EXCELSIOR CAPITAL LTD — AGM Information 2019

Oct 24, 2019

Excelsior Capital Limited ABN 98 050 542 553 18-20 Railway Road, Meadowbank, NSW 2114, Australia Telephone: (02) 9807 6155 Facsimile: (02) 9808 4155 Email: corporate@cmilimited.com.au

www.cmilimited.com.au

25 October 2019

NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM Excelsior Capital Limited (ASX: ECL)

Pursuant to Listing Rule 3.17.1, a copy of the following documents are attached:

• Notice of Annual General Meeting – 27 November 2019; and

• Proxy Form

These documents have been dispatched to shareholders today, 25 October 2019.

Michael Copeland Company Secretary +61 (2) 9238 4268

About Excelsior (ASX: ECL): Excelsior is a listed Investment Entity, originally established in 1991, and listed on the ASX in 1993. Excelsior Capital Limited’s operations comprise the design and distribution of electrical components and cables for resource and infrastructure applications through its Electrical Division and a substantial investment portfolio.

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of shareholders of Excelsior Capital Limited (“Excelsior” or “the Company”) will be held as follows:

Date of Meeting: Wednesday 27 November 2019

Time of Meeting: 11.00am (Australian Eastern Daylight Time)

Place of Meeting: Meeting Room IV

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ABN 98 050 542 553 Excelsior Capital Limited

Notice of Annual General Meeting continued

Business

1. Financial Report

To receive and consider the Financial Report for the year ended 30 June 2019 and the reports of the Directors and the Auditor, as set out in the 2019 Annual Report.

Voting Entitlement

The Board has determined in accordance with the Constitution and the Corporations Regulations that a person’s entitlement to vote at the AGM will be taken to be the entitlement of that person shown in the Register of Shareholders at 7.00pm (AEDT) on Monday 25 November 2019.

There is no vote required on this item.

2. To re-elect or elect Directors

• (a) Mr Danny Herceg, having been appointed a Director since the last AGM of the Company, in accordance with Rule 46(d) of the Company’s Constitution (the “Constitution”) ceases to hold office and, being eligible, is elected as a Director.

• (b) Mr Michael Copeland, having been appointed a Director since the last AGM of the Company, in accordance with Rule 46(d) of the Constitution ceases to hold office and, being eligible, is elected as a Director.

3. Remuneration Report

To consider, and if thought fit, to pass the following non-binding resolution as an ordinary resolution:

“ That the Remuneration Report for the yearended 30 June 2019 be adopted”.

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting restrictions apply to the Company’s key management personnel (“KMP”) and their closely related parties, which also affect proxy voting. Full details are included in the Notes Relating to Voting commencing on page 5.

In particular, please note that if the Chairman of the meeting is appointed as your proxy, and you have not directed him how to vote, then by completing and returning the proxy form you will be expressly authorising the Chairman of the meeting to exercise your undirected proxy on resolutions 2 and 3 even though the resolutions are connected with the remuneration of the Company’s KMP.

The Explanatory Notes and Notes Relating to Voting form part of this Notice of Meeting.

By Order of the Board

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Michael Copeland Company Secretary

Level 29, Chifley Tower Chifley Square, NSW, 2000 25 October 2019

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Notice of Annual General Meeting continued

Explanatory Notes

1. Financial and Statutory Reports

As required by section 317 of the Corporations Act 2001 (Cth) (“Corporations Act”), the

• Financial Report;

• Reports of the Directors; and

• Auditor for the financial year ended 30 June 2019,

will be laid before the meeting.

During this item of business, shareholders will be given a reasonable opportunity to ask questions and make comments about the reports and the business and management of the Company. Shareholders will also be given a reasonable opportunity to ask a representative of the Company’s Auditor, Ernst and Young, questions in relation to the conduct of the audit (including the independence of the Auditor), and the accounting policies adopted by the Company.

2. Election and Re-election of Directors

Rule 48 of the Constitution specifies that at every Annual General Meeting of the Company, one third of the Directors who have been longest in office since the date of their last election or appointment (excluding the Managing Director and any Director not yet elected) must retire and may seek re-election. In addition, no Director may hold office without re-election beyond the third AGM following the meeting at which the Director was last elected or re-elected.

(a) Election of Director – Mr Danny Herceg

Danny Herceg was appointed as Director by the Board since the AGM of the Company in accordance with Rule 46(d) of the Constitution, Mr Herceg now retires and offers himself for election as a director at the AGM.

