BRAVURA SOLUTIONS LIMITED. — AGM Information 2021

Oct 21, 2021

BRAVURA SOLUTIONS NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 2021

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BRAVURA SOLUTIONS LIMITED ABN 54 164 391 128

Shareholders who have elected not to receive a printed copy of the Company’s 2021 Annual Report may obtain a copy from the Company’s website www.bravurasolutions.com under the Investors section

TABLE OF CONTENTS

Notice of 2021 Annual General 1 Meeting of Shareholders Explanatory Statement 5 Corporate Directory iii

1

NOTICE OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN that the Annual General Meeting of Bravura Solutions Limited ABN 54 164 391 128 (the Company) will be held virtually on Wednesday, 24 November 2021 at 4:00 pm.

In light of the challenges presented by the COVID-19 pandemic, the health and safety of the Company’s shareholders, employees, all of their families and the broader community, is paramount. As a result, the Company will be holding a virtual AGM this year using an online platform. Registration will open at 3:45pm with the AGM commencing at 4:00 pm.

Further information on the platform is outlined in the Virtual Meeting Online Guide available from the Company’s website at https://investors. bravurasolutions.com/Investor-Centre/.

THE BUSINESS OF THE AGM IS AS FOLLOWS:

ORDINARY BUSINESS

CONSIDERATION OF FINANCIAL STATEMENTS

To consider the Financial Statements and the reports of the Directors and Auditors for the year ended 30 June 2021.

Neither the Corporations Act 2001 (Cth) nor the Company’s constitution (Constitution) requires a vote of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting.

REMUNERATION REPORT

RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

To consider and if thought fit, pass the following ordinary resolution:

“That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors’ Report of the Company, for the year ended 30 June 2021 be adopted, details of which are set out in the explanatory statement to Resolution 1 in the Notice of Meeting.”

ELECTION OF DIRECTORS

RESOLUTION 2 - RE-ELECTION OF NEIL BROEKHUIZEN AS A DIRECTOR

To consider and if thought fit, pass the following ordinary resolution:

“That Neil Broekhuizen, being a Director of the Company, offers himself for re-election, be re-elected as a Director of the Company, details of which are set out in the explanatory statement to Resolution 2 in the Notice of Meeting.”

A summary of Neil Broekhuizen’s background and experience is set out in the explanatory statement to Resolution 2.

RESOLUTION 3 - RATIFICATION OF APPOINTMENT OF NICK PARSONS AS A DIRECTOR

To consider and if thought fit, pass the following ordinary resolution:

” Nick Parsons, who having been appointed on 3 September 2021, offers himself for re-election, be re-elected as a Director of the Company, details of which are set out in the explanatory statement to Resolution 3 in the Notice of Meeting.”

A summary of Nick Parson’s background and experience is set out in the explanatory statement to Resolution 3.

PERFORMANCE RIGHTS

RESOLUTION 4 - APPROVAL FOR THE GRANTING OF PERFORMANCE RIGHTS TO A DIRECTOR – MR NICK PARSONS (CEO)

To consider and if thought fit, pass the following ordinary resolution:

“That approval is given for the issue of 222,039 Performance Rights to the CEO Nick Parsons, under the Bravura Solutions Limited Employee Incentive Plan (BSLEIP) on the terms and conditions described in the explanatory statement to this Notice of Meeting, for all purposes including ASX Listing Rule 10.14.”

RESOLUTION 5 - APPROVAL FOR THE GRANTING OF PERFORMANCE RIGHTS TO A DIRECTOR – MR MARTIN DEDA (CFO)

To consider and if thought fit, pass the following ordinary resolution:

“That approval is given for the issue of 99,027 Performance Rights to the CFO, Martin Deda, under the Bravura Solutions Limited Employee Incentive Plan (BSLEIP) on the terms and conditions described in the explanatory statement to this Notice of Meeting, for all purposes including ASX Listing Rule 10.14.”

NOTICE OF ANNUAL GENERAL MEETING 2021

2

NOTICE OF 2021 ANNUAL GENERAL MEETING

OF SHAREHOLDERS (CONTINUED)

VOTING EXCLUSIONS

RESOLUTION 1

In accordance with section 250BD of the Corporations Act, the Company makes the following statement:

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

• (a) a member of the key management personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a closely related party of such a member.

However, a person described above may cast a vote on the resolution if:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• (b) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

RESOLUTION 4 AND RESOLUTION 5

Resolution 4 and Resolution 5 are resolutions connected directly with the remuneration of members of the key management personnel (KMP) of the Company (including directors who are employees of the Company and eligible to participate in the BSLEIP).

For the purpose of ASX Listing Rules 10.15.4 and 14.11, the Company will disregard any votes cast in favour of Resolutions 4 and 5:

• (a) by Nick Parsons and an associate of him; and

• (b) by Martin Deda and an associate of him.

In accordance with the Corporations Act, a vote cast as proxy on Resolution 4 or Resolution 5 by any other members of the KMP and closely related parties of members of the KMP will be disregarded.

