communications for these funds.

GEORGE KOSTAS – EXECUTIVE DIRECTOR George is the Chief Executive Officer of RF Capital, the family office of Andrew Roberts, our major shareholder. In his role as group chief executive officer of RF Capital, George is responsible for all investments undertaken by the Roberts Family Office and the operational performance of the various businesses it owns. That includes alternative asset management company RF Capital, Roberts Constructions and Australian construction company Roberts Pizzarotti.

Prior to this, George was chief executive of the largest privately held property group in the Middle East North Africa (MENA) region, the US$10 billion Majid Al Futtaim Properties.

Originally qualifying as a chartered accountant, George started his career with Bob Ell's Leda Holdings before spending fourteen years with Brookfield Multiplex. During his time at Multiplex, George held a number of executive roles, including head of capital finance and treasury; head of strategy, mergers and acquisitions; deputy CFO; and managing director of the Australian residential business. George completed his tenure with Brookfield Multiplex in 2013 as a member of the global executive team and managing director of the construction and development arm in the Australasian region. 11 INVESTMENT STRUCTURE The Property will be acquired by the Trust, which will be an unlisted unregistered wholesale managed investment scheme and investors will be issued units in the Trust.

RF CorVal will be the trustee of the Trust and will:

- hold the assets of both the Trust; - borrow funds on behalf of the Trust; - provide asset management services to the Property; and - provide funds management and administration services to the Trust.

TERM OF THE TRUST An investment in the Trust should be viewed as a medium term investment of no less than five to seven years, although the Property, may be disposed of earlier than this if market conditions favour a sale. Conversely, the term of the Trust could potentially be longer than seven years for a number of reasons, including market conditions and the ability to dispose of the Property on attractive terms

In any event, we must sell the Property as soon as we consider it to be in the best interests of Investors to do so after the seventh anniversary of the close of this offer.

Market conditions at the time and the availability of a willing buyer at a price we consider reasonable in that market will be key drivers as to the precise timing of the sale.

P 54 COULD THE TERM OF THE TRUST BE LESS THAN FIVE TO SEVEN YEARS? Yes it could, either we could sell the Trust Property earlier than five to seven years, or alternatively, investors may requisition a meeting to consider and vote on an early realisation of the Trust Property inside the initial five to seven year term.

Although the intention is to hold the Trust Property for no less than five to seven years, we would consider selling the Trust Property if we considered that any such sale would maximise investor returns having regard to market conditions (both at that time and anticipated market conditions moving forward) and the position of the Property in comparison to the market-place. Again, market conditions are key, as well as the availability of a willing buyer at a price we consider reasonable.

If the Trust Property remains unsold at the expiry of the seven year of ownership, an investor meeting will be convened and a vote will be taken as to whether to sell the Property at that time or to extend the Trust for a further term. The decision to sell, or extend the term of the Trust, will be by a resolution that has the support of 50% or greater of those investors that vote.

In addition, investors may requisition a meeting at any time during the initial five to seven year Trust term to vote on an early sale of the Trust property. To achieve an early sale will require a resolution that has the support of 50% or greater of those investors that vote. 12 FORECAST FINANCIAL INFORMATION The forecast financial information has been presented in an abbreviated form, so this section does not include all the disclosures as required by the Australian equivalents to International Financial Reporting Standards (AIFRS). The forecasts have been prepared on the basis of the best estimate assumptions and key accounting policies set out in this section. Many factors which affect the forecasts are outside of RF CorVal’s control, so RF CorVal therefore does not give any assurance the forecasts will be achieved or the Trust will be able to make distributions during or after the forecast period at the distribution levels forecast. Actual results may differ materially.

