CLEARVIEW WEALTH LIMITED — AGM Information 2019

Oct 10, 2019

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Notice of 2019 Annual General Meeting

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

Date: Thursday 14 November 2019 Time: 9.00am (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 2019.

2. Resolution 1 - 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 2019, being part of the Directors’ Report, be adopted.”

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

Voting Exclusion Statement

A vote on Resolution 1 must not be cast, and the Company will disregard any votes cast on Resolution 1, by or on behalf of a member of the Key Management Personnel, whose remuneration details are included in the Remuneration Report and their Closely Related Parties, in any capacity (including as a proxy), unless the vote is cast as proxy for a person entitled to vote on Resolution 1:

• in accordance with the directions on the Proxy Form; or

• by the chair of the meeting where the proxy appointment expressly authorised the chair to exercise an undirected proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Re-election of Directors

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

Resolution 2 - Re-election of Bruce Edwards as a Director

4. Resolution 3 - 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 purposes of sections 200B and 200E of the Corporations Act and for all other purposes:

• Simon Swanson;

• Athol Chiert;

• Christopher Blaxland-Walker;

• Deborah Lowe;

• Gregory Martin;

• Justin McLaughlin; and

• Todd Kardash,

(each a “Participant” and together the “Participants”).”

Voting Exclusion Statement

A vote on Resolution 3 must not be cast (in any capacity) by or on behalf of any Participant and any of their associates and, if cast, will be disregarded by the Company. However, a person is entitled to cast a vote if:

• it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution; and

• it is not cast on behalf of a Participant or an associate of Participant.

Further, a vote must not be cast on Resolution 3 by a member of the Key Management Personnel or a Closely Related Party of such a member acting as proxy for a person entitled to vote, unless:

• the proxy appointment specifies the way the proxy is to vote on Resolution 3; or

• the person chairing the meeting is appointed as proxy, and the proxy expressly authorises the person chairing the meeting to exercise the undirected proxy even if the resolution is connected directly or indirectly with remuneration of Key Management Personnel.

“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.”

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5. Resolution 4 - Selective Buy-Back of unvested ESP shares

To consider and, if thought appropriate, pass the following Resolution as a special resolution:

“That the Proposed Buy-Back and the terms of the BuyBack Agreement, as detailed in the Explanatory Statement, be approved for the purposes of section 257D of the Corporations Act and for all other purposes.”

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of any Shareholder who participates in the Proposed Buy-Back or their associates.

However, the Company need not disregard the vote if:

• it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions of the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

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 7 pm Sydney time on Tuesday 12 November 2019. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

If a Share is held jointly, only one joint holder may vote. If more than one joint shareholder votes, only the vote of the first person named on the register counts.

Voting exclusion statements

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaking the voting exclusions that apply under the Corporations Act.

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 and can be an individual or body corporate.

If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

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 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 of the meeting will be appointed as your proxy by default.

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 of the meeting, as your proxy, you should direct your proxy how to vote on Resolution 1 (Adoption of Remuneration Report), Resolution 3 (Approval of termination benefits) and Resolution 4 (Proposed Buy Back) 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 the chair of the meeting, who is able to vote undirected proxies regardless of whether a resolution is connected directly or indirectly with the remuneration of Key Management Personnel if has been expressly authorised to do so.

How the chair will vote undirected proxies

The chair intends to vote any undirected proxy in favour of all Resolutions

The chair of the meeting intends to vote all undirected proxies in favour of all Resolutions including Resolution 1 (Adoption of Remuneration Report), Resolution 3 (Approval of termination benefits), and Resolution 4 (Proposed Buy Back). 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. In exceptional circumstances, the chair of the meeting may change the voting intention in the which case an ASX announcement will be made.

If you wish, you can appoint the person chairing the meeting as your proxy and direct that person 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.

If such evidence is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as proxy.

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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 website 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 9.00 am Sydney time on Tuesday 12 November 2019.

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

www.investorvote.com.au Fax (within Australia): 1800 783 447 Fax (outside Australia): +61 3 9473 2555

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.

