EXCELSIOR CAPITAL LTD — Proxy Solicitation & Information Statement 2024

Mar 20, 2024

ABN 98 050 542 553 Excelsior Capital Limited

Meeting Documentation

Notice of General Meeting and Explanatory Memorandum

Notice is hereby given that a General Meeting of the Shareholders of Excelsior Capital Limited will be held at:

Time: 11.00 am (Sydney time)

Date: Monday, 29 April 2024

Venue: ‘The Auditorium’

Dexus Place Level 15, 1 Farrer Place Sydney, NSW, 2000

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY.

This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum.

The General Meeting has been called following a request pursuant to section 249D of the Corporations Act by Mr Benjamin Graham and Baauer Pty Ltd. The resolution proposes appointing liquidators to the Company to control the distribution of the Company’s property.

The Board unanimously recommends that Shareholders VOTE AGAINST the proposed Resolution.

If you are unable to attend the General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form.

If you are in any doubt as to how to vote, you should consult with your financial or legal advisor as soon as possible. Should you wish to discuss the matters in this Notice of Meeting, please contact the Company Secretary on (+61 2) 9216 9009.

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ABN 98 050 542 553 Excelsior Capital Limited

Table of Contents

Notice of General Meeting ---------------------------------------------------------------------------------- 3
Instructions on how to vote online------------------------------------------------------------------------ 4
Agenda:
Resolution:
1 Resolution One – Voluntarily Wind-up and appoint liquidators to the Company -------------- 3
2 Notes --------------------------------------------------------------------------------------------------- 4
Explanatory Memorandum-------------------------------------------------------------------------- 6
1 Resolution One – Wind-up and appoint liquidators ----------------------------------------------- 6
Glossary of Terms-------------------------------------------------------------------------------------------10
Venue Location----------------------------------------------------------------------------------------------11
Annexures:
Annexure 1 – Requisition Notice--------------------------------------------------------------------------12
Annexure 2 - Members Statement ---------------------------------------------------------------------- 14
Annexure 3 – Table setting out results of Investment Portfolio ------------------------------------- 18

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Notice of General Meeting

ABN 98 050 542 553 Excelsior Capital Limited

Notice is given that a General Meeting (Meeting or GM) of Excelsior Capital Limited (“ ECL ” or the “ Company ”) will be held at 11.00am (Sydney time) on Monday, 29 April 2024 at the following location:

Venue Location:

‘The Auditorium’ Dexus Place Level 15, 1 Farrer Place Sydney, NSW, 2000

Lodging a directed proxy or direct vote in advance of the meeting can be done online at https://investorcentre.linkgroup.com. Instructions on how to vote or appoint a proxy are detailed on the back of the Proxy Form. Proxy Forms must be received no later than 11.00am (Sydney time) on Saturday, 27 April 2024 to be valid for the GM. Proxy votes may be lodged online, or proxy form returned by mail in the enclosed reply-paid envelope or by fax on +61292870309.

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in the Glossary at the rear of the Explanatory Memorandum.

AGENDA

1 Resolution One – Voluntarily Wind-up and Appoint Liquidators

To consider and, if thought fit, to pass, the following resolution as a Special Resolution :

‘ That, pursuant to Sections 491 and 495 of the Corporations Act 2001 (Cth), the Company be voluntarily would up and that James Taplin and Stefan Dopking of BRI Ferrier, having consented to act, are hereby appointed liquidators of Excelsior Capital Limited'.

VOTING RECOMMENDATION

The Board unanimously recommends that Shareholders VOTE AGAINST the proposed resolution. Your Directors consider that winding up the Company is not in the interests of Shareholders.

DATED this 21 March 2024

By Order of the Board

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Danny Herceg Chairman Excelsior Capital Limited

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NOTES AND INSTRUCTIONS ON HOW TO VOTE

• (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 7pm (Sydney time) on Saturday, 27 April 2024.

• (b) You may vote by lodging a directed proxy or direct vote in advance of the meeting online at https://investorcentre.linkgroup.com 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. The representative should bring to the GM a properly executed letter or document confirming its authority to act as the company’s representative. 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 https://investorcentre.linkgroup.com. Shareholders may lodge proxy appointments by logging in at https://investorcentre.linkgroup.com 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, Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150.

• (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 or by phone 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.

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If the proxy form is signed by an attorney, an original certified copy of the power of attorney 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, 27 April 2024 (being 48 hours before the commencement of the Meeting). Any proxy form received after this deadline including at the GM 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 you will be expressly authorising the Chairman to exercise your proxy on the relevant resolution.