SOURCE AND APPLICATION OF FUNDS

note Source of Funds: Equity $16.50 m Debt a $18.15 m $34.65 m Application of Funds: Property purchase price $33.00 m Stamp duty $0.08 m Property acquisition and due diligence costs $0.25 m Finance fees b $0.17 m RF CorVal acquisition fee c $0.66 m Working capital $0.49 m $34.65 m

Notes: a Acquisition facility based on an initial gearing level of 55% b Includes loan establishment fee and legal fees c 2.0% of the Trust property purchase price of $33m, payable upon settlement of the land, which is to be acquired upfront for $1.5m

P 56 TRUST FINANCIAL PROJECTION

Calendar Year IRR Jun-2019 Jun-2020 Jun-2021 Jun-2022 Jun-2023 Jun-2024 Jun-2025 Jun-2026 Land Cost (1,500,000) ------Stamp Duty (84,000) ------Legal Due Diligence Costs (150,000) ------Other Due Diligence Costs (100,000) ------Construction Costs (5,083,333) (25,416,667) ------Authorities and Statutory (83,333) (416,667) ------Professional Fees (25,000) (125,000) ------Total Cost of Investment (7,025,667) (26,308,333) ------Net Property Income - 440,000 2,640,000 2,640,000 2,651,000 2,717,275 2,785,207 2,907,095 Coupon during Construction 27,306 1,444,861 ------Investment Income 27,306 1,884,861 2,640,000 2,640,000 2,651,000 2,717,275 2,785,207 2,907,095 Capital Expenditure - - - (20,000) (20,000) (20,000) (20,000) (20,000) Net Disposal Proceeds ------36,998,798 Net Property Cash Flows (6,998,361) (24,423,472) 2,640,000 2,620,000 2,631,000 2,697,275 2,765,207 39,885,893 Debt Establishment Fee and Costs - (167,975) ------Debt Drawdown - 18,150,000 ------Debt Repayment ------(18,150,000) Interest Expense - (362,004) (998,250) (998,250) (998,250) (998,250) (998,250) (998,250) Line Fee - (151,582) ------Net Financing Costs - 17,468,439 (998,250) (998,250) (998,250) (998,250) (998,250) (19,148,250) Net Equity Cash Flows (pre fees and fund costs) (6,998,361) (6,955,033) 1,641,750 1,621,750 1,632,750 1,699,025 1,766,957 20,737,643 Acquisition Fee (660,000) ------Asset Management Fee (33,333) (200,000) (200,000) (200,000) (200,000) (200,000) (200,000) (200,000) Fund Level Costs (8,333) (50,000) (50,000) (50,000) (50,000) (50,000) (50,000) (50,000) Interest Income 45,282 33,396 20,000 20,000 20,000 20,000 20,000 20,000 Net Equity Cash Flows (post fees and costs) 11.0% (7,654,746) (7,171,637) 1,411,750 1,391,750 1,402,750 1,469,025 1,536,957 20,507,643

Forecast Trust EPU Yield (annualised) 8.68% 7.00% 8.56% 8.43% 8.50% 8.90% 9.31% 10.05% Forcast Trust DPU Yield (annualised) 8.50% 6.50% 8.25% 8.25% 8.50% 8.75% 9.25% 10.00% Forecast ICR 2.6 2.6 2.7 2.7 2.8 2.9 KEY PROPERTY ASSUMPTIONS The forecast investor returns are subject to the following key property assumptions:

Annual rent reviews – refer comment (a) below 2.50% Property disposal date Jun 26 Disposal yield (on projected passing income) 8.00% Property disposal price $37.8m

KEY FINANCIAL ASSUMPTIONS:

(a) Net operating income Based on the negotiated lease, commencement rent and fixed increases of 2.50% from year three.

(b) Acquisition costs Includes stamp duty, RF CorVal acquisition fee, legal fees, valuation fee, and an allowance for other due diligence related acquisition costs. The RF CorVal acquisition fee 2.0% of the Trust Property purchase price ($33m) will be payable upon settlement of the land, which is to be acquired upfront for $1.5m.

(c) Disposal price See Property disposal assumptions in the previous table.

(d) Disposal costs 2% of projected sale price.

(e) Acquisition debt It is intended for the Trust to utilise a $18.15m bank term loan facility to acquire the Property. The financial forecasts have been prepared adopting a total interest rate of 6.00% during the construction period and 5.50% for the balance of investment term. See section 14 for further details on the Trust gearing.

(f) Interest income Assumed to be $20,000 per annum.