Danny’s practice is focused on initial public offerings, secondary market capital raisings, capital market divestments, public and private M&A, strategic divestments and restructures, demergers / spin-offs, takeover defences and commercial negotiations. He has been advising Australian and international enterprises for over 18 years.

Danny has been a partner in several major Australian law firms, as well as working as a foreign lawyer in the head office of an international law firm in Chicago, gaining experience in US capital markets. He now leads his own boutique firm. Danny has been on the board of several ASX listed companies.

Recommendation

The Board (with Mr Herceg abstaining) unanimously recommend that shareholders vote IN FAVOUR of the election of Mr Herceg.

(b) Election of Director – Mr Michael Copeland

Michael Copeland was appointed as Director by the Board since the last AGM of the Company in accordance with Rule 46(d) of the Constitution, Mr Copeland now retires and now offers himself for election as a Director at the AGM.

Michael joined the Board on 23 September 2019 as executive finance director. Michael joined Excelsior in January 2019 and was appointed Company Secretary in May 2019. He has held senior finance related positions at several ASX listed companies, the most recent being at Resimac Limited. Michael is a Certified Practicing Accountant.

Recommendation

The Board (with Mr Copeland abstaining) unanimously recommend that shareholders vote IN FAVOUR of the election of Mr Copeland.

Danny joined the Board on 4 October 2019 as independent non-executive Chairman.

Danny is a senior corporate and commercial lawyer having previously served as a Director of Excelsior from 2007 to 2014.

Excelsior Capital Limited Page 3 of 8

Notice of Annual General Meeting continued

3. Remuneration Report

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out on pages 10 to 17 of the 2019 Annual Report and is also available from the Company’s website (www.cmilimited.com.au).

The Remuneration Report:

• outlines the key developments that impacted on Excelsior’s remuneration strategy during 2019;

• explains the Board’s policies in relation to the objectives and structure of remuneration;

• highlights the links between the Company’s performance and the remuneration received by Directors and KMP;

• explains the components of remuneration of Directors and KMP, including relevant performance conditions; and

• sets out the remuneration details for the Directors and other KMP of the Group.

The shareholder vote on the Remuneration Report is advisory only and does not bind the Directors or the Company, in accordance with section 250R of the Corporations Act.

A reasonable opportunity for discussion of the Remuneration Report will be provided at the AGM.

Voting restrictions apply in relation to this resolution and are described in the Notes Relating to Voting Exclusions commencing on page 5.

RECOMMENDATION

The Board recommends that shareholders vote IN FAVOUR of adopting the Remuneration Report.

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Notice of Annual General Meeting continued

Notes Relating to Voting

1. Entitlement Time

The Board has determined in accordance with the Company’s Constitution and the Corporations Regulations that a person’s entitlement to vote at the AGM will be taken to be the entitlement of that person shown in the Register of Shareholders at 7.00pm (AEDT) on Monday 25 November 2019.

2. Voting Exclusions

Resolution 3

The Company will disregard any votes cast on resolution 3:

• by or on behalf of a member of the Company’s KMP named in the Company’s Remuneration Report for the year ended 30 June 2019 or their closely related parties, regardless of the capacity in which the vote is cast; or

• as a proxy by a person who is a member of the Company’s KMP at the date of the meeting or their closely related parties,

unless the vote is cast as proxy for a person entitled to vote on resolution 3:

• in accordance with a direction in the proxy form; or

• by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy.

3. Voting Entitlement on a Poll

4. Proxies

On a poll, every shareholder has one vote for every fully paid ordinary share held.

The following information is relevant if you wish to appoint a proxy to vote on your behalf on resolutions at the AGM.

The Chairman of the Annual General Meeting acting as proxy

You may appoint the Chairman of the AGM as your proxy. In addition, the Chairman of the meeting is deemed to be appointed where a signed proxy form is returned which does not contain the name of the proxy or where the person appointed on the form is absent.

If a shareholder directs the Chairman how to vote on an item of business, the Chairman must vote in accordance with the direction. For proxies without voting instructions that are exercisable by the Chairman, the Chairman intends to vote all available proxies in favour of the resolutions in items 2 and 3.

In relation to each of the remuneration-related resolutions (being resolution 3), if the Chairman of the meeting is appointed as your proxy, and you have not directed your proxy how to vote on the relevant resolution, please note that by completing and returning the proxy form accompanying this Notice you will be expressly authorising the Chairman of the meeting to exercise your undirected proxy on these resolutions even though they are connected with the remuneration of the Company’s KMP.

On a poll, every shareholder has one vote for every fully paid ordinary share held.

