Excelsior Capital : Notice of Extraordinary General Meeting/Proxy Form

For personal use only

Excelsior Capital Limited

ABN 98 050 542 553

Meeting Documentation

Notice of Extraordinary General Meeting (Spill Meeting) and Explanatory Statement

Date of Meeting

Monday, 28 February 2022

Time of Meeting

11.00am (AEDT)

Method of Meeting:

Virtual Meeting Only

Table of Contents

For personal use only

Notice of Extraordinary General Meeting

Excelsior Capital Limited ABN 98 050 542 553

Notice is given that the Extraordinary General Meeting (EGM) of Excelsior Capital Limited ("ECL" or the "Company") will be held at 11.00am (AEDT) on Monday, 28 February 2022 as a Virtual Meeting. ECL Shareholders are able to participate by either using an online platform or by phone, using services provided by LINK Market Services.

ECL Shareholders are able to vote and ask questions in advance of the meeting via www.linkmarketservices.com.au.Shareholders and proxyholders will be also able to participate in the Meeting including voting and asking questions online and submit questions online or ask questions verbally by phone. Instructions on how to do so are included in the Notice of Meeting and further details are published in a user guide on ECL's webpage at http://www.cmilimited.com.au/Investor-Centre/.

Lodging a directed proxy or direct vote in advance of the meeting can be done online at www.linkmarketservices.com.au. Instructions on how to vote or appoint a proxy are detailed on the back of the Proxy Form. Proxy Forms must be received no later than 11.00am (AEDT) on Saturday, 26 February 2022 to be valid for the EGM. Proxy votes may be lodged on online, or proxy form returned by mail in the enclosed reply-paid envelope or by fax on +61 2 9287 0309.

AGENDA

RESOLUTIONS

1 Resolution One - Re-Election of Mr Danny Herceg as a Director

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

'That Mr Danny Herceg, Non-Executive Director of the Company, who will cease to hold office as a director of the Company immediately before the end of this general meeting pursuant to section 250V(1) of the Corporations Act 2001 (Cth) ('Corporations Act'), and being eligible, offers himself to be re-elected as a Director of the Company with effect from the end of the meeting.'

Information about the candidate to be elected as a director of the Company is set out in Explanatory Note 1.

2 Resolution Two - Re-Election of Ms Leanne Catelan as a Director

To consider and, if thought fit, to pass with or without amendment, the following as an Ordinary

Resolution:

'That Ms Leanne Catelan, Executive Director of the Company, who will cease to hold office as a director of the Company immediately before the end of this general meeting pursuant to section 250V(1) of the Corporations Act, and being eligible, offers herself to be re-elected as a Director of the Company with effect from the end of the meeting.'

Information about the candidate to be elected as a director of the Company is set out in Explanatory Note 2.

For personal use only

NOTES

1. The Company has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of voting at the Meeting, Shares will be taken to be held by those persons recorded in the Company's register of Shareholders as at 11.00am (AEDT) on Saturday, 26 February 2022.
2. You may vote by lodging a directed proxy or direct vote in advance of the meeting online at www.linkmarketservices.com.au or by proxy or attorney received by post or fax. A body corporate may appoint a corporate representative, rather than appoint a proxy, in accordance with section 250D of the Corporations Act in which case the Company will require written proof of the representative's appointment which must be lodged with or presented to the Company before the Meeting. The representative should bring to the EGM a properly executed letter or document confirming its authority to act as the company's representative. A "Certificate of Appointment of Corporate Representative" form may be obtained from the Company's share registry or online atwww.linkmarketservices.com.au.
3. A Shareholder who is entitled to attend and cast a vote online at the Meeting is entitled to appoint a proxy. The proxy need not be a Shareholder of the Company.
4. Unless the proxy is required by law to vote, the proxy may decide whether or not to vote on any particular item of business. If the appointment of proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. Any undirected proxy votes on a given resolution may be voted by the appointed proxy as they choose.
5. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you appoint two proxies, neither is entitled to vote on a show of hands. To appoint two proxies, use a separate proxy form for each. Shareholders are requested to show on the proxy form the specified proportion or number of the votes each proxy is appointed to exercise. If no proportion or number of votes is specified, each proxy may exercise half of your votes (disregarding fractions) on any poll.
6. You can appoint a proxy in four ways:
   online (preferred) by visiting www.linkmarketservices.com.au. Shareholders may lodge proxy appointments by logging in at www.linkmarketservices.com.au and clicking on the 'Voting' link on the Holding Details page. Your online proxy appointment will only be valid if you lodge your proxy in accordance with the instructions set out on the webpage above, in which case you are taken to have signed the proxy form; or
   by post using the reply-paid envelope to Excelsior Capital Limited, c/o Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 Australia; or
   by facsimile to 02 9287 0309; or
   by hand to Excelsior Capital Limited, c/o Link Market Services Limited, Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW, 2150. The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation.
7. A Shareholder entitled to attend and vote online at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf. An attorney need not themselves be a Shareholder. The power of attorney appointing the attorney must be signed and specify the name of each of the Shareholder, the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one.