Consolidated Financial : Notice of Annual General Meeting/Proxy Form

For personal use only

23 December 2021

Notice of Meeting

Notice of Annual General Meeting and Explanatory Statement

We are pleased to enclose the Notice of Annual General Meeting and accompanying Explanatory Statement. The meeting will be held at Level 11, 60 Castlereagh Street, Sydney NSW 2000 at 11am Monday 31st January 2022. Please refer to the document for further details.

For further information contact

Phillip Carter

Non-Executive Chairman

M +61 4 0695 9196

For personal use only

Consolidated Financial Holdings Limited

ACN 119 383 578

Notice of Annual General Meeting and Explanatory

Statement

TIME: 11.00am (Australian Eastern Daylight Time)

DATE: 31 January 2022

PLACE: Level 11, 60 Castlereagh Street, Sydney NSW 2000

This Notice and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

For personal use only

Consolidated Financial Holdings Limited

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Consolidated Financial Holdings Limited (Company) will be held at Level 11, 60 Castlereagh Street, Sydney NSW 2000 on Monday, 31 January 2022 at 11.00am (AEDT) for the purposes of transacting the following business.

Terms used in this Notice and accompanying Explanatory Statement are defined in the glossary to this document.

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the Annual General Meeting.

GENERAL BUSINESS

1.FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial statements, the directors' report and the audit report of the Company for the year ended 30 June 2021.

2.RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a non-bindingresolution:

"That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the annual remuneration report as set out in the directors' report for the financial year ended 30 June 2021."

Voting exclusion: The Company will disregard any votes cast on Resolution 1 by any member of the Key Management Personnel of the Company whose remuneration is included in the Remuneration Report, or a closely related party of such member. However, the Company will not disregard any votes cast on Resolution

1 by such person if:

1. the person is acting as proxy and the Proxy Form specifies how the proxy is to vote on the Resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
2. the person is the Chair of the Meeting voting an undirected proxy and their appointment expressly authorises the Chair to exercise the proxy even though Resolution 1 is connected with the remuneration of the Key Management Personnel of the Company.

If you are a member of the Key Management Personnel of the Company or a closely related party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

3.RESOLUTION 2: RE-ELECTION OF NIALL CAIRNS

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That Niall Cairns, being a Director of the Company, who retires by rotation in accordance with clause 23.10 of the Company's Constitution, and offers himself for re-election, be re-elected as a Director of the Company."

For personal use only

DATED: [17] DECEMBER 2022

BY ORDER OF THE BOARD

Cameron Stone

Company Secretary

For personal use only

INFORMATION FOR SHAREHOLDERS WITH REGARD TO VOTING ARRANGEMENTS AND QUESTIONS

The following information forms part of the Notice of Annual General Meeting.

Shareholders entitled to vote

The Company has determined, in accordance with the Corporations Regulations 2001 (Cth), that the shares of the Company that are quoted on the ASX as at 7.00 pm (Sydney time) on 29 January 2022, will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. Accordingly, those persons will be entitled to attend and vote at the meeting.

Voting options

Shareholders may vote by:

• Attending the meeting and voting in person or by attorney or, in the case of corporate Shareholders, by corporate representative; or
• Online vote; or
• Appointing a proxy to attend and vote on their behalf, using the proxy form accompanying this Notice of Annual General Meeting.

Voting in person (or by attorney or corporate representative)

Shareholders, or their attorneys, planning to attend the meeting are asked to arrive at the venue prior to the designated time of the meeting, so that their holding may be checked against the Company's share register and their attendance recorded. To assist in the registration process, Shareholders are requested to bring to the meeting a copy of the proxy form which accompanies this Notice or other documentation containing the Shareholder's Registration Number (SRN) or Holder Identification Number (HIN). A corporate Shareholder may appoint an individual to act as its representative and to vote in person at the meeting. The corporate shareholder must provide its representative with a certificate or letter executed in accordance with section 250D of the Corporations Act authorising the representative to act on its behalf. The authority may be sent to the Company and/or share registry in advance of the meeting or tendered at the Extraordinary General Meeting upon registering for attendance.

Online

An online vote allows shareholders to vote on Resolutions considered at the AGM by lodging their votes online at www.investorvote.com.au before the AGM without the need to attend the AGM or appoint a proxy. You will need the information shown on your voting form to register your vote online.

Voting by proxy

• A Shareholder who is entitled to attend and vote at the meeting may appoint a proxy to attend and vote at the meeting on the Shareholder's behalf.
• If a Shareholder is entitled to cast two or more votes at the meeting, the Shareholder may appoint two proxies and may specify the proportion or the number of that Shareholder's votes that each proxy may exercise. If the appointment does not so specify, each proxy may exercise half of the votes. Fractions of votes will be disregarded. If a Shareholder appoints two proxies, each proxy will have the right to vote on a poll and to speak at the meeting but only one proxy will be entitled to vote on a show of hands.
• A proxy may but need not be a Shareholder and may be an individual or a body corporate.
• Proxies given by corporate Shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised officer or attorney.
• A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.