CLEARVIEW WEALTH LIMITED

Market release

8 October 2025

ClearView 2025 Notice of Annual General Meeting

ClearView Wealth Limited ( ASX: CVW, ‘ClearView’ ), in accordance with the ASX Listing Rules, attaches its 2025 Notice of Annual General Meeting ( AGM ), together with meeting documents and proxy form sample.

ClearView shareholders are advised that the meeting is being held in a hybrid format and all important information and guidance for shareholders joining this year’s hybrid AGM is included in the Notice of Meeting.

ENDS

For further information, please contact:

Investor inquiries Company Secretariat Trevor Franz [email protected] Managing Director, Lancaster Grove Capital Media inquiries [email protected] [email protected]

Approval of Announcement

The Continuous Disclosure Committee of ClearView has authorised the release of this announcement to the market.

About ClearView

Established in 2010, ClearView is an ASX-listed life insurance business that partners with financial advisers to help Australians protect their wealth. As at 30 June 2025, ClearView manages over $400 million in in-force premiums and has relationships with over 1,000 Australian Financial Services Licensees, representing over 5,000 financial advisers.

For more information, visit clearview.com.au .

ClearView Wealth Limited ABN 83 106 248 248

ASX Code: CVW

clearview.com.au

ClearView Wealth Limited

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ClearView

Notice of 2025 Annual General Meeting

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

Date: Thursday, 6 November 2025 Time: 10.00am (Sydney time) Venue The Meeting will be held as a hybrid meeting online and in person at: 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 clearview.com.au

Notice of Meeting

The 2025 Annual General Meeting of ClearView Wealth Limited ( ) will be held in person and online as a hybrid meeting on Thursday, 6 November 2025. The Meeting will commence at 10.00am (Sydney time), with online registration commencing at 9.30am (Sydney time).

The Meeting will be held as a hybrid meeting. Shareholders and duly appointed proxies, attorneys and corporate representatives of Shareholders can attend, participate in and vote at the Meeting in person at ClearView Wealth Limited, Level 15, 20 Bond Street, Sydney NSW 2000 or through the AGM online platform (details of which are set out below). Shareholders (and duly appointed proxies, attorneys and corporate representatives of Shareholders) who participate in the Meeting through the AGM online platform will be able to listen to the Meeting and cast a vote and ask questions online in real time (for those entitled to do so).

Attending the meeting online

If you choose to participate online on the day of the Meeting, you will be able to view a live webcast of the Meeting, ask the Directors questions online and submit your vote in real time (for those entitled to do so).

To participate online, you will need to visit https://meetnow.global/M4AN79S on your smartphone, tablet or computer.

To make the registration process more efficient, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their login details. To participate in the meeting online, follow the instructions below.

Click on ‘Join Meeting Now’.
Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the meeting to obtain their login details.
Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder, select the country of your registered holding from the dropdown list.
Accept the Terms and Conditions and ‘Click Continue’.

You can view the meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting is in progress.

You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Online voting registration will commence 30 minutes prior to the start of the meeting.

If Shareholders are unable to attend the Meeting, they are encouraged to appoint a proxy to attend and vote on their behalf, in accordance with the instructions contained in this Notice (see the “Proxies” section on pages 8-10 below). If you direct your proxy how to vote, your votes will be cast at the Meeting in accordance with your directions (subject to the voting exclusions set out in this Notice).

Questions

Shareholders have the opportunity to submit their questions in advance of the Meeting. You are encouraged to direct questions to the Chair or Auditor by email at [email protected] or via post (as described in this Notice of Meeting) so that they are received by no later than 5.00pm (Sydney time) on Thursday, 30[th] October 2025. Please use the email subject “2025 AGM Question.” Questions may also be asked during the Meeting via the online platform or in person.

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

Financial Report, Directors’ Report and Auditor’s Report

To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2025.

Note that no resolution is required for this item of business.

Resolution 1: Adoption of Remuneration Report (non-binding resolution)

To consider and, if thought fit, pass the following advisory, non-binding Resolution (in accordance with section 250R(3) of the Corporations Act) as an ordinary resolution:

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2025, 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

In accordance with the Corporations Act, 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/or any Closely Related Party of such a member of Key Management Personnel, in any capacity (including as a proxy); or
by any person who is a member of Key Management Personnel as at the time Resolution 1 is voted on at the Meeting, or a Closely Related Party of such a member of Key Management Personnel, as a proxy,

unless the vote is cast as proxy for a person otherwise entitled to vote on Resolution 1:

in accordance with the express direction of the appointor; or
by the Chair where the proxy appointment does not specify the way the proxy is to vote on Resolution 1 and expressly authorises the Chair to exercise the proxy in respect of Resolution 1 as the Chair sees fit even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2: Re-election of Gary Burg as a Director

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

“That Mr. Gary Burg, who retires as a Director by rotation pursuant to Rule 6.4(a) of the Constitution and ASX Listing Rule

14.4 and who has consented to stand for re-election (and being eligible for re-election), be re-elected as a Director. ”

Resolution 3: Election of Linda Scott as a Director

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

“That Ms Linda Scott, who retires as a Director pursuant to Rule 6.2(c) of the Constitution and ASX Listing Rule 14.4 and who has consented to stand for election (and being eligible for election), be elected as a Director.”

Resolution 4: Approval for the grant and issue of the FY26 LTVR Performance Rights to a Director – Ms. Nadine Gooderick

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

“ That approval is given under and for the purposes of ASX Listing Rule 10.14, and for all other purposes, for the grant and issue of 1,342,344 Performance Rights to the Managing Director, Ms. Nadine Gooderick, in respect of Ms Gooderick’s FY26 LTVR, under the CWLRP and on the terms and conditions described in the Explanatory Statement to the Notice of Meeting. ”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Ms. Gooderick or any Associate of Ms. Gooderick (regardless of the capacity in which the vote is cast). However, the Company will not disregard a

vote cast in favour of Resolution 4 if:

it is cast by a person as a proxy or attorney for a person who is otherwise entitled to vote on Resolution 4 in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way;
it is cast by the Chair as a proxy or attorney for a person who is entitled to vote on Resolution 4 in accordance with a direction given to the Chair to vote on Resolution 4 as the Chair decides; or
it is cast by a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met:
the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 4; and
the Shareholder votes on Resolution 4 in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

Further, a vote must not be cast (and, if cast, will be disregarded by the Company) on Resolution 4 by a member of the Key Management Personnel as at the time the Resolution is voted on at the Meeting, or a Closely Related Party of such a member, as a proxy, unless the vote is cast as proxy for a person otherwise entitled to vote on Resolution 4:

in accordance with the express direction of the appointor; or
by the Chair where the proxy appointment does not specify the way the proxy is to vote on Resolution 4 and expressly authorises the Chair to vote the proxy votes the subject of that proxy appointment on Resolution 4 as the Chair sees fit even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 5: Approval for the grant and issue of the FY26 interim LTVR Performance Rights to a Director – Ms. Nadine Gooderick

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

“ That approval is given under and for the purposes of ASX Listing Rule 10.14, and for all other purposes, for the grant and issue of 268,469 Performance Rights to the Managing Director, Ms. Nadine Gooderick, in respect of Ms Gooderick’s FY26 interim LTVR, under the CWLRP and on the terms and conditions described in the Explanatory Statement to the Notice of Meeting. ”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Ms. Gooderick or any Associate of Ms. Gooderick (regardless of the capacity in which the vote is cast). However, the Company will not disregard a vote cast in favour of Resolution 5 if:

it is cast by a person as a proxy or attorney for a person who is otherwise entitled to vote on Resolution 5 in accordance with the directions given to the proxy or attorney to vote on Resolution 5 in that way;
it is cast by the Chair as a proxy or attorney for a person who is entitled to vote on Resolution 5 in accordance with a direction given to the Chair to vote on Resolution 5 as the Chair decides; or
it is cast by a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met:
the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 5; and
the Shareholder votes on Resolution 5 in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

Further, a vote must not be cast (and, if cast, will be disregarded by the Company) on Resolution 5 by a member of the Key Management Personnel as at the time the Resolution is voted on at the Meeting, or a Closely Related Party of such a member, as a proxy, unless the vote is cast as proxy for a person otherwise entitled to vote on Resolution 5:

in accordance with the express direction of the appointor; or
by the Chair where the proxy appointment does not specify the way the proxy is to vote on Resolution 5 and expressly authorises the Chair to vote the proxy votes the subject of that proxy appointment on Resolution 5 as the Chair sees fit even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 6: Approval for the grant and issue of Restricted Rights to a Director – Ms. Nadine Gooderick

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

“That approval is given under and for the purposes of ASX Listing Rule 10.14, and for all other purposes, for the grant and issue of 169,808 Restricted Rights to the Managing Director, Ms. Nadine Gooderick, in respect of Ms Gooderick’s FY25 deferred short term variable remuneration ( STVR ), under the CWLRP and on the terms and conditions described in the Explanatory Statement to the Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Ms. Gooderick or any Associate of Ms. Gooderick (regardless of the capacity in which the vote is cast). However, the Company will not disregard a vote cast in favour of Resolution 6 if:

it is cast by a person as a proxy or attorney for a person who is otherwise entitled to vote on Resolution 6 in accordance with the directions given to the proxy or attorney to vote on Resolution 6 in that way;
it is cast by the Chair as a proxy or attorney for a person who is entitled to vote on Resolution 6 in accordance with a direction given to the Chair to vote on Resolution 6 as the Chair decides; or
it is cast by a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met:
the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 6; and
the Shareholder votes on Resolution 6 in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

Further, a vote must not be cast (and, if cast, will be disregarded by the Company) on Resolution 6 by a member of the Key Management Personnel as at the time the Resolution is voted on at the Meeting, or a Closely Related Party of such a member, as a proxy, unless the vote is cast as proxy for a person otherwise entitled to vote on Resolution 6:

in accordance with the express direction of the appointor; or
by the Chair where the proxy appointment does not specify the way the proxy is to vote on Resolution 6 and expressly authorises the Chair to vote the proxy votes the subject of that proxy appointment on Resolution 6 as the Chair sees fit even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 7: Approval of Termination Benefits

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

“That the giving of a benefit by the Company to each of the following persons as a result of or in connection with any retention or vesting of Performance Rights issued to the relevant person on or in connection with the cessation of their employment with the Company or a related body corporate of the Company (as described in the Explanatory Statement accompanying the Notice of Meeting in respect of this Meeting) be approved for the purposes of sections 200B and 200E of the Corporations Act and for all other purposes:

Judilyn Beaumont;
Ashutosh Bhalerao
Christopher Blaxland-Walker;
Athol Chiert;
Joanne Faglioni;
Nadine Gooderick;
Nick Kulikov; and
Michael New.

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

Voting Exclusion Statement

A vote on Resolution 7 must not be cast (in any capacity) by or on behalf of a Participant or any of their Associates and, if cast, will be disregarded by the Company. However, the Company will not disregard a vote cast if:

it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 7; and
it is not cast on behalf of a Participant or an Associate of a Participant.

Further, a vote must not be cast (and, if cast, will be disregarded by the Company) on Resolution 7 by a member of the Key Management Personnel as at the time the Resolution is voted on at the Meeting, or a Closely Related Party of such a member, as a proxy, unless the vote is cast as proxy for a person otherwise entitled to vote on Resolution 7:

in accordance with the express direction of the appointor; or
by the Chair where the proxy appointment does not specify the way the proxy is to vote on Resolution 7 and expressly authorises the Chair to vote the proxy votes the subject of that proxy appointment on Resolution 7 as the Chair sees fit even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

By order of the Board

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Company Secretary Dated: 29 September 2025

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 7.00pm (Sydney time) on Tuesday, 4 November 2025. Only those Shareholders entered on the Company’s register of members at that time will be entitled to attend and vote at the Meeting (whether themselves or by their duly appointed proxy, attorney or corporate representative).

Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. A person’s entitlement to vote on a Resolution is subject to the applicable voting exclusions set out above.

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

Voting exclusion statements

The Corporations Act and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by or on behalf of certain persons, in respect of certain Resolutions that will be considered by Shareholders at the Meeting.

The persons that are excluded from voting on each Resolution (if any) are described above. 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.

Hybrid meeting

This year’s AGM will be conducted as a hybrid meeting. Shareholders will be able to attend the Meeting in person or online through the AGM online platform (details of which are set out in this Notice).

If you are a Shareholder entitled to vote at the Meeting, you may vote at the Meeting in any of the following ways:

by attending the Meeting in person at ClearView Wealth Limited, Level 15, 20 Bond Street, Sydney NSW 2000;
• by attending the Meeting through the online platform accessible at https://meetnow.global/M4AN79S
by appointing a proxy, attorney or, if you are a body corporate, a duly appointed corporate representative to attend and vote at the Meeting on your behalf (whether in person or through the AGM online platform).