(g) Asset management fee Calculated at 0.6% per annum on the projected Trust total assets, paid quarterly in arrears.

(h) Fund operating costs Estimate of $50,000 per annum for annual Trust expenses, including audit fees, tax fees, valuation fees and legal fees.

P 58 13 SENSITIVITY ANALYSIS

BASE CASE SCENARIO The key assumptions in the Base Case financial projections are the exit yield applied to the passing rents, the time of the disposal and the interest rate. The Base Case Scenario Trust equity IRR is 11.0%.

A sensitivity analysis on these key variables is shown in the tables below, with the stated returns net of base management fee and Trust expenses but before any performance fee.

INVESTMENT TERM VERSUS EXIT SALES YIELD

Investment Term Exit Sale Yield 6 years 7 years 8 years 7.00% 13.2% 14.0% 13.8% 7.50% 11.3% 12.4% 12.5% 8.00% 9.5% 11.0% 11.4% 8.50% 7.7% 9.6% 10.2% 9.00% 6.0% 8.2% 9.1%

INTEREST RATE VERSUS EXIT SALES YIELD Interest Rate (from PC) Exit Sale Yield 4.50% 5.50% 6.50% 7.00% 14.8% 14.0% 13.1% 7.50% 13.3% 12.4% 11.6% 8.00% 11.9% 11.0% 10.1% 8.50% 10.6% 9.6% 8.6% 9.00% 9.3% 8.2% 7.2% 14 GEARING

LOAN FACILITY On behalf of the Trust, RF CorVal has received an indicative term sheet to provide the Trust with a term loan facility to partially assist with the funding required to acquire the Trust Property.

The key terms of this loan facility are summarised in the table below:

Note Facility limit $18.15 m LVR at settlement 55% LVR covenant 57.5% Term 3 years Interest margin (over BBSY) 2.50% Establishment fee $90,750

Minimum ICR a 2.0 x Repayment Interest only

Notes: a Based upon the forecast net operating income for the Trust (see Section 12) and base interest rate assumptions on Trust borrowings (see note (e) in ‘Key Financial Assumptions’ in Section 12), the forecast ICR coverage for Trust is:

June 21 June 22 June 23 June 24 June 25 June 26 Covenant 2.0 x 2.0 x 2.0 x 2.0 x 2.0 x 2.0 x Projection 2.6 x 2.6 x 2.7 x 2.7 x 2.8 x 2.9 x

SECURITY Security for the loan is intended to be:

- first registered real property mortgage given by the Trust over the Trust Property; - general securities agreement over the assets and undertakings of the Trust; and - the bank’s interest in the relevant insurances to be noted.

P 60 15 RISK FACTORS Like any investment, there are risks associated with investing in the Trust. By their very nature, the risks involved with property investments cannot be exhaustively categorised. There are a number of risk factors that could affect the performance of the Trust, the level of income distributions and the repayment of your capital. Many risk factors fall outside our control and cannot be completely mitigated.

The following is a non-exhaustive list of the main risks associated with investment in the Trust. You should consider and weigh them up carefully and make your own assessment as to whether you are comfortable with them.

Distributions are not guaranteed and neither is the return of your capital. PROPERTY MARKET AND OTHER PROPERTY RELATED RISKS An investment in the Trust comes with risks associated with investing in property. These include, but are not limited to:

- a downturn in the value of the Trust’s Property, and in the property market in general, which can be caused or exacerbated by many factors, including for example restrictions on the availability of credit both locally and even globally; - a downturn in the economy; and - amendments to laws having a detrimental effect on the Trust or the Property of the Trust. The value of the Trust’s Property could go down, depending on factors such as market conditions. When the Trust’s Property is sold, there is always a risk it cannot be sold for a price that would deliver a capital gain to investors.

There is also the risk that independent valuation obtained for the Trust’s Property may not be accurate or may not end-up representing the amount it can be sold for at a particular point in time.

FUND THROUGH STRUCTURE RISKS The Property is being purchased under a fund-through structure whilst it is being developed. This creates additional risks as it involves purchasing the Property prior to its completion, although RF Corval will seek to mitigate these to the extent possible through the transaction documents, by effectively pushing the bulk of the development risk onto either Montague as the developer or the builder.

