CLEARVIEW WEALTH LIMITED — AGM Information 2017

Oct 9, 2017

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Notice of 2017 Annual General Meeting

Notice is given of the Annual General Meeting of Shareholders of ClearView Wealth Limited ACN 106 248 248

Date: Friday, 10 November 2017 Time: 10.00am (Sydney time) Venue: ClearView Wealth Limited Level 15, 20 Bond Street Sydney NSW 2000

ClearView Wealth Limited ∙ ABN 83 106 248 248 Address: Level 15, 20 Bond Street, Sydney NSW 2000 www.clearview.com.au

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Defined Terms

Unless the context otherwise requires, capitalised terms used in this Notice of Meeting will have the meaning given to those terms in the Glossary set out in the Explanatory Statement attached to this Notice of Meeting.

Items of Business

1. Financial Statements

To receive and consider the Financial Statements, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2017.

2. Re-election of Directors

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

Resolution 1 - Re-election of Bruce Edwards as a Director

“That, Mr Bruce Edwards, who retires as Director by rotation pursuant to Rule 6.4 of the Constitution and, being eligible for re-election, be elected as a Director.”

Resolution 2 - Re-election of David Brown as a Director

“That, Mr David Brown, who retires as Director by rotation pursuant to Rule 6.4 of the Constitution and, being eligible for re-election, be elected as a Director.”

Resolution 3 - Re-election of Gary Burg as a Director

“That, Mr Gary Burg, who retires as Director by rotation pursuant to Rule 6.4 of the Constitution and, being eligible for re-election, be elected as a Director.”

Resolution 4 - Re-election of Andrew Sneddon as a Director

“That, Mr Andrew Sneddon, who retires as Director by rotation pursuant to Rule 6.4 of the Constitution and, being eligible for re-election, be elected as a Director.”

Resolution 5 – Re-election of Satoshi Wakuya as a Director

“That, Mr Satoshi Wakuya, who was appointed as a Director on 14 December 2016, pursuant to Rule 6.2(c) of the Constitution and being eligible for re-election, is elected as a Director.”

3. Resolution 7 - Adoption of Remuneration Report (non-binding resolution)

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

“That, the Remuneration Report for the year ended 30 June 2017, being part of the Directors’ Report, be adopted.”

Note that the vote on this item is advisory only and does not bind the Directors of the Company.

Voting Exclusion Statement

A vote on this resolution must not be cast (in any capacity) by or on behalf of the following persons:

• 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 this resolution if:

• the person does so as proxy for a person who is entitled to vote on the resolution, in accordance with the directions on the proxy form; or

• the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote on the resolution, and the person chairing the meeting has received express authority to vote undirected proxies as they see fit, even if the resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

4. Resolution 8 - Approval of Termination Benefits

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

• “That, the giving of a benefit to each of the following persons, in connection with any retention or vesting of the Performance Rights issued to those people on the cessation of their employment with the Company or a related body corporate of the Company, be approved for the purpose of section 200E of the Corporations Act:

• Simon Swanson;

• Athol Chiert;

• Christopher Blaxland-Walker;

Resolution 6 – Re-election of Susan Young as a Director

“That, Ms Susan Young, who was appointed as a Director on 14 December 2016, pursuant to Rule 6.2(c) of the Constitution and being eligible for re-election, is elected as a Director.”

• Deborah Lowe;

• Gregory Martin;

• Justin McLaughlin;

• Sarah Cummings; and

• Todd Kardash.”

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Voting Exclusion Statement

A vote on this resolution must not be cast (in any capacity) by or on behalf of the following persons and, if cast, will be disregarded by the Company:

• a) Simon Swanson, Athol Chiert, Christopher BlaxlandWalker, Deborah Lowe, Gregory Martin, Justin McLaughlin, Sarah Cummings and Todd Kardash, and any associates of those persons;

• b) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• c) a Closely Related Party of such a member.