Shareholders and their duly appointed proxies, corporate representatives and attorneys will also be able to ask questions of the Board and the Auditor (for those entitled to do so):

before the Meeting by lodging questions via email at [email protected] or via post or fax (using the same details in the section of this Notice entitled ‘Where to lodge a proxy’); and
during the Meeting in person and in real time via the AGM online platform.

Registration of attendance at the Meeting will commence at 9.30am (Sydney time) on Thursday, 6 November 2025. If you intend to use the online platform, we recommend that you test to see that it works on your device.

If Shareholders are unable to attend the Meeting in person or via the online platform, they are encouraged to appoint a proxy to attend (either in person or through the AGM online platform) and vote on their behalf in accordance with the instructions contained in this Notice of Meeting. The appointment of one or more duly appointed proxies will not preclude a Shareholder from attending the Meeting and voting personally. If the member votes on a Resolution, the proxy must not vote as the member’s proxy on that Resolution.

Resolution by Poll

In accordance with section 250JA of the Corporations Act, each Resolution considered at the Meeting will be conducted by a poll, rather than on a show of hands.

Proxies

If you are a Shareholder entitled to attend and vote at the Meeting, 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 (fractions will be disregarded). A proxy need not be a Shareholder of the Company and can be an individual or body corporate.

A proxy may decide whether to vote on an item of business, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in his or her capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may only vote on the item as directed. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit (subject to the voting exclusions set out in this Notice). If a proxy is directed how to vote on an item of business, the proxy may only vote on the item as directed. If the proxy is directed to abstain from voting on a Resolution, the proxy will be directed not to vote on a poll and the relevant Shareholder’s Shares will not be counted in calculating the required majority on the poll for the relevant Resolution.

If a Shareholder lodges a proxy form or appoints a proxy online but fails to nominate a proxy, the Shareholder will be taken to have appointed the Chair of the Meeting as the Shareholder’s proxy by default.

The appointment of one or more duly appointed proxies will not preclude a Shareholder from attending the Meeting and voting personally. If the member votes on a Resolution, the proxy must not vote as the member’s proxy on that Resolution.

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 such evidence is not received before the Meeting, then the body corporate (through its representative) will not be permitted to act as proxy. Please contact Computershare to obtain the relevant corporate representative appointment documentation.

If you want to appoint one proxy, you can use the form provided with this Notice of Meeting or appoint a proxy online, in each case, by following the instructions below. If you want to appoint two proxies, please follow the instructions on the proxy form.

A proxy form signed under a power of attorney or other authority (if any) must be accompanied by the signed power of attorney, or a certified copy of the power of attorney.

If you sign and return a proxy form or appoint a proxy online and do not nominate a person to act as your proxy, the Chair of the Meeting will be appointed as your proxy by default. Any directed proxy votes in respect of a Resolution that are not voted on that Resolution by the Shareholder’s appointed proxy will also automatically default to the Chair (who is required to vote those proxy votes on the relevant Resolution as directed by the applicable Shareholder).

If you have appointed a proxy in respect of a Resolution, but you nonetheless attend the Meeting (whether in person or via the online meeting platform) and vote on that Resolution, the authority of your proxy to vote on that Resolution on your behalf at the Meeting will be automatically suspended.

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 4 (Approval for the grant and issue of the FY26 LTVR Performance Rights to a Director – Ms. Nadine Gooderick), Resolution 5 (Approval for the grant and issue of the FY26 interim LTVR Performance Rights to a Director – Ms. Nadine Gooderick), Resolution 6 (Approval for the grant and issue of Restricted Rights to a Director – Ms. Nadine Gooderick) and Resolution 7 (Approval of Termination Benefits) by marking either “For”, “Against” or “Abstain” on the proxy form (or, if the proxy is appointed online, by directing the proxy how to vote on the relevant resolution in accordance with the instructions on the website) for the relevant Resolution. If you do not direct such a proxy how to vote on those Resolutions, they will not be able to vote the Shares the subject of your proxy appointment and those votes will not be counted. This does not apply to the Chair of the Meeting, who is able to vote undirected proxies as the Chair sees fit regardless of whether a Resolution is connected directly or indirectly with the remuneration of Key Management Personnel if the Chair has been expressly authorised by the proxy appointment to do so.

How the Chair will vote undirected proxies

Chair intends to vote any available (including undirected) proxies in favour of all Resolutions

The Chair intends to vote all available (including undirected) proxies in favour of all Resolutions (subject to the applicable voting exclusions described above), including Resolution 1 (Adoption of Remuneration Report), Resolution 4 (Approval for the grant and issue of the FY26 LTVR Performance Rights to a Director – Ms. Nadine Gooderick), Resolution 5 (Approval for the grant and issue of the FY26 interim LTVR Performance Rights to a Director – Ms. Nadine Gooderick), Resolution 6 (Approval for the grant and issue of Restricted Rights to a Director – Ms. Nadine Gooderick) and Resolution 7 (Approval of Termination Benefits). 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 have expressly authorised the Chair to exercise the proxy in respect of each applicable resolution as the Chair sees fit even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. In particular, Shareholders should note that, if a Shareholder appoints the Chair as its proxy, or if the Chair is appointed as that Shareholder’s proxy by default, in relation to Resolutions 1, 4, 5 or 6 and the Shareholder does not mark the “for”, “against” or “abstain” box opposite the relevant item on the proxy form (or, if the proxy is appointed online, by directing the proxy how to vote on the relevant Resolution in accordance with the instructions on the website), by signing the proxy form (or, if the proxy is appointed online, by completing the proxy appointment in accordance with the instructions on the website), the Shareholder will be deemed to have authorised the Chair to vote the Shares the subject of the Shareholder’s proxy appointment in favour of the relevant Resolution, and the Chair may vote those Shares in this way, even though those Resolutions are connected directly with the remuneration of members of Key Management Personnel.

In exceptional circumstances, the Chair may change their voting intention, in which case an ASX announcement will be made by the Company.

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 (subject to the applicable voting exclusions described above) or to abstain from voting on a Resolution. Simply mark your voting (or abstention) directions on the proxy form before you return it or, if the proxy is appointed online, direct the proxy how to vote on (or abstain from voting on) the relevant resolution in accordance with the instructions on the website.

Where to lodge a proxy

You may lodge a proxy (including by lodging a proxy vote online) by following the instructions set out on the proxy form accompanying this Notice of Meeting.

For a proxy appointment to be effective, the proxy (and, if applicable, any power of attorney or other authority under which it is signed) must be received by 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), in each case, not later than 10.00am (Sydney time) on Tuesday, 4 November 2025:

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

A body corporate that is a Shareholder, or that has been appointed as a proxy, must appoint an individual to act as its representative at the Meeting. If you are a body corporate, you can appoint a corporate representative to attend and vote at the Meeting on your behalf.

The appointment must comply with section 250D of the Corporations Act. To vote by corporate representative, a corporate representative must provide written evidence of their appointment by obtaining and completing an ‘Appointment of Corporate Representative’ form from Computershare or online at https://wwwau.computershare.com/Investor/#Help/PrintableForms, unless it has previously been provided to the Company and remains in effect.

Corporate representative forms must be submitted before the Meeting. A corporate representative form may be

submitted in the same manner as a completed proxy form, as described above, except that an appointment of corporate representative form cannot be lodged online. If a certificate is completed by an individual or corporation under power of attorney or other authority, the power of attorney or other authority, or a certified copy of the power of attorney or other authority, must accompany the completed certificate unless the power of attorney or other authority has previously been received by Computershare. A validly appointed corporate representative wishing to attend and vote at the Meeting will require the name and SRN/HIN of the body corporate that appointed it in order to access the AGM online platform.

Admission to the Meeting

The Meeting will take place at 10.00am (Sydney time) on Thursday, 6 November 2025. Shareholders may attend the Meeting in person or via the online platform accessible at https://meetnow.global/M4AN79S

If you will be attending the Meeting in person and you do not appoint a proxy, please bring your proxy form (if you still have one) to the Meeting to help increase the efficiency of the admission process. 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 9.30am (Sydney time) on the day of the meeting.

If you would like to attend the Meeting online, you will need your name, address, email address and shareholder reference number to register. Shareholders will be able to access the online meeting platform from 9.30am (Sydney time) on the day of the Meeting.

If you intend to use the online platform to submit a vote during the Annual General Meeting, we suggest that you check that the online platform works on your device well in advance of the Meeting.

For further instructions regarding online attendance at the Meeting (including how to participate, vote and ask questions online during the Meeting), please view the online meeting user guide at www.computershare.com.au/virtualmeetingguide. 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

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 Reports, the Remuneration Report and any of the items of business.

Similarly, a reasonable opportunity will also be given to Shareholders at the Meeting to ask Ernst & Young, the Company’s Auditor, 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:

the Company; or
Ernst & Young relevant to the conduct of the audit and content of the Auditor’s Report,

can also be submitted in advance of the Meeting and must be received no later than Thursday, 30 October 2025 at Computershare (at the address or fax number specified in the section of this Notice entitled ‘Where to lodge a proxy’). Alternatively, the questions may be sent to the Company Secretary, ClearView Wealth Limited, Level 15, 20 Bond Street, Sydney NSW 2000 or [email protected] and received no later than Thursday, 30 October 2025. A list of questions to the Auditor will be available at the Meeting.

Technical difficulties

Technical difficulties may arise during the course of the Meeting. This may include local technical difficulties experienced by Shareholders, such as poor internet connection. The Chair of the Meeting has discretion as to whether and how the Meeting should proceed if a technical difficulty arises. In exercising this discretion, the Chair of the Meeting 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 Chair of the Meeting considers it appropriate, he or she may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions.

Explanatory Statement to the Notice of Annual General Meeting

Financial Report, Directors’ Report and Auditor’s Reports

The Company’s 2025 Annual Report (which includes the Financial Report, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2025, together called the “ ”) will be laid before the Meeting (as required by the Corporations Act). The Corporations Act does not require a formal resolution of Shareholders in relation to these Reports. Shareholders can access a copy of the Annual Report (which contains the Reports) on the Company’s website at clearview.com.au under the About ClearView/Shareholders/Financial Reports tab.

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. Shareholders will also be given an opportunity to ask the Company’s external auditor, Ernst & Young, questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company for the preparation of the Financial Report and the independence of the auditor in relation to the conduct of the audit.

There is no formal resolution to be voted on in relation to this item of business.

Resolution 1: Adoption of Remuneration Report

The Remuneration Report includes:

a discussion of the Board’s policy in relation to the nature and amount of remuneration of the Directors, Managing Director and other Key Management Personnel of the Company;
a 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 2025;
information about performance hurdles applicable to the short term and long-term incentive components of the remuneration of the Managing Director and other Key Management Personnel (including the information required by the Corporations Act);
details of the remuneration provided to the Non-executive Directors and other Key Management Personnel for the year ended 30 June 2025 (including the information required by the Corporations Act); and
details of the Short-Term and Long-Term Incentive plans for members of the executive leadership 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 will be put to Shareholders in accordance with section 250R(2) of the Corporations Act. In accordance with section 250R(3) 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 future remuneration practices and policies.

Shareholders should also note that, if 25% or more of the eligible votes cast on Resolution 1 are against that Resolution, 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 Meeting, if at next year’s annual general meeting, 25% or more of the votes cast on the resolution to adopt the remuneration report for the relevant financial year are against that resolution, then a separate resolution (a “spill 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) who were in office at the date of issue of the relevant second consecutive remuneration report must stand for re-election.

A voting exclusion statement applies to this Resolution, as set out in the Notice of Meeting.

Recommendation

Noting that each Director has a personal interest in his/her own remuneration from the Company, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

The Chair intends to vote all available (including undirected) proxies in favour of Resolution 1 (subject to the applicable voting exclusions described in the Notice).

Resolution 2: Re-election of Gary Burg as a Director

Pursuant to Rule 6.4(a) of the Constitution and ASX Listing Rule 14.4, a Director (other than the Managing 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. Mr. Gary Burg, Non-Executive Director of the Company, was last re-elected as a Director on 10 November 2022 at the Company’s 2022 annual general meeting. Being eligible, Mr. Burg offers himself for re- election as a Director at the Meeting.

ClearView notes that a Director retiring under Rule 6.4(a) of the Constitution satisfies the requirements of Rule 6.4(b) of the Constitution (which requires at least one Director to retire from office at each annual general meeting) and the proposed re-election of Mr. Burg at the Meeting will satisfy the requirements of ASX Listing Rule 14.5 (which requires an ASX-listed company to hold an election of directors at each annual general meeting).

Gary has significant experience in building life insurance businesses in South Africa and in Australia. Gary is Chairman of Edu Holdings Limited, an ASX listed company and various unlisted companies including Global Capital Holdings (Australia) Pty Limited, a company which manages principal investments on behalf of third parties.

Gary was appointed to the Board on 22 October 2012 and currently serves as a member of the Board Audit Committee, the Board Investment Committee, the Board Risk and Compliance Committee and the Board Nomination and Remuneration Committee.

