ECP EMERGING GROWTH LIMITED — AGM Information 2014

Sep 18, 2014

NOTICE OF ANNUAL GENERAL MEETING

BARRACK ST INVESTMENTS LIMITED

Item 3

Resolution 1 – Re- election of director

To consider, and if in favour, to pass the following as an ordinary resolution:

ACN 167 689 821

Date: Thursday 23rd October 2014

Time: 14:00 Location: Level 1 12 O’Connell Street Sydney NSW 2000 Tel +61 2 8815 5400 Fax +61 2 8815 5401

‘That Dr Manny Pohl, who retires by rotation under rule 19.3 of the Company’s constitution and being eligible, having offered himself for re-election, be elected as a director of the Company.’

Note: Information about Dr Pohl appears in the Explanatory Memorandum. The Directors recommend that you vote in favour of this resolution.

Dated: 10 September 2014

By order of the board

Brian Jones

Notice is hereby given that the Annual General Meeting of Barrack St Investments Limited ( Company ) will be held at:

Level 1 Location 12 O’Connell Street Sydney NSW 2000 Date Thursday 23rd October 2014 Time 14:00

To transact the following business:

Item 1 Financial statements and reports

To receive and consider the Company’s financial reports and the reports of the directors and the auditor for the financial year ended 30 June 2014.

Item 2 Directors’ remuneration report

It is usual at an Annual General Meeting and required under section 250R(2) Corporations Act 2001 (Cth) ( Corporations Act), to consider the remuneration report of directors. For the period since the incorporation date of the company on 23 January 2014 to 30 June 2014, the directors have not received any remuneration from the company and so no report has been prepared and no resolution is required.

Company secretary

Notes

• (a) A shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (b) The proxy need not be a shareholder of the Company. A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• (c) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form.

• (d) A corporation may elect to appoint a representative, rather than appoint a proxy, under the Corporations Act 2001 (Cth) in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.

• (e) The Company has determined under regulation 7.11.37 Corporations Regulations 2001 that for the purpose of voting at the meeting or adjourned meeting, securities are taken to be held by those persons recorded in the Company’s register of shareholders as at 7.00pm (Sydney time) on 21 October 2014.

• (f) If you have any queries on how to cast your votes call Brian Jones on +61 2 8815 5400 during business hours.

• (g) Proxies must be received before 14:00 (Sydney time) on 21 October 2014 by one of the following methods:

By post: Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

By Level 7, 207 Kent Street delivery: SYDNEY NSW 2000

By In Australia (02) 1300 737 760 facsimile: From outside Australia + 61 2 9290 9655

The Company reserves the right to declare invalid any proxy not received in this manner.

Voting Exclusion Statement

In accordance with Listing Rules 14.11, the Company will disregard any votes cast on each resolution as applicable. However, the Company need not disregard a vote if:

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

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

Explanatory memorandum

BARRACK ST INVESTMENTS LIMITED

ACN 167 689 821

Financial statements and reports

• 1 The Corporations Act 2001 (Cth) ( Corporations Act ) requires that the report of the directors, the auditor’s report and the financial report be laid before the annual general meeting. In addition the Company’s constitution provides for these reports to be received and considered at the meeting.

• 2 Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Company’s constitution requires a vote of shareholders at the annual general meeting on the financial statements and reports.

• 3 Shareholders will be given reasonable opportunity at the meeting to raise questions and make comments on these reports.

• 4 In addition to asking questions at the meeting, shareholders may address written questions to the chairman about the management of the Company or to the Company’s auditor Mr Joseph Pien if the question is relevant to:

• (a) the content of the auditor’s report; or

• (b) the conduct of its audit of the annual financial report to be considered at the meeting.

Note: Under section 250PA(1) Corporations Act a shareholder must submit the question to the Company no later than the fifth business day before the day on which the AGM is held. Written questions for the auditor must be delivered by 14 October 2014. Please send any written questions for Mr Leslie Pines to Suite 1 102 Spofforth Street Cremorne NSW 2090.

Directors’ Remuneration Report

The Corporations Act requires that the section of the directors’ report dealing with the remuneration of directors, the company secretary and up to five senior executives (Remuneration Report) be put to the vote of shareholders for adoption. Between 23 January 2014 (date of incorporation) and 30 June 2014 the company did not pay any remuneration to the directors or company secretary and there is no report this year.

Re- election of director

Resolution 2: Re-election of Dr Manny Pohl

5 In terms of clause 19.3 of the constitution at every annual general meeting, one third of the directors (other than the Managing Director) must retire from office. A director (other than the Managing Director) must retire from office at the conclusion of the third annual general meeting after which the director was elected or re – elected. A director who is required to retire under this rule retains office until the dissolution or adjournment of the meeting at which the retiring director retires. The director to retire at an Annual General Meeting is the one who has been longest in office since his last election. A retiring Director is eligible for re-election. Dr Manny Pohl is the Chairman and CEO of investment house EC Pohl & Co which he founded after he stepped down as Managing Director and Chair of the Investment Committee of Hyperion Asset Management Limited.

The Directors recommend you vote in favour of this resolution.

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All Correspondence to:

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Level 7, 207 Kent Street, Sydney NSW 2000 Australia  By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

• By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 2:00pm AEDT on Tuesday 21 October 2014.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 2:00pm AEDT on Tuesday 21 October 2014. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

• By Fax + 61 2 9290 9655

• By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Level 7, 207 Kent Street,

• In Person Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Barrack St Investments Limited ACN 167 689 821

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Barrack St Investments Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Level 1, 12 O’Connell Street, Sydney NSW 2000 on Thursday 23 October 2014 at 2:00pm AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

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For Against Abstain
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Resolution 1 To re-elect Dr Manny Pohl as a Director

STEP 3 SIGNATURE OF SHAREHOLDERS

This form must be signed to enable your directions to be implemented.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2014
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