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

• the person does so as proxy for a person who is entitled to vote on the resolution, in accordance with the directions on the proxy form; or

• the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote on the resolution, and the person chairing the meeting has received express authority to vote undirected proxies as they see fit, even if the resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

5. Resolution 9 - Amendment to Company’s Constitution - removing the requirement to publish AGM results in a national newspaper

To consider and, if thought fit, to pass the following resolution as a special resolution:

• “That, Clause 5.7(i) of the Company’s Constitution, as set out below, be deleted”

If a poll has been taken the chairperson of the meeting may close the meeting, provided that the results of any such poll must be declared by notice in appropriate newspapers nominated, at the meeting, by the chairperson of the meeting within 2 Business Days of closure of the meeting.

By order of the Board

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Athol Chiert Company Secretary

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Notice of Meeting and Explanatory Statement

The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

Determination of entitlement to attend and vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all Shares will be taken to be held by the registered holders at 7pm Sydney time on 8 November 2017. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

If you are a Shareholder entitled to attend and vote, you have the right to appoint up to two proxies. If you are entitled to cast two or more votes and two proxies are appointed, you may specify the number or proportion of votes that each may exercise, failing which each may exercise half of the votes. A proxy need not be a Shareholder of the Company.

If you want to appoint one proxy, you can use the form provided. If you want to appoint two proxies, please follow the instructions on the proxy form.

The Company’s Constitution provides that on a show of hands, every person present and entitled to vote has one vote.

If you appoint a proxy who is also a Shareholder or is also a proxy for another Shareholder, your directions may not be effective on a show of hands. Your directions will be effective if a poll is taken on the relevant Resolution.

If you sign and return a proxy form and do not nominate a person to act as your proxy, the Chair will be appointed as your proxy by default.

the Chair, who is able to vote undirected proxies regardless of whether a resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

How the Chair will vote undirected proxies

The Chair intends to vote any undirected proxy in favour of all resolutions.

The Chair intends to vote all undirected proxies in favour of all resolutions including Resolutions 7 (Adoption of Remuneration Report) and 8 (Approval of termination benefits). You should note that if you appoint the Chair as your proxy, or the Chair is appointed your proxy by default, you will be taken to authorise the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If you wish, you can appoint the Chair as your proxy and direct the Chair to cast your votes contrary to the above stated voting intention or to abstain from voting on a Resolution. Simply mark your voting directions on the proxy form before you return or submit it online.

Where to lodge a proxy

You may lodge a proxy by following the instructions set out on the proxy form accompanying this Notice of Meeting.

To be effective the proxy must be received by Computershare Investor Services Pty Limited ( Computershare ) in accordance with the instructions on the proxy form at the postal or web site address or fax number below or by the Company at its registered office, Level 15, 20 Bond Street, Sydney, NSW 2000, Australia, fax number +61 2 9233 1960, not later than 10.00 am Sydney time on 8 November 2017.

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001

Australia

www.investorvote.com.au

Fax: 1800 783 447 (within Australia) +61 39473 2555 (outside Australia)

Proxy voting by Key Management Personnel

Due to the voting exclusions and requirements referred to in the Notice of Meeting, if you intend to appoint any Director or Key Management Personnel or their Closely Related Parties, other than the Chair, as your proxy, you should direct your proxy how to vote on Resolutions 7 (Adoption of Remuneration Report) and 8 (Approval of Termination Benefits) by marking either “For”, “Against” or “Abstain” on the proxy form for the relevant item of business. If you do not direct such a proxy how to vote on those Resolutions they will not be able to vote an undirected proxy and your vote will not be counted. This does not apply to

Admission to meeting

If you will be attending the Annual General Meeting and you do not appoint a proxy, please bring your proxy form (if you still have one) to the meeting to help speed admission. Your proxy form contains identification details that can be scanned upon entry. If you do not bring your proxy form with you, you will still be able to attend and vote at the Annual General Meeting, but representatives from Computershare will need to verify your identity. You will be able to register from 9.00 am on the day of the meeting.