The Board (with Mr Burg abstaining) considers that Mr Burg is an independent Director.

Recommendation

The Directors (with Mr Burg abstaining) considers that Mr Burg continues to be a valuable addition to the Board in light of the particular skills, knowledge and experience that he brings to the Board, and unanimously recommend that Shareholders vote in favour of Resolution 2.

Resolution 3: Election of Linda Scott as a Director

Pursuant to Rule 6.2(c) of the Constitution, the Directors may appoint any person to be an additional Director. Any Director, except a Managing Director, appointed under Rule 6.2(c) of the Constitution must retire from office in accordance with that rule and ASX Listing Rule 14.4 at the next annual general meeting following their appointment, but is eligible for election at that meeting.

Ms Linda Scott was appointed by the Directors as a Non-Executive Director of the Company on 25 June 2025 and, being eligible, Ms Scott offers herself for election as a Director at the Meeting.

Linda is the Chair of CareSuper and the Chair of the charity, Alcohol and Drug Foundation (ADF). She is a Director of the Australian Council of Superannuation Investors (ACSI), a Director of Industry Innovation and Science Australia (IISA), and a member of the Director Nomination Committee of IFM Investors. Linda is also Chair and Commissioner of the NSW Local Government Grants Commission, and a Director of the Powerhouse, the largest museum group in Australia.

Linda holds a B.Sc. (Psych) (Hons 1) (UNSW), is a graduate of the Australian Institute of Company Directors (GAICD) and is a Justice of the Peace.

Linda was appointed to the Board on 25 June 2025 and currently serves as a member of the Board Audit Committee, the Board Risk and Compliance Committee and the Board Nomination and Remuneration Committee.

The Board (with Ms Scott abstaining) considers that Ms Scott is (and, if elected as a Director at the Meeting, will qualify as) an independent Director.

Recommendation

The Directors (with Ms Scott abstaining) considers that Ms Scott is a valuable addition to the Board in light of the particular skills, knowledge and experience that she brings to the Board, and unanimously recommend that Shareholders vote in favour of Resolution 3.

Resolution 4: Approval for the grant and issue of the FY26 LTVR Performance Rights to a Director – Ms. Nadine Gooderick

Why is Shareholder approval being sought?

Resolution 4 will be put to Shareholders at the Meeting for the purpose of seeking Shareholder approval for the Company to grant and issue 1,342,344 Performance Rights to the Managing Director and Chief Executive Officer, Ms Nadine Gooderick, under the Plan (and subject to the terms and conditions of the Plan Rules) and on the terms and conditions summarised below.

ASX Listing Rule 10.14 requires the Company to obtain Shareholder approval for the issue of securities to a Director (and certain other persons) under an employee incentive scheme (subject to certain exceptions set out in ASX Listing Rule 10.16). Ms Gooderick is a Director and, therefore, the Company is seeking Shareholder approval for the proposed grant and issue of the Performance Rights to Ms Gooderick under ASX Listing Rule 10.14.1. Approval of Resolution 4 for the purpose of ASX Listing Rule 10.14 will also result in any Performance Rights the subject of Resolution 4 issued to Ms Gooderick being excepted from the restriction in ASX Listing Rule 7.1. ASX Listing Rule 7.1 prohibits an ASX-listed company from issuing, or agreeing to issue, more than 15% of its issued capital in any rolling 12-month period without the approval of its shareholders (subject to certain exceptions). If Resolution 4 is passed by Shareholders at the Meeting, the issue of Performance Rights the subject of Resolution 4 (and any new Shares issued to Ms Gooderick on exercise of those Performance Rights in the future) will be excluded for the purpose of calculating of the Company’s ‘placement capacity’ in any rolling 12-month period under ASX Listing Rule 7.1 (and will therefore not reduce the 15% new security issue capacity available to the Company in such a 12month period under the ASX Listing Rule referred to above).

Background to the Plan and the use of Performance Rights for LTVR grants

The proposed grant of the Performance Rights the subject of Resolution 4 relates to the LTVR component of Ms Gooderick’s total remuneration package for FY26. As at the date of this Notice of Meeting, Ms Gooderick’s total remuneration package for FY26 is summarised as follows:

total fixed remuneration: $725,000;
short-term variable remuneration (STVR): $362,500 at target, $543,750 at stretch, which, subject to achievement, in accordance with the Company’s remuneration policy, will be delivered 60% in cash and 40% in the form of Restricted Rights (subject to Shareholder approval for the purpose of ASX Listing Rule 10.14, if required); and
LTVR: $362,500 at target, $725,000 at stretch (which, subject to Shareholders approving Resolution 4 at the Meeting, will be delivered in the form of the Performance Rights the subject of Resolution 4); and
interim LTVR: $145,000 (which, subject to Shareholders approving Resolution 5 at the Meeting, will be delivered in the form of the Performance Rights the subject of Resolution 5).

The ClearView Wealth Limited Rights Plan, which was last approved by Shareholders for the purpose of ASX Listing Rule 7.2 (Exception 13) at the Company’s annual general meeting on 9 November 2023 ( CWLRP or Plan ), is designed to facilitate the Company providing a component of its executives’ total remuneration in the form of equity-based long term variable remuneration ( LTVR ). The Board believes that a key component of the effective remuneration for the Company’s executives is LTVR, which drives shared performance objectives, links the Company’s executives’ remuneration to the Company’s performance and aligns the Company’s executives’ interests with sustainable value creation for Shareholders.

The type of equity security proposed to be granted to Ms Gooderick, being Performance Rights, was chosen by the Board as the Board believes that: (a) Performance Rights create a strong link between the performance of the Company and Ms Gooderick’s reward, and (b) performance rights are incentive securities that are commonly used by ASX-listed companies and create long-term alignment between the interests of the holder and the company’s shareholders, but do not provide the holder with the full benefits of ownership of the underlying shares (such as dividend and voting rights) unless and until the performance rights vest and convert into shares. The Board believes that, when added to the other elements of Ms Gooderick’s remuneration for FY26, the Performance Rights will produce a total remuneration package that is market competitive and appropriate given the Company’s circumstances, based on market benchmarking and the Company’s current executive remuneration policy.

If Shareholders do not approve Resolution 4 at the Meeting, the Company currently intends to issue to Ms Gooderick the same number of Performance Rights on the same terms and conditions as those summarised in this Explanatory Statement in respect of Resolution 4, except that any Shares allocated or otherwise provided to Ms Gooderick (or to an employee share scheme trustee to be held for the benefit of Ms Gooderick) upon the exercise of those

Performance Rights will be required to be purchased on-market on the ASX (such that the exception to ASX Listing Rule 10.14 in ASX Listing Rule 10.16(b) (which is explained below) applies to those Performance Rights). However, the Company reserves the right to not make such a grant in those circumstances and instead consider alternative arrangements to appropriately remunerate and incentivise Ms Gooderick at the time.

Material terms of the Performance Rights and the Plan

In accordance with ASX Listing Rule 10.15, the material terms of the Performance Rights the subject of Resolution 4 are summarised in the following table:

Term	Details
Instrument	If Resolution 4 is approved by Shareholders at the Meeting, Ms Gooderick will be
and number of	granted and issued 1,342,344 Performance Rights. The basis on which this number of
Performance	Performance Rights was calculated is summarised below. Subject to the Plan Rules,
Rights	these Performance Rights will vest when the vesting conditions attached to the
	Performance Rights (which are summarised below) are satisfied (or, if applicable, waived
	by the Board in accordance with the Plan). The Performance Rights will (if Resolution 4
	is approved by Shareholders at the Meeting) be issued under (and subject to the terms
	and conditions of) the Plan.
	Each Performance Right is a Right that entitles Ms Gooderick (as the holder) to receive
	(for no consideration) the “Exercised Rights Value” (defined below), calculated on a
	per-Performance Right basis, subject to the satisfaction or, if applicable, waiver of the
	vesting conditions attached to the Performance Right and the Performance Right being
	exercised before the end of the term of the Performance Rights (as described below).
	In accordance with the Plan Rules, the per-Performance Right “Exercised Rights Value”
	for each validly exercised Performance Right may (at the discretion of the Board) be
	provided to Ms Gooderick in the form of Shares (being, in practice, one Share for each
	exercised Performance Right, as explained below) or a cash payment. Accordingly, the
	maximum number of Shares that may be acquired by Ms Gooderick on the exercise of
	the Performance Rights the subject of Resolution 4 is 1,342,344 Shares.
Price / consideration	No cash consideration is payable by Ms Gooderick for the issue of the Performance Rights
payable for	the subject of Resolution 4 as they are part of Ms Gooderick’s total remuneration
Performance Rights	package (details of which are set out above).
Terms and	The Performance Rights will be issued to Ms Gooderick under and subject to the terms
Conditions	and conditions of the Plan. Under the Plan, the Board has the discretion to set the terms
	and conditions on which it will offer or issue Performance Rights, including the terms of
	an invitation to participate in the Plan. The material terms and conditions of the Plan
	Rules are summarised below.
Term	The Performance Rights the subject of Resolution 4 have a term of 15 years from their
	date of issue and if, they are not exercised before the end of that term, they will
	automatically lapse.
Number and	If Resolution 4 is approved by Shareholders at the Meeting, Ms Gooderick will be
Value of	granted and issued 1,342,344 Performance Rights.
Performance	Each person that received an LTVR award for FY26 has a set LTVR dollar value
Rights	determined as part of their remuneration package. The maximum dollar value of Ms
	Gooderick’s FY26 LTVR award is $725,000 (i.e., at stretch).
	The number of Performance Rights that will be issued to Ms Gooderick (if Shareholders
	approve Resolution 4 at the Meeting) was determined by dividing the maximum dollar
	value of Ms Gooderick’s FY26 LTVR award (being $725,000 (ie, at stretch)) by the 10
	trading day VWAP of Shares following the release of the Company’s FY25 financial
	results, being $0.5401 (Performance Right Face Value). Using that methodology, the
	value of each Performance Right is $0.5401 (being the Performance Right Face Value),
	with the 1,342,344 Performance Rights having a total value of $725,000. The actual
	value (if any) of the Performance Rights will depend on whether the vesting conditions

described below are satisfied (or, if applicable, waived), whether the Performance Rights are ultimately exercised, and the Share price at the time of exercise.

Measurement Period

Vesting Conditions

The measurement period is the period over which the vesting conditions attached to the Performance Rights the subject of Resolution 4 (which are summarised below) will be assessed and tested. The measurement period for the Performance Rights the subject of Resolution 4 will be the four-year period from 1 July 2025 to 30 June 2029.

Vesting conditions are conditions that are used to determine the extent, if any, of the vesting of the Performance Rights.

The Performance Rights will have two performance-based vesting conditions attached to them.

Tranche 1 of the Performance Rights (representing 50% of the total number of the Performance Rights) will have one performance-based vesting condition attached to them, which will be based on a relative total shareholder return (rTSR) measure. The rTSR-based vesting condition compares the Company’s total shareholder return (TSR) over the measurement period with the TSR of the constituents of the S&P/ASX Small Ordinaries Industrials Index. TSR is calculated as the percentage growth (expressed as a compound annual growth rate (CAGR)) in shareholder value based on share price growth over, and dividends paid (and assuming that they are reinvested into shares) during, the relevant period for which TSR is measured. Whether Tranche 1 of the Performance Rights vest, and the extent to which they vest, will be determined in accordance with the following vesting schedule:

Performance level	rTSR Over 3 Year Measurement Period	% of Tranche 1 Performance Rights that vest
Stretch & above	P85	100%
	>P60 & <P85	Pro-rata
Target	P60	50%
		Pro-rata
	>P50 & <P60

Threshold	P50	25%
Below Threshold	<P50	0%

A reference to “P” in the table above is to the percentile of the S&P/ASX Small Ordinaries Industrials Index. If the Company’s TSR over the measurement period would be placed in such a percentile specified in the schedule above, the corresponding percentage of the Tranche 1 Performance Rights will vest (unless otherwise determined by the Board, as explained below).

A “Gate” (see the table summarising the Plan Rules below) applies to Tranche 1 of the Performance Rights, such that vesting of those Performance Rights will not be considered if the Company’s TSR (expressed as a CAGR) is not positive for the measurement period.

