EXCELSIOR CAPITAL LTD — Proxy Solicitation & Information Statement 2023

Dec 20, 2023

Excelsior Capital Limited ABN 98 050 542 553

LODGE YOUR VOTE

ONLINE  https://investorcentre.linkgroup.com

• 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 Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

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 of the Meeting as your proxy, please write OR if you are NOT appointing the Chairman vote(s) directly (mark box) of the Meeting the name of the person or body corporate (mark box) you are appointing as your proxy  in relation to the General Meeting of the Company to be held at 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 11:00am (AEDT) on Thursday, directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees 25 January 2024, and at any fit) at the General Meeting of the Company to be held at 11:00am (AEDT) on Thursday, adjournment or postponement of 25 January 2024 at The Gallery, Park Hyatt Sydney, 7 Hickson Road, The Rocks, Sydney NSW 2000 the Meeting. (the Meeting ) and at any postponement or adjournment of the Meeting. You should mark either “for” or The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. “against” for each item. Do not mark the “abstain” box. 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 That, under and for the purposes of Listing Rule 11.2, and for all other purposes, approval is given for the Company to give effect to, and implement, the Proposed Transaction, the terms of which are described in the Explanatory Memorandum (of which this Notice of Meeting forms part), with or without any non-substantive alterations or conditions agreed in writing by the Company

	* If you mark the Abstain box for a particular Item, you are directing yourvotes will not be counted in computing the required majority on a poll.	proxy not to vote on your behalf	on a show of hands or on a po	ll and your
ShaSI	GNATURE OF SHAREHOLDERS – THIS MUST BE CO	MPLETED
	reholder 1 (Individual)Joint Shareholder 2 (Individ	ual)Joint	Shareholder 3 (Individual)

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 PRX2401E

HOW TO COMPLETE THIS SHAREHOLDER VOTING 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.

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 VOTING FORM

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (AEDT) on Tuesday, 23 January 2024, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.

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

ONLINE 

https://investorcentre.linkgroup.com

If no direction is given on all of the items, or if you complete both Box A and Box B, Login to the Link website using the holding details as shown on the your vote may be passed to the Chairman of the Meeting as your proxy. Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their 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 “Holder Identifier” - Securityholder Reference Number (SRN) or Holder “against” and their votes will be valid. Identification Number (HIN). If you have lodged a direct vote, and then you attend the Meeting, your attendance BY MOBILE DEVICE QR Code will cancel your direct vote. Our voting website is designed The Chairman’s decision as to whether a direct vote is valid is conclusive. specifically for voting online. You can now lodge your vote by scanning the QR VOTING UNDER BOX B – APPOINTMENT OF PROXY code adjacent or enter the voting link If you wish to appoint the Chairman of the Meeting as your proxy, mark the box https://investorcentre.linkgroup.com in Step 1. If you wish to appoint someone other than the Chairman of the Meeting into your mobile device. Log in using the as your proxy, please write the name of that individual or body corporate in Step 1. Holder Identifier and postcode for your A proxy need not be a shareholder of the Company. shareholding. To scan the code you will need a QR code reader application which DEFAULT TO CHAIRMAN OF THE MEETING can be downloaded for free on your mobile device. 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 BY MAIL undirected proxies that default to the Chairman of the Meeting will be voted  Excelsior Capital Limited according to the instructions set out in this Voting Form. C/- Link Market Services Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Locked Bag A14 You may direct your proxy how to vote by placing a mark in one of the boxes Sydney South NSW 1235 opposite each item of business. All your shares will be voted in accordance with Australia 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 BY FAX 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 +61 2 9287 0309 box on an item your vote on that item will be invalid.  BY HAND APPOINTMENT OF A SECOND PROXY delivering it to Link Market Services Limited* You are entitled to appoint up to two persons as proxies to attend the Meeting and Parramatta Square vote on a poll. If you wish to appoint a second proxy, an additional Voting Form Level 22, Tower 6 may be obtained by telephoning the Company’s share registry or you may copy 10 Darcy Street this form and return them both together. Parramatta NSW 2150 To appoint a second proxy you must: (a) on each of the first Voting Form and the second Voting Form state the *During business hours Monday to Friday (9:00am - 5:00pm) 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 (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 https://investorcentre.linkgroup.com.

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