RISKS ASSOCIATED WITH THE TRUST FINANCIAL PROJECTIONS Section 12 contains information about the Trust financial projections. As explained earlier in this IM, achievement of the projections and forecasts in this IM are not promised nor guaranteed, by RF CorVal or by anyone else. The projections and forecasts are based on a number of assumptions, and those assumptions may not turn out to be correct, or they might be impacted by many factors outside of our control. Whilst we consider that as at the date of this IM, the assumptions on which the projections and forecasts are based are reasonable, circumstances can change and it is not possible to accurately predict future events or unforeseen circumstances. This section explains just some of the factors which could adversely impact the achievement of the projections and forecasts (such as for example unforeseen capital expenditure requirements, or breaches of the lease with the Property tenant). TENANCY RISK If the tenant fails to honour its lease obligations, then this is likely to have a detrimental impact on the Trust. It is likely this could result in a reduction to the distributions available to be paid, or in extreme circumstances, a failure by the Trust to meet its interest obligations on bank borrowings.

The projections and forecasts set out in section 12 assume, amongst other things, Montague honour its lease and pays all rent and any other amounts, as and when due. Any failure by Montague to do so is likely to mean the projections and forecasts are not met.

SPECIALISED NATURE OF THE PROPERTY The Trust Property is specialised in nature, and in the event that Montague were to default, resulting in the Property becoming vacant, there may be a lack of alternative users for the Property. In this situation, it may impact on the value of the Property and the future rental cash flows that could be derived from the Property and therefore, impact on the Trust’s ability to pay future distributions.

COMPETITION Any new entrants to the markets in which Montague operate could reduce Montague’s market share and create price competitiveness such that the profitability of Montague may diminish. If profitability were to diminish to the extent Montague failed to honour its lease obligations, then this may to have a detrimental impact on the Trust.

This risk is mitigated somewhat by high entry costs to the industry relating to setup costs for an end to end organisation including packing, logistics, marketing and branding. Also Montague is continuing to shift towards differentiated, license managed varieties (commercialised with external growers paying royalties and marketing levies to Montague) which, owing to superior supply and price controls, have achieved better margins than generic non-controlled varieties.

ADVERSE PUBLICITY Any adverse publicity to the Montague brand, caused by matters out of Montague’s control such as a food safety crisis, may have an adverse impact upon Montague’s sales volumes. If sales were to diminish considerably in this situation, even if only for a short period of time, Montague as a private company may not have sufficient financial capacity to absorb the revenue losses and ultimately be at risk of default and fail to honour its lease obligations.

PRIVATE FAMILY BUSINESS Montague is a private, family owned enterprise. If adverse changes were to occur to the financial standing of Montague, or the shareholders of Montague, such changes would in turn adversely impact Montague to the extent they may not have sufficient financial capacity to remain solvent, and from this, fail to honour their lease obligations on the Trust Property.

MONTAGUE’S RETAIL CONTRACTS Montague’s sales are currently heavily skewed to the two major retailers in Australia, with over 60% of their current contracts relating to Coles (approximately 35%) and Woolworths (approximately 31%). A removal of these contracts may lead to significantly diminished revenue for Montague, and from this, be at risk of default.

P 62 The risk is mitigated somewhat by the long-standing relationship with these retailers and both Coles and Woolworths having stated objectives to source produce domestically, before considering offshore suppliers. Further, Montague is a leading supplier to both retailers for the apple and stonefruit categories, supplying between 20% to 30% of their stock each year.

COST OVERRUNS The current estimated Development Cost is $31.5m. There is a provision under the Development Agreement which allows for tenant variations up to a maximum $1.575m (i.e. 5% on costs). Any variations will be rentalised at 8% which is consistent with the projected returns. For the purpose of this IM and equity raising, RF CorVal is not raising the additional $1.575m up front. Should additional funds be needed to facilitate these variations, RF CorVal will call the capital on a pro-rata basis and ensure that investors are given ample notice.