Tranche 2 of the Performance Rights (representing 50% of the total number of the Performance Rights) will be based on average earnings per Share (EPS) growth over the measurement period (expressed as a CAGR). The EPS of the Company for FY25, on which average EPS growth over the measurement period will be calculated, was $0.05 Whether Tranche 2 of the Performance Rights vest, and the extent to which they vest, will be determined in accordance with the following vesting schedule:

		Performance Level	Company’s Average EPS CAGR over the Measurement Period	% of Tranche 2 Performance Rights that vest
		Stretch	≥13%	100%

Between Target & Stretch	>9% & <13%	>50% & <100% (on a pro rata basis)
Target	= 9%	50%
Between Threshold & Target	>8% & < 9%	>25% & < 50% (on a pro rata basis)
Threshold	=8%	25%
Below Threshold	< 8%	0%

In accordance with the Plan Rules, the Board retains discretion to modify the vesting outcomes, if it deems it appropriate to do so given the circumstances that prevailed during the measurement period. If and when Performance Rights vest, the Board will provide a Vesting Notice, which will specify the Vesting Date. Rights will typically vest following the completion of the Measurement Period based on an assessment of the Vesting Conditions, however Performance Rights may vest before the end of the Measurement Period in some circumstances such as under certain Board discretions specified in the Rules (refer to Rules) ( Vesting Date ).

It is not a requirement that Ms Gooderick remain employed by the Company for the entirety of the measurement period for the Performance Rights the subject of Resolution 5 to be eligible to vest. However, generally, if Ms Gooderick ceases employment during the measurement period, the Performance Rights will be forfeited on a pro rata basis (based on the proportion that the remainder of the measurement period bears to the entire measurement period), unless otherwise determined by the Board. Following a Participant ceasing employment with the Group, at any time after 90 days after the first date that all Performance Rights that the Participant holds are fully vested and not subject to an Exercise Restriction Period, Performance Rights held by the Participant may be automatically exercised on a date determined by the Board.

Cost of Performance Rights and Exercise Price

Exercise of Performance Rights

No cash amount will be payable by Ms Gooderick for the issue of the Performance Rights the subject of Resolution 4 as the value of those Performance Rights constitutes the LTVR component of her total remuneration package for FY26.

The exercise price for the Performance Rights is nil.

Subject to the satisfaction (or, if applicable, waiver) of the vesting conditions described above, the Performance Rights the subject of Resolution 4 may be exercised by Ms Gooderick between the Vesting Date and the end of the term of the Performance Rights (as described above). The Performance Rights will automatically lapse (and may not be exercised) if the vesting conditions described above are not satisfied (unless the Board determines otherwise in accordance with the Plan Rules).

Upon the valid exercise of the Performance Rights, Ms Gooderick will be entitled to receive the “Exercised Rights Value” (on a per-Performance Right basis) for each exercised Performance Right. The Exercised Rights Value is calculated in accordance with the formula in the “Exercise of Vested Rights” section of the summary of the material terms of the Plan below.

If the Company (at the discretion of the Board) elects to provide the Exercised Rights Value to Ms Gooderick in the form of Shares, the application of the formula above will result in Ms Gooderick receiving one Share for each exercised Performance Right (as the Performance Rights do not have an exercise price). In accordance with the Plan Rules, any Shares into which exercised Performance Rights convert may, at the Board’s discretion, be new Shares that are issued to Ms Gooderick or existing Shares (including Shares acquired on market by or on behalf of the Company or an employee share scheme trustee in relation to the Plan) that are transferred to (or to an employee share scheme trustee to be held for the benefit of) Ms Gooderick, or a combination of both. Alternatively, in accordance with the Plan Rules, the Board may determine that the exercised Performance Rights are settled by the Company making a cash payment to Ms Gooderick of an amount equal to the Exercised Rights Value of those Performance

	Rights (less any applicable tax and other withholding required by law).
	In accordance with the Plan Rules, the Board may also determine that exercised
	Performance Rights are settled in a combination of Shares (whether new or existing
	Shares, or both) and a cash payment of an amount equal to the Exercised Rights Value
	(calculated on a per-Performance Right basis) (less any applicable tax and other
	withholding required by law).
Disposal	In accordance with the Plan Rules, the Performance Rights may not be disposed of or
Restrictions	transferred or otherwise dealt with (including encumbered or made subject to any
	interest in favour of any other person) and will lapse immediately on any such purported
	disposal, transfer or dealing, unless the transfer is effected by operation of law on death
	or legal incapacity to Ms Gooderick’s legal personal representative.
	Any Shares issued or transferred to Ms Gooderick (or to an employee share scheme
	trustee to be held for the benefit of Ms Gooderick) in satisfaction of exercised
	Performance Rights will be “Restricted Shares” (as defined in the Plan Rules), which are
	Shares that are subject to disposal restrictions imposed by the Company. The disposal
	restrictions that will apply to those Shares will, in summary, restrict those Shares from
	being sold or otherwise disposed of unless and until that sale or disposal would not
	result in a breach of the Company’s securities trading policy or the insider trading
	provisions of the Corporations Act. Otherwise, Ms Gooderick will be free to deal with
	any such Shares.
Termination of	Subject to the relevant provisions summarised in the ‘Vesting Conditions’ section above,
Employment	the Plan Rules specify what will happen to the Performance Rights if Ms Gooderick’s
	employment with the ClearView Group is terminated (see the summary of those
	provisions below).
Voting and	The Performance Rights will not have any voting or dividend rights or entitlements.
Dividend Entitlements	Shares issued to satisfy exercised Performance Rights will have all of the rights and
	entitlements of Shares currently on issue, including voting and dividend rights and
	entitlements, subject to the disposal restrictions described above.

The Performance Rights the subject of Resolution 4 will be granted under, and subject to, the terms and conditions of the Plan Rules (except to the extent that the terms of Ms Gooderick’s Invitation in respect of those Performance Rights, the material terms of which are summarised in the table above, are inconsistent with the Plan Rules, in which case the terms of Ms Gooderick’s Invitation prevail to the extent of the inconsistency). The material terms of the Plan Rules are summarised in the following table and in this Notice of Meeting:

Term	Details
Instrument	The Plan uses indeterminate Rights which, unless otherwise determined by the Board and
	specified in the relevant Plan participant’s (Participant) Invitation, are an entitlement to
	the value of a Share (less any Exercise Price) which may be settled in cash or in Shares, at
	the Board’s discretion (Rights). Generally, it is expected that vested Rights will be settled
	in Shares (including Restricted Shares). The Plan allows for three classes of Rights which
	may be appropriate forms of remuneration under various circumstances, being;
	(a) Performance Rights, which vest when performance conditions have been satisfied and
	will generally be used for the purpose of granting long term variable remuneration to
	executives;
	(b) Service Rights, which vest after completion of a period of service and which will
	generally be used as a retention incentive below the executive level if and when
	appropriate; and
	(c) Restricted Rights, which may have exercise restrictions and/or specified disposal
	restrictions that extend to the Shares that result from the exercise of Rights, and will
	generally be used to defer earned remuneration from time to time (for example, to defer
	STVR).

When an exercise price greater than nil is specified in an invitation, the Rights are Share Appreciation Rights ( SARs ) that only produce value when the Share price exceeds the

exercise price at the time of exercise (that is, equivalent to an option). They may be Performance SARs, Service SARs or Restricted SARs under the foregoing classes of Rights. Terms and The Board has the discretion to set the terms and conditions on which it will offer Rights Conditions under the Plan, including the terms of Invitations. Performance Rights and Service Rights (including when they are SARs) are subject to vesting conditions. In the case of Performance Rights (including SARs), Vesting conditions are intended to be challenging and linked to indicators of sustainable value creation. The terms and conditions of the Plan include those aspects legally required as well as terms addressing exceptional circumstances, such as a delisting, a major return of capital to shareholders, as well as the treatment of Rights and Restricted Shares on termination of employment. The Plan contains customary and usual terms having regard to Australian law for dealing with winding up, administration, variation, suspension and termination of the Plan. Variation of To the extent permitted by the ASX Listing Rules, the Board retains the discretion to vary Terms and or amend the terms and conditions of the Plan. Conditions Eligibility Eligible Participants selected by the Board will be invited to participate in the Plan and includes full time and part-time employees, directors and contractors. Number of The number of Rights specified in an Invitation will be at the discretion of the Board. It is Rights intended that the number of Rights to be granted will be determined annually with regard to the Participant’s fixed remuneration, relevant market practices and the relevant policies of the Company regarding remuneration, such that total remuneration is appropriate in both quantum and structure.

Measurement The measurement period is the period over which vesting conditions are assessed and may Period be determined by the Board as part of each Invitation but will generally be four years for Performance Rights (including for Performance SARs). Vesting Vesting conditions are conditions that are used to determine the extent, if any, of vesting Conditions of Performance Rights and Service Rights (including when they are SARs). Vesting Conditions are to be determined by the Board as part of each Invitation. Performance Rights (including Performance SARs) will vest based on selected measures of Company performance and service with the Company. They are intended to create alignment with indicators of shareholder value creation over the measurement period. Service Rights will vest based on periods of service with the Company only and will generally relate to annual remuneration cycles when granted as part of fixed remuneration. Restricted Rights do not have vesting conditions but may have exercise restrictions and/or specified disposal restrictions that extend to the Shares that result from the exercise of Rights.

Gates The Board may attach gates to tranches of Performance Rights. A gate is a condition that must be met or exceeded before the vesting conditions attached to a tranche may be assessed for the purposes of vesting. Cost of Rights No amount is payable by Participants for Rights unless otherwise determined by the and Exercise Board. No exercise price is payable by a Participant to exercise Rights under the Plan Price Rules. However, as part of the terms of an Invitation, the Board may determine that a notional exercise price applies, which will be deducted from the value of a Share in determining the “Exercised Rights Value” (defined below) (that is, creating a cashless exercise option or SAR which functions identically to an option, but is less dilutive than traditional options from a shareholder perspective). The value of the Rights forms part of the annual total remuneration appropriate to each Participant.

Exercise of Rights may be exercised after the later to occur of the Vesting Date and the elapsing of Vested Rights Exercise Restrictions, but not later than the end of the Term of the Rights. Invitations may provide for Rights to be exercised automatically on the later to occur of the vesting date, and the elapsing of exercise restrictions.

Upon exercise of vested Rights, the Exercised Rights Value (defined below) will be

calculated as follows and will be either be paid in cash, converted into Shares, or a combination of cash and Shares, as determined by the Board:

Exercised Rights Value

Number of Rights Exercised x (Share Price at Exercise – Exercise Price)

Generally, it is expected that the Exercised Rights Value will be settled in Shares. Such Shares will often be Restricted Shares as they will be subject to disposal restrictions if the exercise occurs during a period in which trading in Shares is prohibited under the Company’s securities trading policy.

Exercise An Invitation may specify a period of exercise restrictions during which vested Rights may Restrictions not be exercised. For restricted Rights which are fully vested at grant, exercise restrictions apply for at least 90 days following grant.

Disposal Rights may not be sold, transferred, mortgaged, charged or otherwise dealt with or Restrictions encumbered, except by force of law. Shares acquired from the exercise of vested Rights will be subject to disposal restrictions due to:

a) the Company’s securities trading policy, and

b) the insider trading provisions of the Corporations Act.

Shares resulting from the exercising of Rights that may not be traded due to the foregoing or because of specified disposal restrictions included in an Invitation will be Restricted Shares while they are so restricted. The Company will ensure that such restrictions are enforced due to the presence of CHESS holding locks or alternatively via holding of the Restricted Shares in an appropriate employee share trust.

Disposal and In the event that a taxing point arises during employment with the Company in relation to Exercise Restricted Rights or Restricted Shares and the exercise restrictions or specified disposal Restriction restrictions have not elapsed then they will cease to apply to 50% of the taxable Rights Release at and Shares. This ensures that unreasonable tax outcomes are avoided. Taxing Point Termination If an employee ceases to be employed by the Group, all unvested Performance Rights will of lapse except in circumstances such as death, total or permanent disability, genuine Employment redundancy or other circumstances determined by the Board in its discretion.

Generally, the Board has determined (by exercising its discretion referred to above and including an appropriate term in the relevant Participant’s Invitation) that continued service during the whole of the Measurement Period is not a requirement in order for Rights to be eligible to vest. Instead, Rights held at the date of a cessation of employment in respect of which the Measurement Period has not been completed will be forfeited prorata in the percentage that the remainder of the Measurement Period bears upon the full Measurement Period, unless otherwise determined by the Board.

Following a Participant ceasing employment with the Group, at any time after 90 days after the first date that all Rights that the Participant holds are fully vested and not subject to an Exercise Restriction Period, unexercised, vested Rights held by the Participant may be automatically exercised by the Company on a date determined by the Board.

Performance Rights that do not lapse at the termination of employment will continue to be held by Participants with a view to testing for vesting at the end of the Measurement Period. Any Performance Rights that do not vest following the assessment of the vesting conditions will be forfeited.

Service Rights (including Service SARs) will be dealt with as specified in the relevant Invitation as appropriate to the circumstances of the granting of Service Rights and applicable measurement periods.

The treatment of Restricted Rights upon a termination of employment will be determined by the Board in its discretion.

If Rights are exercised after the termination of employment and the Share price is lower at

the date of exercise than on the date of termination, then the Exercised Rights Value will be settled in cash unless otherwise determined by the Board, in order to address potential tax problems.