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Notice of Annual General Meeting continued

Directing your proxy on how to vote

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form.

If you mark the abstain box for a particular item you are directing your proxy not to vote on your behalf and your shares will not be counted in computing the required majority on a poll.

If you do not mark a voting instructions box in respect of a resolution your proxy can vote as he or she decides, subject to any voting exclusions that apply to the proxy.

Does the proxy you appoint need to be a shareholder?

A proxy may be an individual or a body corporate, and need not be a shareholder of the Company.

Appointing two proxies

A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. If you wish to appoint two proxies please obtain a second proxy form by telephoning Link Market Services on 1300 554 474.

Both forms should be completed specifying the nominated percentage or number of your votes given to each proxy. Please return both proxy forms together.

If the proxy forms do not specify the proportion or number of your votes, each proxy may exercise half of the votes. Where more than one proxy is appointed and both attend the meeting, neither proxy is entitled to vote on a show of hands.

Appointment of a body corporate representative as a proxy

Where a shareholder appoints a body corporate as proxy, that body corporate will need to ensure that:

250D of the Corporations Act (the

“Certificate of Appointment of Corporate Representative” that can be obtained from the Share Registry can be used for this purpose); and

• the instrument appointing the corporate representative is received by the Company at its registered office by the time referred to below.

Completing the proxy form

A proxy form must be signed by the shareholder or his/her attorney or, in the case of a corporation, executed in accordance with section 127 of the Corporations Act or signed by an authorised officer or attorney. If the proxy form is signed by an attorney or by the authorised officer of a corporation, the power of attorney or other authority (or a notarially certified copy) must accompany the form unless it has previously been provided to the Company. If the proxy form is sent electronically or by fax, any accompanying power of attorney or other authority must be certified.

Lodgement of a proxy form

Proxy forms (and any power of attorney of which it is signed) must be received at the address given below by 11.00am (AEDT) on Monday 25 November 2019 , being no later than 48 hours before the commencement of the meeting. Any proxy form received after that time will not be valid for the scheduled Meeting.

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

• Online

www.linkmarketservices.com.au

• By Hand Link Market Services Limited[1] 1A Homebush Bay Drive Rhodes NSW 2138; or

• it appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section

Level 12 680 George Street Sydney NSW 2000

1 During business hours (Monday to Friday, 9.00am-5.00pm)

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Notice of Annual General Meeting continued

• By Mail Excelsior Capital Limited C/- Link Market Services Limited, Locked Bag A14, Sydney South, NSW, 1235;

• By Fax +61 2 9287 0309

• Appointing an attorney to vote on your behalf

Where a shareholder appoints an attorney to act on his/her behalf at the meeting, such appointment must be made by a duly executed power of attorney. The power of attorney must be received by the Company at Link Market Services by hand or post as set out in section 4, by the time referred to in section 4.

6. Appointing a corporate representative

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

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Notice of Annual General Meeting continued

AGM venue location

The Fullerton Hotel Sydney (formerly The Westin Sydney)

GETTING TO THE AGM

AGM Venue

The Excelsior AGM will be held in Meeting Room IV of The Fullerton Hotel Sydney, 1 Martin Place, Sydney.

Car Parking

Car parking is available in several locations nearby at:

• Secure Parking, 109 Pitt Street

• Secure Parking, No.1 Martin Place

• Wilson Parking, 19-21 Martin Place

Public Transport

• Taxi ranks are located immediately outside the venue on Pitt Street.

• Martin Place, Wynyard and Town Hall train stations are located a short walk from the venue.

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Excelsior Capital Limited Page 8 of 8

ABN 98 050 542 553

Excelsior Capital Limited

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au BY MAIL  Excelsior Capital Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

PROXY FORM

I/We being a member(s) of Excelsior Capital Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am (AEDT) on Wednesday, 27 November 2019 at Meeting Room IV, The Fullerton Hotel Sydney, 1 Martin Place, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 3, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• For Against Abstain *

• 2a To elect Mr Danny Herceg as a Director

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• 2b To elect Mr Michael Copeland as a Director

• 3 Remuneration Report

 * 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 votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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

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

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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

APPOINTMENT OF PROXY

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

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (AEDT) on Monday, 25 November 2019, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

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

• ONLINE

www.linkmarketservices.com.au

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

BY MAIL



Excelsior Capital Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

• +61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

or

Level 12 680 George Street Sydney NSW 2000

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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; and

• During business hours (Monday to Friday, 9:00am–5:00pm)

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

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

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

CORPORATE REPRESENTATIVES

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

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.