INVESTSMART GROUP LIMITED — AGM Information 2020

Oct 11, 2020

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12 October 2020

Attention: Company Announcements

ASX Limited

By E-Lodgement

Notice of Annual General Meeting 2020 and Voting Form

InvestSMART Group Limited ACN 111 772 359 (ASX:INV) (the Company ) is pleased to notify shareholders of its upcoming 2020 Annual General Meeting, to be held at 10:00am on Wednesday 11 November 2020.

The following documents are attached:

• Notice of Annual General Meeting ( AGM ) 2020

• Sample Voting Form

• Virtual Meeting Online Guide

Due to the impacts of the COVID-19 pandemic, in the best interests of our shareholders, directors and staff, the Company has decided that its AGM will be held as a virtual event.

The Notice of Meeting and Virtual Meeting Online Guide include detailed information about how shareholders can participate in the AGM.

For further information, please contact Mr Paul Clitheroe (Chairman) or Mr Ron Hodge (Managing Director and CEO) at InvestSMART Group on (02) 8305 6000.

By order of the Board

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Notice of Annual General Meeting

InvestSMART Group Limited ACN 111 772 359

(ASX:INV)

IMPORTANT INFORMATION REGARDING COVID-19 : Due to the COVID-19 pandemic, the InvestSMART Annual General Meeting will be held as a virtual meeting.

Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

Important Notes : Shareholders should read this Notice of Meeting and Explanatory Memorandum in full. This Notice of Meeting does not take into account the individual investment objectives, financial situation or particular needs of any person. If you are in any doubt about the action you should take, please consult your stockbroker, solicitor, accountant or other professional adviser without delay.

Notice is given that the 2020 Annual General Meeting of InvestSMART Group Limited ACN 111 772 359 ( Company ) will be held by way of a virtual meeting:

Participation	Shareholders and proxyholders are encouraged to participate in the Annual General Meeting online. There are a number of ways to participate in the Annual General Meeting: • online: shareholders and proxyholders are encouraged to participate in the Annual General Meeting online, by following this link: https://web.lumiagm.com/399331415
Date	Wednesday, 11 November 2020
Time	10.00am (AEDT)

Ordinary Business

Financial Statements and Reports

To consider and receive the financial report, the Directors’ report and the auditor’s report for the year ended 30 June 2020.

Resolution 1: Directors’ Remuneration Report

To consider and, if in favour, pass the following resolution as an ordinary resolution in accordance with section 250R(2) Corporations Act:

• 1 ‘That the Remuneration Report be adopted.’

Note: This resolution shall be determined under section 250R(2) Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and Closely Related Parties in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

Voting Exclusion Statement: The Company will disregard votes cast by a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member, in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to resolution 1.

Resolution 2: Appointment of auditor

To consider and, if in favour, pass the following resolution as an ordinary resolution:

• 2 ‘That, for the purposes of section 327B (1) of the Corporations Act 2001 and for all other purposes, BDO Audit Pty Ltd of Level 11, 1 Margaret Street, Sydney, 2000 having been nominated by a shareholder and consented in writing to act as auditor of the Company, be appointed auditor of the Company, effective immediately.’

The Directors unanimously recommend that you vote in favour of resolution 2.

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Resolution 3: Re-election of Mr Kevin Moore

To consider and, if in favour, pass the following resolution as an ordinary resolution:

• 3 ‘That Mr Kevin Moore, who retires in accordance with the Company’s Constitution and Listing Rule 14.5 and being eligible, be re-elected as a Director of the Company.’

Note: Information about the candidate appears in the Explanatory Memorandum.

The Directors (with Mr Moore abstaining) unanimously recommend that you vote in favour of resolution 3.

Special Business

Resolution 4: Approval to issue new EDSPs to the Company’s employees

To consider and, if in favour, pass the following resolution as an ordinary resolution:

• 4 ‘That for the purposes of sections 259B and 260C of the Corporations Act and Listing Rule 7.1 and Listing Rule 7.2 (exception 13) and for all other purposes, Shareholders approve:

• (a) the cancellation of all shares issued to date, to the Company’s employees who are not Directors, under the Company’s existing Employee Share Ownership Plan and Long-Term Incentive Plan; and

• (b) the Company’s EDSP (a summary of which is set out in the Explanatory Memorandum) and the issue of new EDSP shares, to the Company’s employees who are not Directors, in accordance with the terms set out in the Explanatory Memorandum.’

Resolution 4 is subject to the passing of Resolutions 5 and 6.

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is eligible to participate in the EDSP or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors unanimously recommend that you vote in favour of resolution 4.

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Resolution 5: Approval to issue new EDSPs to Mr Paul Clitheroe

To consider and, if in favour, pass the following resolution as an ordinary resolution:

• 5 ‘That for the purposes of sections 259B and 260C of the Corporations Act, exception 14 of Listing Rule 7.2, Listing Rule 10.14 and for all other purposes, Shareholders approve:

• (a) the cancellation of all shares issued to date to Mr Paul Clitheroe under the Company’s existing Long-Term Incentive Plan; and

• (b) the issue of new EDSP shares to Mr Paul Clitheroe in accordance with the terms set out in the Explanatory Memorandum.’

Resolution 5 is subject to the passing of Resolutions 4 and 6.

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this resolution by:

• Mr Clitheroe or an associate of Mr Clitheroe; and

• a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the EDSP and any associate of those persons.

However, this does not apply to a vote cast in favour of the resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors (with Mr Clitheroe abstaining) unanimously recommend that you vote in favour of resolution 5.

Resolution 6: Approval to issue new EDSPs to Mr Ron Hodge

To consider and, if in favour, pass the following resolution as an ordinary resolution:

• 6 ‘That for the purposes of sections 259B and 260C of the Corporations Act, exception 14 of Listing Rule 7.2, Listing Rule 10.14 and for all other purposes, Shareholders approve:

• (a) the cancellation of all shares issued to date to Mr Ron Hodge under the Company’s existing Long-Term Incentive Plan;

• (b) the cancellation of all shares issued to date to Mr Ron Hodge under the Company’s existing Employee Share Option Plan; and

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• (c) the issue of new EDSP shares to Mr Ron Hodge in accordance with the terms set out in the Explanatory Memorandum.’

