EXCELSIOR CAPITAL LTD — Proxy Solicitation & Information Statement 2021

Feb 14, 2021

Excelsior Capital Limited ABN 98 050 542 553

Meeting Documentation Notice of Extraordinary General Meeting and Explanatory Statement

Date of Meeting: Friday, 19 March 2021

Time of Meeting: 11am (Sydney time) Method of Meeting: Virtual Meeting Only

Table of Contents

Notice of Extraordinary General Meeting ----------------------------------------------------------------- 3
Instructions on how to vote online------------------------------------------------------------------------ 3
Agenda:
A. Resolution ------------------------------------------------------------------------------------------------ 3
1 Request to modify the Constitution of the Company --------------------------------------------- 3
B. Explanatory Memorandum ------------------------------------------------------------------------------ 6
1 Request to modify the Constitution of the Company -------------------------------------------- 6
Glossary of Terms--------------------------------------------------------------------------------------------8
C. Annexures:
AnnexureOne – Requisition Request Notice ------------------------------------------------------------9
AnnexureTwo – Members Statement--------------------------------------------------------------------11

Excelsior Capital Limited

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Notice of Extraordinary General Meeting

ABN 98 050 542 553 Excelsior Capital Limited

Notice is given that an Extraordinary General Meeting (EGM) of Excelsior Capital Limited (“ ECL ” or the “ Company ”) will be held at 11.00am (Sydney time) on Friday, 19 March 2021 via a virtual meeting using an online platform provided by Link Share Registry Services.

The online platform will allow shareholders to view the meeting, and vote and submit questions. Instructions on how to do so are included in the Notice of Meeting and further details are published in a user guide on ECL’s webpage at http://www.cmilimited.com.au/Investor-Centre/.

Lodging a proxy or direct proxy vote in advance of the meeting can be done online at www.linkmarketservices.com.au. Instructions on how to vote or appoint a proxy are detailed on the back of the Proxy Form. Proxies must be received no later than 11.00am (Sydney time) on Wednesday, 17 March 2021 to be valid for the EGM. Proxy votes may be lodged on online or proxy form returned by mail in the enclosed reply-paid envelope or by fax on +61 2 9287 0309

AGENDA

A. RESOLUTION

1 Request to modify the Constitution of the Company

To consider and, if thought fit, to pass with or without amendment, the following as a Special Resolution :

‘ That, for the purposes of section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the Company to modify its existing Constitution in the manner outlined in the Explanatory Memorandum, with effect from the close of the Meeting.'

DATED this 15 February 2021

By Order of the Board

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Oliver Schweizer

Company Secretary Excelsior Capital Limited

Excelsior Capital Limited

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NOTES

• (a) The Company has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of voting at the Meeting, Shares will be taken to be held by those persons recorded in the Company’s register of Shareholders as at 7.00pm (Sydney time) on Wednesday, 17 March 2021.

• (b) You may vote by lodging a proxy or direct proxy vote in advance of the meeting online at www.linkmarketservices.com.au or by proxy or attorney received by post or fax. A body corporate may appoint a corporate representative, rather than appoint a proxy, in accordance with section 250D of the Corporations Act 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. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

• (c) A Shareholder who is entitled to attend and cast a vote online at the Meeting is entitled to appoint a proxy. The proxy need not be a Shareholder of the Company.

• (d) Unless the proxy is required by law to vote, the proxy may decide whether or not to vote on any particular item of business. If the appointment of proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. Any undirected proxy votes on a given resolution may be voted by the appointed proxy as they choose, subject to the voting exclusions described below.

• (e) 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. If you appoint two proxies, neither is entitled to vote on a show of hands. To appoint two proxies, use a separate proxy form for each. Shareholders are requested to show on the proxy form the specified proportion or number of the votes each proxy is appointed to exercise. If no proportion or number of votes is specified, each proxy may exercise half of your votes (disregarding fractions) on any poll.