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 Thursday, 7 November 2019 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 Thursday 7 November 2019. A list of questions to the auditor will be available at the meeting.

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.

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Explanatory statement to the notice of Annual General Meeting

Financial statements

The Company’s 2019 Annual Report (which includes the Financial Statements, 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 website at: www.clearview.com.au under the About ClearView/Financial Reports tab. As permitted by the Corporations Act, a printed copy of the Company’s 2019 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: 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 50 to 67 of the Company’s 2019 Annual Report. As mentioned above, Shareholders can access a copy of the Annual Report on the Company’s website. 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;

• 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 2019;

• 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 2019; and

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 1 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.

Shareholders should also note that, if 25% or more of the votes cast are against Resolution 1, the first part of the Board spill provisions contained in the Corporations Act (“two strikes rule”) will be triggered. While this would not impact on the current year’s meeting, if at next year’s annual general meeting, more than 25% of the votes cast are against that year’s remuneration report, then a resolution must be put to Shareholders to vote on whether to hold another meeting within 90 days of the annual general meeting at which all of the Directors (other than the Managing Director) must stand for re-election.

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

RESOLUTION 2: RE-ELECTION OF BRUCE EDWARDS AS A DIRECTOR

Pursuant to Rule 6.4 of the Constitution and the Listing Rules, 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 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 Australia (a life and general reinsurance company). Bruce also lectures in actuarial studies at Macquarie University and is a past President and active member of the Rotary Club of Sydney.

Bruce 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.

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

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Recommendation

The Directors (other than Bruce Edwards who is standing for reelection) unanimously recommend that Shareholders vote in favour of Resolution 2.

RESOLUTION 3: 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; and

• Todd Kardash,

(each a “Participant” and together the “Participants”).

Details of the Termination Benefit

From 2017, the Board has adopted an LTI structure delivered via a grant of Performance Rights to achieve the key objectives. The LTI structure was approved by the Board, on recommendation of the Remuneration Committee, on 21 June 2017 and awards under the LTIP structure were made in FY18 and FY19.

At the 2017 and 2018 ClearView AGMs, Shareholders approved a termination benefit being paid to SMT LTIP Participants for the number of Performance Rights allocated to them. No termination benefit was paid in FY18 or FY19 in relation to the SMT LTIP.

The Board has approved the issue of and Performance Rights have been granted to the below SMT LTIP Participants for FY20:

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Participant FY20 issue
Simon Swanson 897,868
Athol Chiert 280,584
Christopher Blaxland-Walker 224,467
Deborah Lowe 196,408
Gregory Martin 336,700
Justin McLaughlin 196,408
Todd Kardash 224,467
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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 the ClearView Group on 30 June 2022. If the performance thresholds are not met, or the participant ceases to be employed before the end of the 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. This dollar value is converted into the set number of Performance Rights for the FY20 issue based on 90% of the Embedded Value per share of $0.99 at 30 June 2019. Given the substantial discount that the share price is trading to the Embedded Value calculations at 30 June 2019, the Board considered it more appropriate to use this for the allocation of shares for the FY20 issue. The actual value of the Performance Rights held by the Participants will be determined by the market value of Shares traded on the ASX at the time of exercise of the relevant Performance Rights, and is accordingly subject to change.

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 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 the 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 the ClearView Group.

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).

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Performance Rights are forfeited by participants in certain circumstances specified by the SMT LTIP rules, including if a participant ceases to be employed by the 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 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 Termination 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.

RESOLUTION 4: SELECTIVE BUY-BACK OF UNVESTED ESP SHARES

In accordance with the ESP, the Company is proposing to conduct a selective buy back from certain Contractor Participants (as defined below) who were issued Shares under the ESP subject to certain vesting conditions or performance conditions which have not been satisfied within the time specified in the Invitation or have become incapable of being satisfied (“Eligible Contractors”).