However, the Company need not disregard the vote as a result of these restrictions if it is cast:

• (a) as a proxy for a person entitled to vote, in accordance with a direction on the proxy form;

• (b) by the Chairman of the meeting as proxy for a person who is entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit; or

• (c) by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the beneficiary provides written confirmation to the holder that:

• the beneficiary is not excluded from voting and is not an associate of a person excluded from voting on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By Order of the Board

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MARTIN DEDA COMPANY SECRETARY 22 OCTOBER 2021

NIGEL LIDDELL COMPANY SECRETARY 22 OCTOBER 2021

BRAVURA SOLUTIONS

5

EXPLANATORY STATEMENT

PARTICIPATING IN THE MEETING ONLINE

To participate in the virtual AGM, shareholders will need a desktop, laptop or mobile/tablet device with internet access. When shareholders log onto the AGM platform, they will need to provide certain details (including SRN or HIN) in order to be verified as a shareholder of the Company or a proxy holder. Proxy holders will need their login details which will be provided by Link Market Services no later than 24 hours before the meeting.

The Virtual Meeting Online Guide attached to this notice meeting and available from the Company’s website at https://investors. bravurasolutions.com/ Investor-Centre/ sets out information about how Shareholders may:

• (a) participate in the virtual AGM online;

• (b) ask questions during the meeting; and

• (c) access documents during the meeting.

ELIGIBILITY TO VOTE

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Company’s Shares quoted on the ASX at 7:00 pm (Sydney time) on Sunday, 21 November 2021 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 are entitled to attend and vote (if not excluded) at the meeting, either in person, by proxy or attorney or, in the case of a corporate Shareholder, by a personal representative.

PROXIES

If you are unable to attend and vote at the Annual General Meeting, in accordance with section 249L of the Corporations Act, you may appoint a person (including a body corporate) to attend as your proxy. If you would like to appoint a proxy, please complete the enclosed Proxy Form.

To be effective, the Proxy Form must be received by the Company at its registered office or the Company’s share registrar, Link Market Services Limited, by 4:00 pm on Sunday, 21 November 2021, and in any case no later than 48 hours prior to the commencement of the Annual General Meeting. Any proxy form received after this time will not be valid for the scheduled Annual General Meeting.

If a Shareholder is entitled to cast two or more votes at the Annual General Meeting, the Shareholder may appoint one or two proxies. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes to be exercised by each proxy, each proxy may exercise half the votes. Fractions of votes will be disregarded. Where two proxies are appointed, neither proxy shall have the right to vote on a show of hands (but each may vote on a poll).

A proxy need not be a Shareholder of the Company.

A Proxy Form may be completed online at www.linkmarketservices.com.au. Otherwise, completed Proxy Forms may be returned as follows:

• BY MAIL

Bravura Solutions Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

• BY FAX +61 2 9287 0309

• BY HAND

Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

If the Shareholder is an individual, the Proxy Form must be signed by the Shareholder or their attorney.

If the Shareholder is a corporation, the Proxy Form must be executed in accordance with section 127 of the Corporations Act or executed by its attorney or a validly appointed corporate representative. Furthermore, if a corporation elects to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with sections 250D and 253B of the Corporations Act. The Certificate must be lodged with the Company before the AGM or at the registrations desk on the day of the AGM. The Company will retain the certificate.

If the Proxy Form is signed by a person who is not the Shareholder, then the relevant authority must either have been exhibited previously to the Company or be enclosed with the Proxy Form.

If a Shareholder has not directed the proxy on how to vote, the proxy may vote as the proxy deems fit, and similarly if the Shareholder appoints the Chairman of the AGM as proxy but does not direct the Chairman on how to vote on an item, the Chairman will vote in accordance with his voting intention as stated, namely in favour of each of the proposed resolutions set out in the Notice of Meeting.

NOTICE OF ANNUAL GENERAL MEETING 2021

6

EXPLANATORY STATEMENT (CONTINUED)

How will the Chairman vote as proxy if the Shareholder has not directed the Chairman to vote?

If a Shareholder appoints the Chairman of the Annual General Meeting as proxy and does not direct the Chairman on how to vote on a proposed Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman intends to vote in favour of that proposed Resolution.

POLL

On a poll each Shareholder present in person or by proxy, attorney or representative has one vote for each share held. A proxy may demand or join in demanding a poll.

TECHNICAL DIFFICULTIES

Technical difficulties may arise during the course of the AGM. The Chairman has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the meeting is affected. Where the Chairman considers it appropriate, the Chairman may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy by Sunday, 21 November 2021 even if they plan to attend online.

EXPLANATORY STATEMENT

This Explanatory Statement is included in and forms part of the Notice of Meeting and should be read with the Notice of Meeting.

This Explanatory Statement contains an explanation of, and information about, the Resolutions to be considered at the Annual General Meeting of the Company on Wednesday, 24 November 2021. It is given to Shareholders to help them determine how to vote on the Resolutions set out in the accompanying Notice of Meeting.

Shareholders should read this Explanatory Statement in full because individual sections do not give a comprehensive review of the Resolutions contemplated in this Explanatory Statement.

If you are in doubt about what to do in relation to a Resolution, you should consult your financial or other professional advisor.

FINANCIAL STATEMENTS AND REPORTS

Section 250R of the Corporations Act requires the Financial Report, Directors’ Report and the Auditor’s Report (collectively referred to as Reports) to be laid before the Annual General Meeting.

Neither the Corporations Act nor the Constitution require Shareholders to vote on such Reports.

However, Shareholders will be given an opportunity to raise questions on the Reports at the Annual General Meeting.

In addition, as the Company’s auditor or their representative will be present at the Annual General Meeting, the Chairman will allow a reasonable opportunity for the Shareholders, as a whole, to ask the auditor or the auditor’s representative questions relevant to:

• the conduct of the audit;

• the preparation and content of the Auditor’s Report;

• the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• the independence of the auditor in relation to the conduct of the audit.