Resolution 6 is subject to the passing of Resolutions 4 and 5.

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this resolution by:

• Mr Hodge or an associate of Mr Hodge; and

• a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the EDSP and any associate of those persons.

However, this does not apply to a vote cast in favour of the resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors (with Mr Hodge abstaining) unanimously recommend that you vote in favour of resolution 6.

Dated: 12 October 2020

By order of the Board

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Catherine Teo Company Secretary

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HOW TO PARTICIPATE IN THE ANNUAL GENERAL MEETING

The InvestSMART Group Limited (the Company ) Annual General Meeting will be held at 10.00am on Wednesday 11 November 2020 as a virtual meeting.

The Board encourages all Shareholders to participate in the Annual General Meeting, which will be webcast live via the Lumi online platform. You will be able to listen to the proceedings, view the presentations, ask questions of the Board and vote in real-time.

You can attend the Annual General Meeting online using your computer, mobile phone or other online capable device.

• Computer: If you use your computer to attend the Meeting, you should use the Lumi platform by entering this link in your browser: https://web.lumiagm.com/399331415

• Mobile: If you use your mobile phone or device to attend the Meeting, you should use the Lumi AGM app (which you can download from the Apple App or Google Play stores by searching Lumi AGM).

• Further assistance : If you require further information on how to participate in the Annual General Meeting, please contact Boardroom at enquiries@boardroomlimted.com.au.

More information about how to participate in the InvestSMART Annual General Meeting can also be found here: https://www.investsmart.com.au/events/investsmart-group-limited-2020-AGM

VOTING

Voting on each of the proposed resolutions at the Meeting will be conducted by poll.

VOTING EXCLUSIONS

Certain resolutions in the Notice of Meeting are subject to voter exclusions. The voter exclusions are set out below each resolution in the Notice of Meeting.

DETERMINATION OF ENTITLEMENT TO VOTE

The Company has determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 9 November 2020 at 10.00am (AEDT) (being 48 hours before the Meeting).

NOTES

• (a) Terms used in this Notice of Meeting which are defined in the Explanatory Memorandum have the meaning given to them in the Explanatory Memorandum.

• (b) Subject to the Corporations Act, including sections 250R and 250BD, a Shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (c) The proxy need not be a Shareholder of the Company. 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.

• (d) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form to the Company’s share registry Boardroom Pty Ltd, GPO Box 3993, Sydney, NSW 2001.

• (e) To be effective, proxy forms must be received by the Company at its registered office or deposited at or faxed to the share registry no later than 48 hours prior to the Meeting.

• (f) If you have any queries, including how to cast your votes, please contact 02 9223 3866 (within Australia) or +61 2 9223 3866 (outside Australia) during business hours.

VOTING INTENTIONS OF THE CHAIRMAN

The Chairman intends to vote undirected proxies on, and in favour of, all the proposed resolutions.

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Explanatory Memorandum

InvestSMART Group Limited ACN 111 772 359 (Company)

This Explanatory Memorandum accompanies the notice of Annual General Meeting of the Company to be held at 10.00am (AEDT) on Wednesday 11 November 2020 by way of virtual meeting.

The Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on the resolutions set out in the Notice of Meeting and is intended to be read in conjunction with the Notice of Meeting.

Ordinary Business

Financial Statements and Reports

• 1 The Corporations Act requires that the report of the Directors, the auditor’s report and the financial report be laid before the Annual General Meeting.

• 2 Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the financial statements and reports.

• 3 Shareholders will be given a reasonable opportunity at the meeting to raise questions and make comments on these reports.

• 4 In addition to asking questions at the Meeting, Shareholders may address written questions to the Chairman about the management of the Company or to the Company’s auditor, BDO, if the question is relevant to:

• (a) the content of the auditor’s report; or

• (b) the conduct of its audit of the annual financial report to be considered at the Meeting.

Note: Under section 250PA(1) Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held.

• 5 Written questions for the auditor must be delivered by 5:00pm on Wednesday, 4 November 2020. Please send any written questions for BDO to:

The Company Secretary Ms Catherine Teo PO Box 744 Queen Victoria Building NSW 1230

or via email to: c.teo@investsmart.com.au

Resolution 1: Directors’ Remuneration Report

• 6 The Remuneration Report is contained in the Annual Report. A copy is available on the Company’s website.

• 7 The Corporations Act requires that the Remuneration Report be put to a vote of Shareholders.

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• 8 The resolution of Shareholders is advisory only and not binding on the Company. The Board will take the discussion at the Meeting into consideration when determining the Company’s remuneration policy and appropriately respond to any concerns Shareholders may raise in relation to remuneration issues.

• 9 The Remuneration Report:

• (a) reports and explains the remuneration arrangements in place for non-executive Directors, executive Directors and senior management; and

• (b) explains Board policies in relation to the nature and value of remuneration paid to nonexecutive Directors, executives and senior managers within the Company.

• 10 The Chairman will give Shareholders a reasonable opportunity to ask questions about, or to make comments on, the Remuneration Report.

Directors’ recommendation

• 11 As the resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) Corporations Act, makes no recommendation regarding this resolution.

Resolution 2: Appointment of Auditor

• 12 As announced on the ASX on 31 January 2020, BDO Audit Pty Ltd ( BDO ) was appointed auditor of the Company following the resignation of Ernst & Young and ASIC’s consent to the resignation in accordance with s329(5) of the Corporations Act.

• 13 The Board’s decision to change auditors was made following a consultative process. The Board selected BDO on the basis of their reputation, expertise and suitability to the stage of development of the Company and its business.

• 14 As a result of the timing of the change, BDO filled a casual vacancy in accordance with s327C(1) of the Corporations Act. Under section 327C(2) of the Corporations Act, an auditor who has been appointed under s327C(1) of the Corporations Act only holds office until the Company’s next annual general meeting. The Company is required to appoint an auditor to fill any vacancy at each annual general meeting (after its first annual general meeting) pursuant to s327B(1)(b) of the Corporations Act.

• 15 Pursuant to section 328B of the Corporations Act, the Company received a valid notice of nomination of auditor that nominated BDO to be appointed as the auditor of the Company. A copy of the nomination is attached as Schedule 1 to this Notice of Meeting.