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If you do not plan to attend the Annual General Meeting, you are encouraged to complete and return a proxy form or lodge a proxy online.

Questions and comments by Shareholders at the meeting

In accordance with the Corporations Act and the Company’s best practice, a reasonable opportunity will be given to Shareholders at the meeting to ask questions about, or to make comments on, the management of the Company, the financial statements, Remuneration Report and any of the items of business.

Similarly, a reasonable opportunity will also be given to Shareholders at the meeting to ask Deloitte Touche Tohmatsu, the Company’s auditors, 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.

Written questions for Deloitte Touche Tohmatsu relevant to the conduct of the audit and content of the Auditor’s Report must be received no later than 5.00 pm Sydney time on Friday 3 November 2017 at Computershare (at the address or fax number for lodgement of the proxies). Alternatively, the questions may be sent to the Company Secretary, ClearView Wealth Limited, Level 15, 20 Bond Street, Sydney NSW 2000 and received no later than 5.00 pm Sydney time on Friday 3 November 2017. A list of questions to the auditor will be available at the meeting.

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Explanatory statement to the notice of Annual General Meeting

Financial statements

The Company’s 2017 Annual Report (which includes the Financial Report, the Directors’ Report and the Auditor’s Report, together called the “ Reports ”) will be presented to the meeting. Shareholders can access a copy of the Annual Report on the Company’s web site at: www.clearview.com.au under the About ClearView/Shareholders tab. As permitted by the Corporations Act, a printed copy of the Company’s 2017 Annual Report has been sent only to those Shareholders who have elected to receive a printed copy.

During this item, Shareholders will be given a reasonable opportunity to ask questions about, and make comments on, the Reports and the Company’s management, businesses, operations, financial performance and prospects. There is no formal resolution to be voted on in relation to this item of business.

RESOLUTION 1: RE-ELECTION OF BRUCE EDWARDS AS A DIRECTOR

Pursuant to Rule 6.4 of the Constitution, a Director must retire from office (and is eligible to seek re-election) by no later than the third Annual General Meeting following his or her appointment or election or 3 years, whichever is longer. The provisions of Rule 6.4 do not apply to the Managing Director.

Bruce Edwards was appointed to the Board on 22 October 2012 and was the Chairman of the ClearView Board Audit Committee, the Board Risk and Compliance Committee and the Nomination and Remuneration Committee, up until his appointment as Chairman of the Board on 18 May 2016. Bruce remains a member of the Board Audit Committee, the Board Risk and Compliance Committee and the Nomination and Remuneration Committee. Bruce was last re-elected at the Company’s AGM held on 6 November 2014.

Bruce is a qualified actuary with over 25 years in actuarial consulting, including five years as Managing Director of KPMG Actuaries. In recent years, Bruce has held directorships with a number of life and general insurance companies and superannuation fund trustees, and has acted as Chairman for three life insurance distribution companies. Bruce is a director of Munich Re in Australia (a life and general reinsurance business and a direct general insurance company). Bruce also lectures in

actuarial studies at Macquarie University and is a Past President and active member of the Rotary Club of Sydney.

RESOLUTION 2: RE-ELECTION OF DAVID BROWN AS A DIRECTOR

Pursuant to Rule 6.4 of the Constitution, a Director must retire from office (and is eligible to seek re-election) by no later than the third Annual General Meeting following his or her appointment or election or 3 years, whichever is longer. The provisions of Rule 6.4 do not apply to the Managing Director.

David Brown was appointed to the Board on 22 October 2012 and currently serves as a member of the Board Audit Committee and the Board Risk and Compliance Committee. David was last re-elected at the Company’s AGM held on 6 November 2014.

David has significant experience in investment management and asset allocation of superannuation and insurance funds. He is the Chief Investment Officer for National Superannuation Fund Ltd in Papua New Guinea and a director of the PNG Institute of Directors, the former Head of Private Markets for Victorian Funds Management Corporation and former Senior Funds Manager for Queensland Investment Corporation. David is a former director of LifeHealthcare Pty Limited and a former Chairman of the Australian Private Equity and Venture Capital Association Limited.