• (f) You can appoint a proxy in four ways:

online (preferred) by visiting www.linkmarketservices.com.au. Shareholders may lodge proxy appointments by logging in at www.linkmarketservices.com.au and clicking on the ‘Voting’ link on the Holding Details page. Your online proxy appointment will only be valid if you lodge your proxy in accordance with the instructions set out on the webpage above, in which case you are taken to have signed the proxy form; or

by post using the reply-paid envelope to Excelsior Capital Limited, c/o Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 Australia; or

by facsimile to 02 9287 0309; or

by hand to Excelsior Capital Limited, c/o Link Market Services Limited, 1A Homebush Bay Drive, Rhodes, NSW 2138.

• (g) The proxy form must be signed by the Shareholder or the Shareholder’s attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation.

• (h) A Shareholder entitled to attend and vote online at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf. An attorney need not themselves be a Shareholder. The power of attorney appointing the attorney must be signed and specify the name of each of the Shareholder, the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one.

Excelsior Capital Limited

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If the proxy form is signed by an attorney, the original power of attorney or a certified copy of it must be sent with the proxy form.

• (i) To be valid, your proxy appointment must be made online or your proxy form must be received by the Company by no later than 11.00am (Sydney time) on Wednesday, 17 March 2021 (being 48 hours before the commencement of the Meeting). Any proxy form received after this deadline including at the EGM will be treated as invalid unless permitted by the Board.

• (j) If you intend to appoint the Chairman of the Meeting as your proxy without providing specific voting directions to the Chairman of the Meeting (an Open Proxy ), then by submitting the Proxy Form online you will be expressly authorising the Chairman of the Meeting to exercise your proxy on the relevant resolution. The Chairman of the Meeting intends to cast all Open Proxies AGAINST the Resolution .

A proxy form is enclosed with this Notice of Meeting.

If you have any queries on how to cast your votes then call the Company’s share registry on 1300 554 474 during business hours.

Excelsior Capital Limited

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Explanatory Memorandum

ABN 98 050 542 553 Excelsior Capital Limited

The information in this Explanatory Memorandum is provided to Shareholders of Excelsior Capital Limited (“ ECL ” or the “ Company ”) to assist Shareholders with their consideration of the resolution to be put to the EGM.

This Explanatory Memorandum forms part of the Notice of the Company’s Extraordinary General Meeting to be held on Friday, 19 March 2021 at 11:00am (Sydney time) via a virtual meeting using an online platform provided by Link Share Registry Services ( EGM ) where Shareholders can attend and participate by logging into https://agmlive.link/ECLEGM21. The online platform will allow shareholders to view the meeting, and vote and submit questions. Instructions on how to do so are included in the Notice of Meeting and further details are published in a user guide on ECL’s webpage at http://www.cmilimited.com.au/Investor-Centre/.

All Shareholders should read this Explanatory Memorandum in full and if they have any questions, obtain professional advice before making any decisions in relation to the resolution to be put to Shareholders at the EGM.

Subject to the abstention noted below, the Directors unanimously recommend Shareholders vote Against the Resolution .

A. Resolution

1 Request to modify the Constitution of the Company

On 29 January 2021 the Company received a request to convene a general meeting of the Company to consider the modification of the Company’s Constitution. The Requisition Notice ( Requisition Notice ) was given by the following Shareholders who represent 5.85% of the Company’s Shareholders:

Mr Warwick Sauer;

Mr Benjamin Graham and Mrs Katerina Graham atf the FKR Super Fund;

Mr Benjamin Graham and Mrs Cara Graham atf the FCV Super Fund;

BAVARIA Industries Group AG.

Excelsior Capital Limited

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Director's comments in relation to the Requisition Notice

The Board does not support or agree with the request to modify the constitution of the Company and considers this request another unnecessary use of Company’s resources including the costs incurred to arrange an EGM for this purpose.

The Requisition Notice requests that, pursuant to section 136 (2) of the Corporations Act 2001 (Cth), the constitution (Constitution) of Excelsior Capital Limited be modified by:

• (a) inserting into rule 5 (a) after the words “this Constitution”, the additional words “(including without limitation rule 5 (d))”;

• (b) inserting the following rule as a new rule 5 (d) immediately after rule 5 (c) of the Constitution:

Other than by way of a pro-rata rights issue to the company’s then shareholders offering no more than one new share for every ten then held, or by way of dividend reinvestment plan, without the prior approval of shareholders the company may not in any 12-month period issue Securities (New Issue) where:

• (i) the number of shares to be issued by the company under the New Issue; and/or

• (ii) the number of shares that would be issued upon conversion of any convertible securities to be issued by the company under the New Issue,

represents more than 0.1% of the number of shares on issue at the time the New Issue is announced.