• (k) In accordance with rule 38 of the Company’s constitution, Chairman intends to demand a poll on the resolution proposed at the Meeting. The Chairman considers voting a poll to be in the interests of the Shareholders as a whole and ensures that the views of as many Shareholders as possible are represented at the Meeting.

The Chairman 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.

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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 resolutions to be put to the GM.

This Explanatory Memorandum forms part of the Notice of the Company’s General Meeting on Monday, 29 April 2024 at 11:00am (Sydney time).

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 resolutions to be put to Shareholders at the GM.

The Directors unanimously recommend Shareholders vote AGAINST the Resolution .

Resolution

1 Resolution One – Voluntarily Wind-up and Appoint Liquidator

1.1 Background

On 1 March 2024, the Company received a request under section 249D of the Corporations Act 2001 to convene a general meeting of the Company to consider and vote on a resolution to voluntarily wind-up the Company and appoint liquidators for that purpose ( Requisition Notice ) (see Annexure 1 ).

As required by section 249D of the Corporations Act, the Directors have convened the Meeting.

The Requisition Notice was given by the following Shareholders ( Requisitioning Shareholders ) who together represent 5.315% of the Company's Shareholders as recorded in a Form 603 released to ASX on 8 March 2024:

• (a) Mr Benjamin Graham ATF the Graham Family Trust, and;

• (b) Baauer Pty Ltd ATF the Baauer Family Trust.

The Requisition Notice is another in a series of requisitions made by a group of shareholders ( Shareholder Group ), including the Requisitioning Shareholders or their associates, who have previously submitted Requisition Notices to the Company.

In addition to multiple ill-fated requests to change the Constitution of the Company and its board, in late 2020 members of this group of shareholders also made an invalid request to convene a general meeting of the Company to force the sale of the CMI Electrical business and subsequently attempted to wind up the Company.

In both cases, the requests by the Shareholder Group would have resulted in a sale price for CMI Electrical at a level significantly less than was ultimately achieved by the Board through its well-considered investment into CMI Electrical and a carefully managed sale process.

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Each of the (legal) requests made by the Shareholder Group have emphatically been voted down by Shareholders.

In the Company’s view, such requests have had, and continue to have, a negative impact on investor sentiment and the Company’s share price (as has negative media driven by the Shareholder Group). The Shareholder Group:

• refuses to acknowledge the extensive losses to Shareholders that would have occurred had their previous requests been successful;

• continues to ignore the Company’s successes.

The Directors note that these various requisitions have resulted in significant costs being unnecessarily incurred by the Company (and therefore shareholders). The Directors note that the Requisitioning Shareholders have chosen to proceed with the requisition despite acknowledging that the requisition will also likely fail.

1.2 Directors’ response to the Requisition Notice

A statement prepared by the Requisitioning Shareholders is attached to this Explanatory Memorandum as Annexure 2 . The Board does not support or agree with this statement in any respect and in particular, makes the following comments:

• (a) As noted above, the Requisitioning Shareholders refuse to acknowledge or even mention the successful sale by the Company of CMI Electrical. This sale resulted from the Board’s excellent management of CMI Electrical, its prudent investment over time into that business over a difficult and uncertain economic period and ultimately the careful management of an extensive sale process to achieve an excellent sale price. As Shareholders would be aware, the Company successfully sold the CMI Electrical Business to IPD Group on 31 January 2024 achieving sale proceeds of $91.7 million with the opportunity to receive a further $8.9 million via an earn-out.

Any assessment of the Company or its ‘investment capabilities’ must fairly take into account the CMI Electrical investment and its ultimate realisation. This investment far outweighs any losses made elsewhere in a portfolio which has in any case historically been largely held in cash (see further below).

The Requisitioning Shareholders also fail to fairly address, or even mention, the effect their earlier attempts to requisition the Company to sell the CMI business or wind ECL up would have had on the Company and its Shareholders. Even now, the Requisitioning Shareholders fail to state the cost to Shareholders of a liquidation of the Company, and seem to assume that liquidation would not carry any risks, costs or losses to existing Shareholders.

• (b) As already discussed, the table of returns in the Members’ Statement fails to take into account the profits achieved from the sale of the Company’s largest asset by far. It only considers the historically limited, mostly cash, portfolio managed by the Company while it owned CMI Electrical and ignores the significant net profits made by the consolidated group during the relevant period.

