EXCELSIOR CAPITAL LTD — Proxy Solicitation & Information Statement 2020

Nov 11, 2020

Excelsior Capital Limited ABN 98 050 542 553 Level 29, Chifley Tower

2 Chifley Square, Sydney, NSW, 2000, Australia Telephone: (02) 9238 4267 Email: investor@excelsiorcapital.com.au www.cmilimited.com.au

12 November 2020

Excelsior Capital Limited (ASX: ECL) Notice of Extraordinary General Meeting

Dear Shareholder

Extraordinary General Meeting

On behalf of the Board, we refer to Excelsior Capital Limited (ASX:ECL) ( Company ) announcement of 27 October 2020 and advise that an extraordinary general meeting ( EGM ) requested under sections 249D and 249D by Requestioning Shareholders will be held as a virtual meeting due to potential health risks created by the COVID-19 pandemic, current restrictions imposed by the government and temporary modifications to the Corporations Act.

The EGM will be held at 11.00 am (Sydney time) on Friday, 18 December 2020.

ECL encourages all shareholders to vote and ask questions in advance of the meeting at www.linkmarketservices.com.au. To attend and participate at the EGM, you will need to log in to https://agmlive.link/ECLEGM20, which is an online platform by our share registry, Link Market Services. Registration will be opened from 10.30 am on Friday, 18 December 2020.

A copy of the Company's Notice of Meeting of EGM ( Notice ) and proxy form released to the ASX today are also available on the Company’s web page at http://www.cmilimited.com.au/. The EGM will consider at the request of Requestioning Shareholders the following ordinary EGM resolution:

1. Removal of Mr Danny Herceg as Director of the Company

Further details on the above resolution are included in the Notice and in this letter below.

Requisitioning Shareholder Notice

On 23 October 2020, the Company received a request under section 249D of the Corporations Act to convene a general meeting to consider and vote on a resolution to remove Mr Danny Herceg as a director of the Company for that purpose ( Requisition Notice ).

The Requisition Notice was given by a minority group who represent just over 6% of the Company's shareholders ( Requisitioning Shareholders ). The Requisitioning Shareholders are the same group who, on 13 August 2020, previously made an invalid request to convene a general meeting of the Company to consider the sale of the electrical business and who also

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on the 24 August 2020, requested the Company under section 249D of the Corporations Act to convene a general meeting to consider and vote on resolutions to voluntarily wind up the Company and appoint liquidators for that purpose. The Company also received a notice of candidature for election as a Director from Mr Warwick Sauer on the same date.

These two resolutions were proposed by the Requestioning Shareholders at the Company’s AGM on 15 October 2020 and were all voted down.

To allow the Company to complete these objectives, the Board (with Danny Herceg abstaining) unanimously recommends that you vote 'AGAINST' Resolution 1.

Virtual meeting information

In light of the ongoing COVID-19 pandemic, we will be managing the EGM differently to our usual shareholder meeting procedure. The details on how we will be managing the EGM are set out below. We consider these measures vital for the health and safety of our Shareholders, employees and the broader community, whilst also maximising the opportunity for Shareholder participation:

• Our EGM will be held fully virtually as an audiocast for all Shareholders, except for the Directors who are able to attend in person in a safe and permissible manner.

• We encourage all Shareholders and proxyholders to participate in the EGM virtually via the online platform at https://agmlive.link/ECLEGM20. To do this, you will need a desktop or mobile/ tablet device with internet access. When you log onto the EGM platform you will need to provide your details (including SRN/HIN) to be verified as a Shareholder or proxy number (which will be provided by Link Market Services prior to the meeting) for a proxyholder. Following this, you will be given details as to how to vote and ask questions during the EGM.

• Shareholders and proxyholders will have the ability to ask questions during the EGM via the online platform, and to hear all of the discussion, subject to the connectivity of your device.

• In addition to the above, Shareholder participation is also possible by appointment of a proxy and submission of questions to the Company's Share Registry in advance of the EGM.

A detailed guide on how to participate virtually is set out in the Virtual Meeting Online Guide. This guide explains how you ensure your browser is compatible with the online platform, and provides a step by step guide to log in and navigate the online platform. This guide will be released to ASX and is also available on our website at http://www.cmilimited.com.au/.

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On behalf of the Board, I encourage you to consider all meeting materials carefully and participate in this decision by lodging your proxy form attached to the Notice or using the online voting facilities established by the Share Registry.

Yours faithfully

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Danny Herceg Non-Executive Chairman

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 an investment portfolio.

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