360 Capital : HY22 Results Announcement

1. Level 37, 1 Macquarie Place, P. +61 2 8405 8860

ASX Release

360 Capital Group Limited ABN 18 113 569 136 and 360 Capital FM Limited ABN 15 090 664 396 (AFSL 221474) as responsible entity of the 360 Capital Investment Trust ARSN 104 552 598

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1. Level 37, 1 Macquarie Place, P. +61 2 8405 8860

ASX Release

HY22 key highlights

The key highlights driving the strong financial result for the 6 months to 31 December 2021 included:

Real assets

• 360 Capital REIT (ASX:TOT) simplified strategy to a pure REIT, disposing $6.0 million of non- core assets1;
• TOT/TGP invested a total of $191.3 million into Irongate Group (ASX:IAP) at average price of $1.41 per security2, post period Charter Hall lodging indicative proposal at $1.90 per security on ex distribution basis and agreeing to sell TOT/Group four assets for $336 million, see "Irongate Proposal" below;
• Post period, the Group entered into an agreement with TOT (subject to various conditions including TOT and Group Securityholder approval) to buy TOT's 50% equity interest in PMG to the Group for NZ$21.875 million3;
• Hotel Capital Partners (HCP) (70% owned by TGP) settled its first hotel acquisition for $146.0 million on behalf of a US based private equity fund and made offers on several more properties and platforms to build out its portfolio;
• The Group sold its 33.2% stake in GDC for $42.0 million in September 2021 and 50% share in the GDC investment manager for $4.4 million in December 2021 as part of its funds management simplification strategy.

Private equity

• Sold Digital Software Solutions in September 2021 with Group receiving 1.8x multiple on its capital invested;
• Group disposed of its 39.1% stake in FibreconX Trust and its 50% interest in the management rights for a total of $26.7 million equating to an IRR of approximately 177% generating a pre-tax profit of approximately $17.1 million;
• Continue to monitor Cardioscan which benefited, but was also impacted from the Covid 19 pandemic;
• Commence discussions with various private equity funds management businesses to work together.

Credit

• Established the 360 Capital Private Credit Fund, open ended credit, unlisted, wholesale fund for sophisticated investors to invest in corporate credit transaction alongside TCF. Initial raising completed in January 2022 and now continuously open for investment;
• 360 Capital Enhanced Income Fund (ASX:TCF) completed a capital raising in December 2021 and alongside 360 Capital Private Credit Fund is expected to complete its next loan investment of approximately $23.0 million in early 2022;

1. Non-coreassets included, at book value, the DET loan and shares ($3.2m) and inventory disposal ($2.8m)
2. As at 31 December 2021
3. Excluding the NTA adjustment

Incorporating 360 Capital Group Limited ABN 18 113 569 136 & 360 Capital FM Limited ABN 15 090 664 396 (AFSL 221474) as Responsible Entity of 360 Capital Investment Trust

Incorporating 360 Capital Group Limited ABN 18 113 569 136 & 360 Capital FM Limited ABN 15 090 664 396 (AFSL 221474) as Responsible Entity of 360 Capital Investment Trust

Incorporating 360 Capital Group Limited ABN 18 113 569 136 & 360 Capital FM Limited ABN 15 090 664 396 (AFSL 221474) as Responsible Entity of 360 Capital Investment Trust

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Proposed Irongate Transaction provides TGP with a pre-tax realised profit of approximately $23.6 million4 above its purchase price and TOT with a pre-tax realised profit of $42.1 million4 above its purchase price.

The strategy of investing in IAP was to give TOT a portfolio of direct assets and TGP to expand its funds management activities. The Proposed Irongate Transaction provides the following benefits:

• In line with TOT's strategy of investing in direct real estate assets to provide TOT securityholders with regular and growing distributions with potential capital growth, upon complete of the Irongate Transaction, TOT will own a portfolio of modern office assets with a long WALE, fully leased to a diversified tenant base, fixed annual rent reviews, depreciation benefits and geographically diversified across Australian east coast;
• TOT's gross assets will increase to approximately $260 million, increasing fee revenue for TGP;
• TGP will receive rental income while warehousing 100 Willis Street, Wellington NZ and subsequent fees and potential profits from selling its stake to third party funds;
• PMG will receive property management fees for managing the 100 Willis Street, Wellington NZ on behalf of the Group and Charter Hall Partnership;
• TGP or its nominee will be granted a call option for the remaining a 50% share in 100 Willis Street, Wellington NZ for $82.0 million (plus adjustments).

Neither TGP nor TOT will be undertaking a capital raising to fund the Proposed Irongate Transaction, funding it from existing cash resources and bank borrowings.

Proposed purchase of 50% interest in PMG

Based on feedback from a number of TOT investors, and TOT's strategy of becoming a pure REIT, TOT undertook a review of the suitability of maintaining its investment in PMG.

On completion of this review and in light of the pending Charter Hall transaction on IAP which had the potential of fast tracking TOT's REIT strategy, TOT engaged in discussions with TGP for the potential sale of its 50% equity interest in PMG to TGP.

Given the related party nature of the potential transaction, TOT and TGP each established its own Independent Board Committee.

In late January 2022, the Group's IBC made an offer of NZ$21.875 million5 to purchase TOT's 50% interest it owns in PMG.

The Offer was indicative in nature and subject to a number of conditions, including due diligence, an independent expert opinion that the offer was "Fair and Reasonable and in the best interest of both TOT and TGP securityholders and TOT and TGP securityholder approval.

Each party has appointed separate independent experts, has commenced documentation and due diligence.

1. Subject to IAP Transaction being completed during the FY22 financial year as set out in the MOU with Charter Hall Group,
2. Excluding the NTA adjustment

Incorporating 360 Capital Group Limited ABN 18 113 569 136 & 360 Capital FM Limited ABN 15 090 664 396 (AFSL 221474) as Responsible Entity of 360 Capital Investment Trust