• 16 BDO has provided the Company with its written consent to act, subject to shareholders’ approval being granted, as the Company’s auditor in accordance with s328A(1) of the Corporations Act.

• 17 In accordance with s327B(1)(b) of the Corporations Act, an ordinary resolution is required at this Annual General Meeting to appoint BDO as the Company’s auditor and shareholders’ approval is sought to that appointment.

Resolution 3 : Re-election of Mr Kevin Moore FAICD, MCIM, JP

• 18 Mr Kevin Moore is retiring from office in accordance with Listing Rule 14.4 and Rule 18.3(a) of the Company’s Constitution and stands for re-election.

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• 19 Kevin Moore has multinational board and governance experience, specialising in digital marketing, and is a Growth Director with a focus on $10 million to $100 million businesses.

• 20 Mr Moore has a corporate career with director level marketing and general management experience across 30 countries, with success in launching and growing Australian and Global brands. Mr Moore’s private company career saw him build a small technology based retail marketing business into the sector leader in ANZ, and clients that include Apple, Woolworths and Coles.

• 21 Mr Moore is a fellow of the Australian Institute of Company Directors and a Member of the Chartered Institute of Marketing. He holds a Diploma in International and Export Marketing from Henley, The Management College, at The University of Reading. Mr Moore is Chairman of NowComms Asia Pte.

Directors’ recommendation

• 22 The Directors (with Mr Moore abstaining) unanimously recommend the election of Mr Moore to the Board.

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Special Business

Resolution 4: Approval to issue new EDSPs to the Company’s employees

Background

• 23 Resolution 4 seeks Shareholder approval for the purposes of sections 259B and 260C of the Corporations Act, Listing Rule 7.1, exception 13 of Listing Rule 7.2 and for all other purposes.

• 24 The Company currently has in place an Employee Share Ownership Plan ( ESOP ), which was first approved by Shareholders on 29 November 2016, and subsequently amended with Shareholder approval on 21 November 2018. In addition, the Company has in place a Long Term Incentive Plan ( LTIP ) which is open to key personnel, which was introduced in 2013.

• 25 The purposes of the ESOP and LTIP are to incentivise recipients to improve the Company’s performance and to align the interests of ESOP and LTIP recipients with those of shareholders.

• 26 The Company currently has the following ESOP shares on issue, excluding ESOP shares that have been issued to Mr Ron Hodge which are separately discussed in resolution 6:

Current ESOP shares on issue	Number	Maturity	Allocation Price
ESOP Dec 2016	2,345,000	March 2023	0.31
ESOP Sep 2017	400,000	March 2024	0.255
ESOP Dec 2018	1,060,000	March 2025	0.255
Total	3,805,000

*Not all the ESOP shares in the table above have vested

• 27 In addition, the Company has the following LTIP shares on issue to key personnel other than directors:

Security	Balance at 30 June 2020	Estimated or actual vesting date	Maturity date	Unvested balance at 30 June 2020	Allocation Price
Nigel Poole
LTIP Tranche 1	1,388,888	8/09/2016	8/09/2021	-	0.25
LTIP Tranche 2	1,388,888	8/09/2017	8/09/2022	-	0.25
LTIP Tranche 3	1,388,889	8/09/2018	8/09/2023	-	0.25
Alastair Davidson
LTIP Tranche 1	1,388,888	8/09/2016	8/09/2021	-	0.25
LTIP Tranche 2	1,388,888	8/09/2017	8/09/2022	-	0.25
LTIP Tranche 3	1,388,889	8/09/2018	8/09/2023	-	0.25
Alan Kohler
LTIP Tranche 1	1,333,333	11/04/2020		1,333,333	0.25
LTIP Tranche 2	1,333,333	11/04/2021		1,333,333	0.25
LTIP Tranche 3	1,333,334	11/04/2020		1,333,334	0.25
Total	12,333,330			4,000,000

• 28 As at 6 October 2020, at the 3 month average share price of $0.0751, the LTIP and ESOP share allocation prices, described in paragraphs 26 and 0, are out-of-the-money and do not serve their

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purposes of appropriately incentivising participants or aligning their interests with that of shareholders.

• 29 In addition, the current LTIP plan allows employees to retain the loan terms after they leave the Company, which does not incentivise LTIP participants to stay with the Company. The new EDSP requires employees to repay the loan within 7 days or forfeit the EDSP shares. The Company believes this will act as a deterrent to employees leaving the Company prematurely.

• 30 If resolution 4 is approved, then:

• (a) the Company’s existing ESOP and LTIP plans will be terminated and all ESOP shares and LTIP shares issued to date under those plans will be bought back by the Company and cancelled; and

• (b) the Company will adopt the EDSP as its new employee incentive scheme under ASIC Class Order [CP/14/1000] and issue new EDSP shares as set out this Explanatory Memorandum. A summary of the key terms of the EDSP is set out in Schedule 2.

• 31 Resolution 4 is conditional on resolutions 5 and 6 also being approved. If either resolution 4, resolution 5 or resolution 6 is not approved, then the ESOP and LTIP plans and all shares issued under those plans will remain in place and no EDSP shares will be issued.

• 32 Given that the EDSP is a new equity incentive plan, this is the first time the Company has sought Shareholder approval in respect of the EDSP (and the issue of EDSP shares under it). As at the date of the Annual General Meeting, no EDSP shares have been granted under the EDSP.