Any Shareholder entitled to cast a vote at the Annual General Meeting may submit a written question to the auditor if the question is relevant to:

(a) the content of the Auditor’s Report to be considered at the Annual General Meeting; or

• (b) the conduct of the audit of the annual Financial Report to be considered at the Annual General Meeting.

If the Shareholders intend to submit a written question, the question must be given to the Company no later than Sunday, 21 November 2021. The Chairman will allow a reasonable opportunity for the auditor or their representative to answer written questions so submitted and that the auditor considers relevant to (a) or (b) above. If the auditor or their representative has prepared written answers to a written question, the written answers may be tabled at the Annual General Meeting, and in any case as required by section 250T(4) of the Corporations Act, will be made reasonably available to members as soon as practicable after the Annual General Meeting.

BRAVURA SOLUTIONS

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EXPLANATORY STATEMENT (CONTINUED)

RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

Consistent with section 250R of the Corporations Act, the Company submits to Shareholders for consideration and adoption, by way of an ordinary resolution, its Remuneration Report for the year ended 30 June 2021. As per section 250R, the vote on this resolution will be advisory only and will not bind the Directors of the Company. A voting exclusion statement applies to this resolution.

The Remuneration Report is a distinct section of the annual Director’s Report which deals with the remuneration of Directors and Executives (which includes senior management) of the Company. The Remuneration Report can be located in the Company’s Annual Report on pages 26 to 44. This is available online at www.bravurasolutions.com under the Investors section.

There will be a reasonable opportunity for Shareholders to ask questions about, or make comments on the Remuneration Report, as per section 250SA of the Corporations Act.

RECOMMENDATION

THE DIRECTORS RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF RESOLUTION 1.

A voting exclusion statement applies to Resolution 1. The Chairman will vote undirected proxies FOR this resolution.

RESOLUTION 2 – RE-ELECTION OF MR NEIL BROEKHUIZEN AS A DIRECTOR

ASX Listing Rule 14.5 require that an election of Directors must occur at every Annual General Meeting. In accordance with this, Neil Broekhuizen will retire by rotation and seeks re-election. Neil Broekhuizen was appointed Chairman on 23 August 2019. Based in Sydney, Neil has over 30 years of experience in the finance industry including the last 28 years in private equity with Investcorp and Bridgepoint in Europe and with Ironbridge in Australia.

In addition to being an Independent Non-Executive Director at Bravura Solutions, Neil is also a Non-Executive Director of Monash IVF Group Limited.

Neil is a qualified Chartered Accountant and holds a BSc (Eng) Honours degree from Imperial College, University of London, where he read electronic engineering.

Neil is a member of the Remuneration and Nomination Committee.

RECOMMENDATION

THE DIRECTORS (OTHER THAN NEIL BROEKHUIZEN) RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF RESOLUTION 2.

RESOLUTION 3 – RATIFICATION OF APPOINTMENT OF MR NICK PARSONS AS A DIRECTOR

Nick Parsons, an executive director of Bravura Solutions, was appointed as a director of the Company in September 2021. Shareholders are asked to ratify Nick’s appointment as a Director.

Based in London, Nick has over 30 years of experience in the IT industry, specialising in financial sector solutions for fund managers and Third Part Administrators. Nick was the Chief Operating Officer for Bravura Solutions until September 2021, with responsibility for implementing and supporting Bravura’s software products globally. He has been with Bravura Solutions since July 2007.

Prior to joining Bravura Solutions, Nick was the Chief Technology Officer for DST Global Solutions, where he was responsible for driving technical innovation across a diverse product range and implementing a number of complex global projects.

Nick holds a BSc from Durham University.

RECOMMENDATION

THE DIRECTORS (OTHER THAN NICK PARSONS) RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF RESOLUTION 3

NOTICE OF ANNUAL GENERAL MEETING 2021

8

EXPLANATORY STATEMENT (CONTINUED)

RESOLUTION 4 & 5 – APPROVAL FOR THE GRANTING OF PERFORMANCE RIGHTS TO A DIRECTOR – MR NICK PARSONS, CEO AND MR MARTIN DEDA, CFO.

ASX Listing Rule 10.14 requires Bravura Solutions to obtain from Shareholders approval for the issue of securities to a director under an employee incentive scheme. The Company is seeking Shareholder approval for the proposed grant of Performance Rights to Nick Parsons (CEO) and Martin Deda (CFO), as set out below.

The Bravura Solutions Limited Employee Incentive Plan (BSLEIP) has been designed to facilitate the Company moving towards best practice remuneration structures for executives. A key component of effective remuneration for executives is a long term incentive to drive shared performance objectives and link remuneration to company performance.