As set out above, the Company extended the ESP to financial advisers in November 2011. The financial advisers are “Contractor Participants” for the purposes of the ESP. The Eligible Contractors were issued with Shares under the ESP from 26 November 2014 to 27 April 2016. These Shares were issued subject to vesting conditions or performance conditions set out in the Invitation that have not been satisfied within the time specified in the Invitation or have become incapable of being satisfied (“Unvested Shares”). Each Eligible Contractor was also provided with financial assistance in accordance with the ESP Rules and individual loan terms to acquire the Unvested Shares. Under the ESP Rules the Company is entitled to buy back the Unvested Shares in relation to the financial assistance. The Board is proposing to exercise the right to buy back the Unvested Shares to satisfy the financial assistance in accordance with the ESP Rules.

The Company is seeking approval from Shareholders as a special resolution (with no votes being cast in favour by the Eligible Contractors) pursuant to section 257D of the Corporations Act to carry out the buy back as a selective buy back. As the Unvested Shares are held by Contractors, the Company is proposing to buy back the shares in accordance with section 257D of the Corporations Act (rather than under the employee share scheme buy back regime). The number of Unvested Shares will be no more than 10% of the smallest number of Shares, at any time during the last 12 months, of votes attaching to the voting shares, of the Company.

In accordance with the ESP Rules, the price of the transfer for all of the Eligible Contractor’s shares will be the lower of the original price and the total amount owing in relation to the financial assistance (including accrued interest). The buy-back will be under the terms of the Buy Back Agreement which are summarised below.

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 3. The chair of the meeting intends to vote any undirected proxies in favour of Resolution 3.

Reasons for carrying out the Proposed Buy Back

The Unvested Shares are held by Eligible Contractors who have forfeited the shares, not satisfied the vesting conditions (or are incapable of satisfying the vesting conditions) under the terms of the individual Invitation. The ESP provides that Unvested Shares can be bought back and cancelled, and the Board has

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determined that this is the most appropriate mechanism to use. The Company considers that it is in the interests of the Company and all Shareholders that the Unvested Shares be bought back and cancelled by the Company. The Buy Back Agreement the Company will use pursuant to the ESP rules will effect the buy back of the Unvested Shares on these terms.

Key terms of Buy Back Agreement

The Buy Back Agreement will be consistent with the terms of the ESP, which the Company will use to effect the buy back of the Unvested Shares.

Selective buy back requirements of the Corporations Act

Section 257A of the Corporations Act provides that a company may buy back its own shares if:

• the buy back does not materially prejudice the Company’s ability to pay its creditors; and

• the Company follows the procedures set out in Division 2 of Chapter 2J.1 of the Corporations Act.

The procedures required differ for each type of buy back. As set out above, the Proposed Buy Back is classified as a selective buy back because it is only being made to certain Shareholders.

Pursuant to section 257D(2) of the Corporations Act, the Company must include with the Notice a statement setting out all information known to the Company that is material to the decision on how to vote on the Resolution. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to Shareholders.

Section 257H(3) of the Corporations Act provides that immediately after the registration of the transfer to a company of shares bought back, the shares are cancelled.

Details of the Proposed Buy Back

ASIC Regulatory Guide 110 sets out what ASIC expects a company to provide when disclosing such information to shareholders with a notice of meeting. This information is set out below:

• The reasons for the Proposed Buy Back is as set out above, and to give effect to the ESP, specifically, to buy back and cancel the Shares if the vesting conditions or the performance conditions are not met.

• No Director is eligible to participate in the Proposed Buy Back.

• The Buy Back will not have a material effect on the financial position of the Company.

• The Company does not require funds to effect the Proposed Buy Back because the consideration will be the satisfaction of loans owed to the Company by the Eligible Contractors.

• The key advantage of carrying out the Proposed Buy Back is that it gives intention to the terms on which the Company issued the Unvested Shares which was approved by Shareholders by way of the approval of the ESP Rules in 2018.

• The Company does not consider that there are any disadvantages associated with buying back the Unvested Shares.

• The Proposed Buy Back is not expected to have an effect on the control of the Company.

• The Unvested Shares are held by certain Contractor Participants who have been issued Shares and not met the vesting conditions for all of the Shares under the Invitation. These Eligible Contractors will be identified immediately prior to the Notice being sent to Shareholders.