It should be noted that the Plan contains clauses that address fraud, misconduct, inappropriate benefits and clawback which will result in the forfeiture of unvested rights.

Change of Control or Delisting

In the event the Board determines that the Company will be subject to a de-listing, the vesting conditions specified in an Invitation for Performance Rights will cease to apply and:

unvested Performance Rights in each tranche will vest in accordance with the following formula:

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remaining Performance Rights may vest or lapse as determined by the Board;
Service and Restricted Rights will vest to the extent determined to be appropriate by the Board under the circumstances applicable to each grant of Rights; and
exercise restrictions and specified disposal restrictions will cease to apply on the date determined by the Board.

Major Return of Capital or Demerger

In the event that the Board forms the view that a major part of the Company’s assets or operations will imminently cease to be owned by the Company or a subsidiary of the Company due to an intention to sell or separately list those assets or operations, or in the event of a major return of capital to Shareholders, the Board has discretion to vest, lapse or adjust the terms of Rights such that Participants are neither advantaged nor disadvantaged by the corporate action. Restricted Rights will cease to be subject to exercise restrictions prior to the return of capital or demerger, on the date determined by the Board.

Board The Board has sole discretion to determine that some or all unexercised Rights held by a Discretion and Participant lapse on a specified date, if allowing the Rights to be retained would, in the Preventing opinion of the Board, result in an inappropriate benefit to the Participant. Such Inappropriate circumstances include joining a competitor or actions that harm the Company’s Benefits stakeholders. In the case of fraud or misconduct, the Participant will forfeit all unvested Rights.

Bonus Issues, The number of Rights held by Participants will be proportionately adjusted to reflect bonus Rights Issues, issues. Right holders will not participate in Shareholder rights issues but may, subject to Voting and Dividend the ASX Listing Rules, be offered options on similar terms to the rights issue. Rights do not Entitlements carry voting or dividend entitlements. Shares (including Restricted Shares) issued when Rights are exercised carry all entitlements of Shares, including voting and dividend entitlements.

Quotation

Issue or Acquisition of Shares

Rights will not be quoted on the ASX. The Company will apply for official quotation of any Shares issued under the Plan, in accordance with the ASX Listing Rules.

Shares allocated to a Participant when Rights are exercised under the Plan may be issued by the Company or acquired on or off market by a trustee whose purpose is to facilitate the operation of the plan.

Cost and The Company will pay all costs of issuing and acquiring Shares for the purposes of satisfying Administration exercised Rights, as well as any brokerage on acquisitions of Shares for this purpose and all costs of administering the Plan.

Hedging

The Company prohibits the hedging of Rights or Shares subject to disposal restrictions by specified Participants.

Board’s general The Board may amend or repeal all or any of the provisions of the Plan Rules at any time, powers and provided that any such amendment does not, without the consent of the relevant discretion under Participant, reduce the rights of the Participant in respect of an application to apply for the Plan Rights that forms part of the Participant’s Invitation that had commenced before the date of the amendment or repeal, other than an amendment introduced primarily for the purpose of complying with a law, to correct any manifest error or mistake, or to address possible adverse tax implications for the Company or the Participant.

Under the Plan Rules, the Board retains discretion to increase or decrease, including to nil, the extent of vesting in relation to each tranche of Performance Rights if it forms the view that it is appropriate to do so given the circumstances that prevailed during the applicable measurement period (subject to the Corporations Act and the ASX Listing Rules). In exercising this discretion, the Board must take into account, amongst other factors it considers relevant, Company performance from the perspective of Shareholders over the relevant measurement period.

Additional information required to be provided by the ASX Listing Rules

In accordance with ASX Listing Rule 10.15, the following additional information is provided to Shareholders in connection with Resolution 4:

(a) As at the date of this Notice of Meeting, Ms Gooderick is the only Director (or other person referred to in ASX Listing Rule 10.14) entitled to participate in the Plan.
(b) As at the date of this Notice of Meeting, no current Directors, other than Ms Gooderick, have been issued any equity securities (including Performance Rights) under the Plan.
(c) Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which the securities were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.
(d) Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolution 4 is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule.
(e) As at the date of this Notice of Meeting:
(i) Ms Gooderick has previously been granted 2,671,525 Performance Rights and 411,193 Restricted Rights under the Plan. No acquisition price was paid by Ms Gooderick for those Performance Rights or Restricted Rights. Shareholder approval for the issue of 1,680,000 of those Performance Rights and 186,046 of those Restricted Rights was not required for the purpose of ASX Listing Rule 10.14 as the issues of those Performance Rights and Restricted Rights were either made prior to Ms Gooderick being appointed as a Director, or under the exception to the restriction in ASX Listing Rule 10.14 in ASX Listing Rule 10.16(b) (which requires any Shares acquired by Ms Gooderick on exercise of those Performance Rights and Restricted Rights to be purchased on-market). The grant and issue of 991,525 Performance Rights and 225,147 Restricted Rights to Ms Gooderick was previously approved by Shareholders (for the purpose of ASX Listing Rule 10.14) at the 2024 annual general meeting of the Company, which was held on 8 October 2024. 277,777 of the Performance Rights previously issued to Ms Gooderick under the Plan have since lapsed as the performance-based vesting conditions attached to them were not satisfied; and
(ii) No new Shares have been issued to Ms Gooderick under the Plan as a result of the vesting and exercise of the Performance Rights referred to in paragraph (i) above and no new Shares have been issued to Ms Gooderick under the Plan as a result of the exercise of the Restricted Rights referred to in paragraph (i) above. In accordance with the terms of those Performance Rights and Restricted Rights, no acquisition or subscription price was payable by Ms Gooderick for the issue of those Shares.

(f) No loan will be made by the Company (or another ClearView Group member) to Ms Gooderick in relation to the grant or issue of the Performance Rights the subject of Resolution 4.
(g) If Shareholders approve Resolution 4 at the Meeting, the Performance Rights will be issued to Ms Gooderick as soon as practicable (and, in any event, within one month) after the date of the Meeting.
(h) A voting exclusion statement applies to this Resolution, as set out in the Notice of Meeting.

Recommendation

The Directors (other than Ms. Gooderick, who abstains from making a recommendation due to her interest in the Resolution) unanimously recommend that Shareholders vote in favour of Resolution 4.

The Chair intends to vote all available (including undirected) proxies in favour of Resolution 4 (subject to the applicable voting exclusions described in the Notice).

Resolution 5: Approval for the grant and issue of the FY26 interim LTVR Performance Rights to a Director – Ms. Nadine Gooderick

Why is Shareholder approval being sought?

Resolution 5 will be put to Shareholders at the Meeting for the purpose of seeking Shareholder approval for the Company to grant and issue 268,469 Performance Rights to the Managing Director and Chief Executive Officer, Ms Nadine Gooderick, under the Plan (and subject to the terms and conditions of the Plan Rules) and on the terms and conditions summarised below.

ASX Listing Rule 10.14 requires the Company to obtain Shareholder approval for the issue of securities to a Director (and certain other persons) under an employee incentive scheme (subject to certain exceptions set out in ASX Listing Rule 10.16). Ms Gooderick is a Director and, therefore, the Company is seeking Shareholder approval for the proposed grant and issue of the Performance Rights to Ms Gooderick under ASX Listing Rule 10.14.1. Approval of Resolution 5 for the purpose of ASX Listing Rule 10.14 will also result in any Performance Rights the subject of Resolution 5 issued to Ms Gooderick being excepted from the restriction in ASX Listing Rule 7.1. ASX Listing Rule 7.1 prohibits an ASX-listed company from issuing, or agreeing to issue, more than 15% of its issued capital in any rolling 12-month period without the approval of its shareholders (subject to certain exceptions). If Resolution 5 is passed by Shareholders at the Meeting, the issue of Performance Rights the subject of Resolution 5 (and any new Shares issued to Ms Gooderick on exercise of those Performance Rights in the future) will be excluded for the purpose of calculating of the Company’s ‘placement capacity’ in any rolling 12-month period under ASX Listing Rule 7.1 (and will therefore not reduce the 15% new security issue capacity available to the Company in such a 12month period under the ASX Listing Rule referred to above).

Background to the Plan and the use of Performance Rights for the interim LTVR grant

The proposed grant of the Performance Rights the subject of Resolution 5 relates to an interim LTVR component of Ms Gooderick’s total remuneration package for FY26. Ms Gooderick’s total remuneration package for FY26 is summarised in the Explanatory Statement for Resolution 4 above.

The Performance Rights the subject of Resolution 5 will be granted under the CWLRP. An explanation of the purpose of the CWLRP and why the Board believes LTVR is a key component of the effective remuneration of the Company’s executives is set out in the Explanatory Statement for Resolution 4 above. The Explanatory Statement for Resolution 4 above also outlines the reasons why the type of equity security proposed to be granted to Ms Gooderick, being Performance Rights, was chosen by the Board – that explanation also applies to the proposed grant of Performance Rights the subject of Resolution 5.

If Shareholders do not approve Resolution 5 at the Meeting, the Company currently intends to issue to Ms Gooderick the same number of Performance Rights on the same terms and conditions as those summarised in this Explanatory Statement in respect of Resolution 5, except that any Shares allocated or otherwise provided to Ms Gooderick (or to an employee share scheme trustee to be held for the benefit of Ms Gooderick) upon the exercise of those Performance Rights will be required to be purchased on-market on the ASX (such that the exception to ASX Listing Rule 10.14 in ASX Listing Rule 10.16(b) (which is explained below) applies to those Performance Rights). However, the Company reserves the right to not make such a grant in those circumstances and instead consider alternative arrangements to appropriately remunerate and incentivise Ms Gooderick at the time.

The Board has reviewed the LTVR grant for the financial year ended 30 June 2023 ( FY23 ) with the benefit of hindsight and determined that the grant value and performance targets were below the expected opportunity for

the LTVR component of the relevant participants’ (including Ms Gooderick’s) remuneration for FY23. To address this, the Board has implemented an interim LTVR component of the relevant participants’ remuneration for FY26, to supplement the overall FY23 LTVR opportunity up to the expected value. The Board acknowledges the importance of aligning management with the interests of shareholders which the LTVR seeks to do, and equally recognises the importance of retaining and motivating key management for future success.

Material terms of the Performance Rights and the Plan

In accordance with ASX Listing Rule 10.15, the material terms of the Performance Rights the subject of Resolution 5 are summarised in the following table:

Term	Details
Instrument	If Resolution 5 is approved by Shareholders at the Meeting, Ms Gooderick will be
and number of	granted and issued 268,469 Performance Rights. The basis on which this number of
Performance	Performance Rights was calculated is summarised below. Subject to the Plan Rules,
Rights	these Performance Rights will vest when the vesting conditions attached to the
	Performance Rights (which are summarised below) are satisfied (or, if applicable,
	waived by the Board in accordance with the Plan). The Performance Rights will (if
	Resolution 5 is approved by Shareholders at the Meeting) be issued under (and subject
	to the terms and conditions of) the Plan.
	Each Performance Right is a Right that entitles Ms Gooderick (as the holder) to receive
	(for no consideration) the “Exercised Rights Value” (defined below), calculated on a
	per-Performance Right basis, subject to the satisfaction or, if applicable, waiver of the
	vesting conditions attached to the Performance Right and the Performance Right being
	exercised before the end of the term of the Performance Rights (as described below).
	In accordance with the Plan Rules, the per-Performance Right “Exercised Rights Value”
	for each validly exercised Performance Right may (at the discretion of the Board) be
	provided to Ms Gooderick in the form of Shares (being, in practice, one Share for each
	exercised Performance Right, as explained below) or a cash payment. Accordingly, the
	maximum number of Shares that may be acquired by Ms Gooderick on the exercise of
	the Performance Rights the subject of Resolution 5 is 268,469 Shares.
Price / consideration	No cash consideration is payable by Ms Gooderick for the issue of the Performance Rights
payable for	the subject of Resolution 5 as they are part of Ms Gooderick’s total remuneration
Performance Rights	package (details of which are set out above).
Terms and	The Performance Rights will be issued to Ms Gooderick under and subject to the terms
Conditions	and conditions of the Plan. Under the Plan, the Board has the discretion to set the terms
	and conditions on which it will offer or issue Performance Rights, including the terms
	of an invitation to participate in the Plan. The material terms and conditions of the Plan
	Rules are summarised in this Explanatory Statement in respect of Resolution 4 above.
Term	The Performance Rights the subject of Resolution 5 have a term of 15 years from their
	date of issue and if, they are not exercised before the end of that term, they will
	automatically lapse.
Number and	If Resolution 5 is approved by Shareholders at the Meeting, Ms Gooderick will be
Value of	granted and issued 268,469 Performance Rights.
Performance	Each person that received an interim LTVR award for FY26 has a set LTVR dollar value
Rights	determined as part of their remuneration package. The dollar value of Ms Gooderick’s
	FY26 interim LTVR award is $145,000.
	The number of Performance Rights that will be issued to Ms Gooderick (if Shareholders
	approve Resolution 5 at the Meeting) was determined by dividing the dollar value of
	Ms Gooderick’s FY26 interim LTVR award (being $145,000) by the 10-trading day
	VWAP of Shares following the release of the Company’s FY25 financial results, being
	$0.5401 (Performance Right Face Value). Using that methodology, the value of each
	Performance Right is $0.5401 (being thePerformance Right Face Value), with the
	268,469 Performance Rights having a total value of $145,000. The actual value (if any)

of the Performance Rights will depend on whether the vesting conditions described below are satisfied (or, if applicable, waived), whether the Performance Rights are ultimately exercised, and the Share price at the time of exercise.