Cancellation of existing ESOP/LTIP shares and issue of new EDSP shares to employees

• 33 Resolution 4 contemplates that:

• (a) 3,805,000 ESOP shares and 12,333,330 LTIP shares issued to employees (excluding Mr Ron Hodge), as described in paragraphs 26 and 0, will be bought back by the Company and cancelled. No funds will be expended by the Company in the buyback of these shares;

• (b) 10,000,000 new EDSP shares will be issued in lieu of the cancelled ESOP shares to employees of the Company; and

• (c) 14,633,328 new EDSP shares will be issued in lieu of the cancelled LTIP shares as follows:

	Balance at 30 June 2020	Vesting date	Maturity date	Allocation Price
Nigel Poole
Tranche 1	1,688,888	30/11/2020	30/11/2025	0.15
Tranche 2	1,688,888	30/11/2021	30/11/2026	0.20
Tranche 3	1,688,888	30/11/2022	30/11/2027	0.30
Alastair Davidson
Tranche 1	1,688,888	30/11/2020	30/11/2025	0.15
Tranche 2	1,688,888	30/11/2021	30/11/2026	0.20
Tranche 3	1,688,888	30/11/2022	30/11/2027	0.30
Alan Kohler
Tranche 1	1,500,000	30/11/2020	30/11/2025	0.15

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Tranche 2	1,500,000	30/11/2021	30/11/2026	0.20
Tranche 3	1,500,000	30/11/2022	30/11/2027	0.30

Listing Rules and Corporations Act requirements

• 34 Listing Rule 7.1 provides that a company must not, without shareholder approval, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

• 35 Listing Rule 7.2 provides a number of exceptions to Listing Rule 7.1. Exception 13 to Listing Rule 7.2 provides that equity securities issued pursuant to an employee incentive scheme are not included in the calculation of the 15% limit for Listing Rule 7.1 purposes, if the employee incentive scheme and the issue of equity securities under it have been approved by shareholders within the three year period prior to the issue of equity securities.

• 36 Resolution 4 seeks Shareholder approval, for the purpose of Exception 13 and for all other purposes, for the EDSP and the issue of fully paid ordinary shares in the Company under the EDSP from time to time.

• 37 Shareholders are advised of the following particulars in relation to the issue of EDSPs:

• (a) recipients of EDSP shares to be issued under resolution 4 will be selected from the current employees of the Company with the quantum to be approved by the Board based on their relative salary and seniority;

• (b) the maximum number of EDSP shares to be issued under this resolution 4 is 24,633,328 fully paid ordinary shares in the Company;

• (c) the Company will issue the EDSP shares under this resolution 4 no later than three months after the date of this Annual General Meeting;

• (d) a summary of the key terms of the EDSP are outlined in Error! Reference source not found. ; and

• (e) the purpose of issue is to appropriately incentivise employees of the Company by aligning their remuneration to the performance of the Company and the share price of the Company. No funds will be raised by the issue of EDSP shares.

• 38 The EDSP involves the Company providing non-recourse loans to eligible participants for the sole purpose of acquiring shares. The Corporations Act restricts a company from financially assisting a person to acquire shares in the company without shareholder approval. Accordingly, as part of resolution 4, the Company is seeking Shareholder approval for the purposes of section 260C Corporations Act to provide loans to eligible participants in connection with the issue of Shares under the EDSP.

• 39 Section 259B(1) Corporations Act prohibits a company taking security over its own shares, except as permitted by section 259B(2) Corporations Act, which authorises a company to take security over shares in itself under an employee share scheme which has been approved by shareholders. When a loan is made to an eligible employee under the EDSP, until that loan is repaid, the Company will have a lien over the Shares to which the loan relates. As part of resolution 4 the Company is seeking Shareholder approval for the purposes of section 259B Corporations Act to take security over its own shares as part of the loan arrangements for eligible participants in connection with the issue of Shares under the EDSP.

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Voting Exclusion Statement

• 40 The Company will disregard any votes cast in favour of this resolution by or on behalf of any person who is eligible to participate in the EDSP or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of the resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Directors’ recommendation

• 41 The Directors unanimously recommend that you vote in favour of this resolution 4.

Resolution 5: Approval to issue new EDSPs to Mr Paul Clitheroe

Background

• 42 Resolution 5 seeks Shareholder approval for the purposes of sections 259B and 260C of the Corporations Act, exception 14 of Listing Rule 7.2, Listing Rule 10.14 and for all other purposes.

43 Mr Paul Clitheroe currently holds the following LTIP shares:

Security	Balance at 30 June 2020	Estimated or actual vesting date	Maturity date	Unvested balance at 30 June 2020	Allocation Price
Paul Clitheroe
LTIP Tranche 1	1,333,333	30/05/2016	30/05/2021	-	0.25
LTIP Tranche 2	1,333,333	N/A		1,333,333	0.25
LTIP Tranche 3	1,333,334	N/A		1,333,334	0.25

• 44 As set out above, 1,333,333 of these shares vested on 30 May 2016, when the share price reached $0.33 per share. The second tranche will vest when the share price reaches $0.42 per share. The final tranche will vest when the share price reaches $0.50 per share. There is no time limit for the share price to reach the vesting price.

• 45 At the allocation price described in paragraph 43, the LTIP shares are out-of-the-money and do not appropriately serve their purpose of aligning Mr Clitheroe’s interests with that of shareholders.

• 46 If resolution 5 is approved, then:

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• (a) the LTIP shares currently issued to Mr Paul Clitheroe described in paragraph 43 will be bought back by the Company and cancelled; and

• (b) the Company will issue new EDSP shares to Mr Paul Clitheroe in accordance with paragraph 48.

• 47 Resolution 5 is conditional on resolutions 4 and 6 also being approved. If either resolution 4, resolution 5 or resolution 6 is not approved, then the ESOP and LTIP plans and all shares issued under those plans will remain in place and no EDSP shares will be issued.

Cancellation of existing LTIP shares and issue of new EDSP shares

• 48 Resolution 5 contemplates that:

• (a) all LTIP shares that are currently issued to Mr Paul Clitheroe and described in paragraph 43 will be bought back by the Company and cancelled. No funds will be expended in the buyback of the LTIP shares; and

• (b) new EDSP shares will be issued in lieu of the cancelled LTIP shares to Mr Paul Clitheroe, in accordance with the following table:

	Number of EDSP shares	Vesting date	Maturity date	Allocation Price
Paul Clitheroe
Tranche 1	1,333,333	30/11/2020	30/11/2025	0.15
Tranche 2	1,333,333	30/11/2021	30/11/2026	0.20
Tranche 3	1,333,334	30/11/2022	30/11/2027	0.30

Listing Rules and Corporations Act requirements

• 49 Listing Rule 7.1 provides that a company must not, without shareholder approval, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. Under exception 14 of Listing Rule 7.2, Listing Rule 7.1 does not apply to issues of securities made with the approval of Shareholders under Listing Rule 10.11.