RESOLUTION 3: RE-ELECTION OF GARY BURG AS A DIRECTOR

Pursuant to Rule 6.4 of the Constitution, a Director must retire from office (and is eligible to seek re-election) by no later than the third Annual General Meeting following his or her appointment or election or 3 years, whichever is longer. The provisions of Rule 6.4 do not apply to the Managing Director.

Gary Burg was appointed to the Board on 22 October 2012, and currently serves as a member of the Board Audit Committee, the Board Risk and Compliance Committee and the Nomination and Remuneration Committee. Gary was last re-elected at the Company’s AGM held on 6 November 2014.

Gary has significant experience in building life insurance businesses in South Africa and in Australia. Gary is Chairman of UCW Limited, an ASX listed company and is also a director of Alinta Energy Limited and Global Capital Holdings (Australia) Pty Limited, a company which manages principal investments on behalf of various investors. He is a former director of, and investor in, 3Q Holdings Limited and South African listed Capital Alliance Holdings Limited (which owned Capital Alliance Life Limited and Capital Alliance Bank Limited). Gary is also a former director and investor in a number of Australian based financial services businesses, including PrefSure Life Limited and Insurance Line Holdings Pty Limited.

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RESOLUTION 4: RE-ELECTION OF ANDREW SNEDDON AS A DIRECTOR

Pursuant to Rule 6.4 of the Constitution, a Director must retire from office (and is eligible to seek re-election) by no later than the third Annual General Meeting following his or her appointment or election or 3 years, whichever is longer. The provisions of Rule 6.4 do not apply to the Managing Director.

Andrew Sneddon was appointed as Alternate Director from 26 March 2013 until his appointment as Director on 3 December 2013. Andrew served as Chairman of the Board Risk and Compliance Committee and the Nomination and Remuneration Committee between 18 May 2016 and 30 June 2017, and the Chairman of the Board Audit Committee between 18 May 2016 and 25 August 2017. He remains a member of each of the Board Commitees. Andrew was last re-elected at the Company’s AGM held on 6 November 2014.

Andrew was a Partner with PricewaterhouseCoopers for 18 years before retiring in 2008. He has worked across a broad range of industries and has extensive experience in mergers and acquisitions, business and strategic planning, audit, valuation and capital raising, with particular focus on fast growth and emerging technology companies. Andrew is the Chairman of TGR BioSciences Pty Limited and Elastagen Pty Limited and the former Chairman of Traditional Therapy Clinics Limited, Fusion Payments Limited and ServiceRocket Inc. Andrew is the Australian representative Director of ServiceRocket International Pty Limited. Andrew is also a Non-executive Director of Innate Immunotherapeutics Limited.

RESOLUTION 5: RE-ELECTION OF SATOSHI WAKUYA AS A DIRECTOR

Under Rule 6.2(c) of the Constitution, the Directors may appoint any person to be a Director. Any Director, except a Managing Director, appointed under Rule 6.2(c) holds office only until the end of the next following Annual General Meeting and is then eligible for re-election at that meeting.

Satoshi Wakuya was appointed as a Director on 14 December 2016.

Satoshi is the General Manager, Head of Business Development Division for Sony Life. Satoshi has over 10 years’ experience in the life insurance industry in Japan and has held a number of senior management positions within Sony Life’s ultimate parent company, Sony Corporation. Prior to joining Sony, Satoshi held roles within the Japanese Ministry of Foreign Affairs and Sumitomo Mitsui Banking Corporation in which he engaged in Japan’s governmental loan aid and forex operations that developed his financial business background.

RESOLUTION 6: RE-ELECTION OF SUSAN YOUNG AS A DIRECTOR

Under Rule 6.2(c) of the Constitution, the Directors may appoint any person to be a Director. Any Director, except a Managing Director, appointed under Rule 6.2(c) holds office only until the end of the next following Annual General Meeting and is then eligible for re-election at that meeting.

