INVESTSMART GROUP LIMITED — Proxy Solicitation & Information Statement 2016

Apr 13, 2016

AUSTRALASIAN WEALTH INVESTMENTS LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of the Members ( Meeting ) of Australasian Wealth Investments Limited ACN 111 772 359 ( Company ) will be held on Wednesday 18 May 2016 at 11.00 am at the Four Seasons Hotel, 199 George Street, Sydney, NSW, 2000, in Gallery 1 on Level 2.

SPECIAL BUSINESS

1. Change of Company Name

To consider and if thought fit, pass the following as a special resolution:

That with effect from the day on which the Australian Securities and Investments Commission alters the details of the Company’s registration, for the purposes of section 157 of the Corporations Act and for all other purposes, the name of the Company change from “Australasian Wealth Investments Limited” to “Investsmart Group Limited” and the Constitution of the Company and all other records be amended accordingly.

Entitlement to Vote

For the purposes of the Meeting, all shares will be taken to be held by the persons who, according to the Company’s share register, held them as registered shareholders at 7.00 pm (Sydney time) on Monday 16 May 2016. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

How to Vote

Members entitled to vote at the Meeting may vote:

• by attending the meeting and voting in person; or

• by appointing an attorney to attend the meeting and vote on their behalf or, in the case of corporate members or proxies, a corporate representative to attend the meeting and vote on its behalf; or

• by appointing a proxy to attend and vote on their behalf, using the proxy form accompanying this Notice. A proxy may be an individual or a body corporate.

Voting in person (or by attorney or by corporate representative)

Members or their proxies, attorneys or representatives (including representatives of corporate proxies) wishing to vote in person should attend the Meeting and bring a form of personal identification (such as their driver's licence).

To vote by attorney at this meeting, the original or an originally certified copy of the power of attorney or other authority (if any) under which the instrument is signed must be received by the Company’s Share Registry before 11.00 am (Sydney time) on Monday 16 May 2016 in any of the following ways:

By post to the Share Registry, Boardroom Pty Limited: GPO Box 3993, Sydney, NSW, 2001, Australia

By hand delivery to Boardroom Pty Limited at:

Level 12, 225 George Street, Sydney, NSW, 2000, Australia

Australasian Wealth Investments Limited: Notice of Extraordinary General Meeting

page 1

To vote in person, you or your proxy, attorney, representative or corporate proxy representative must attend the Meeting.

A vote cast in accordance with the appointment of a proxy or power of attorney is valid even if before the vote was cast the appointor:

• died;

• became mentally incapacitated;

• revoked the proxy or power; or  transferred the Shares in respect of which the vote was cast,

unless the Company receives written notification of the death, mental incapacity, revocation or transfer before the Meeting.

To vote by corporate representative at the Meeting, a corporate Member or proxy should obtain an Appointment of Corporate Representative Form from the Share Registry and complete and sign the form in accordance with the instructions on it. The appointment should be lodged at the registration desk on the day of the Meeting. The appointment of a representative may set out restrictions on the representative's powers.

The original form of appointment of a representative, a certified copy of the appointment, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed. The Chairman of the Meeting may permit a person claiming to be a representative to exercise the body's powers even if he or she has not produced a certificate or other satisfactory evidence of his or her appointment.

Voting by Proxy

Any Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of that Member. The proxy does not need to be a Member. A Member that 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 Member’s votes. A proxy may be an individual or a body corporate. A proxy that is a body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the Member's proxy.

A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on the motion. If an appointment directs the way the proxy is to vote on the motion:

• if the proxy is the Chairman of the Meeting ‐‐‐ the proxy must vote on a poll and must vote in the way directed;

• if the proxy is not the Chairman of the Meeting ‐‐‐ the proxy need not vote on a poll, but if the proxy does so, the proxy must vote in the way directed; and

• if the proxy does not attend the Meeting, or does not vote on a poll, the Chairman of the Meeting is taken, before voting on the motion closes, to have been appointed as the proxy for the purposes of voting on the motion at the Meeting.