Measurement Period

The measurement period is the period over which the vesting conditions attached to the Performance Rights the subject of Resolution 5 (which are summarised below) will be assessed and tested. The measurement period for the Performance Rights the subject of Resolution 5 will be a period of one financial year, commencing on 1 July 2025 and ending on 30 June 2026 (being FY26).

Vesting Vesting conditions are conditions that are used to determine the extent, if any, of the Conditions vesting of the Performance Rights.

The Performance Rights will have one performance-based vesting condition attached to them, which will be based on the Company’s Underlying Net Profit After Tax ( UNPAT ) over the measurement period. UNPAT is a non-IFRS measure that adjusts the Company’s statutory net profit after tax to exclude certain items, and is the Board’s key measure of the profitability of the Company. An explanation of how UNPAT is calculated is set out in detail in the Annual Report (see, in particular, pages 30 and 31).

Whether the Performance Rights vest, and the extent to which they vest, will depend on the Company’s UNPAT for FY26, in accordance with the following vesting scale:

Performance Level	ClearView’s UNPAT in FY26	% of Performance Rights that will vest
Target	≥ $45m	100%
	>$42mbut<$45m	Pro-rata
Threshold	=$42m	50%
Below Threshold	<$42m	0%

If this vesting condition is satisfied (or is waived by the Board in accordance with the Plan Rules), the Board will provide a vesting notice to Ms Gooderick, which will specify a date on (and extent to) which the Performance Rights vested (or will vest) ( Vesting Date ).

Exercise Restriction Period

Cost of

Performance Rights and Exercise Price

Exercise of Performance Rights

To comply with the Financial Accountability Regime ( FAR ), 40% of the Performance Rights the subject of Resolution 5 that vest (if any) will be subject to an exercise restriction period of 3 years commencing at the end of the measurement period ( Exercise Restriction Period ), during which Ms Gooderick may not exercise any vested Performance Rights, unless the Board determines otherwise by exercising its discretion under the Plan Rules.

No cash amount will be payable by Ms Gooderick for the issue of the Performance Rights the subject of Resolution 5 as the value of those Performance Rights constitutes the interim LTVR component of her total remuneration package for FY26.

The exercise price for the Performance Rights is nil.

Subject to the satisfaction (or, if applicable, waiver) of the vesting condition described above, vested Performance Rights may be exercised by Ms Gooderick between the Vesting Date (or, in respect of the Performance Rights the subject of the Exercise Restriction Period, the end of the Exercise Restriction Period) and the end of their 15year term (as described above). The Performance Rights will automatically lapse (and may not be exercised) if the vesting conditions described above are not satisfied (unless the Board determines otherwise in accordance with the Plan Rules).

In accordance with the Plan Rules, the Board may also determine that exercised Performance Rights are settled in a combination of Shares (whether new or existing Shares, or both) and a cash payment of an amount equal to the Exercised Rights Value (calculated on a per-Performance Right basis) (less any applicable tax and other withholding required by law).

Disposal In accordance with the Plan Rules, the Performance Rights may not be disposed of or Restrictions transferred or otherwise dealt with (including encumbered or made subject to any interest in favour of any other person) and will lapse immediately on any such purported disposal, transfer or dealing, unless the transfer is effected by operation of law on death or legal incapacity to Ms Gooderick’s legal personal representative.

Any Shares issued or transferred to Ms Gooderick (or to an employee share scheme trustee to be held for the benefit of Ms Gooderick) in satisfaction of exercised Performance Rights will be “Restricted Shares” (as defined in the Plan Rules), which are Shares that are subject to disposal restrictions imposed by the Company. The disposal restrictions that will apply to those Shares will, in summary, restrict those Shares from being sold or otherwise disposed of unless and until that sale or disposal would not result in a breach of the Company’s securities trading policy or the insider trading provisions of the Corporations Act. Otherwise, Ms Gooderick will be free to deal with any such Shares.

Termination of Continued service during the whole of the Measurement Period is a requirement in order Employment for the Performance Rights to be eligible to vest. Performance Rights held at the date of a cessation of employment in respect of which the Measurement Period has not been completed will be forfeited, except in circumstances such as death, total or permanent disability, genuine redundancy or other circumstances determined by the Board in its discretion. Voting and The Performance Rights will not have any voting or dividend rights or entitlements. Dividend Shares issued to satisfy exercised Performance Rights will have all of the rights and Entitlements entitlements of Shares currently on issue, including voting and dividend rights and entitlements, subject to the disposal restrictions described above. Delisting In the event of a delisting of the Company before the Performance Rights vest or lapse, the Board will apply its discretion so that Ms Gooderick does not receive an unintended and undue benefit (in the Board’s determination) from receiving both the LTVR grant the subject of Resolution 4 and the interim LTVR grant the subject of Resolution 5. If, in this event, both the grants would otherwise fully vest, the LTVR grant the subject of Resolution 4 will have precedence, such that the unvested Performance Rights the subject of this Resolution 5 (interim LTVR) will lapse to ensure that such unintended

and undue benefit is not given to Ms Gooderick (ie, to avoid “double dipping”) in those circumstances.

Vesting of Should the original FY23LTVR Plan targets be achieved causing those grants to vest, FY23 LTVR the existing FY23LTVR Plan will have precedence and the unvested Performance Rights Plan the subject of this Resolution 5 (interim LTVR) will lapse to avoid “double dipping”.

The Performance Rights the subject of Resolution 5 will be granted under, and subject to, the terms and conditions of the Plan Rules (except to the extent that the terms of Ms Gooderick’s Invitation in respect of those Performance Rights, the material terms of which are summarised in the table above, are inconsistent with the Plan Rules, in which case the terms of Ms Gooderick’s Invitation prevail to the extent of the inconsistency). The material terms of the Plan Rules are summarised in this Explanatory Statement in respect of Resolution 4 above.

Additional information required to be provided by the ASX Listing Rules

In accordance with ASX Listing Rule 10.15, the following additional information is provided to Shareholders in connection with Resolution 5:

(a) As noted in this Explanatory Statement in respect of Resolution 4 above:
(i) as at the date of this Notice of Meeting, Ms Gooderick is the only Director (or other person referred to in ASX Listing Rule 10.14) entitled to participate in the Plan;
(ii) as at the date of this Notice of Meeting, no current Directors, other than Ms Gooderick, have been issued any equity securities (including Performance Rights) under the Plan;
(iii) details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which the securities were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14; and
(iv) any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolution 5 is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule.
(b) Details of the number and type of securities (as defined in the ASX Listing Rules) that have previously been issued to Ms Gooderick under the Plan (and the acquisition price paid by Ms Gooderick for those securities) as at the date of this Notice of Meeting are set out in this Explanatory Statement in respect of Resolution 4 above.
(c) No loan will be made by the Company (or another ClearView Group member) to Ms Gooderick in relation to the grant or issue of the Performance Rights the subject of Resolution 5.
(d) If Shareholders approve Resolution 5 at the Meeting, the Performance Rights will be issued to Ms Gooderick as soon as practicable (and, in any event, within one month) after the date of the Meeting.
(e) A voting exclusion statement applies to this Resolution, as set out in the Notice of Meeting.

Recommendation

The Directors (other than Ms. Gooderick, who abstains from making a recommendation due to her interest in the Resolution) unanimously recommend that Shareholders vote in favour of Resolution 5.

The Chair intends to vote all available (including undirected) proxies in favour of Resolution 5 (subject to the applicable voting exclusions described in the Notice).

Resolution 6: Approval for the grant and issue of Restricted Rights to a Director – Ms. Nadine Gooderick

Why is Shareholder approval being sought?

Resolution 6 will be put to Shareholders at the Meeting for the purpose of seeking Shareholder approval for the Company to grant and issue 169,808 Restricted Rights to the Managing Director, Ms Nadine Gooderick, under the Plan (and subject to the terms and conditions of the Plan Rules) and on the terms and conditions summarised below.

capital in any rolling 12-month period without the approval of its shareholders (subject to certain exceptions). If Resolution 6 is passed by Shareholders at the Meeting, the issue of Restricted Rights the subject of Resolution 6 (and any new Shares issued to Ms Gooderick on exercise of those Restricted Rights in the future) will be excluded for the purpose of calculating the Company’s ‘placement capacity’ in any rolling 12-month period under ASX Listing Rule 7.1 (and will therefore not reduce the 15% new security issue capacity available to the Company in such a 12-month period under the ASX Listing Rule referred to above).

Background to the Plan and the use of Restricted Rights for STVR grants

The proposed grant of the Restricted Rights the subject of Resolution 6 relates to the STVR component of Ms Gooderick’s total remuneration package for FY25. A total STVR award of $199,228 was made to Ms Gooderick in respect of FY25, of which $119,537 (60%) has been paid in cash, and the balance of $79,691 (40%) is proposed to be provided in the form of the Restricted Rights the subject of this Resolution 6 (on the basis that 100% of Ms Gooderick’s FY25 STVR award was earned). Details of Ms Gooderick’s total remuneration for FY25 (including details of the calculation of Ms Gooderick’s FY25 STVR award) are set out in the Remuneration Report. Ms Gooderick’s total remuneration package for FY26 is summarised in the Explanatory Statement for Resolution 4 above.

The Board views the outcomes of performance-based remuneration for FY25 as appropriately aligned to stakeholder interests, given the strong group and individual performance against annual objectives and progress towards strategic objectives made by the executive team (as described in the Remuneration Report).

The Board believes that a key component of the effective remuneration for the Company’s executives is the deferred component of the STVR, which, through the issue of Restricted Rights, drives shared performance objectives, links the Company’s executives’ remuneration to the Company’s performance and aligns the Company’s executives’ interests with sustainable value creation for Shareholders.

The type of equity security proposed to be granted to Ms Gooderick, being Restricted Rights, was chosen by the Board as the Board believes that: (a) Restricted Rights create a link between the performance of the Company and Ms Gooderick’s reward, and (b) share rights are commonly used by ASX-listed companies and create alignment between the interests of the holder and the company’s shareholders, but do not provide the holder with the full benefits of ownership of the underlying shares (such as dividend and voting rights) unless and until those share rights convert into shares.

If Shareholders do not approve Resolution 6 at the Meeting, the Company currently intends to issue to Ms Gooderick the same number of Restricted Rights on the same terms and conditions as those summarised in this Explanatory Statement in respect of Resolution 6, except that any Shares allocated or otherwise provided to Ms Gooderick (or to an employee share scheme trustee to be held for the benefit of Ms Gooderick) upon the exercise of those Restricted Rights will be required to be purchased on-market on the ASX (such that the exception to ASX Listing Rule 10.14 in ASX Listing Rule 10.16(b) (which is explained below) applies to those Restricted Rights). However, the Company reserves the right to not make such a grant in those circumstances and instead consider alternative arrangements to appropriately remunerate and incentivise Ms Gooderick at the time.