The features of the proposed 2021 financial year offer of Performance Rights to the CEO and CFO (together, the Participants) are summarised below:

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ASPECT DETAILS
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Incentive type	BVS is seeking Shareholder approval for a grant of Performance Rights to Nick Parsons (CEO) and Martin Deda (CFO).
	Performance Rights may vest if Vesting Conditions are satisfied.
Terms & Conditions	The Board of BVS has the discretion to set the terms and conditions on which it will offer Performance Rights under the
	BSLEIP, including the Vesting Conditions and modification of the terms and conditions as appropriate to ensuring the plan
	operates as intended. In the case of Performance Rights the Vesting Conditions are intended to be challenging and linked to
	growth in shareholder value.
Number of Performance	Mr Nick Parsons (CEO)
Rights	A total of 222,039 Performance Rights will be offered to the CEO in the 2022 financial year. The number of Performance Rights
	when added to the other remuneration elements will produce a total remuneration package that is market competitive and
	reasonable given the Company’s circumstances.
	The number of Performance Rights was calculated by applying the following formula:
	Number of = Stretch LTI Value ÷ Share Price
	Performance Rights
	Where
	Stretch LTI Value = Fixed Remuneration x Target LTI % ÷ Target Vesting%
	= GBP 375,000 x (Fx) 1.80 × 50% ÷ 50%
	= $675,000
	Share Price Is the volume weighted average share price over the 10 trading days following the
	announcement of FY21 results for BVS ($3.04).
	As 100% of Performance Rights to be granted will only vest when stretch performance goals are achieved it is expected that
	a lesser percentage will actually vest unless exceptional performance is achieved.
	Mr Martin Deda (CFO)
	A total of 99,027 Performance Rights will be offered to the CFO in the 2022 financial year. The number of Performance Rights
	when added to the other remuneration elements will produce a total remuneration package that is market competitive and
	reasonable given the Company’s circumstances.
	The number of Performance Rights was calculated by applying the following formula:
	Number of = Stretch LTI Value ÷ Share Price
	Where
	Stretch LTI Value = Fixed Remuneration x Target LTI % ÷ Target Vesting%
	= $501,738 × 30% ÷ 50%
	= $301,042
	Share Price Is the volume weighted average share price over the 10 trading days following the announcement of FY21
	results for BVS ($3.04).
	As 100% of Performance Rights to be granted will only vest when stretch performance goals are achieved it is expected that
	a lesser percentage will actually vest unless exceptional performance is achieved.
Amount payable for	No amount will be payable by a Participant for the Performance Rights as they are part of the intended total remuneration
Performance Rights	package for the 2022 financial year.

BRAVURA SOLUTIONS

9

EXPLANATORY STATEMENT (CONTINUED)

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ASPECT DETAILS
Vesting of Performance Upon the satisfaction of the Vesting Conditions, the value of Performance Rights that vest will be evaluated and will be paid
Rights in Shares, cash or a combination of cash and Shares based on the then Share price, at the Board's discretion.
Measurement Period The Measurement Period will be the three financial years from 1 July 2021 to 30 June 2024.
Vesting Conditions In order for Performance Rights to vest, the performance conditions (Vesting Conditions) must be satisfied.
The proposed grant will be divided into two tranches being:
• Tranche 1 (50% of the Performance Rights) which will be subject to an indexed total shareholder return (iTSR) vesting
condition, and
• Tranche 2 (50% of the Performance Rights) which will be subject to an Earnings Per Share Growth (EPSG) vesting condition.
The vesting of Tranche 1 iTSR Performance Rights will be determined by comparing the Company’s Total Shareholder Return
(TSR) over the Measurement Period with the movement in the ASX200 Total Return Index over the Measurement Period.
If the Company’s TSR is negative then nil vesting will apply to this Tranche.
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Otherwise the following vesting scale will be applied, subject to an overriding discretion held by the Board:

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COMPANY’S TSR COMPARED TO THE
PERFORMANCE LEVEL ASX200 TOTAL RETURN INDEX VESTING % OF TRANCHE
Stretch ≥100% of Index Plus 10% CAGR 100%
Between Target & Stretch >100% Plus 5% CAGR & < 100% of Index Pro-rata
Plus 10% CAGR
Target 100% of Index Plus 5% CAGR 50%
Between Threshold & Target >100% of Index & <100% of Index Plus Pro-rata
5% CAGR
Threshold 100% of Index 25%
Below Threshold <100% of Index 0%
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TSR is the sum of share price appreciation and dividends (assumed to be reinvested in shares) during the Measurement Period expressed as a growth percentage.

The vesting of Tranche 2 EPSG Performance Rights will be determined by reference to the following scale:

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PERFORMANCE LEVEL TOTAL GROWTH OVER 3 YEARS VESTING
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Stretch	≥52%	100%
Between Target & Stretch	>33% & <52%	>50% & <100%
Target	33%	50%
Between Threshold & Target	>22% & <33%	>25% & < 50%
Threshold	22%	25%
Below Threshold	<22%	0%

Earnings Per Share (EPS) will be as per the Company’s statutory accounts. EPSG will be calculated as the growth required to increase the EPS of the Company from the result in the financial year prior to the beginning of the Measurement Period to the EPS achieved in the final year of the Measurement Period.

The Board retains the discretion to modify vesting in the case that the circumstances that prevailed over the Measurement Period materially differed from those expected at the time the vesting scale was determined, which is intended to be used when the application of the vesting scale would lead to an outcome that may be viewed as inappropriate.

Retesting

Exercise Price

Retesting will not apply to either Tranche 1 iTSR Performance Rights or Tranche 2 EPSG Performance Rights.

No amount will be payable by a Participant to exercise a Performance Right that has vested.

