FUTURE GENERATION GLOBAL LIMITED — Proxy Solicitation & Information Statement 2018

Sep 10, 2018

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Notice of General Meeting 2018

Notice is given that the Extraordinary General Meeting (EGM) of Shareholders of Future Generation Global Investment Company Limited (the Company or FGG ) will be held as follows:

Date

12 October 2018

Time

10.30am (AEDT)

Venue

Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000

ABN 52 606 110 838 futuregeninvest.com.au

1) Notice of Meeting

Agenda

1. Placement

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

“That for the purpose of Listing Rule 7.1 and for all other purposes, the issue of up to 75,000,000 fully paid ordinary shares to professional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum, is approved.”

Voting exclusion statement :

The Company will disregard any votes cast on this Resolution 1 by any person who may participate in, or who will obtain a material benefit as a result of (except a benefit solely by reason of being an ordinary Shareholder), the proposed issue of Shares under this Resolution 1.

However, the Company will not disregard a vote cast on Resolution 1 if:

• a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy and question form; or

• b) it is cast by the person chairing the general meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy and question form to vote as the proxy decides.

Other information

An Explanatory Memorandum accompanies and forms part of this notice of general meeting.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the meeting should consult their financial or legal adviser for assistance.

Voting by proxy

Any Shareholder entitled to attend and vote at this general meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder. The proxy does not need to be a Shareholder of the Company.

Proxies can be appointed in one of three ways:

• a) online through the share registry’s website at https://www.votingonline.com.au/fggEGM2018;

• b) by posting or delivering the proxy form by hand to the share registry (addresses below); or

• c) by faxing the proxy form to the share registry (fax number below).

Proxies must be appointed no later than 48 hours before the general meeting i.e. 10.30am (AEDT) on Wednesday, 10 October 2018 .

Address (hand deliveries): Boardroom Pty Limited Level 12, 225 George St, Sydney NSW 2000

Address (postal deliveries): Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001

Fax number for lodgement: +61 2 9290 9655

The proxy form has been enclosed. Please read all instructions carefully before completing the proxy form.

Entitlement to vote

In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the Meeting all shares will be taken to be held by the persons who held them as registered Shareholders at 7.00pm (AEDT) on 10 October 2018. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting intentions

In respect of undirected proxies, subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of Resolution 1.

By order of the Board:

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

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Mark Licciardo Company Secretary

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Page 2 of 3

Notice of General Meeting 2018

futuregeninvest.com.au T +61 2 9247 9202

2) Explanatory Memorandum

This Explanatory Memorandum sets out further information regarding the proposed resolution to be considered by Shareholders of Future Generation Global Investment Company Limited (the Company or FGG) at the general meeting to be held commencing at 10.30am (AEDT) on Friday, 12 October 2018 at Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the resolution.

Resolution 1 – Placement

Under Resolution 1, the Company is seeking Shareholder approval under Listing Rule 7.1 to issue up to 75 million Shares at $1.34 per Share under the proposed placement announced to the market on 28 August 2018 ( Placement Shares ).

The Placement Shares will rank equally and confer the same rights as existing fully paid ordinary Shares of the Company.

The price of the Placement Shares ($1.34) is the same price at which ordinary shares are being offered to existing Shareholders under the Company’s Share Purchase Plan ( SPP ) (also announced to the market on 28 August 2018).

Listing Rule 7.1

In general terms, ASX Listing Rule 7.1 limits the number of securities a company can issue in any 12-month period to 15% of its issued share capital. However, a company is permitted to issue shares (or other securities) in excess of the 15% limit if those shares are issued in reliance on an exception to ASX Listing Rule 7.1 or the issue is approved by shareholders.

The Placement Shares exceed the 15% limit in ASX Listing Rule 7.1.

The effect of passing Resolution 1 will be to allow the Company to issue 100% of the Placement Shares and raise maximum funds under the placement without exceeding the 15% limit. In addition, if Resolution 1 is approved, the Company can issue up to a further 15% of its capital during the next 12 months without the need to obtain further shareholder approval.

Conversely, if this approval is not given at the meeting, the Company will not be able to ensure the maximum amount is raised under the placement and for 12 months (following the placement) will be unable to issue any securities which do not fall under an exception to the 15% limit rule or without convening another general meeting to approve the issue.

Board Recommendation

The Placement Shares are expected to be issued in October 2018 (following the close of the SPP). In any event, the Placement Shares will be issued within 3 months of the date of the meeting.

The Company proposes to issue the Placement Shares to professional and sophisticated investors who do not require disclosure for the purposes of Chapter 6D of the Corporations Act pursuant to section 708 of the Corporations Act.

The Directors unanimously recommend that Shareholders vote in FAVOUR of Resolution 1.

This will allow the Company to issue the Placement Shares and raise funds whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1.

Voting Exclusion

Voting exclusions apply to the resolution. See the Notice of Meeting for details.

The funds raised from the Placement Shares will be will be invested in accordance with the Company's disciplined investment process, under the guidance of the Investment Committee of FGG who are responsible for selecting fund managers, managing the Company’s investment portfolio and redeeming investments.

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Page 3 of 3

Notice of General Meeting 2018

futuregeninvest.com.au T +61 2 9247 9202

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:30am (AEDT) on Wednesday, 10 October 2018.

 TO VOTE ONLINE

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BY SMARTPHONE

STEP 1: VISIT www.votingonline.com.au/fggegm2018 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

.

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director, who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:30am (AEDT) on Wednesday, 10 October 2018 Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply-Paid Envelope or:

 Online www.votingonline.com.au/fggegm2018  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Future Generation Global Investment Company Limited ABN 52 606 110 838

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1

APPOINT A PROXY

I/We being a member/s of Future Generation Global Investment Company Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held at Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney, NSW 2000 on Friday, 12 October 2018 at 10.30am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Placement

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2018