• 50 Listing Rule 10.11 provides that a company must not, without shareholder approval, issue or agree to issue equity securities to certain related parties, including directors of the company, unless an exception applies. One of the exceptions to Listing Rule 10.11 is where the relevant equity securities are issued with shareholder approval under Listing Rule 10.14. Listing Rule 10.14 requires a company to obtain shareholder approval for the issue of equity securities to directors of the company under an employee incentive scheme.

• 51 The Board has also considered Chapter 2E Corporations Act. The Board has determined that the reasonable remuneration exemption under section 211 Corporations Act applies to resolutions 5(a) and 5(b) on the basis that:

• (a) the terms of the EDSP apply equally to all employees and eligible directors;

• (b) Mr Clitheroe will be receiving the same number of EDSP shares as he currently has in LTIP shares; and

• (c) the issue of EDSP shares to Mr Paul Clitheroe is otherwise reasonable in the circumstances and for the reasons stated in this Explanatory Memorandum.

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• 52 In accordance with Listing Rule 10.15, Shareholders are advised of the following particulars:

• (a) Mr Paul Clitheroe is a director of the Company and as such falls within Listing Rule 10.14.1;

• (b) 4,000,000 new fully paid ordinary shares under the EDSP, as set out in the table in paragraph 48, will be issued to Mr Paul Clitheroe, no later than three months after the date of this Annual General Meeting;

• (c) for the year ended 30 June 2020, Mr Clitheroe received $87,000 (including superannuation) in director’s fees;

• (d)

• to date, no equity securities have been issued under the EDSP;

• (e) the 4,000,000 new EDSP shares will be issued at the allocation price and will vest in accordance with the vesting dates set out in the table in paragraph 48;

• (f) a summary of the key terms of the EDSP are outlined in Error! Reference source not found. ;

• (g) Mr Clitheroe will receive a loan from the Company in connection with the issue of EDSP shares to him under resolution 5. The material terms of the loan are as follows:

  • (i) the loan is an interest free, non-recourse loan for $866,666.75 from the Company for the sole purpose of acquiring EDSP shares in the Company as described in paragraph 48;

  • (ii) any unvested shares surrendered are forfeited in full settlement of the loan balance and no benefit accrues to Mr Clitheroe;

  • (iii) Mr Clitheroe will be required to repay the loan or forfeit shares (vested or unvested) relating to a specific tranche of shares within five years of the vesting of each tranche of shares;

  • (iv) if Mr Clitheroe retires as a director or is removed as a director of the Company, then:

    • (A) where EDSP shares have vested, he may choose to either repay the loan or forfeit shares; and

    • (B) where EDSP shares have not vested, he must forfeit the shares in full satisfaction of the loan;

  • (v) Mr Clitheroe will be entitled to any dividends paid on the shares (whether the shares have vested or remain unvested);

  • (vi) the shares are restricted until the end of the vesting period and while the loan remains outstanding;

• (h) details of any equity securities issued to any director under the EDSP will be published in the Company’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and

• (i) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of equity securities under the EDSP after resolutions 5 and 6 are approved

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and who are not named in this notice of meeting will not participate until shareholder approval is obtained under Listing Rule 10.14.

• 53 The Corporations Act restricts a company from financially assisting a person to acquire shares in the company without shareholder approval. Accordingly, as part of resolution 5, the Company is seeking Shareholder approval for the purposes of section 260C Corporations Act to provide loans to eligible participants in connection with the issue of Shares under the EDSP.

• 54 Section 259B(1) Corporations Act prohibits a company taking security over its own shares, except as permitted by section 259B(2) Corporations Act, which authorises a company to take security over shares in itself under an employee share scheme which has been approved by shareholders. When a loan is made to an eligible employee under the EDSP, until that loan is repaid, the Company will have a lien over the Shares to which the loan relates. As part of resolution 5 the Company is seeking Shareholder approval for the purposes of section 259B Corporations Act to take security over its own shares as part of the loan arrangements for eligible participants in connection with the issue of Shares under the EDSP.

Voting Exclusion Statement

• 55 The Company will disregard any votes cast in favour of this resolution by or on behalf of:

• (a) Mr Paul Clitheroe or an associate of Mr Paul Clitheroe; and

• (b) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the EDSP and any associate of those persons.

However, this does not apply to a vote cast in favour of the resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Directors’ recommendation

• 56 The Directors (Mr Paul Clitheroe abstaining) unanimously recommend that you vote in favour of this resolution 5.

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Resolution 6: Approval to issue new EDSPs to Mr Ron Hodge

Background

• 57 Resolution 6 seeks Shareholder approval for the purposes of sections 259B and 260C of the Corporations Act, exception 14 of Listing Rule 7.2, Listing Rule 10.14 and for all other purposes.

• 58 Mr Ron Hodge, as Managing Director of the Company, currently holds the following LTIP shares. These LTIP shares have no performance conditions:

Security	Balance at 30 June 2020	Estimated or actual vesting date	Maturity date	Unvested balance at 30 June 2020	Allocation Price
Ron Hodge
LTIP Tranche 1	1,388,888	8/09/2016	8/09/2021	-	0.25
LTIP Tranche 2	1,388,888	8/09/2017	8/09/2022	-	0.25
LTIP Tranche 3	1,388,889	8/09/2018	8/09/2023	-	0.25

• 59 As Managing Director, Mr Hodge is eligible to participate in the Company’s ESOP and received 400,000 shares at 31 cents per share and a corresponding limited recourse loan on 28 December 2016, as approved by shareholders. The first tranche of 133,333 shares vested on 28 December 2017, the second tranche of 133,333 shares vested on 28 December 2018 and the third tranche of 133,334 shares vested on 28 December 2019.

• 60 At the allocation prices described in paragraphs 58 and 59, the LTIP shares and ESOP shares held by Mr Ron Hodge are out-of-the-money and do not appropriately serve their purpose of aligning Mr Hodge’s interests with that of shareholders.

• 61 If resolution 6 is approved, then:

• (a) the ESOP and LTIP shares currently issued to Mr Ron Hodge described in paragraphs 58 and 59 will be bought back by the Company and cancelled; and

• (b) the Company will issue new EDSP shares to Mr Ron Hodge in accordance with paragraph 63.