NOTICE OF ANNUAL GENERAL MEETING 2021

10

EXPLANATORY STATEMENT (CONTINUED)

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ASPECT DETAILS
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Disposal Restrictions	Performance Rights
	Performance Rights may not be disposed of or otherwise dealt with except by force of law and then only when permitted under
	the Company’s Securities Trading Policy (Rule 14.1).
	Shares – Default Disposal Restrictions
	All Shares acquired by Participants on exercise of vested Performance Rights, shall be subject to a disposal restriction, being that
	such Shares may not be disposed of or otherwise dealt with until such disposals and dealings are no longer prohibited under:
	(a) the Company’s Securities Trading Policy, and
	(b) the Corporations Act having regard to Division 3 of Part 7.10 (which prohibits insider trading).
	Release of Disposal Restriction
	Disposal restrictions may be released early if a taxing point arises in relation to Shares then disposal restrictions, other than
	those that arise under the Corporations Act having regard to Division 3 of Part 7.10 (which prohibits insider trading), will be
	automatically lifted to the extent required to ensure that 50% of the shares that become taxable are no longer so restricted.
Cessation of Employment	Pursuant to Rule 15, the Board has determined that unvested Performance Rights held at the date of termination and that
	have not been forfeited under the previous paragraph will be treated as follows in the event of a Participant ceasing to be an
	employee of the Company:
	(a) If the circumstances of the cessation of employment is classified as a Bad Leaver as defined below then all unvested
	Performance Rights held by the Participant at the date of cessation of employment will be forfeited unless otherwise
	determined by the Board, or
	(b) If the circumstances of the cessation of employment is classified as a Good Leaver as defined below then a portion of
	unvested Performance Rights held by the Participant at the date of cessation of employment will be retained by the
	Participant for testing for vesting at the end of the Measurement Period unless otherwise determined by the Board. The
	portion retained will be determined by the length of service through the performance measurement period for each
	grant.
	In relation to the Invitation, Bad Leaver means when the cessation of employment is due to dismissal for gross misconduct
	or other situations so classified by the Board in its discretion.
	In relation to the Invitation, Good Leaver means a situation not classified as a Bad Leaver.
	If at the time of vesting subsequent to cessation of employment of a Participant the share price is lower than at the date of
	cessation of employment the value of the Performance Rights that vest will be paid in cash only, not Shares.
Change of Control of the	Where a Change of Control Event occurs (such as a takeover bid or a scheme of arrangement), the Board may in its
Company	discretion, determine that all or a specified number of a Participant’s Performance Rights are deemed to have vested.
Major Return of Capital	Pursuant to Rule 2.2(b)(iv), the Board has determined that unless otherwise determined by the Board, in the event of a major
	return of capital (as determined by the Board), the Vesting Conditions attached to the particular Tranche will cease to apply and:
	(a) unvested Performance Rights granted in the financial year of the return of capital will lapse in the proportion that the
	remainder of the financial year bears to the full financial year,
	(b) all remaining unvested Performance Rights will vest in accordance with the application of the following formula (noting
	that negative results will be taken to be nil):
	Number of Performance = Unvested Performance Rights x (Share Price immediately
	Rights to Vest prior to calculation of entitlement to the Return of Capital – Share Price at Measurement
	Period commencement) ÷ Share Price at Measurement Period commencement
	Any unvested Performance Rights that do not vest in relation to (b) will lapse.
Voting and Dividends:	Performance Rights do not carry voting or dividend entitlements. Shares issued when Performance Rights vest carry all
Performance Rights	entitlements of Shares, including voting and dividend entitlements.
Lapse and Forfeiture of	Performance Rights will lapse if the prescribed Vesting Conditions are not satisfied within the prescribed Measurement
Performance Rights	Period.
Fraud, Gross	In the event that the Board forms the opinion that a Participant has committed an act of fraud, dishonesty or has breached
Misconduct etc.	his duties or obligations in relation to the Company, all unvested Performance Rights held by that Participant will lapse and
	be forfeited.

BRAVURA SOLUTIONS

11

EXPLANATORY STATEMENT (CONTINUED)

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ASPECT DETAILS
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Competition and Other	If a Participant engages in any activities or communications that, in the opinion of the Board, may cause harm to the
Actions that May Harm	operations or reputation of the Company or the Board all unvested Performance Rights held by that Participant will lapse
the Company	and be forfeited, unless otherwise determined by the Board.
	If a Participant either directly or indirectly competes with the Company including becoming an employee of a competitor,
	supplier or customer, without the prior written consent of the Company, all unvested Performance Rights held by that
	Participant will lapse and be forfeited, unless otherwise determined by the Board.
Issue or Acquisition of	Shares allocated to a Participant when Performance Rights vest under the BSLEIP may be issued by the Company or
Shares	acquired on or off market by the Company or its nominee. The nominee may be a trust, the purpose of which is to facilitate
	the operation of the BSLEIP.
Cost and Administration	The Company will pay all costs of issuing and acquiring Shares for the purposes of satisfying vested Performance Rights, as
	well as any brokerage on acquisitions of Shares for this purpose and all costs of administering the BSLEIP.
Other Terms of the	The BSLEIP also contains customary and usual terms having regard to Australian law for dealing with administration,
BSLEIP	variation, suspension and termination of the BSLEIP.
Hedging	The Company prohibits the hedging of Performance Rights by participants in the BSLEIP.