• The Shares were trading at $0.66 on 3 October 2019 being the trading day immediately prior to the date on which this Notice was finalised for printing.

Recommendation

For the reasons set out in this Explanatory Statement, the Directors unanimously recommend that the Shareholders vote in favour of the Proposed Buy Back.

No Director may participate in the Proposed Buy Back, and no Director will receive any payment or benefit of any kind as a consequence of the Proposed Buy Back.

• The Company currently has 676,459,118 Shares on issue at the date of this Notice.

• The number of Unvested Shares to be bought back is 365,504 which represents approximately 0.05% of the total Shares on issue at the date of this Notice.

• The terms of the Buy Back Agreement are set out above.

• The offer price is the lower of the original acquisition price for the individual parcel of Unvested Shares or the amount owing by the Eligible Contractor under its loan with the Company.

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Glossary - 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 Thursday 14 November 2019 at 9.00am.

Annual Report means the annual report of the Company prepared for the year ended 30 June 2019.

ASX means ASX Limited (ACN 008 624 691) or the securities market which it operates, as the case may be.

Auditor means Deloitte Touche Tohmatsu.

Auditor’s Report means the report prepared by the Auditor in relation to the Financial Statements.

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

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;

• (b) a child of the member’s spouse;

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

(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;

• (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.

the Company dated 5 December 2006 approved by Shareholders on 29 January 2007, 7 October 2009, 26 November 2012, 11 November 2015 and most recently approved by Shareholders on 20 November 2018.

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 2019.

Invitation has the meaning given to that term in the ESP Rules.

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.

Managing Director means Simon Swanson.

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

Offer has the meaning given to that term in the ESP Rules.

Participants means each of Simon Swanson, Athol Chiert, Christopher Blaxland-Walker, Deborah Lowe, Gregory Martin, Justin McLaughlin and Todd Kardash and Participant means any one of them.

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.

Proposed Buy Back means the selective buy-back of unvested ESP Shares.

Remuneration Report means the remuneration report of the year ended 30 June 2019.

Resolutions means a resolution set out in the Notice and Resolution means any one of them.

Reports means the Financial Statements, Directors’ Reports and Auditor’s Report.

Senior Management Team or SMT means the senior management team of the ClearView Group from time to time.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Shares.

Director means a director of the Company.

Directors’ Report means the report of the Directors for the year ended 30 June 2019.

Eligible Employee has the meaning given to that term in the ESP Rules.

ESP Rules means the executive share plan rules a summary of which is included in this Notice.

Executive Share Plan or ESP means the executive share plan of

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, 2018 and 2019 annual reports.

Termination Benefit means a benefit given in connection with a person’s retirement from an office or position.

VWAP means the volume weighted average price.

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ClearView Wealth Limited

ABN 83 106 248 248

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

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YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 9:00am (AEDT) Tuesday, 12 November 2019.

Proxy Form

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Lodge your Proxy Form:

XX

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Online:

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.

Use your computer or smartphone to appoint your proxy and vote at www.investorvote.com.au or scan your personalised QR code below using your smartphone.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

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.

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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

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

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.

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I 9999999999

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Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of ClearView Wealth Limited hereby appoint the Chair of OR the Meeting

XX

PLEASE NOTE: Leave this box blank if you have selected the Chair 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 Chair 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 ClearView Wealth Limited, Level 15, 20 Bond Street, Sydney NSW 2000 on Thursday 14 November 2019 at 9:00am and at any adjournment or postponement of that meeting.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Items 1 and 3 (except where I/we have indicated a different voting intention in step 2) even though Items 1 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.

Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Items 1 and 3 by marking the appropriate box in step 2.

Step 2 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 Against Abstain

Resolution	1	Adoption of Remuneration Report (non-binding resolution)
Resolution	2	Re-election of Bruce Edwards as a Director
Resolution	3	Approval of Termination Benefits
Resolution	4	Selective Buy-Back of unvested ESP shares

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

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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