• 62 Resolution 6 is conditional on resolutions 4 and 5 also being approved. If either resolution 4, resolution 5 or resolution 6 is not approved, then the ESOP and LTIP plans and all shares issued under those plans will remain in place and no EDSP shares will be issued.

Cancellation of existing LTIP shares and issue of new EDSP shares

• 63 Resolution 6 contemplates that:

• (a) all LTIP shares and ESOP shares that are currently issued to Mr Ron Hodge and described in paragraphs 58 and 59 will be bought back by the Company and cancelled. No funds will be expended in the buyback of the LTIP and ESOP shares; and

• (b) new EDSP shares will be issued in lieu of the cancelled LTIP shares and ESOP shares to Mr Ron Hodge, in accordance with the following table:

		Number of EDSP shares	Vesting date	Maturity date	Allocation Price

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Ron Hodge
Tranche 1	1,788,888	30/11/2020	30/11/2025	0.15
Tranche 2	1,788,888	30/11/2021	30/11/2026	0.20
Tranche 3	1,788,888	30/11/2022	30/11/2027	0.30

Listing Rules and Corporations Act requirements

• 64 Listing Rule 7.1 provides that a company must not, without shareholder approval, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. Under exception 14 of Listing Rule 7.2, Listing Rule 7.1 does not apply to issues of securities made with the approval of Shareholders under rule 10.11.

• 65 Listing Rule 10.11 provides that a company must not, without shareholder approval, issue or agree to issue equity securities to certain related parties, including directors of the company, unless an exception applies. One of the exceptions to Listing Rule 10.11 is where the relevant equity securities are issued with shareholder approval under Listing Rule 10.14. Listing Rule 10.14 requires a company to obtain shareholder approval for the issue of equity securities to directors of the company under an employee incentive scheme.

• 66 The Board has also considered Chapter 2E Corporations Act. The Board has determined that the reasonable remuneration exemption under section 211 Corporations Act applies to resolutions 5(a) and 5(b) on the basis that:

• (a) the terms of the EDSP apply equally to all employees and eligible directors; and

• (b) the issue of EDSP shares to Mr Ron Hodge is otherwise reasonable considering he is the Managing Director of the Company and in the circumstances and for the reasons stated in this Explanatory Memorandum.

• 67 In accordance with Listing Rule 10.15, Shareholders are advised of the following particulars:

• (a) Mr Ron Hodge is the Managing Director of the Company and as such falls within Listing Rule 10.14.1;

• (b) 5,366,664 new fully paid ordinary shares under the EDSP, as set out in the table in paragraph 63, will be issued to Mr Ron Hodge, no later than three months after the date of this Annual General Meeting;

• (c) for the year ended 30 June 2020, Mr Hodge received $281,943 (including superannuation, accrued annual leave, accrued long service leave and LTIP and ESOP expenses) in director’s fees;

• (d) to date, no equity securities have been issued under the EDSP

• (e) the 5,366,664 new EDSP shares will be issued at the allocation price and will vest in accordance with the vesting dates set out in the table in paragraph 63;

• (f) a summary of the key terms of the EDSPs are outlined in Error! Reference source not found. ;

• (g) Mr Hodge will receive a loan from the Company in connection with the issue of EDSP shares to him under resolution 6. The material terms of the loan are as follows:

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  - (i) the loan is an interest free, non-recourse loan for $1,162,777.20 from the Company for the sole purpose of acquiring EDSP shares in the Company as described in paragraph 63;

  - (ii) any unvested shares surrendered are forfeited in full settlement of the loan balance and no benefit accrues to Mr Hodge;

  - (iii) Mr Hodge will be required to repay the loan or forfeit shares (vested or unvested) relating to a specific tranche of shares within five years of the vesting of each tranche of shares;

  - (iv) if Mr Hodge retires as a director or is removed as a director of the Company, then:

     - (A) where EDSP shares have vested, he may choose to either repay the loan or forfeit shares; and

     - (B) where EDSP shares have not vested, he must forfeit the shares in full satisfaction of the loan;

  - (v) Mr Hodge will be entitled to any dividends paid on the shares (whether the shares have vested or remain unvested);

  - (vi) the shares are restricted until the end of the vesting period and while the loan remains outstanding;

• (h) details of any equity securities issued to any director under the EDSP will be published in the Company’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and

• (i) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of equity securities under the EDSP after resolutions 5 and 6 are approved and who are not named in this notice of meeting will not participate until shareholder approval is obtained under Listing Rule 10.14.

• 68 The Corporations Act restricts a company from financially assisting a person to acquire shares in the company without shareholder approval. Accordingly, as part of resolution 6, the Company is seeking Shareholder approval for the purposes of section 260C Corporations Act to provide loans to eligible participants in connection with the issue of Shares under the EDSP.

• 69 Section 259B(1) Corporations Act prohibits a company taking security over its own shares, except as permitted by section 259B(2) Corporations Act, which authorises a company to take security over shares in itself under an employee share scheme which has been approved by shareholders. When a loan is made to an eligible employee under the EDSP, until that loan is repaid, the Company will have a lien over the Shares to which the loan relates. As part of resolution 6 the Company is seeking Shareholder approval for the purposes of section 259B Corporations Act to take security over its own shares as part of the loan arrangements for eligible participants in connection with the issue of Shares under the EDSP.

Voting Exclusion Statement

• 70 The Company will disregard any votes cast in favour of this resolution by or on behalf of

• (a) Mr Ron Hodge or an associate of Mr Ron Hodge; and

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• (b) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the EDSP and any associate of those persons.

However, this does not apply to a vote cast in favour of the resolution by:

• (c) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Directors’ recommendation

The Directors (Mr Ron Hodge abstaining) unanimously recommend that you vote in favour of this resolution 6.