OTHER INFORMATION

A summary of the main features of the BSLEIP is set out in the table below:

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ASPECT DETAILS
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Instrument: Awards	The BSLEIP is a plan that involves grants of “Awards” which may, at the Board’s discretion, be:
	• Performance Rights
	• Options,
	• Restricted Shares, or
	• Incentive Rights
	that may, in some circumstances, be settled in the form of cash upon exercise, but which will generally be settled in the
	form of an ordinary Bravura Solutions Limited Share (Share), which may be a Share subject to disposal restrictions.
	The Board may, in its discretion, specify that Rights and Options are entitled to Dividend Equivalent Rights, under an
	Invitation, in which case the Participant will be granted will be approximately equal to the value of the amount of dividends
	that would have been payable had the Options or Performance Rights been Shares.
	Grants to executives will generally be in the form of Performance Rights which are subject to Vesting Conditions, which may
	be related to indicators of value creation and/or service for example.
Terms & Conditions,	The Board of Bravura Solutions Limited (BSL, the Company) has the discretion to set the terms and conditions on which
Including Variations	it will offer Awards under the BSLEIP, including the Vesting Conditions and modification of the terms and conditions as
	appropriate to ensuring the plan operates as intended. In the case of Performance Rights the Vesting Conditions are
	intended to be challenging and linked to growth in shareholder value. The terms and conditions of the BSLEIP include those
	aspects legally required as well as a method for calculating the appropriate number to vest in the circumstances of a change
	of control, a major return of capital to shareholders and the treatment of Awards in the circumstances of various forms of
	termination of employment.
Number of Awards	The number of Awards to be offered will be at the discretion of the Board. It is intended that the number of Awards to be
	granted will be determined annually with regard to the Participant’s fixed pay, relevant market practices and the relevant
	policies of the Company regarding remuneration.
	An Award does not confer on a Participant the right to participate in new issues of securities to existing holders of Shares,
	unless the Right or Option has vested and been exercised, and Shares are Allocated for their benefit in respect of Rights
	and/or Options.

NOTICE OF ANNUAL GENERAL MEETING 2021

12

EXPLANATORY STATEMENT (CONTINUED)

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ASPECT DETAILS
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Vesting, Exercise,	Performance Rights and Options are only vested when the Company notifies a Participant that vesting have occurred, and
Exercise Price and	subject to the satisfaction of Vesting Conditions. Rights and Options may be exercised only once vested.
Settlement	Rights that vest and are exercised will be evaluated and will be settled in Shares, cash or a combination of cash and Shares
	based on the then Share price, at the Board’s discretion. No exercise price is required to exercise vested Performance or
	Incentive Rights, however, if a grant of Options is made, then the Participant must pay the Exercise Price to exercise the
	Option, as specified in an Invitation.
	VestingConditions willgenerallyrelate to indicators of value creation and/or service.
Vesting Period	The Vesting Period is the period over which Vesting Conditions are assessed and may be determined by the Board as part of
	each Invitation. In practice it will generally be three years for Performance Rights (starting from the beginning of the first
	financialyear in the VestingPeriod).
Cost of Awards	Participants do not have to pay any amount in order to acquire an Incentive Right, Performance Right or Option under the
	plan, however the Board may in its discretion make Invitations that involve contributions, in which case the Participant must
	make such contributions in order to receive an allocation of Shares or Restricted Shares.
Retesting	While re-testing is contemplated under the Rules, this feature has not been used and it is not intended to be used in the
	foreseeable future.
Disposal Restrictions	Incentive Rights, Performance Rights and Options: Awards in these classes may not be disposed of or otherwise dealt with
	except by force of law and then only when permitted under the Company’s Securities Trading Policy (Rule 14.1), and will lapse
	and be forfeited if this Rule is breached.
	Shares: Invitations may specify a Restriction Period, during which a Participant may not deal with Shares that have resulted
	from the exercising of Rights or Options under the Plan.
	Restricted Shares: will cease to be subject to disposal restrictions when Vesting Conditions and any other requirements
	specified in the Invitation have been met, and the Company notifies the Participant that the Share is no longer Restricted
	Share.
	Securities mayonlybe dealt with in accordance with the Company’s Securities TradingPolicy.
Cessation of Employment	Under the Rules, the Board may determine the treatment of Awards in the case of a cessation of employment, which may but
	does not need to be specified in an Invitation.
	In practice, Invitations reflect the Board’s determination that Performance Rights granted in the financial year of the
	cessation of employment and remaining unvested at the date of cessation of employment will be forfeited in the proportion
	that the remainder of the financial year following the cessation of employment bears to the full financial year, unless
	otherwise determined by the Board. In practice, the Board has also determined that Unvested Performance Rights held at
	the date of termination and that have not been forfeited under the previous paragraph will be treated as follows in the event
	of a Participant ceasing to be an employee of the Company:
	If the circumstances of the cessation of employment is classified as a Bad Leaver as defined below then all unvested
	Performance Rights held by the Participant at the date of cessation of employment will be forfeited unless otherwise
	determined by the Board, or
	If the circumstances of the cessation of employment is classified as a Good Leaver as defined below then all unvested
	Performance Rights held by the Participant at the date of cessation of employment will be retained by the Participant for
	testing for vesting at the end of the Vesting Period unless otherwise determined by the Board.
	In relation to the Invitation, Bad Leaver means when the cessation of employment is due to dismissal for gross misconduct
	or other situations so classified by the Board in its discretion.
	In relation to the Invitation, Good Leaver means a situation not classified as a Bad Leaver.
	If at the time of vesting subsequent to cessation of employment the share price is lower than at the date of cessation of
	employment the value of the Performance Rights that vest will bepaid in cash only,not Shares.
Change of Control of the	Under the Rules, in the case of a Change of Control the Board may determine that some or all Awards are deemed to have
Company	vested and/or become exercisable, and/or that disposal restrictions or any other terms cease to apply, or determine another
	treatment of Awards and specifyit in an Invitation.
Voting and Dividends	Awards other than Restricted Shares do not carry an entitlement to voting or to dividends. Shares issued when Performance
	Rights vest carryall entitlements of Shares, includingvotingand dividend entitlements.