If a proxy appointment is signed or validly authenticated by the Member but does not name the proxy or proxies in whose favour it is given, the Chairman of the Meeting may either act as proxy or complete the proxy appointment by inserting the name or names of one or more Directors or the Company Secretary.

Australasian Wealth Investments Limited: Notice of Extraordinary General Meeting

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If:

• a Member nominates the Chairman of the Meeting as the Member's proxy; or

• the Chairman of the Meeting is to act as proxy if a proxy appointment is signed by a Member but does not name the proxies in whose favour it is given or otherwise under a default appointment according to the terms of the proxy form,

then the person acting as Chairman in respect of an item of business at the Meeting must act as proxy under the appointment in respect of that item of business.

Proxies must be lodged not later than 48 hours before the Meeting i.e. 11.00 am (Sydney time) on Monday 16 May 2016 in any of the following ways:

By post to the Share Registry, Boardroom Pty Limited:

• GPO Box 3993, Sydney, NSW, 2001, Australia

By hand delivery to Boardroom Pty Limited at:

Level 12, 225 George Street, Sydney, NSW, 2000, Australia

By fax to Boardroom Pty Limited on:

• +61 2 9290 9655

• By electronic lodgement:

www.votingonline.com.au/awiegm2016 in accordance with instructions provided on the enclosed proxy form. You will need your postcode or country of residence to lodge your proxy vote online.

A form of proxy is provided with this notice.

Further Information

If you have any queries in relation to the Meeting, please contact the Company Secretary, Peter Friend, on +61 2 8305 6000 or peterfriend@awilimited.com.

Dated this 11th day of April 2016.

By order of the Board of Directors

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Paul Clitheroe Chairman

Australasian Wealth Investments Limited: Notice of Extraordinary General Meeting

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EXPLANATORY MEMORANDUM

(This Explanatory Memorandum forms part of the Notice of Meeting)

This Explanatory Memorandum provides information for Members in respect of the motion to be considered at an Extraordinary General Meeting of Australasian Wealth Investments Limited ( Company ) to be held on Wednesday 18 May 2016 at 11.00 am at the Four Seasons Hotel, 199 George Street, Sydney, NSW, 2000, in Gallery 1 on Level 2.

SPECIAL BUSINESS

1. Change of Company Name

It is proposed that the Company change its name from “Australasian Wealth Investments Limited” to “Investsmart Group Limited”. This is proposed following a review from which the Board determined it is desirable to align the Company’s name and the Company’s primary business brand in order to maximise recognition of that brand.

Under the Corporations Act, a company may change its name by passing a special resolution, adopting a new name and lodging an application in the prescribed form with the Australian Securities and Investments Commission. The change of name will take effect when the Australian Securities and Investments Commission alters the details of the Company’s registration. A change of the Company’s name will not create a new legal entity nor affect the Company’s existing property, rights or obligations.

At least 75% of the votes cast by members entitled to vote must be in favour of the motion for it to be passed.

The Board unanimously recommends that members vote in favour of the motion.

The Chairman of the Meeting intends to vote all available proxies in favour of the motion.

Australasian Wealth Investments Limited: Notice of Extraordinary General Meeting

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All Correspondence to:  By Mail Boar d room Pty Limited GPO Box 3993 Sydn e y NSW 2001 Aus t ralia  By Fax: +61 2 9290 9655  Online: www.boardroomlimited. c om.au  By Phone: (within Australia) 1300 7 37 760 (outs i de Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For you r vote to be ef f ective it mus t be recorded before 11:00 am (AEST) on Monday 16 May 2016.