In their calculations, the Requisitioning Shareholders have allocated all of the Company’s corporate and head office costs (approx. $6.5m) to that portfolio (ignoring the existence of the much larger CMI Electrical within the Group). On a standalone basis, the portfolio actually made a net profit over the relevant period. In addition, the Member’s Statement contains material misstatements and errors with regards to the calculation of returns by the investment portfolio, overstating losses (even

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using the basis adopted by the Requisitioning Shareholders) by over $1.5m. Included at Annexure 3 is a table that sets out the correct calculations of the results for the investment portfolio, adopting and expanding on the format used by the Requisitioning Shareholders.

• (c) The Shareholder Group are investors in a relatively small, closely-held ASX-listed company. Although, in a perfect market, the Company’s shares should trade at or close to NTA, there are many potential reasons beyond the control of the Company or its Directors why this may not be the case. Shareholders have at all times been aware of the Company’s position in this respect. The Directors encourage Shareholders to be supportive of the Company’s continuing efforts to drive value for all Shareholders.

• (d) The Board considers the Requisition Notice as an unwarranted and unnecessary diversion of the Company’s resources and investment focus, which is not in the best interests of Shareholders. The Board has deployed funds of the investment portfolio in a controlled and professional manner primarily into high quality non-correlated managed investment funds. The Board will continue to manage and invest funds of the portfolio and access opportunities which may include the acquisition of other business assets and further investments in management funds.

• (e) The Board has consistently taken steps to maximise Shareholder value and would like to highlight the following capital management and shareholder distributions undertaken by the Company since 2015:

• (i) 2015: ECL Board successfully divested the TJM Business, the outcome far exceeding market expectations;

• (ii) 2015: ECL returned $10.5 million of capital to Shareholders;

• (iii) 2017: ECL bought back $4.3 million of ordinary shares from Shareholders;

• (iv)

• 2018: ECL bought back $3.4 million of ordinary shares from Shareholders;

• (v) 2024: ECL Board successfully divested the CMI Electrical Business to IPD Group achieving a multiple of 6.6 times CMI’s FY23A EBIT; and

• (vi) 2015 – 2024: ECL paid aggregate dividends in excess of $15 million to Shareholders.

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1.3 Resolution One – Voluntary Winding Up

Resolution 1 has not been proposed by your Board but by the Requisitioning Shareholders.

The effect of Shareholders passing Resolution 1 would be that the Company would be wound up, all of its remaining assets distributed to Shareholders, and James Taplin and Stefan Dopking of BRI Ferrier would be appointed as liquidators of the Company for the purpose of winding up the Company.

If Shareholders pass Resolution 1 by the requisite majority, the Company must, in accordance with the Corporations Act, cease to carry on ordinary business (except so far as to give effect to the winding up of the Company). Furthermore, if Resolution 1 is approved by the requisite majority, a transfer of Shares in the Company will be void except in certain limited circumstances.

The Board does not believe that winding up is in the best interests of shareholders, including for the reasons set out in section 1.2 above. Each of the Directors recommends that Shareholders vote against Resolution 1.

The Chair of the Meeting will cast all available undirected proxies against Resolution 1.

In accordance with section 491 of the Corporations Act, Resolution 1 is a special resolution. A special resolution is a resolution that requires at least 75% of the votes cast by Shareholders entitled to vote and voting to be in favour of the resolution. There are no voting restrictions on resolution 1 under the Corporations Act or the ASX Listing Rules.

The Directors unanimously recommend that Shareholders vote AGAINST Resolution 1.

The Directors will also be voting their own Shares AGAINST Resolution 1.

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Glossary of Terms

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

ASX means ASX Limited ACN 008 624 691 or the market operated by it, as the context requires. Board means the current 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 accompanying and forming Memorandum part of the Notice of Meeting. Group means the Company and its Related Bodies Corporate. Listing Rules means the official listing rules of ASX. . Meeting or GM means the general meeting of the Company’s members convened by the Notice of Meeting to be held at 11:00am Sydney time on Monday, 29 April 2024 at the Auditorium’, Dexus Place, Level 15, 1 Farrer Place, Sydney, NSW, 2000 Notice or Notice of means this notice of General Meeting including the Explanatory Meeting Memorandum. NTA net tangible assets Proxy Deadline means no later than 11:00am on Saturday, 27 April 2024. Proxy Form means the proxy form accompanying the Notice Related Body Corporate has the meaning given to that term in section 50 of the Corporations Act. Resolution or Resolution means the resolution set out in the Notice of Meeting 1 Share or Ordinary Share means an ordinary share in the capital of the Company. Shareholders means the holders of the Shares from time to time. Share Registry means LINK Share Registry Services.