BORROWING RISKS The Trust will borrow money to partially fund the purchase of the Trust Property. Gearing comes with risk, and gearing a property investment can increase the potential for capital losses, as well as gains. In the event the Trust is unable to service its respective borrowings, through for example tenant default, then distributions may be reduced or suspended and the lender may enforce its security over the Property. This may include the lender exercising its power to sell the Trust’s Property, which may lead to the Trust’s Property being sold for a lower price than would have been obtained had the Property been sold voluntarily by the Trust in the ordinary course of business.

REFINANCING It is intended, as at the date of this IM, the Trust loan facility will be fixed for an initial three-year term from the date of lease commencement. There can be no guarantee the loan facility will be either renewed, or if renewed, done so on terms at least as favourable as the current loan terms. The loan facility will contain various lending covenants and review requirements. If the facility is not renewed, or additional conditions are imposed, this may impact on the return to investors.

BREACH OF BANKING COVENANTS The Trust will procure debt funding to complete the acquisition of the Trust Property (see section 14). The bank will impose lending covenants that include, amongst other things, LVR and ICR ratios. In the event of a breach of any bank covenant, that is not remedied, the bank will have the right to take certain measures which may include, but not be limited to, withholding income from the Trust Property, or in the most serious instances, the forced sale of the Trust Property.

INTEREST RATES Interest rates may rise or fall over the duration of the Trust. The forecast base interest rates adopted in the Trust financial projections are outlined in section 14. There is no guarantee these interest rates will be achieved. The final interest rate the Trust achieves may therefore be higher than the forecast interest rate that has been used in preparing the Trust financial projections. TAX Changes to tax law and policy (including for example any changes in relation to how income of the Trust is taxed or in relation to the deductibility of expenses, or changes to stamp duty law) might adversely impact the Trust and investors’ returns. You should obtain independent tax advice in respect of an investment in the Trust however it is not possible to predict future changes to tax law or policy.

REGULATORY CHANGES The introduction of new, or amendment of existing, legislation may have a detrimental effect on the Trust’s Property and the returns from the Trust.

TRUST PROPERTY ASSETS ARE DESTROYED While the Trust owns the Property, the tenant is required to put in place the normal commercial insurance policies to cover damage or destruction due to fire, theft, loss of rent, vandalism and other commercially viable insurable events. However in the event of damage or destruction, there may be consequential loss of income and expenses incurred.

INSURANCE RISKS Various factors might influence the cost of maintaining insurance over the Trust’s Property, or the extent of cover available. Increased insurance costs, or limits on cover, can have a negative impact on the performance of the Trust. There are also some potential losses that cannot be insured.

NO LIQUIDITY This is intended to be a fixed-term investment. You will not be able to withdraw from the Trust during its life. There will also not be a secondary market for units. The Trust will not be listed on the ASX.

GENERAL An investment in this Trust is subject to investment risk, including the loss of income and capital. RF CorVal does not guarantee the performance of the Trust or return of capital.

P 64 16 FEES The Trustee is entitled to receive certain fees in consideration for services provided to the Trust.

PROPERTY ACQUISITION FEE Property acquisition fee of 2% (plus GST) of the gross purchase price for the Trust’s Property ($33m), payable as consideration for the work performed in acquiring the Property, carrying out necessary due diligence and completing the acquisition of the Property. This fee will be paid upon settlement of the land.

ASSET AND FUND MANAGEMENT FEE Ongoing asset and fund management fee of 0.6% per annum (plus GST) of the gross value of the Trust assets from time to time. This fee will commence upon the allotment of units to Trust Investors, will accrue monthly and be paid to RF CorVal quarterly in arrears. During the development period, the fee will be based upon the agreed purchase price for the Trust Property of $33m.

PROPERTY DISPOSAL FEE Property disposal fee of 1% (plus GST) payable as consideration for the work performed in disposing of the Trust’s Property, carrying out necessary due diligence and completing the disposal of the Property. This fee will be paid at settlement of the disposal of the Trust Property. Any external real estate agents sale fee will be separate to this fee.

