Ann: Explanatory Memorandum, page-5

Section 5.7 is very interesting indeed.

"Following 30 June 2022, the Limited Partnerships in the CD Private Equity Fund Series made distributions to Fund I(US$3m), Fund II (US$10m), Fund III (US$14m) and Fund IV (US$13m). These distributions are currently in each respective Funds’ bank account and up until the meeting dates, there will be no further distributions by any of Fund I, Fund II, Fund III and Fund IV to their unitholders.

If the Proposal is implemented, the distributions received by Fund I, Fund II, Fund III and Fund IV from their respective LPs will be used to fund the initial on-market buyback (assuming the Fund III buy-back resolution is passed) and potentially be retained to help fund the initial withdrawal offer in December 2023.

If the Proposal is not implemented, the Responsible Entity is likely to use the distributions received to fund capital management initiatives (such as an on-market buyback, to fund working capital requirements, meet future capital calls to the respective LPs (if applicable) and potentially pay distributions for Fund I, Fund II and Fund III. Fund IV will not undertake any capital management initiatives at this time due to the future capital calls expected to LP IV in the near term.

The distributions are included in the Net Asset Values as at 30 June 2022 as part of each Funds’ investment in the LPs."

So, if this all gets voted down, then (in very round numbers) about 15% of each of CD1/CD2/CD3 market cap will be used for buybacks and distributions to their holders. What sort of donkey would ever vote 'for'?? SHOW ME THE MONEY!