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Glossary

InvestSMART Group Limited ACN 111 772 359

Capitalised terms in this Notice of Meeting and Explanatory Memorandum have the meaning set out below:

Definition	Meaning
Annual General Meetingor Meeting	means the Company’s annual general meeting the subject of this Notice of Meeting.
Annual Report	means the 2020 annual report of the Company.
ASX	means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires).
Board	means the board of directors of the Company.
Closely Related Parties	has the meaning given to the term in the Corporations Act.
CompanyorInvestSMART Group Limited	means InvestSMART Group Limited ACN 111 772 359.
Constitution	means the constitution of the Company.
Corporations Act	means the Corporations Act 2001 (Cth).
Directors	means the directors of the Company.
EDSP	Employee and Director Share Plan
ESOP	the InvestSMART Employee Share Ownership Plan which was first approved by Shareholders on 29 November 2016, and subsequently amended with Shareholder approval on 21 November 2018.
Explanatory Memorandum	means the explanatory memorandum attached to the Notice of Meeting.
Key Management Personnel	means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).
Listing Rules	means the listing rules of ASX.
LTIP	the InvestSMART Long Term Incentive Plan (LTIP) which is open to key personnel, which was introduced in 2013.
Notice of Meeting	means this notice of meeting and includes the Explanatory Memorandum.
Related Parties	the meaning given to that term under ASX Listing Rule 19.
Remuneration Report	means the section of the Directors’ report for the 2020 financial year that is included under section 300A(1) Corporations Act.
Shareholder	means a person who is the registered holder of Shares.
Shares	means the existing fully paid ordinary shares in the Company.

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Schedule 1

Nomination of BDO as the auditor of the Company

The Directors InvestSMART Group Limited Suite 2, Level 2 66 Clarence Street Sydney NSW 2000

25 September 2020

Dear Directors

The undersigned being a member of Company Name hereby nominates BDO Audit Pty Ltd. for appointment as auditor of the company at the forthcoming annual general meeting.

Yours faithfully

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Alastair Davidson Head of Funds Management

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Schedule 2

Summary of the InvestSMART Employee and Director Share Plan Rules

Who is eligible to participate?	All full time and part time employees and all Directors of the Company are eligible to participate in the EDSP.
How will Shares under the EDSP be allocated?	The Board may determine the number of Shares that are to be allocated to each eligible participant under the EDSP in its absolute discretion, having regard to the participant’s: • length of service; • position and remuneration; and • any other matters considered relevant by the Board. The number and the terms of Shares that are to be allocated to Mr Paul Clitheroe and Mr Ron Hodge (as Directors and therefore Related Parties of the Company) under the EDSP are described in the Explanatory Memorandum.
What are the rights attaching to Shares issued under the EDSP?	Shares issued under this Plan will, from the date of allotment, rank equally with all other issued Shares in all respects including with respect to voting rights and entitlements to participate in dividends, future rights and bonus issues. These rights apply even if the Shares are subject to the holding lock.
How does the EDSP work?	1. Participants will be invited to participate in the EDSP by the Board. 2. The invitation will describe the number of Shares and the terms attaching to those Shares, including the application price at which the Shares are to be issued to the participant. 3. The Company will provide a loan to the participant equivalent to the application price multiplied by the number of Shares issued to the participant. 4. All Shares issued under the EDSP are subject to a holding lock, meaning that the Shares cannot be traded, until the applicable vesting date. 5. After the holding lock period expires, participants may elect to transfer their Shares. The loan must be repaid by the participant within 7 days of transfer of the Shares.
What happens if a participant ceases to work for the Company?	6. While the Shares are subject to a holding lock and the loan remains unpaid: (a) if a participant is dismissed by the Company for cause or resigns from service of the Company, then that participant automatically forfeits all interest in the Shares and the Company is entitled to buy back and cancel the Shares held by that participant; (b) if a participant is made redundant by the Company, then the participant is able to retain the Shares and the loan remains in place.

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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 10:00am (AEDT) on Monday 9 November 2020.

 TO VOTE ONLINE STEP 1: VISIT https://www.votingonline.com.au/invagm2020 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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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 10:00am (AEDT) on Monday, 9 November 2020. 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 https://www.votingonline.com.au/invagm2020  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

InvestSMART Group Limited ACN 111 772 359

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 InvestSMART Group 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 Annual General Meeting of the Company to be held Virtually on Wednesday, 11 November, 2020 at 10:00am (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.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1,4,5 and 6, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1,4,5 and 6 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1,4,5 and 6). 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.

The Board has determined that all resolutions will be determined by poll.

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 and your vote will not be counted in calculating the required majority in the poll.

For Against Abstain*

Resolution 1 Directors Remuneration

Resolution 2 Appointment of auditor Resolution 3 Re-election of Mr Kevin Moore Resolution 4 Approval to issue new EDSPs to the Company’s employees Resolution 5 Approval to issue new EDSPs to Mr Paul Clitheroe Resolution 6 Approval to issue new EDSPs to Mr Ron Hodge

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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 / / 2020

Online Voting User Guide

Getting Started

In order to participate in the meeting, you will need to download the App onto your smartphone device. This can be downloaded from the Google Play Store™ or the Apple® App Store by searching by app name “ Lumi AGM ”.

Alternatively, Lumi AGM can be accessed using any web browser on a PC, tablet or smartphone device. To use this method, please go to https://web.lumiagm.com .

To log in to the portal, you will need the following information:

Meeting ID: 399‐331‐415

	Meeting ID: 399‐331‐415
Australian	Username(Boardroom internal S reference number*) andPassword(postcode of your
Residents	registered address) *Boardroom internal S Reference number can be located on the
	back of your proxy form or on your notice of meeting email)
Overseas	Username (Boardroom internal S reference number*) and Password (three character
Residents	country code e.g. New Zealand – NZL)
	A full list of country codes can be found at the end of this guide.

Appointed	To receive your Username and Password, please contact our share registry, Boardroom Pty
Proxy	Ltd on1300 737 760or+61 2 9290 9600between 8:30am to 5:30pm (AEST) Monday to
	Friday the day before the meeting.

To join the meeting, you will be required to enter the above unique 9 digit meeting ID and select ‘ Join ’. To proceed to registration, you will be asked to read and accept the terms and conditions.

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If you are a Shareholder , select ‘I have a login’ and enter your Username (Boardroom internal S reference number) and Password (postcode or country code). If you are a Proxy holder you will need to enter the unique Username and Password provided by Boardroom and select ‘ Login ’.