Material terms of the Restricted Rights and the Plan

In accordance with ASX Listing Rule 10.15, the material terms of the Restricted Rights the subject of Resolution 6 are summarised in the following table:

Term	Details
Instrument	If Resolution 6 is approved by Shareholders at the Meeting, Ms Gooderick will be granted
and	and issued 169,808 Restricted Rights. The basis on which this number of Restricted
number	Rights was calculated is summarised below. The Restricted Rights will (if Resolution 6 is
of Restricted	approved by Shareholders at the Meeting) be issued under (and subject to the terms and
Rights	conditions of) the Plan.
	Each Restricted Right is a Right that entitles Ms Gooderick (as the holder) to receive (for
	no consideration) the “Exercised Rights Value” (defined below), calculated on a per-
	Restricted Right basis, subject to the Restricted Right being exercised after the exercise
	restriction but before the end of the term of the Restricted Rights (as described below).
	In accordance with the Plan Rules, the per-Restricted Right “Exercised Rights Value” for
	each validly exercised Restricted Right may (at the discretion of the Board) be provided
	to Ms Gooderick in the form of Shares (being, in practice, one Share for each exercised

	Restricted Right, as explained below) or a cash payment. Accordingly, the maximum
	number of Shares that may be acquired by Ms Gooderick on the exercise of the Restricted
	Rights the subject of Resolution 6 is 169,808 Shares.
Price /	No cash consideration is payable by Ms Gooderick for the issue of the Restricted Rights
consideration	the subject of Resolution 6, as they are part of Ms Gooderick’s total remuneration package
payable	(details of which are set out above).
for
Restricted
Rights
Terms	The Restricted Rights will be issued to Ms Gooderick under and subject to the terms and
and	conditions of the Plan. The material terms and conditions of the Plan Rules are summarised
Conditions	in this Explanatory Statement in respect of Resolution 4 above.
Term	The Restricted Rights the subject of Resolution 6 have a term of 5 years from their date
	of issue and if, they are not exercised before the end of that term, they will automatically
	lapse.
Number	If Resolution 6 is approved by Shareholders at the Meeting, Ms Gooderick will be granted
and	and issued 169,808 Restricted Rights.
value	The STVR plan is designed to reward executives for achievement against annual
of	performance objectives set by the Board at the beginning of the performance period. The
Restricted	payment of an STVR award (whether in cash or in the form of Restricted Rights) is
Rights	dependent on performance against a range of outcome metrics. The performance metrics,
	and the outcomes of the assessment against those metrics, for FY25 STVR awards
	(including Ms Gooderick’s FY25 STVR award) are outlined in the Remuneration Report.
	Each person that received a STVR award for FY25 has a set target opportunity for that
	award, which was a percentage of their fixed remuneration for FY25 determined as part
	of their remuneration package. Ms Gooderick’s FY25 STVR award was $199,228. 40% of
	Ms Gooderick’s FY25 STVR award (being $79,691) has been determined to be the
	‘deferred’ component of Ms Gooderick’s FY25 STVR award and will (if Shareholders
	approve Resolution 6 at the Meeting) be provided to Ms Gooderick in the form of the
	Restricted Rights.
	The number of Restricted Rights that will be issued to Ms Gooderick (if Shareholders
	approve Resolution 6 at the Meeting) was determined by dividing the dollar value of the
	deferred component of Ms Gooderick’s FY25 STVR award ($79,691) by the 90 day VWAP
	of Shares up to the end of FY25, which was $0.4693. Using that methodology, the
	Restricted Rights have a per-Restricted Right value of $0.4693, with the 169,808
	Restricted Rights having a total value of $79,691. The actual value (if any) of the Restricted
	Rights will depend on whether the Restricted Rights are ultimately exercised and the Share
	price at the time of exercise.
Vesting	In accordance with the Plan Rules, there are no vesting conditions attached to the
Conditions	Restricted Rights, however, the exercise restriction described below applies to the
	Restricted Rights.
Exercise	In accordance with the Plan Rules, the Restricted Rights the subject of Resolution 6 will be
Restriction	subject to an exercise restriction in accordance with the FAR, under which Ms Gooderick
	may not exercise those Restricted Rights before 30 June 2028.

Cost of No cash amount will be payable by Ms Gooderick for the issue of the Restricted Rights as Restricted the value of those Restricted Rights constitutes 40% of the STVR component of her total remuneration package for FY25. Rights and Exercise The exercise price for the Restricted Rights is nil. Price

Exercise Subject to the exercise restriction described above, the Restricted Rights the subject of of Restricted Resolution 6 may be exercised by Ms Gooderick before the end of the term of the Restricted Rights Rights (as described above).

Upon the valid exercise of the Restricted Rights, Ms Gooderick will be entitled to receive the “Exercised Rights Value” (on a per-Restricted Right basis) for each exercised Restricted

Right. The Exercised Rights Value is calculated in accordance with the formula in the “Exercise of Vested Rights” section of the summary of the material terms of the Plan in the Explanatory Statement for Resolution 4 above. If the Company (at the discretion of the Board) elects to provide the Exercised Rights Value to Ms Gooderick in the form of Shares, the application of the formula above will result in Ms Gooderick receiving one Share for each exercised Restricted Right (as the Restricted Rights do not have an exercise price).

In accordance with the Plan Rules, any Shares into which exercised Restricted Rights convert may, at the Board’s discretion, be new Shares that are issued to Ms Gooderick or existing Shares (including Shares acquired on market by or on behalf of the Company or an employee share scheme trustee in relation to the Plan) that are transferred to (or to an employee share scheme trustee to be held for the benefit of) Ms Gooderick, or a combination of both. Alternatively, in accordance with the Plan Rules, the Board may determine that the exercised Restricted Rights are settled by the Company making a cash payment to Ms Gooderick of an amount equal to the Exercised Rights Value of those Restricted Rights (less any applicable tax and other withholding required by law). In accordance with the Plan Rules, the Board may also determine that exercised Restricted Rights are settled in a combination of Shares (whether new or existing Shares, or both) and a cash payment of an amount equal to the Exercised Rights Value (calculated on a perRestricted Right basis) (less any applicable tax and other withholding required by law).

Disposal In accordance with the Plan Rules, the Restricted Rights may not be disposed of or Restrictions transferred or otherwise dealt with (including encumbered or made subject to any interest in favour of any other person) and will lapse immediately on any such purported disposal, transfer or dealing, unless the transfer is effected by operation of law on death or legal incapacity to Ms Gooderick’s legal personal representative.

Any Shares issued or transferred to Ms Gooderick (or to an employee share scheme trustee to be held for the benefit of Ms Gooderick) in satisfaction of exercised Restricted Rights will be “Restricted Shares” (as defined in the Plan Rules), which are Shares that are subject to disposal restrictions imposed by the Company. The disposal restrictions that will apply to those Shares will, in summary, restrict those Shares from being sold or otherwise disposed of unless and until that sale or disposal would not result in a breach of the Company’s securities trading policy or the insider trading provisions of the Corporations Act. Otherwise, Ms Gooderick will be free to deal with any such Shares.

Termination The Plan Rules specify what will happen to the Restricted Rights if Ms Gooderick’s of employment with the ClearView Group is terminated (see the summary of those provisions Employment in this Explanatory Statement in respect of Resolution 4 above).

Voting and The Restricted Rights will not have any voting or dividend rights or entitlements. Shares Dividend issued to satisfy exercised Restricted Rights will have all of the rights and entitlements of Entitlements Shares currently on issue, including voting and dividend rights and entitlements, subject to the disposal restrictions described above.

The Restricted Rights the subject of Resolution 6 will be granted under, and subject to, the terms and conditions of the Plan Rules (except to the extent that the terms of Ms Gooderick’s Invitation in respect of those Restricted Rights, the material terms of which are summarised in the table above, are inconsistent with the Plan Rules, in which case the terms of Ms Gooderick’s Invitation prevail to the extent of the inconsistency). The material terms of the Plan Rules are summarised in this Explanatory Statement in respect of Resolution 4 above.

Additional information required to be provided by the ASX Listing Rules

In accordance with ASX Listing Rule 10.15, the following additional information is provided to Shareholders in connection with Resolution 6:

(a) As noted in this Explanatory Statement in respect of Resolution 4 above:
(i) as at the date of this Notice of Meeting, Ms Gooderick is the only Director (or other person referred to in ASX Listing Rule 10.14) entitled to participate in the Plan;
(ii) as at the date of this Notice of Meeting, no current Directors, other than Ms Gooderick, have been issued any equity securities (including Restricted Rights) under the Plan;

(iii) details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which the securities were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14; and
(iv) any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolution 6 is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule.
(b) Details of the number and type of securities (as defined in the ASX Listing Rules) that have previously been issued to Ms Gooderick under the Plan (and the acquisition price paid by Ms Gooderick for those securities) as at the date of this Notice of Meeting are set out in this Explanatory Statement in respect of Resolution 4 above.
(c) No loan will be made by the Company (or another ClearView Group member) to Ms Gooderick in relation to the grant or issue of the Restricted Rights the subject of Resolution 6.
(d) If Shareholders approve Resolution 6 at the Meeting, the Restricted Rights will be issued to Ms Gooderick as soon as practicable (and, in any event, within one month) after the date of the Meeting.
(e) A voting exclusion statement applies to this Resolution, as set out in the Notice of Meeting.

Recommendation

The Directors (other than Ms. Gooderick, who abstains from making a recommendation due to her interest in the Resolution) unanimously recommend that Shareholders vote in favour of Resolution 6.

The Chair intends to vote all available (including undirected) proxies in favour of Resolution 6 (subject to the applicable voting exclusions described in the Notice).

Resolution 7: Approval of Termination Benefits

The Company is seeking Shareholder approval at the AGM for the payment of a potential Termination Benefit to each of the following persons in relation to the Performance Rights previously granted to them (or, in the case of Ms Gooderick, which will be granted if Resolution 4 and/or Resolution 5 (as applicable) is approved at the Meeting) under the Plan in respect of their FY26 LTVR award:

Judilyn Beaumont;
Ashutosh Bhalerao
Christopher Blaxland-Walker;
Athol Chiert;
Joanne Faglioni;
Nadine Gooderick;
Nick Kulikov; and
Michael New.

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

Details of the termination benefit

From 2017, the Board has adopted a long-term incentive structure (being the LTVR component of eligible participants’ remuneration) delivered via grants of Performance Rights tested against performance hurdles and key objectives. The structure was approved by the Board, on recommendation of the Board’s Nomination and Remuneration Committee, on 21 June 2017, and subsequently awards and grants of Performance Rights have been made each year. Those Performance Rights were issued under the CWLRP (and subject to the Plan Rules), the material terms of which are summarised in the Explanatory Statement for Resolution 4 above. Each year, the Nomination and Remuneration Committee decides specific terms that are applicable to each year’s award where relevant.

At the 2017, 2018, 2019, 2020, 2021, 2023 and 2024 ClearView annual general meetings, Shareholders approved a termination benefit being paid to “Participants” (as that term is defined in the respective notice of meeting convening the relevant annual general meeting) under the applicable long-term incentive plan in place for the number of Performance Rights allocated to each “Participant”, however, as at the date of this Notice, no termination benefit has been paid since Shareholder approval was granted.

Shareholder approval was not sought at the 2022 annual general meeting due to a delay in the annual grant process

because of the strategic review process (which concluded on 2 November 2022). The Board has approved the issue and grant of the following LTVR Performance Rights and interim LTVR Performance Rights to the following Participants for FY26:

Participants	FY26 LTVR	Interim LTVR
Nadine Gooderick*	1,342,344	268,469
Athol Chiert	740,604	185,151
Judilyn Beaumont	713,942	178,485
Christopher Blaxland-Walker	618,700	154,675
Nick Kulikov	657,360
Joanne Faglioni	595,001
Michael New	570,265
Ashutosh Bhalerao	645,362

Subject to the approval of the grant and issue of the relevant Performance Rights to Ms Gooderick by Shareholders at the AGM (see the Explanatory Statement in respect of Resolution 4 and Resolution 5 above).

Each vested Performance Right entitles its holder to the per-Performance Right “Exercised Rights Value”, which may be provided in the form of Shares or a cash payment (or a combination of both), as explained in the Explanatory Statement to Resolution 4 and Resolution 5 above. The FY26 LTVR Performance Rights vest if the Company meets certain performance hurdles and if the relevant Participant remains employed by the ClearView Group on 30 June 2029. If the performance hurdles that apply to the FY26 LTVR Performance Rights are not met, or the Participant ceases to be employed before the end of the vesting period, the unvested FY26 LTVR Performance Rights lapse or are forfeited (subject to limited exceptions). The only performance-based vesting condition or performance hurdle attached to the FY26 LTVR Performance Rights is that described in the “Vesting Conditions” section of the first table in the “Material terms of the Performance Rights” section of the Explanatory Statement to Resolution 4 above. If the holder of FY26 interim LTVR Performance Rights ceases employment during the applicable measurement period (being FY26), their FY26 interim LTVR Performance Rights will be forfeited on a pro rata basis (based on the proportion that the remainder of the measurement period bears to the entire measurement period), unless otherwise determined by the Board. If the performance hurdles that apply to the FY26 interim LTVR Performance Rights are not met, the unvested FY26 LTVR Performance Rights lapse or are forfeited (subject to limited exceptions). The only performance-based vesting condition or performance hurdle attached to the FY26 LTVR Performance Rights is that described in the “Vesting Conditions” section of the first table in the “Material terms of the Performance Rights” section of the Explanatory Statement to Resolution 5 above.

In respect of the FY26 LTVR Performance Rights, each Participant has a set LTVR dollar value determined as part of their remuneration package for FY26. This dollar value was converted into the number of FY26 LTVR Performance Rights for each Participant set out in the table above by dividing the dollar value of each Participant’s FY26 LTVR award by $0.5401, being the VWAP of Shares over the 10-trading day period following the release of the Company’s FY25 financial results. Each applicable Participant’s FY26 interim LTVR dollar value (as determined by the Board) was also converted into the number of FY26 interim LTVR Performance Rights for each Participant set out in the table above by dividing the dollar value of each Participant’s FY26 interim LTVR award by that VWAP of Shares.