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Excelsior Capital Limited – General Meeting 2024

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GM Venue Location

The ECL GM will be held at Dexus Place, Level 15, 1 Farrer Place, Sydney, NSW, 2000

Car Parking

Car parking is available in several locations nearby at:

• Wilson Parkin ,43 Phillip Street,

• Wilson Parking, Sofitel Wentworth Hotel,

• Wilson Parking, 1 Farrer Place,

Public Transport

Various forms of public transport available to the CBD including:

• Trains to/from St James, Martin Place, Wynyard and Circular Quay train stations all within a short walking distance to venue.

• Light rail network to Town Hall, Circular Quay, and Wynyard stations.

Taxi ranks are located immediately outside the venue.

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Excelsior Capital Limited – General Meeting 2024

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COVER PAGE ANNEXURE 1 – REQUISITION NOTICE

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Excelsior Capital Limited – General Meeting 2024

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Annexure: 1

REQUEST FOR DIRECTORS OF EXCELSIOR CAPITAL LTD TO CALL EXCELSIOR CAPITAL LTD

A GENERAL MEETING OF

To: Excelsior Capital Ltd ("ECL")

The following members of ECL hold at least 5% of the votes that may be cast at the requested general meeting:

Baauer Pty Ltd atfthe Baauer Family Trust;

1. Mr Benjamin Graham atf the Graham Family Trust,

(the Requisitioning Shareholders).

The Requisitioning Shareholders request under section 249D of the Corporations Act 2001 (Cth) (the Act) that the directors of ECL call and arrange to hold a meeting of the members of ECL to consider and vote on the following resolution:

That pursuant to Sections 491 and 495 of the Corporations Act, Excelsior Capital Limited be voluntarily wound up and that James Taplin and Stefan Dopking of BRI Ferrier, having consented to act, are hereby appointed liquidators of Excelsior Capital Limited.

Enclosed is a statement prepared by the Requisitioning Shareholders in accordance with section 249P of the Act. The Requisitioning Shareholders request that ECL provide this statement to all members of ECL along with the notice of the meeting requested in this document.

Dated: 29 February 2024

EXECUTED by Baauer Pty Ltd

in accordance with section 127 of the Corporations Act 001 (Cth):

Signat e o di ctor/secretary

Signature of director

Name of director/secretary

Name of director

SIGNED by Benjamin Graham:

Benjamin Graham

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COVER PAGE ANNEXURE 2 - MEMBERS STATEMENT

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Excelsior Capital Limited – General Meeting 2024

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Annexure 2

VOTING RECOMMENDATION:

VOTE FOR THE RESOLUTION

AND

PAYMENT TO YOU OF AROUND $4.50 IN CASH AND $1.30 IN FRANKING CREDITS

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VOTE FOR LIQUIDA TION!

Dear Fellow ECL Shareholder,

ECL has cash and investments worth $4.20 per share. We think ECL will likely receive another 30c per share under the earnout from its recent sale of CMI Electrical. And, ECL also has l some $1.30 per share in franking credits, which could facilitate payment of a fully franked dividend of around $3.00 cash per share with the $1.30 per share in franking attached.

Liquidation of ECL would deliver to shareholders that $4.50 in cash and $1.30 in franking— so, total value of around $5.802 per share.

However, ECL shares currently trade on ASX at around $3.00 — only slightly more than half that amount!

Why?

We think investors avoid ECL because they hold serious concerns about its investment capabilities. ECL in its 2016 prospectus set a very modest performance objective of beating the RBA Cash Rate plus just 2% per annum. ECL's actual performance is detailed below. These are ECL's own figures, taken from ECL's own annual reports.

Investment Portfolio	Investment Portfolio	M'ment and	M'ment and	Investment	Investment
rofit	before tax:	admin	costs:	Portfolio	net return:
	$218,000		-$114,000		$104 000
	$16,000		-$532,000		-$516,000
	-$1,141 ,ooo		-$417 000		-$1,558 000
	-$1 ,931 ,ooo		-$123,000
	-$1 188,000		-$198,000
	-$1 390,000		-$107,000	-$1 497 000
	-$825,000		-$23,000		-$848,000
	-$6 241 000				-$7 755 000

Every single major asset class made money over the last seven years. Australian shares returned 80% and International shares returned 1 18%. But not only did ECL lose millions over that same period, in every single year it failed to get anywhere near its own performance objective.

or, Will soon have. after paying tax on the sale of CMI Electrical 2 $5.50 if earnout not achieved, or between $5.50-$5 80 if earnout partially achieved

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VOTE FOR LIQUIDA TION!