Susan Young was appointed as a Director on 14 December 2016. Susan was appointed Chair of the Nomination and Remuneration Committee and Board Risk and Compliance Committee on 1 July 2017, and Chair of the Board Audit Committee on 25 August 2017. Susan has served as a Non-executive Director on ClearView’s superannuation trustee board over the last 6 years, including holding the position as its Chairperson between 1 July 2014 and 14 December 2016.

Susan has over 30 years’ experience in senior executive roles internationally, with 15 years of experience in investment banking, followed by senior management roles in the corporate and professional services sector. She retired as a Partner of Spencer Stuart, and previously held operational management roles as both a divisional CFO and Joint Venture CEO/President for a Lend Lease Group company. Susan currently serves on the board of the Westmead Institute for Medical Research and is Governor of WWF Australia.

Recommendation

The Directors (other than the Directors standing for re-election) unanimously recommend that Shareholders vote in favour of Resolution 1, 2, 3, 4, 5, 6.

RESOLUTION 7: ADOPTION OF REMUNERATION REPORT

Directors of listed companies, such as the Company, are required to provide detailed disclosures of director and senior executive remuneration in their directors’ reports. These disclosures are set out in the Remuneration Report (which forms part of the Directors’ Report) on pages 48 to 64 of the Company’s 2017 Annual Report. As mentioned above, Shareholders can access a copy of the Annual Report on the Company’s web site. Printed copies of the Annual Report have been sent to those Shareholders who elected to receive a copy in this form and the Annual Report will be presented to the Annual General Meeting.

The Remuneration Report includes:

• discussion of the Board’s policy in relation to the nature and level of remuneration of the Directors, Managing Director and Key Management Personnel of the Company;

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• discussion of the relationship between the Board’s remuneration policy and the Company’s performance over the five financial years up to and including the year ended 30 June 2017;

• information about performance hurdles applicable to the short term and long term incentive components of the remuneration of the Managing Director and Key Management Personnel;

• details of the remuneration provided to the Non-executive Directors and Key Management Personnel for the year ended 30 June 2017; and

• details of the new Long Term Incentive Plan for members of the senior management team.

There will be a reasonable opportunity for Shareholders at the meeting to comment on, and ask questions about, the Remuneration Report.

The resolution to adopt the Remuneration Report has been put to Shareholders in accordance with section 250R(2) of the Corporations Act. The vote on Resolution 7 is advisory only and will not bind the Directors or the Company, however the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

RESOLUTION 8: APPROVAL OF TERMINATION BENEFITS

The Company is seeking shareholder approval at the AGM for the payment of a termination benefit to each of the following persons in relation to the Performance Rights granted to those persons by the Company prior to the AGM:

• Simon Swanson;

• Athol Chiert;

• Christopher Blaxland-Walker;

• Deborah Lowe;

• Gregory Martin;

• Justin McLaughlin;

• Sarah Cummings; and

Why is approval being sought?

Under section 200B of the Corporations Act, a company may only give a person a “benefit” in connection with their ceasing to hold a managerial or executive office in the company ( Termination Benefit ) if it is approved by Shareholders under section 200E of the Corporations Act (or an exemption applies). The term “benefit” may include the vesting of Performance Rights in connection with a participant in the SMT LTIP ceasing to be employed by the Company (or a related body corporate of the Company).

The SMT LTIP rules give the Board of the Company discretion to:

• waive the vesting conditions that apply to a participant’s Performance Rights, including in circumstances where the participant ceases to be an employee of ClearView Group; and

• to waive the requirement that a participant’s unvested Performance Rights be forfeited if they cease to be an employee of ClearView Group.