The actual value (if any) of the Performance Rights held by the Participants will depend on whether the applicable vesting conditions are satisfied (or, if applicable, waived), whether the Performance Rights are ultimately exercised, and the Share price at the time of exercise of the relevant Performance Rights.

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 retirement from an office, or position of employment, if they hold (or held in the previous 3 years) a “managerial or executive office” in the company or a related body corporate (“ 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 automatic or accelerated vesting of Performance Rights in connection with a Participant ceasing to be employed by the Company (or a related body corporate of the Company).

The Plan Rules give the Board discretion to (subject to compliance with Prudential Standard CPS 511 ( CPS 511 ) and the FAR):

waive the vesting conditions that apply to a Participant’s Performance Rights, including in circumstances where the Participant ceases to be an employee of the ClearView Group; and
to waive the requirement that a Participant’s unvested Performance Rights be forfeited if they cease to be an employee of the 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 (and the benefit that the Participant receives as a result of that exercise) may constitute a Termination Benefit (the giving of which is not otherwise exempt under the Corporations Act at the applicable time).

As such, the Company seeks Shareholder approval for the purposes of sections 200B and 200E of the Corporations Act for the giving of the benefit to each Participant in the form of the retention of the unvested Performance Rights held by the Participant or the vesting of the Performance Rights held by the Participant (as a result of the exercise of the Board’s discretion under the Plan Rules), as set out below, in connection with the cessation of their employment with the ClearView Group, in accordance with the terms and conditions of the Plan Rules.

Details of discretionary vesting and provisions relating to cessation of employment

Under the Plan 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 ASX Listing Rules and any other applicable laws and regulations).

Performance Rights are forfeited by Participants in certain circumstances specified by the Plan Rules, including if a Participant ceases to be employed by the ClearView Group, except as otherwise stated in the relevant Participant’s invitation letter in respect of the Performance Rights. Under the Plan Rules, if a Participant ceases to be an employee in circumstances such as death, total or permanent disability, genuine redundancy or other circumstances determined by the Board in its discretion (and subject to compliance with Prudential Standard CPS 511 and the FAR) (Qualifying Cessation) then unvested Performance Rights may 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. As noted above, if the holder of FY26 interim LTVR Performance Rights ceases employment during the applicable measurement period (being FY26), their FY26 interim LTVR Performance Rights will be forfeited on a pro rata basis (based on the proportion that the remainder of the measurement period bears to the entire measurement period), unless otherwise determined by the Board.

Taken together, the provisions of the Plan Rules (and, where relevant, the Participant’s invitation letter) give the Board discretion to permit a Participant to keep all or some of their unvested Performance Rights on cessation of employment, and to have those Performance Rights vest notwithstanding any outstanding performance or exercise hurdles.

At the date of the Notice of Meeting, 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 all or some of 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

sections 200B and 200E of the Corporations Act in order to give the Board flexibility to determine that a Termination Benefit should be given to the Participant (by allowing the relevant Participant to retain their unvested Performance Rights or by causing the Participant’s Performance Rights to vest) by exercising the Board’s discretion under the Plan Rules.

The Company will calculate the value of any Termination Benefit of the kind described above given in connection with a Participant ceasing to be employed by the ClearView Group as the value of either the unvested Performance Rights retained by the Participant or the vested Performance Rights held by the Participant (as applicable) at the relevant time. The value of any such Termination Benefit cannot presently be ascertained as it will depend on a number of factors (not all of which are within the Company’s control). Matters, events and circumstances that will, or are likely to, affect the calculation of that value are:

the number of Performance Rights held by the relevant Participant at the time of cessation of their employment;
whether, and the extent to which, the vesting conditions attaching to those Performance Rights are waived or (if not waived) met;
the circumstances in which the Participant ceases employment with the ClearView Group;
any relevant terms in that Participant’s employment agreement;
the Participant’s length of service with the ClearView Group and the portion of any relevant performance or vesting periods that have expired at the time they cease employment with the ClearView Group;
the market price of Shares traded on the ASX at the time of cessation of the Participant’s employment with the ClearView Group;
any other factors that the Board determines to be relevant when exercising a discretion (such as its assessment of the individual’s performance up to the time of cessation of the Participant’s employment with the ClearView Group); and
any changes in laws, regulations or market practice between the date of this Notice of Meeting and the time that the Participant ceases employment with the ClearView Group.

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 sections 200B and 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.

A voting exclusion statement applies to this Resolution, as set out in the Notice.

Recommendation

The Directors (other than Ms. Gooderick, who abstains from making a recommendation due to her interest in the Resolution) unanimously recommend that Shareholders vote in favour of Resolution 7.

The Chair intends to vote all available (including undirected) proxies in favour of Resolution 7 (subject to the applicable voting exclusions described in the Notice).

Glossary – Defined Terms

In this Explanatory Statement, unless the context otherwise requires:

Annual General Meeting , AGM , Meeting or meeting means the annual general meeting of ClearView, which is scheduled to be held on Thursday, 6 November 2025 at 10.00am (Sydney time).

Annual Report means the annual report of the Company prepared for the year ended 30 June 2025.

Associate has the meaning given to it in the ASX Listing Rules or the Corporations Act, as the context requires.

ASX means ASX Limited ACN 008 624 691 or the securities market which it operates, as the context requires.

ASX Listing Rule means a listing rule of the ASX.

Auditor means Ernst & Young.

Auditor’s Report means the report prepared by the Auditor in relation to the Financial Statements, as set out in the Annual Report.

Board means the board of Directors of the Company.

Chair means the person elected as the chairperson of the Annual General Meeting.

ClearView or the Company means ClearView Wealth Limited ACN 106 248 248.

ClearView Group or 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 dependent 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 for the purposes of that definition.

Computershare means Computershare Investor Services Pty Limited ACN 078 279 277.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

CWLRP or Plan has the meaning given to it in the Explanatory Statement in respect of Resolution 4.

Directors means the directors of the Company as at the date of this Notice of Meeting and Director means any one of them.

Directors’ Report means the report of the Directors for the year ended 30 June 2025, as set out in the Annual Report.

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

Financial Report means the financial report of the Company for the year ended 30 June 2025.

Financial Statements means the financial statements of the Company for the year ended 30 June 2025.

FY25 means the financial year ended 30 June 2025.

FY26 means the financial year ending 30 June 2026.

Key Management Personnel has the meaning given to that term in the Corporations Act and, in summary, means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) who are identified in the Remuneration Report.

LTVR means long term variable remuneration.

Managing Director means Ms. Nadine Gooderick, the Company’s Managing Director and Chief Executive Officer.

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

Performance Right means a performance right granted to a Participant in the CWLRP and on the terms set out in the Plan Rules and the individual participant’s invitation letter.

Plan Rules means the rules that established and govern the Plan (as amended from time to time).

Remuneration Report means the remuneration report of the Company for the year ended 30 June 2025, which is contained in the Annual Report.

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

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

Restricted Rights means Rights which are not subject to performance or service vesting conditions and are fully vested at the time of being granted (unless another grant date is specified in the relevant Invitation) and which may be subject to a disposal restriction imposed by the Company.

Share means a fully paid ordinary share in the Company.

Shareholder means a registered holder of at least one Share.

STVR means short term variable remuneration.

Termination Benefit has the meaning given to that term in the section of the Explanatory Statement entitled ‘Resolution 7: Approval of Termination Benefits’.

VWAP means volume weighted average price of the relevant Shares traded on ASX.

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ClearView Wealth Limited ABN 83 106 248 248

Need assistance?

Phone:

1300 855 080 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

CVW

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

ClearView Wealth Limited Annual General Meeting

The ClearView Wealth Limited Annual General Meeting will be held on Thursday, 6 November 2025 at

10:00am (AEDT). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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

For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Tuesday, 4 November 2025.

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ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/M4AN79S

For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide

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ATTENDING THE MEETING IN PERSON

The meeting will be held at:

ClearView Wealth Limited, Level 15, 20 Bond Street, Sydney, NSW 2000

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

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ClearView Wealth Limited ABN 83 106 248 248

Need assistance?

Phone:

1300 855 080 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

CVW

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Tuesday, 4 November 2025.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

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.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

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

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002/i12

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.



I 9999999999

I ND

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 Chairman OR of the Meeting

XX

PLEASE NOTE: Leave this box blank if 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 ClearView Wealth Limited, Level 15, 20 Bond Street, Sydney, NSW 2000 and as a virtual meeting on Thursday, 6 November 2025 at 10:00am (AEDT) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 4, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 4, 5, 6 and 7 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 1 Adoption of Remuneration Report (non-binding resolution)	Resolution 1 Adoption of Remuneration Report (non-binding resolution)	Resolution 1 Adoption of Remuneration Report (non-binding resolution)	Resolution 1 Adoption of Remuneration Report (non-binding resolution)	Resolution 1 Adoption of Remuneration Report (non-binding resolution)	Resolution 1 Adoption of Remuneration Report (non-binding resolution)
Resolution 2 Re-election of Gary Burg as a Director
Resolution 3 Election of Linda Scott as a Director

Resolution 4 Approval for the grant and issue of the FY26 LTVR Performance Rights to a Director – Ms. Nadine Gooderick

Resolution 5 Approval for the grant and issue of the FY26 interim LTVR Performance Rights to a Director – Ms. Nadine Gooderick
Resolution 6 Approval for the grant and issue of Restricted Rights to a Director – Ms. Nadine Gooderick
Resolution 7 Approval of Termination Benefits

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.

Step 3 Signature of Securityholder(s)

This section must be completed.

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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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C VW

3 2 0 4 8 3 A

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ClearView Wealth Limited ABN 83 106 248 248

CVWRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SUBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in ClearView Wealth Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);
ASX trading code;
Name of company in which security is held;
Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

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AI assistant

CLEARVIEW WEALTH LIMITED — AGM Information 2025

64733_rns_2025-10-07_588cdd63-dafb-4d60-9c43-660703240ddc.pdf

Market release

ClearView 2025 Notice of Annual General Meeting

Approval of Announcement

About ClearView

ASX Code: CVW

ClearView

Notice of 2025 Annual General Meeting

Notice of Meeting

Attending the meeting online

Questions

Defined Terms

Items of Business

Financial Report, Directors’ Report and Auditor’s Report

Resolution 1: Adoption of Remuneration Report (non-binding resolution)

Voting Exclusion Statement

Resolution 2: Re-election of Gary Burg as a Director

Resolution 3: Election of Linda Scott as a Director

Voting Exclusion Statement

Voting Exclusion Statement

Resolution 6: Approval for the grant and issue of Restricted Rights to a Director – Ms. Nadine Gooderick

Voting Exclusion Statement

Resolution 7: Approval of Termination Benefits

Notice of Meeting and Explanatory Statement

Determination of entitlement to attend and vote

Voting exclusion statements

Hybrid meeting

Resolution by Poll

Proxies

Proxy voting by Key Management Personnel

Chair intends to vote any available (including undirected) proxies in favour of all Resolutions

Where to lodge a proxy

Admission to the Meeting

Questions and comments by Shareholders at the Meeting

Technical difficulties

Explanatory Statement to the Notice of Annual General Meeting

Financial Report, Directors’ Report and Auditor’s Reports

Resolution 1: Adoption of Remuneration Report

Recommendation

Resolution 2: Re-election of Gary Burg as a Director

Recommendation

Resolution 3: Election of Linda Scott as a Director

Recommendation

Resolution 4: Approval for the grant and issue of the FY26 LTVR Performance Rights to a Director – Ms. Nadine Gooderick

Why is Shareholder approval being sought?

Background to the Plan and the use of Performance Rights for LTVR grants

Material terms of the Performance Rights and the Plan

Additional information required to be provided by the ASX Listing Rules

Recommendation

Resolution 5: Approval for the grant and issue of the FY26 interim LTVR Performance Rights to a Director – Ms. Nadine Gooderick

Why is Shareholder approval being sought?

Background to the Plan and the use of Performance Rights for the interim LTVR grant

Material terms of the Performance Rights and the Plan

Additional information required to be provided by the ASX Listing Rules

Recommendation

Resolution 6: Approval for the grant and issue of Restricted Rights to a Director – Ms. Nadine Gooderick

Why is Shareholder approval being sought?

Background to the Plan and the use of Restricted Rights for STVR grants

Material terms of the Restricted Rights and the Plan

Additional information required to be provided by the ASX Listing Rules

Recommendation

Resolution 7: Approval of Termination Benefits

Details of the termination benefit

Why is approval being sought?

Details of discretionary vesting and provisions relating to cessation of employment

Other matters

Recommendation

Glossary – Defined Terms

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CVW

ClearView Wealth Limited Annual General Meeting

MAKE YOUR VOTE COUNT

ATTENDING THE MEETING VIRTUALLY

ATTENDING THE MEETING IN PERSON

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CLEARVIEW WEALTH LIMITED AGM Information 2025