If you are not a Shareholder, select ‘I am a guest’. You will be asked to enter your name and email details, then select ‘Enter’. Please note, guests are not able to ask questions at the meeting.

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Navigating

Once you have registered, you will be taken to the homepage which displays your name and meeting information.

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To activate the webcast, please click on the Broadcast bar at the bottom of the screen. If prompted you may have to click the play button in the window to initiate the broadcast.

Once you select to view the webcast from a smartphone it can take up to approximately 30 seconds for the live feed to appear on some devices. If you attempt to log into the app before the Meeting commences, a dialog box will appear.

NOTE: We recommend once you have logged in, you keep your browser open for the duration of the meeting. If you close your browser you will be asked to repeat the log in process.

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To ask a Question

If you would like to ask a question:

1. Select the question icon

2. Compose your question.

3. Select the send icon

4. You will receive confirmation that your question has been received.

The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavor to answer all questions at the Meeting.

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To Vote

If you would like to cast a vote:

1. When the Chair declares the polls open, the resolutions and voting choices will appear.

2. Press the option corresponding with the way in which you wish to vote.

3. Once the option has been selected, the vote will appear in blue.

4. If you change your mind and wish to change your vote, you can simply press the new vote or cancel your vote at any time before the Chair closes the polls.

5. Upon conclusion of the meeting the home screen will be updated to state that the meeting is now closed.

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Need help? If you require any help using this system prior to or during the Meeting, please call 1300 737 760 or +61 2 9290 9600 so we can assist you

Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABW Aruba AFG Afghanistan AGO Angola AIA Anguilla ALA Aland Islands ALB Albania AND Andorra ANT Netherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASM American Samoa ATA Antarctica ATF French Southern ATG Antigua & Barbuda AUS Australia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BEN Benin BFA Burkina Faso BGD Bangladesh BGR Bulgaria BHR Bahrain BHS Bahamas BIH Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOL Bolivia BRA Brazil BRB Barbados BRN Brunei Darussalam BTN Btn BUR Burma BVT Bouvet Island BWA Botswana CAF Central African Republic CAN Canada CCK Cocos (Keeling) Islands CHE Switzerland CHL Chile CHN China CIV Cote D’ivoire CMR Cameroon COD Democratic Republic of Congo COK Cook Islands COL Colombia COM Comoros CPV Cape Verde CRI Costa Rica CUB Cuba CYM Cayman Islands CYP Cyprus CXR Christmas Island CZE Czech Republic DEU Germany DJI Djibouti DMA Dominica DNK Denmark DOM Dominican Republic	DZA Algeria ECU Ecuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FRO Faroe Islands FSM Micronesia GAB Gabon GBR United Kingdom GEO Georgia GGY Guernsey GHA Ghana GIB Gibraltar GIN Guinea GLP Guadeloupe GMB Gambia GNB Guinea-Bissau GNQ Equatorial Guinea GRC Greece GRD Grenada GRL Greenland GTM Guatemala GUF French Guiana GUM Guam GUY Guyana HKG Hong Kong HMD Heard & Mcdonald Islands HND Honduras HRV Croatia HTI Haiti HUN Hungary IDN Indonesia IMN Isle Of Man IND India IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ISM British Isles ISL Iceland ISR Israel ITA Italy JAM Jamaica JEY Jersey JOR Jordan JPN Japan KAZ Kazakhstan KEN Kenya KGZ Kyrgyzstan KHM Cambodia KIR Kiribati KNA St Kitts And Nevis KOR Korea Republic of KWT Kuwait LAO Lao Pdr LBN Lbn	LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MAC Macao MAF St Martin MAR Morocco MCO Monaco MDA Republic Of Moldova MDG Madagascar MDV Maldives MEX Mexico MHL Marshall Islands MKD Macedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMR Myanmar MNE Montenegro MNG Mongolia MNP Northern Mariana Islands MOZ Mozambique MRT Mauritania MSR Montserrat MTQ Martinique MUS Mauritius MWI Malawi MYS Malaysia MYT Mayotte NAM Namibia NCL New Caledonia NER Niger NFK Norfolk Island NGA Nigeria NIC Nicaragua NIU Niue NLD Netherlands NOR Norway Montenegro NPL Nepal NRU Nauru NZL New Zealand OMN Oman PAK Pakistan PAN Panama PCN Pitcairn Islands PER Peru PHL Philippines PLW Palau PNG Papua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of PRT Portugal PRY Paraguay PSE Palestinian Territory Occupied PYF French Polynesia QAT Qatar Re REU Reunion	ROU Romania
			RUS Russian Federation
			RWA Rwanda
			SAU Saudi Arabia Kingdom Of
			SDN Sudan
			SEN Senegal
			SGP Singapore
			SGS Sth Georgia & Sth Sandwich Isl
			SHN St Helena
			SJM Svalbard & Jan Mayen
			SLB Solomon Islands
			SCG Serbia & Outlying
			SLE Sierra Leone
			SLV El Salvador
			SMR San Marino
			SOM Somalia
			SPM St Pierre And Miquelon
			SRB Serbia
			STP Sao Tome And Principe
			SUR Suriname
			SVK Slovakia
			SVN Slovenia
			SWE Sweden
			SWZ Swaziland
			SYC Seychelles
			SYR Syrian Arab Republic
			TCA Turks & Caicos Islands
			TCD Chad
			TGO Togo
			THA Thailand
			TJK Tajikistan
			TKL Tokelau
			TKM Turkmenistan
			TLS East Timor
			TMP East Timor
			TON Tonga
			TTO Trinidad & Tobago
			TUN Tunisia
			TUR Turkey
			TUV Tuvalu
			TWN Taiwan
			TZA Tanzania United Republic of
			UGA Uganda
			UKR Ukraine
			UMI United States Minor
			URY Uruguay
			USA United States of America
			UZB Uzbekistan
			VNM Vietnam
			VUT Vanuatu
			WLF Wallis & Futuna
			WSM Samoa
			YEM Yemen
			YMD Yemen Democratic
			YUG Yugoslavia Socialist Fed Rep
			ZAF South Africa
			ZAR Zaire
			ZMB Zambia
			ZWE Zimbabw