BRAVURA SOLUTIONS

13

EXPLANATORY STATEMENT (CONTINUED)

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ASPECT DETAILS
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Lapse and Forfeiture of	Performance Rights and Incentive Rights will lapse if the prescribed Vesting Conditions are not satisfied within the
Awards	prescribed Vesting Period, or a vested Right is not exercised before the prescribed date.
	If not exercised earlier, Options will lapse 7 years after Vesting unless other date is specified in the Invitation, or if the
	prescribed VestingConditions are not satisfied within theprescribed VestingPeriod.
Inappropriate Benefits,	In the event that the Board forms the opinion that a Participant has committed an act of fraud, defalcation or gross
Fraud, Gross Misconduct	misconduct, or there has been a material misstatement or omission which will require the financial statements of a Group
etc.	Companyto be restated,then the Board has discretion to determine how Awards will be treated.
Issue or Acquisition of	Shares allocated to a Participant when Awards vest under the BSLEIP may be issued by the Company or acquired on or off
Shares	market by the Company or its nominee. The nominee may be a trust, the purpose of which is to facilitate the operation of
	theplan.
Cost and Administration	The Company will pay all costs of issuing and acquiring Shares for the purposes of satisfying vested Awards, as well as any
	brokerage on acquisitions of Shares for thispurpose and all costs of administeringthe BSLEIP.
Loan Arrangements	The Board may in its discretion determine that a Loan will be made by the Lender to a Participant to be used to satisfy all or
	part of the payment of the amount payable for the grant of Restricted Shares under a contribution arrangement. No interest
	or charges applyto the Loan,which is a limited recourse loan(to the sale value of Loan Shares).
Other Terms of the	The BSLEIP also contains customary and usual terms having regard to Australian law for dealing with winding up,
BSLEIP	administration, variation, suspension and termination of the BSLEIP.
Hedging	The Company prohibits the hedging of Awards by Participants, under its trading policy.

In accordance with the Listing Rules, the Company discloses:

(a) Martin Deda previously received a total of 432,787 Performance Rights under the BSLEIP from the period between 2017 and 2020 (inclusive) at an acquisition price of nil. Nick Parsons previously received a total of 475,728 Performance Rights under the BSLEIP from the period between 2017 and 2020 (inclusive) at an acquisition price of nil.

(b) the following directors are entitled to participate in the BSLEIP: Nick Parsons and Martin Deda;

(c) the Company’s Annual Report for FY21 in section 3.5 sets out the total remuneration package for Nick Parsons and Martin Deda for FY21, which is summarised as follows:

		SHORT-TERM BENEFITS		LONG-TERM BENEFITS
DIRECTOR	FIXED	NON-MONETARY BENEFITS	SHORT TERM INCENTIVE	RETIREMENT PROVISION	LONG TERM INCENTIVE	TOTAL REMUNERATION RECEIVED
Nick Parsons	558,191	64,558	–	27,909	116,316	766,974
Martin Deda	491,900	14,916	–	25,000	90,814	622,630

(d) no loan is provided in regards to the acquisition of Performance Rights under the BSLEIP;

(e) the Performance Rights will be issued to the CEO and the CFO following the annual general meeting of the Company, and in any event, no later than 12 months after the meeting.

Executive remuneration is determined by the non-executive members of the Board, having consideration of relevant market practices and the circumstances of the Company on an annual basis. It is the view of non-executive members of the Board that it is in the interests of Shareholders for selected executives (the Participants) to receive part of their total remuneration package in the form of at-risk equity that will vest based on performance against indicators that are linked to Shareholder benefit (Vesting Conditions) during a defined Measurement Period. This is also considered best practice with regards to evident market practices. It should therefore be considered appropriate to provide some equity-based remuneration to executive directors of the Company instead of cash only.

If shareholder approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise Nick Parsons and Martin Deda.

Details of any securities issued under the BSLEIP will be published in the annual report of the Company relating to the period in which the Performance Rights were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

Any persons covered by ASX Listing Rule 10.14 and not named in this notice may not participate in the BSLEIP until approval is obtained for them under ASX Listing Rule 10.14.

NOTICE OF ANNUAL GENERAL MEETING 2021

14

EXPLANATORY STATEMENT (CONTINUED)

RECOMMENDATION

THE DIRECTORS (OTHER THAN NICK PARSONS AND MARTIN DEDA) RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF RESOLUTION 4.

A voting exclusion statement applies to Resolution 4. The Chairman will vote undirected proxies FOR this resolution.

THE DIRECTORS (OTHER THAN NICK PARSONS AND MARTIN DEDA) RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF RESOLUTION 5.

A voting exclusion statement applies to Resolution 5. The Chairman will vote undirected proxies FOR this resolution.

BRAVURA SOLUTIONS

iii

CORPORATE DIRECTORY

CORPORATE INFORMATION

ABN 54 164 391 128

CORPORATE AND REGISTERED OFFICE

Level 6, 345 George Street Sydney NSW 2000 Phone: +61 2 9018 7800 Fax: +61 2 9018 7811

WEBSITE ADDRESS

www.bravurasolutions.com

BOARD OF DIRECTORS

Neil Broekhuizen

Chairman and Independent Non-executive Director

Peter Mann

Independent Non-executive Director

COMPANY SECRETARY

Martin Deda and Nigel Liddell

AUDITORS

Ernst & Young 200 George Street Sydney NSW 2000 Phone: 61 2 9248 5555

Alexa Henderson

Independent Non-executive Director

Libby Roy

Independent Non-Executive Director

SHARE REGISTRY

Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000

Nick Parsons

CEO and Managing Director

Martin Deda

CFO and Executive Director

Co.