PERFORMANCE FEE RF CorVal will be entitled to a performance fee upon the eventual wind-up of the Trust, provided the total IRR received by investors over the life of the Trust has exceeded 9% (based on all distributions they have received over the life of the Trust, including actual or expected distributions from the net proceeds from the realisation of Trust assets and before tax). The performance fee will be 20% (plus GST) of the amount by which the IRR to investors exceeds 9%.

In the event the trustee of the Trust is removed, then the performance fee calculation will be performed at that point based on the value of the Trust’s assets at that time, and any performance fee entitlement will be paid to the outgoing trustee.

GST The fees outlined in this section are exclusive of GST. 17 INVESTORS AND MINIMUM INVESTMENT The targeted minimum investment per investor is $250,000, subject to RF CorVal’s discretion to accept lesser amounts.

The Trust will not be a registered managed investment scheme, and as a result, only wholesale clients (as defined in the Corporations Act) can invest.

It follows that an investor in the Trust generally needs to fall within one of the categories below. If you don’t fall into one of these categories, we may still have some ability to accept you, so please contact us.

The main categories:

1. The investor has an accountant’s certificate In calculating the $2.5 million or $250,000, the that shows that they have net assets of at least investor can include the net assets or gross $2.5 million or gross income for each of the last income (as relevant) of any company or trust it two financial years of at least $250,000. controls.

The certificate must not be more than two years See the next page for the meaning of “control”. old.

See Accountant’s Certificate.

2. The investor is a company or trust controlled See the next page for the meaning of “control”. by someone who has an accountant’s certificate as mentioned in number 1.

See Accountant’s Certificate.

3. The investor is a person considered by their See the Adviser’s Certificate. adviser to have the requisite investing experience.

4. The investor is a person considered by the Guidance can be taken from the Adviser’s Trustee to have the requisite investing Certificate. experience.

5. The investor invests at least $500,000 at one time (excluding superannuation monies).

6. The investor invests at least $500,000 Reasons the investor and someone else can be together with an “associate” at one time associated include: (excluding superannuation monies).

P 66 the other person is a trustee of a trust in relation to which the investor benefits or is capable of benefiting the other person is a person with whom the investor is acting in concert, or proposes to act concert, in respect of the investment; or

the other person is a person with whom the investor is, or is proposing to become, associated, whether formally or informally, in any other way in respect of the investment

7. The investor and a body corporate which the See below for the meaning of “control”. investor controls together invest at least $500,000 in aggregate.

8. The investor is a business which is not a small A small business is one that employs less than business. 100 employees if the business is or includes the manufacture of goods, or otherwise is a business which employs less than 20 people.

9. The investor is a subsidiary or holding company of another body corporate which is a “wholesale client”.

10. The investor is a financial services licensee.

11. The investor is the trustee of a superannuation fund with net assets of at least $10 million.

12. The investor controls at least $10 million Including any amount held by an associate or under a trust the investor manages. WHAT IS “CONTROL”? “Control” means you have the capacity to determine the outcome of decisions about the company or Trust’s financial and operating policies.

The practical influence you can exert (rather than the rights you can enforce) is the issue to be considered and any practice or pattern of behaviour affecting the company or trust’s financial or operating policies is to be taken into account (even if it involves a breach of an agreement or a breach of trust).

However, you do not control a company or trust merely because you and a third entity jointly have the capacity to determine the outcome of decisions about the company or trust’s financial and operating policies.

If you have the capacity to influence decisions about the company or trust’s financial and operating policies and are under a legal obligation to exercise that capacity for the benefit of someone other than your members, you are taken not to control the company or trust.

P 68 18 ADDITIONAL INFORMATION

REPORTING We intend to report to you on at least a quarterly basis. Our reporting will comprise the following:

- a confirmation on receipt of your application; - an investment confirmation upon issuing units; - quarterly income distribution statements; - half-yearly performance update reports; and - an annual tax statement detailing information required for inclusion in your annual income tax return.

Annual and half-year financial reports will be available from RF CorVal. They will not be sent to you unless requested.

TRUST DEED The Trust Deed is the primary document that governs the way the Trust operates and sets out many of the rights, liabilities and responsibilities of both RF CorVal and Investors.