T O VOTE ON LINE	BY SMAR TPHONE
STEP STEP STEP . 1: VISITww 2: Enter you 3: Enter you w.votingonline r Postcode O r Voting Acc .com.au/awie R Country o ess Code (V gm2016 f Residence AC): (if outside A ustralia) Scan QR Codeu QR Rea sing smartphone der App
TO VO TE BY COM PLETING T HE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

STEP 3 SIGN THE FORM

Indicate w ho you want to a p point as your Pro x y. The form must be signed as follows: If you wi s h to appoint the C hair of the Meetin g as your proxy, mark the box. If you wish to Individual: This form is t o be signed by the s ecurityholder. appoint s omeone other th a n the Chair of the Meeting as your p roxy please write the full Joint Holding : where th e holding is in mor e than one name, a ll the securityhold e rs should name of that individual or b ody corporate. If y ou leave this sec t ion blank, or your named sign. proxy d o es not attend the meeting, the Chai r of the Meeting w ill be your proxy. A proxy Power of Attorney:of Attorney: to s i gn under a Powe r of Attorney, you must have alreadmust have alread y lodged it need n o t be a security h o lder of the com p any. Do not writ e the name of th e issuer with th e registry. Alternatively, attach a certified photocopy of vely, attach a certified photocopy of fied photocopy of t he Power of Attor n ey to this compan y or the registered s ecurityholder in t h e space. form w h en you return it.

Power of Attorney:of Attorney: to s i gn under a Powe r of Attorney, you must have alreadmust have alread y lodged it with th e registry. Alternatively, attach a certified photocopy of vely, attach a certified photocopy of fied photocopy of t he Power of Attor n ey to this form w h en you return it. Companies: this form m u st be signed by a Director jointly wit h either another Di r ector or a Company Secretary. W h ere the compan y has a Sole Dir e ctor who is also the Sole Company Secretary, this f orm should be signed by that perso n . Please indicate the office held by signing in the appropriate place.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeti n g and vote. If you wish to appoint a second proxy, a n additional Prox y Form may be o b tained by contac t ing the compan y ’s securities registry or you may cop y this form.

STEP 4 LODGEMENT

To appoi n t a second proxy y ou must: (a) com p lete two Proxy Fo r ms. On each Pr o xy Form state the percentage of your voting rights o r the number of s e curities applicabl e to that form. If the appointments do not specify t h e percentage or n umber of votes th a t each proxy may exercise, each pr o xy may exercise half your votes. Fractions of votes will be disregarded. (b) retur n both forms toget h er in the same en v elope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direc t your proxy how t o vote, mark one o f the boxes opposite each item of b u siness. All your securities will be v oted in accordan c e with such a dir e ction unless you indicate only a portion of securitie s are to be voted on any item by inserting the perce n tage or number t hat you wish to v o te in the appropri a te box or boxes. If you do not mar k any of the box e s on a given item, your proxy may v o te as he or she c hooses. If you ma r k more than on e box on an item fo r all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate Where a body corporate is appointed as y our proxy, the re p resentative of th a t body corporat e attending the m eeting must hav e provided an “ A ppointment of C o rporate Representative” prior to ad m ission. An Appoi n tment of Corporat e Representative f o rm can be obtai n ed from the comp a ny’s securities re g istry.

Proxy f o rms (and any Po w er of Attorney un d er which it is sign e d) must be receiv e d no later than 4 8 hours before the c ommencement of the meeting, therefore by 11:00 am (AEST) on Monday 16 May 2016. A ny Proxy Form r e ceived after that t ime will not be v a lid for the scheduled meeting.

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

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 Online w w w.votingonline.co m .au/awiegm2016  By Fax + 6 1 2 9290 9655  By Mail B o ardroom Pty Limit e d G P O Box 3993, S y dney NSW 2001 A ustralia  In Person L e vel 12, 225 Georg e Street, S y dney NSW 2000 A ustralia

Attending the Meeting If you w ish to attend the m eeting please bring this form with yo u to assist registra t ion .

Australasian Wealth Investments 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 Australasian Wealth Investments 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 shareholder) 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 the Four Seasons Hotel, in Gallery 1 on Level 2, 199 George Street, Sydney, NSW, 2000 on Wednesday 18 May 2016 at 11:00 am 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 undirected proxies in favour of Resolution 1.

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 Change of Company Name

STEP 3 SIGNATURE OF SHAREHOLDERS

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 / / 2016