This Information Memorandum (“IM”) is dated July 2024. It has been prepared and issued by Stara Investment Management Limited (ACN 653 962 871) (AFS Licence No. 535500) (the “Trustee” or “SIML”) as Trustee of the Venu Hospitality Fund (the “Fund”).

The Fund comprises the Venu Property Trust and the Venu Operations Trust. Units in the Venu Property Trust are to be stapled to units in the Venu Operations Trust to create stapled securities in the Fund which are offered to prospective investors under the terms in this IM.

The Trustee intends to appoint Cooee Investment Management Pty Ltd (“Cooee” or “Investment Manager”) as the Investment manager of the Fund. The Trustee also intends to appoint Venu Plus Management Pty Ltd (the “Business Manager”) as the Business Manager of the Fund.

As the Fund is only available to wholesale clients, the Fund has not been registered with the Australian and Securities Investment Commission (ASIC) and is an unregistered wholesale managed investment scheme. SIML is the issuer of this Information Memorandum as Trustee.

Unless the context otherwise requires any reference to “Stara” is a reference to the collective group including Stara Real Estate Capital & Advisory Pty Ltd and its wholly owned subsidiary Stara Investment Management Limited.

An investment in the Fund does not represent a deposit with or liability of Stara Investment Management Limited and is subject to investment risk, including possible delays in repayment and the risk of loss of income and principal invested. Stara does not guarantee the capital value, payment of income or performance of the Fund.

The information contained in this IM has been prepared for general information purposes only and not as specific investment advice to investors. No person is authorised to provide any information or to make any representation in connection with the issue of Securities in the Fund which is not contained in this IM. Any information or representation not in this IM may not be relied on as having been authorised by the Trustee or the Fund or any person associated with it in connection with this Offer.

The Offer is only available to Investors who qualify as ‘wholesale clients’ under section 761G (7) (c) & (d) and s761GA of the Corporations Act 2001 (Cth) (the “Act”) (refer to the definition of “Wholesale Investor” in Section 10). Each recipient of this IM represents and warrants to the Trustee, Fund and the Investment Manager that it is, and at all times will be, a ‘wholesale client’ as that term is defined in the Act.

This IM is provided to each potential Investor on the condition that it is strictly confidential and is solely for the use of the potential Investor and its adviser. It must not be reproduced, transmitted or made available to any other party without the written consent of the Investment Manager, whose consent may be withheld in their absolute discretion.

An investment in the Fund is subject to investment and other risks, including possible delays in repayment, loss of capital invested and failure to earn any income. Important investment considerations and risks are set out in the IM.

Neither the Trustee, nor the Investment Manager, nor their associates and directors guarantee the repayment of capital, the payment of returns to Investors or the performance of the investment.

The Trustee and the Investment Manager have relied upon information sources, which they believe to be reliable. However, they make no representation or warranty regarding the accuracy, reliability or completeness of the information contained in this IM. While reasonable efforts have been made to ensure the information contained in this IM is accurate and correct as at the date the IM was prepared, no responsibility for any errors in, or omissions from, this IM, whether arising out of negligence or otherwise, is accepted by the Trustee and the Investiment Manager. To the extent permitted by law, the Trustee and the Investment Manager and the directors, employees, agents, advisers and consultants of the Fund and the Manager will have no liability (including liability to any person by reason of negligence or negligent misstatement) for any statements, opinions, information or matters (expressed or implied) arising out of, contained in or derived from, or for any omissions from, the information provided to Investors or their advisers.

In preparing this IM, the Trustee and the Investment Manager have not taken into account the investment objectives, financial situation or particular needs of any person. Prospective Investors should read the whole of this IM, and conduct their own investigation and analysis regarding any information, statements or representations, opinions and estimates contained in this IM and
should rely on their own inquiries and seek appropriate professional advice in deciding whether to further investigate the information, statements or representations, opinions and estimates contained in this IM and seek their own professional advice, before investing in the Fund. The Trustee may require further information from you from time to time to comply with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth). By applying for an Interest in the Trustee, you undertake to provide the Trustee with all additional information and
assistance that it may reasonably require.

All references to dollars are to Australian dollars and are net of GST, unless otherwise stated. Defined words and terms used in this IM are set out in the Glossary. Diagrams used in this IM are illustrative only and may not be drawn to scale.

This IM should be read in conjunction with the Fund Constitution. The Fund Constitution provides further information regarding the rights and obligations of Investors in the Fund and the rights and obligations of the Trustee. If there are any inconsistencies between this IM and the Fund Constitution, the Fund Constitution will prevail. Unless otherwise noted all images within this IM are of venues within the Venu Hospitality Fund portfolio.