Design by | ideate

NOTICE OF ANNUAL GENERAL MEETING 2021

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ACN 164 391 128

LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

• BY MAIL

• Bravura Solutions Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Bravura Solutions Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting Name the Chairman of the as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy. Meeting (mark box) An email will be sent to your appointed proxy with details on how to access the virtual meeting. Email or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 4:00pm on Wednesday, 24 November 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in: Online at https://agmlive.link/BVS21 (refer to details in the Virtual Meeting Online Guide). To access the Notice of General Meeting and Online Guide, this can be viewed and downloaded at the Company’s website at https://investors. bravurasolutions.com/Investor-Centre/. Important for Resolutions 1, 4 & 5: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 4 & 5, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Adoption of the Remuneration 5 Approval for the granting of Report performance rights to a Director – Mr Martin Deda (CFO)

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• 2 Re-election of Mr Neil Broekhuizen as a Director

• 3 Ratification of appointment of Mr Nick Parsons as a Director

• 4 Approval for the granting of performance rights to a Director – Mr Nick Parsons (CEO)

• • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

BVS PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received by the Company’s share registrar, Link Market Services Limited, by 4:00 pm on Sunday, 21 November 2021 , and in any case no later than 48 hours prior to the commencement of the Annual General Meeting.

APPOINTMENT OF PROXY

Any Proxy Form received after that time will not be valid for the scheduled Meeting.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE

www.linkmarketservices.com.au

DEFAULT TO CHAIRMAN OF THE MEETING

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

Any directed proxies that are not voted on a poll at the Meeting will default on the Proxy Form. Select ‘Voting’ and follow the prompts to to the Chairman of the Meeting, who is required to vote those proxies as lodge your vote. To use the online lodgement facility, directed. Any undirected proxies that default to the Chairman of the shareholders will need their “Holder Identifier” - Securityholder Meeting will be voted according to the instructions set out in this Proxy Reference Number (SRN) or Holder Identification Number (HIN). Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP. BY MOBILE DEVICE QR Code Our voting website is designed specifically VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT for voting online. You can now lodge You may direct your proxy how to vote by placing a mark in one of the your proxy by scanning the QR code boxes opposite each item of business. All your shares will be voted in adjacent or enter the voting link accordance with such a direction unless you indicate only a portion of www.linkmarketservices.com.au into voting rights are to be voted on any item by inserting the percentage or your mobile device. Log in using the number of shares you wish to vote in the appropriate box or boxes. If you Holder Identifier and postcode for your do not mark any of the boxes on the items of business, your proxy may shareholding. vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. APPOINTMENT OF A SECOND PROXY BY MAIL You are entitled to appoint up to two persons as proxies to attend the  Meeting and vote on a poll. If you wish to appoint a second proxy, an Bravura Solutions Limited additional Proxy Form may be obtained by telephoning the Company’s C/- Link Market Services Limited share registry or you may copy this form and return them both together. Locked Bag A14 To appoint a second proxy you must: Sydney South NSW 1235 (a) on each of the first Proxy Form and the second Proxy Form state the Australia percentage of your voting rights or number of shares applicable to that  BY FAX form. If the appointments do not specify the percentage or number of +61 2 9287 0309 votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and  BY HAND (b) return both forms together. delivering it to Link Market Services Limited Level 12 SIGNING INSTRUCTIONS 680 George Street You must sign this form as follows in the spaces provided: Sydney NSW 2000 Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. during business hours Monday to Friday (9:00am - 5:00pm) and

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to any public health orders and restrictions

Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Safari – OS X v10.9 & OS X v10.10 and after

• Internet Explorer 9 and up

• Microsoft Edge - 92.0 and after

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

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Step 1

Open your web browser and go to https://agmlive.link/BVS21

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

• On the left – a live audio webcast of the Meeting

• On the right – the presentation slides that will be addressed during the Meeting

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

• At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

2 • Link Group Virtual Meeting Online Guide

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

4 • Link Group Virtual Meeting Online Guide

5. Phone Participation

Asking a Question

Step 1

What you will need

• a) Land line or mobile phone

• b) The name and securityholder number of your holding/s

• c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363 by 4:00pm on Monday, 22 November 2021.

Joining the Meeting via Phone

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

Step 2

Please advise if your question relates to an item of business or General Business. The moderator will make a note and ask if you have any additional questions.

Step 1

From your land line or mobile device, call: 1800 271 204 and +61 2 9189 2034 (if calling from overseas).

Step 2

You will be greeted with a welcome message and provided with instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be asked to provide your PIN by the moderator. This will verify you as a securityholder and allow you to ask a question on the resolutions at the Meeting.

Step 3

When it is time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking.

Note: If at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you have also joined the Meeting Online, we ask that you mute your laptop, desktop, tablet or mobile device while you ask your question.

Step 4

Your line will be muted once your question has been answered.

Step 3

Once the moderator has verified your details you will be placed into a waiting room where you will hear music playing.

Note: If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Contact us

1487.7 04/21 ISS2

Australia T +61 1800 990 363 E info@linkmarketservices.com.au