For the avoidance of doubt, this rule operates despite any other provision to the contrary in this Constitution.

The Board makes the following comments:

1. Currently, subject to exceptions, the Board has the power to raise capital by issuing securities. If the proposed constitutional amendment is made, it will result in the Company being unable to raise a meaningful amount of new capital in any 12 month period, without shareholder approval, except by way of:

2. a. pro-rata rights issues up to a maximum ratio of one share for every ten held; or

3. b. a dividend reinvestment plan.

4. It is important that the Board is able to make decisions that affect the business and affairs of the Company in the best interests of the Company as a whole. Shareholders are able to hold the Board to account for their decisions by voting on the appointment and removal of Directors at the Company's Annual General Meetings.

5. The proposed amendment restricts the Board's ability to issue new securities and may have a material adverse effect on the Company’s ability to take advantage of commercial opportunities which require additional capital that may arise from time to time. If the Board is unable to act in a timely manner to issue equity securities, such commercial opportunities may be lost to the Company. The Board does not consider that such a limitation and the associated risk of lost opportunity is in the best interests of the Company.

6. There are existing shareholder protections in the Listing Rules and the Corporations Act which require shareholder approval of security issues in certain circumstances (for example to issue more than 15% of the Company's share capital in 12 months and to issue to persons in a position of influence or to a related party on non-arm's length

Excelsior Capital Limited

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terms). The Board considers these existing requirements appropriately balance the Board's discretion to issue securities with the need to seek shareholder approval and considers that the proposed new requirement is not reasonably required for the protection of shareholders.

1. Section 136(2) of the Corporations Act states that amendment to the Company’s Constitution requires a special resolution, meaning it will only be passed if at least 75% of the votes cast on this Item are in favour of the Resolution.

The Directors, unanimously recommend that Shareholders vote AGAINST the Resolution

Glossary of Terms

In the attached Notice of Meeting and Explanatory Memorandum the following words and expressions have the following meanings:

EGM or Meeting	means the extraordinary general meeting of the Company to be held on
	Friday, 19 March 2021 (virtually).
ASX	means ASX Limited ACN 008 624 691 or the financial products
	market operated by it, as the context requires.
Board	means the board of Directors of the Company.
Chairman	means the Chairman of the Company as approved from time to time
	and includes an acting Chairman.
Company or ECL	means Excelsior Capital Limited ABN 98 050 542 553.
Constitution	means the Constitution of the Company from time to time.
Corporations Act	means the Corporations Act 2001 (Cth).
Directors	means the Directors of the Company from time to time, and Director
	means any one of them.
Explanatory	means the explanatory memorandum to and forming part of the
Memorandum	notice of Meeting contained in this booklet.
Group	means the Company and its Related Bodies Corporate.
Listing Rules	means the official listing rules of ASX.
Related Body	has the meaning given to that term in section 50 of the Corporations
Corporate	Act.
ShareorOrdinary	means an ordinary share in the capital of the Company.
Share
Shareholders	means the holders of the Shares from time to time.

Excelsior Capital Limited

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Annexure One – Requisition Request Notice

See attached

Excelsior Capital Limited

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ANNEXURE ONE

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Annexure Two – Requisitioning Shareholder Statement See Attached

The shareholders who requisitioned the Resolution have requested that the following statement accompany the Resolution. The Board and the Company DO NOT endorse and are not responsible for the contents of the statement or for any inaccurate or misleading statements contained in it.