The resolution we are proposing will, if passed, result in liquidation of ECL and delivery to all shareholders of ECL's circa $5.80 of cash, investments. and frankinq. The alternatives to that course are:

• staying invested in a company that has, by a wide margin, failed to meet its own return objectives every single year since inception; or

• selling your ECL shares on market and receiving for them only slightly more than half of their real value.

Despite how unattractive those alternatives are, we expect ECL's board will recommend you vote against our resolution. If we are right about that, surely the board should at the same time explain how its strategy for your investment is superior to liquidation.

When and how does ECL's board plan to deliver to us. ECL's owners, more than $5.80 in value?

What is ECL's board doinq to immediately and drastically narrow the discount between ECL's NTA and the share price?

How does ECL's board have any confidence that ECL's future "investinq" performance will be anythinq other than atrocious?

If ECL's board does not have a bulletproof plan to deliver outstandinq returns. how can it justify refusinq to liquidate ECL and deliverinq $5.80 to us in the near term?

Your vote is important!

Even if you think our resolution will be voted down by ECL's majority shareholder, voting for the resolution will ensure that ECL's board knows how many of us want it to:

• e stop using our money to "invest"; and • let us receive for our shares 100% of their underlying value, rather than only around half that.

We would welcome contact from fellow shareholders at LiquidateECL@qmail.com and 0430074745.

Sincerely,

Warwick Sauer and Ben Graham

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COVER PAGE ANNEXURE 3 - TABLE OF RESULTS

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Excelsior Capital Limited – General Meeting 2024

ANNEXURE 3 – TABLE OF RESULTS OF THE INVESTMENT PORTFOLIO

The table below records the correct calculations of results of the Investment Portfolio and addresses the material misstatement of results as shown in a table included on page 16 of Members Statement included at annexure 2 above.

Year FY 2017* FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023	Investment Portfolio	Investment Portfolio	Investment Portfolio	Investment Portfolio	Corporate Office	Post Allocation	Members Statement
	Investment Portfolio Gross Revenue	Loss on Sale of **Equity and Hybrids **	Management **and Admin Fees **	Investment Portfolio **Profit/ (loss) Before Tax **	Overheads and admin costs allocated to Fund	Total Profit / (Loss) Before Tax	Results Table Page 16 of Statement	Misstatement by Members
	$'000	$'000	$'000	$'000	$'000	$'000	$'000	$'000
	332 865 614 332 158 120 584	0	(114)	218	0	218	104	(114)
		(194) (282) (803) 0	(532) (417) (123) (198)	139 (85) (594) (40)	(123) (1,056) (1,337) (1,148)	16 (1,141) (1,931) (1,188)	(516) (1,558) (2,054) (1,386)	(532) (417) (123) (198)
		0 0	(107) (23)	13 561	(1,403) (1,386)	(1,390) (825)	(1,497) (848)	(107) (23)
Totals	3,005	(1,279)	(1,514)	212	(6,453)	(6,241)	(7,755)	(1,514)

Note: The table prepared by the Requisitioning Shareholders allocates 100% of corporate office costs for the whole Group (including overheads and listing costs) to the investment portfolio. On a standalone basis, portfolio results were a profit of $212,000 over the relevant period.

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Excelsior Capital Limited – General Meeting 2024

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ABN 98 050 542 553

Excelsior Capital Limited

LODGE YOUR VOTE

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----- Start of picture text -----

ONLINE

https://investorcentre.linkgroup.com
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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

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 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 held at 11:00am (Sydney time) directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees on Monday, 29 April 2024, fit) at the General Meeting of the Company to be held at 11:00am (Sydney time) on Monday, 29 April and at any adjournment or 2024 at The Auditorium, Dexus Place, Level 15, 1 Farrer Place, Sydney NSW 2000 (the Meeting ) and postponement of the Meeting. at any postponement or adjournment of the Meeting. You should mark either “for” or The Chairman of the Meeting intends to vote undirected proxies AGAINST the Resolution. “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 Voluntarily Wind-up and Appoint Liquidators  * 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 yourvotes will not be counted in computing the required majority on a poll.

VOTING FORM

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

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

1 Voluntarily Wind-up and Appoint Liquidators

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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

ECL PRX2402E

HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A VOTING FORM

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.

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (Sydney time) on Saturday, 27 April 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 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.

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, your vote may be passed to the Chairman of the Meeting as your proxy.

Login to the Link website using the holding details as shown on the Voting 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).

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.

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

BY MOBILE DEVICE QR Code

Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link https://investorcentre.linkgroup.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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

VOTING UNDER BOX B – 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 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. 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 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 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.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* Parramatta Square Level 22, Tower 6

*During business hours Monday to Friday (9:00am - 5:00pm)

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.