While the Board has not determined whether it will exercise the discretions described above in circumstances where a Participant ceases to be employed by ClearView Group, the Board acknowledges that it may seek to exercise those discretions in favour of the Participants and that exercise may constitute a Termination Benefit. As such, the Company seeks Shareholder approval for the retention and vesting of the Performance Rights held by the Participants, as set out below, in connection with the cessation of their employment with ClearView Group.

Details of the Termination Benefit

The table below sets out the number of Performance Rights issued to each SMT LTIP participant.

Participant	Number of Performance Rights
Simon Swanson	1,142,857
Athol Chiert	357,143
Christopher Blaxland-Walker	285,714
Deborah Lowe	114,286
Gregory Martin	428,571
Justin McLaughlin	250,000
Sarah Cummings	71,429
Todd Kardash	285,714

• Todd Kardash,

(the Participants ).

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Each vested Performance Right entitles its holder to one ordinary share in the issued capital of ClearView. Performance Rights vest if the Company meets certain performance thresholds and if the relevant participant remains employed by ClearView Group for the duration of the 2-year vesting period. If the performance thresholds are not met, or the participant ceases to be employed before the end of the 2-year vesting period, the unvested Performance Rights lapse or are forfeited (subject to limited exceptions).

Each Participant was granted an SMT LTI with a specific dollar value determined by the Participant’s remuneration package, which equates to the number of Performance Rights set out above based on the market value of ClearView shares as at the date of determination (being approximately $1.40 per ClearView share). The actual value of the Performance Rights held by the Participants will be determined by the market value of ClearView shares traded on the ASX at the time of exercise of the relevant Performance Rights, and is accordingly subject to change.

Details of discretionary vesting and provisions relating to cessation of employment

Under the SMT LTIP rules, the Board has discretion to waive any vesting conditions and/or exercise conditions that apply to a participant’s Performance Rights by giving notice to that participant in writing (subject to compliance with the Corporations Act, the Listing Rules and any other applicable laws and regulations).

Performance Rights are forfeited by participants in certain circumstances specified by the SMT LTIP rules, including if a participant ceases to be employed by ClearView Group. If a participant ceases to be an employee due to death or permanent incapacitation, their unvested Performance Rights remain unvested but continue to be held by the participant subject to any applicable vesting conditions. If the participant ceases to be employed in any other circumstances, they retain all vested Performance Rights but forfeit any unvested Performance Rights they hold, subject to the Board’s discretion to allow the participant to retain unvested Performance Rights.

Taken together, the provisions of the SMT LTIP give the Board discretion to permit a participant to keep their unvested Performance Rights on cessation of employment, and to have those Performance Rights vest notwithstanding any outstanding performance or exercise hurdles.

At present, the Board has not determined whether it will waive the vesting conditions and/or exercise conditions relating to the Participants’ Performance Rights or whether the Participants will

be permitted to retain their unvested Performance Rights on cessation of employment with the ClearView Group. However, the Board may desire to exercise its discretion in favour of a Participant on cessation of their employment having regard to the circumstances of such cessation. Shareholder approval is sought under section 200E of the Corporations Act in order to give the Board flexibility to determine that a Termination Benefit should be given to the Participants in accordance with the Board’s discretion under the SMT LTIP rule.

Other matters

Certain of the Participants are currently employed by ClearView Administration Services Pty Limited. In addition to being put to the Shareholders at the AGM, this resolution will be put to the sole member of ClearView Administration Services Pty Limited for approval in respect of those Participants. For the purpose of section 200E of the Corporations Act, the giving of the Benefit to employees of ClearView Administration Services Pty Limited is only effective if approved at a general meeting of each of ClearView and ClearView Administration Services Pty Limited.

Recommendation

The Directors (other than Mr Swanson, who abstains from making a recommendation due to his interest in the Resolution) unanimously recommend that Shareholders vote in favour of Resolution 8.

The Chairman of the meeting intends to vote any undirected proxies in favour of the resolutions in Resolution 8.