Excelsior Capital Limited

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ANNEXURE TWO

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13

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ABN 98 050 542 553

Excelsior Capital Limited

LODGE YOUR VOTE

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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
 ALL ENQUIRIES TO
Telephone: +61 1300 554 474
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X99999999999 X99999999999 VOTING FORM I/We being a member(s) of Excelsior Capital Limited and entitled to attend and vote hereby appoint: A VOTE DIRECTLY OR B APPOINT A PROXY elect to lodge my/our the Chairman OR of the Meeting as your proxy, please write if you are NOT appointing the Chairman Name vote(s) directly (mark box) of the Meeting the name and email of the person or body (mark box) corporate you are appointing as your proxy Email  in relation to the Extraordinary General Meeting of the Company to or failing the person or body corporate named, or if no person or body corporate is named, be held at 11:00am (AEDT) on 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 Friday, 19 March 2021, and at any adjournment or postponement of extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the Meeting. the Company to be held at 11:00am (AEDT) on Friday, 19 March 2021 (the Meeting) and at You should mark either “for” or any postponement or adjournment of the Meeting. “against” for each item. Do not mark the “abstain” box. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/ECLEGM21 (refer to details in the Virtual Meeting Online Guide). The Chairman of the Meeting intends to cast all Open Proxies AGAINST Resolution 1. 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 *

1 Request to modify the Constitution of the Company

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf 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

To be valid 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).

ECL PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM

YOUR NAME AND ADDRESS

CORPORATE REPRESENTATIVES

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.

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

VOTING UNDER BOX A

If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either “for” or “against” for each item. Do not mark the “abstain” box. If you mark the “abstain” box for an item, your vote for that item will be invalid.

LODGEMENT OF A PROXY FORM

If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chairman of the Meeting as your proxy.

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 Wednesday, 17 March 2021, 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.

Custodians and nominees may, with the Share Registrar’s consent, identify on the Voting Form the total number of votes in each of the categories “for” and “against” and their votes will be valid.

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

If you have lodged a direct vote, and then you attend the Meeting, your attendance will cancel your direct vote.

ONLINE 

The Chairman’s decision as to whether a direct vote is valid is conclusive.

www.linkmarketservices.com.au

VOTING UNDER BOX B – APPOINTMENT OF PROXY 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. If you wish to appoint the Chairman of the Meeting as your proxy, mark the box To use the online lodgement facility, shareholders will need their in Step 1. If you wish to appoint someone other than the Chairman of the Meeting “Holder Identifier” - Securityholder Reference Number (SRN) or Holder as your proxy, please write the name and email address of that individual or body Identification Number (HIN). corporate in Step 1. A proxy need not be a Shareholder of the Company. DEFAULT TO CHAIRMAN OF THE MEETING  BY MAIL Excelsior Capital Limited 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 C/- Link Market Services Limited undirected proxies that default to the Chairman of the Meeting will be voted Locked Bag A14 according to the instructions set out in this Voting Form. Sydney South NSW 1235 Australia 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  BY FAX such a direction unless you indicate only a portion of voting rights are to be voted +61 2 9287 0309 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  BY HAND delivering it to Link Market Services Limited box on an item your vote on that item will be invalid. 1A Homebush Bay Drive APPOINTMENT OF A SECOND PROXY Rhodes NSW 2138 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 Voting Form * During business hours (Monday to Friday, 9:00am–5:00pm) may be obtained by telephoning the Company’s Share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Voting Form and the second Voting 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 ACCESS YOUR NOTICE OF EXTRAORDINARY GENERAL MEETING  (b) return both forms together. To view or download the full Notice of Meeting and Explanatory Memorandum which sets out the Agenda (including details of all SIGNING INSTRUCTIONS resolutions being put to the meeting) please visit the company’s You must sign this form as follows in the spaces provided: website. Per modifications of the Corporations Act 2001 and the Individual:* where the holding is in one name, the holder must sign. Corporations Regulations 2001 under Corporations (Coronavirus

To view or download the full Notice of Meeting and Explanatory Memorandum which sets out the Agenda (including details of all resolutions being put to the meeting) please visit the company’s website. Per modifications of the Corporations Act 2001 and the Corporations Regulations 2001 under Corporations (Coronavirus Economic Response) Determination (no.1) 2020 (“Determination”) no hard copy Notice of Meeting and Explanatory Memorandum has been included in this mailing, the Notice of Meeting for the purposes of this meeting has been given to those entitled to receive by use of one or more technologies.

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.