Each Unit gives you an equal and undivided interest in the Trust. However, a Unit does not give you an interest in any particular part of the Trust.

Subject to the Trust Deed, as an Investor you have the following rights:

- the right to share in any distributions; - the right to attend and vote at meetings of Investors; and - the right to participate in the proceeds of winding up of the Trust. The Trust Deed contains provisions about convening and conducting meetings of Investors.

We can amend the Trust Deed without Investors’ approval provided we reasonably consider the change will not adversely affect Investors’ rights. The Trust Deed can also be amended by a special resolution passed by Investors.

A copy of the Trust Deed is available free of charge from us if requested by an Investor. ANTI-MONEY LAUNDERING AND OUR OBLIGATIONS Australia has laws governing money laundering and the financing of terrorism.

We are required to identify new Investors and report ‘suspicious’ matters (the law defines this) to the regulator. Those Investors who have not invested with RF CorVal previously will need to complete the appropriate identification form. They are available on our website under “Investor Information” and then “Forms” to be downloaded, completed and then returned to us before the offer closes.

All Investors must provide us with all information regarding you and your investment which the law requires, for example, regarding your identity or the source or use of invested moneys. If you choose not to provide us with this information, we can decline to continue to provide services.

We will not issue you with Units unless satisfactory identification documents are provided.

P 70 19 CONCLUSION AND TRANSACTION TIMING RF CorVal believes this investment provides investors with a direct property investment that is managed by an experienced and aligned investment manager. The investment is forecast to deliver an attractive risk-adjusted total return of 11% with the bulk of this derived from an average forecast Trust EPU of 8.7% over the forecast Trust term of seven years.

To maintain an alignment of interest in the Trust, the Montague Family will subscribe to between 15% - 20% of the Trust equity raise, with RF CorVal senior management and shareholders also investing into the Trust.

The key dates for the offer are as follows, each of which are indicative only and RF CorVal reserves the right to change without notice.

Receipt of signed Application Form and 100% of investor application monies 31 May 2019

Allotment of units to investors 31 May 2019

FURTHER INFORMATION If you require any further information please contact Rob Rayner on either (02) 8203 8408 or 0412 555 633 or [email protected]

Level 54, Governor Phillip Tower, 1 Farrer Place, Sydney, NSW 2000

Phone +61 2 8203 8400 20 STEPS TO INVEST

Read this document in full Read this Information Memorandum in full, paying close attention to the Important Information set out on the inside cover of this Information Memorandum.

Consider the offer Pay particular attention to all of the risk factors in section 15 and other information concerning the Trust and its Property. These risks need to be considered in light of your particular investment objectives and financial situation and needs.

Consult your professional adviser Consult a financial, taxation or other professional adviser before deciding whether to invest in the Trust.

Complete the Application Form and provide a cheque or EFT and any other required documents

For EXISTING investors that have previously invested with RF CorVal, you will need to:

- complete the Application Form; and - provide a cheque or EFT equal to 100% of the application amount on your Application Form.

For NEW investors that haven’t previously invested with RF CorVal, you will need to:

- complete the Application Form; - provide a cheque or EFT equal to 100% of the application amount on your Application Form; - complete either the Accountant’s Certificate or the Adviser’s Certificate; - complete the required Identification Form that is relevant to your investing entity (e.g., individual, trust, company or superannuation fund). These can found on our website (www.corval.com.au) under the section headed “Investor Information” and then “Forms”; and - provide the appropriate certified copies of any supporting documents that may be required on your Identification Form.

P 72 Mail your completed Application Form, cheque and any other required forms / documents Please send these to: RF CorVal Partners Limited Level 54 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

Cheques should be payable to the RF CorVal Montague Trust. The bank account details for payment of the application monies by EFT are:

Account name RF CorVal Partners Limited as trustee for the RF CorVal Montague Trust Bank St George Bank BSB 112-879 Account number 478-362-844 P 74 APPLICATION FORM RF CORVAL MONTAGUE TRUST

4. APPLICATION

I/we apply for Units in the Trust to the value of

Please make your cheque payable to "RF CorVal Montague Trust".