RESOLUTION 9: AMENDMENT OF CONSTITUTION – REMOVE REQUIREMENTS TO PUBLISH AGM RESULTS IN A NATIONAL NEWSPAPER

The requirement to publish in a nominated newspaper the results of a poll taken at the meeting under Clause 5.7(i) of the Company’s Constitution is redundant as the Company is required by ASX Listing Rule 3.13.2 to tell the ASX the outcome in respect of each resolution to be put at the meeting of members, immediately after the meeting has been held. Section 251AA of the Corporations Act 2001 (Cth) requires the entity to record in the minutes of members’ meeting, in respect of each resolution in the notice of meeting, the total number of proxy votes and the total number of votes cast on the poll.

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 9.

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Defined Terms

In this Explanatory Statement, unless the context otherwise requires:

Annual General Meeting or AGM means the general meeting to be held at ClearView Wealth Limited, Level 15, 20 Bond Street, Sydney NSW 2000 on Friday, 10 November 2017 at 10.00am.

Notice of Meeting or Notice means the notice of meeting for the Annual General Meeting which accompanies this Explanatory Statement.

Performance Rights means a performance right granted to a participant in the SMT LTIP and on the terms set out in the SMT LTIP rules and the individual participant’s invitation letter.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Shares.

ASX means ASX Limited or the securities market which it operates, as the case may be.

Board or Board of Directors means the board of Directors of the Company.

SMT LTI means senior management team long term incentive. SMT LTIP means the SMT LTI plan approved by the Board on 21 June 2017 and described in the Company’s 2017 Annual Report.

ClearView means ClearView Wealth Limited ACN 106 248 248.

ClearView Group means ClearView and its related bodies corporate (as that term is defined in the Corporations Act) together.

Closely Related Party means, as defined in the Corporations Act, a closely related party of a member of the Key Management Personnel being:

• (a) a spouse or child of the member; or

• (b) a child of the member’s spouse; or

• (c) a dependant of the member or of the member’s spouse; or

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations.

Company means ClearView Wealth Limited ACN 106 248 248.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Constitution means the constitution of the Company.

Director means a director of the Company.

Explanatory Statement means this explanatory statement, which accompanies the Notice of Meeting.

Financial Statements means the financial statements of the Company for the year ended 30 June 2017.

Key Management Personnel are those people described as Key Management Personnel in the Company’s remuneration report and includes all directors.

Listing Rule means a listing rule of the ASX.

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ClearView Wealth Limited

ABN 83 106 248 248

Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

CVW

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Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

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For all enquiries call:

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Proxy Form - 2017 Annual General Meeting ("Meeting")

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Vote and view the Annual Report online

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• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 10:00am (Sydney Time) Wednesday, 8 November 2017

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for ClearView, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of ClearView Wealth Limited hereby appoint

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the Chairman of the Meeting

 PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of ClearView Wealth Limited to be held at the office of ClearView Wealth Limited, Level 15, 20 Bond Street, Sydney NSW 2000, Friday, 10 November 2017 at 10.00am (Sydney time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions.

The Chair intends to vote all undirected proxies in favour of all resolutions including Resolutions 7 & 8. You should note that if you appoint the Chair as your proxy, or the Chair is appointed as your proxy by default, you will be taken to authorise the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chairman.

If you wish, you can appoint the Chair as your proxy and direct the Chair to cast your votes contrary to the above stated voting intention or to abstain from voting on a Resolution. Simply mark your voting directions on the proxy form before you return it.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Again	st Abstain
Resolution	1	Re-election of Bruce Edwards as a Director
Resolution	2	Re-election of David Brown as a Director
Resolution	3	Re-election of Gary Burg as a Director
Resolution	4	Re-election of Andrew Sneddon as a Director
Resolution	5	Re-election of Satoshi Wakuya as a Director
Resolution	6	Re-election of Susan Young as a Director
Resolution	7	Adoption of Remuneration Report
Resolution	8	Approval of Termination Benefits
Resolution	9	Amendment to Company’s Constitution

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date

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C VW

2 2 7 7 4 8 A