By signing this application form, I/we agree to be bound by the terms and conditions of the trust deed establishing the RF CorVal Montague Trust and to observe and perform all the obligations imposed on me/us by that trust deed. I/we acknowledge that we have read the contents of this IM dated on or about 30 April 2019 and accept that there are risks associated with this investment. I/we acknowledge that this application once submitted is irrevocable.

I/we also declare that the details inserted in this application form are complete and accurate. If a sole signatory signing on behalf of a company, I confirm that I am signing as sole director and sole secretary of the company or as duly authorised representative or agent of the company. If investing as a trustee, on behalf of a superannuation fund or trust, I/we confirm that I am/we are acting in accordance with my/our designated powers and authority under the trust deed. In the case of a superannuation fund, I/we also confirm that it is a complying fund under the Superannuation Industry (Supervision) Act 1993. If this application is signed under Power of attorney, I/we submit a certified copy of the Power of Attorney with this application.

100% of my applications monies, being $ payable to "RF CorVal Montague Trust", is attached.

Application monies can be paid by Electronic Funds Transfer to the following bank account:

Bank St George Account name RF CorVal as trustee for the RF CorVal Montague Trust BSB 112-879 Account number 478-362-844

SIGNATURE

Signature 1 or Director 1 or Signature 2 or Director 2 Secretary Sole Director and Sole Secretary

Print name and office held Print name and office held Please send completed application forms and application monies to: RF CorVal Level 54, Governor Phillip Tower, 1 Farrer Place Sydney NSW 2000

5. ARE YOU A POLITICALLY EXPOSED PERSON (PEP)*7

Yes No

A Politically Exposed Person includes a head of state, government minister, or senior politician, senior government official, or judge, governor of a central bank, or any other person that holds a person of interest with the Reserve Bank, senior foreign representative, high ranking member of the armed forces, or board chair, or senior executive of a state owned enterprise, or the immediate family member or associate of any such person.

Privacy By completing the application form, you are providing personal information to RF CorVal. Your personal information will be used to process your application and, if your application is successful, to administer and report on your unit holding in the RF CorVal Montague Trust. Your personal information may also be provided to other persons to enable RF CorVal to provide these services to you or to persons that you authorise to act on your behalf in relation to your investment. We may also disclose your personal information to others as permitted under the law and we may send you information regarding other investment opportunities.

If you do not provide all or part of the information required by the application form, RF CorVal will not be able to accept your application and you will not be able to acquire units in the RF CorVal Montague Trust. If any of your personal details change, please contact RF CorVal at the address stated in this application form. You can also contact RF CorVal to find out what personal information is held about you or if you have a complaint about the way in which your personal information has been handled. The applicant acknowledges that RF CorVal does not guarantee the performance of the Trust or return of capital. The applicant further acknowledges that the subscription is subject to investment risk, including the loss of income and capital. P 76 rrcorval ADVISER'S CERTIFICATE RF CORVAL MONTAGUE TRUST

Advisers can use this form to certify an applicant is a wholesale client and so able to invest.

1. ADVISER'S DETAILS

Name of Adviser

Mailing Address

Telephone Home Work

Mobile Fax

Email

Firm Name

Investor Name

SIGNATURE

Investor's Signature Date

By signing above, the investor acknowledges that before investing they:

have not been given a product disclosure statement nor any other document that would be required to be given to the client under the relevant chapter of the Corporations Act if interests in the relevant trust were provided to the client as a retail client; and have no other obligation owed to them under the relevant chapter of the Corporations Act that we, or they would have, if the relevant trust was provided to the client as a retail client.

ADVISER CERTIFICATION

As the holder of an AFSL, or on behalf of the licensee identified above, I certify that I am satisfied on reasonable grounds that the applicant has previous experience in using financial services and investing in financial products that allows the applicant to assess:

the merits of the Trust; the value of the interests in the Trust; the risks associated with holding interests in the Trust; the applicant's own information needs; and the adequacy of the information given by us and (if different) the product issuer.

I confirm the applicant has been given a written statement of my reasons for being so satisfied.

SIGNATURE

Adviser's Signature Date