L1 GROUP LIMITED — AGM Information 2018

Sep 27, 2018

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All general correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000 Facsimile +61 3 9473 2500 www.investorcentre.com/contact www.computershare.com.au

PTM

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Shareholder

I am pleased to invite you to the Annual General Meeting (“ AGM ”) of Platinum Asset Management Limited (the “ Company ”), which will take place at 10.00am (AEDT) on Thursday, 15 November 2018 in the Fort Macquarie Room at the InterContinental Hotel Sydney, 117 Macquarie Street, Sydney, NSW.

Enclosed are the Notice of Meeting, Explanatory Memorandum, important Voting Information and Proxy Form. The Board advises shareholders that there are a number of important resolutions to be considered at the AGM and recommends that shareholders read the Notice of Meeting carefully. In particular, shareholders will be asked to vote on the re-election of four Directors, Mr Stannard, Mr Menzies, Ms Smith and Mr Trumper and the adoption of the 2018 Remuneration Report. A summary of the 2018 Remuneration Report is outlined in the Explanatory Memorandum on page 4.

If you decide to attend the meeting, please bring the enclosed Proxy Form with you to facilitate registration prior to the meeting.

If you are unable to attend the meeting, you may appoint a proxy. You can do so by completing the enclosed Proxy Form and returning it in the enclosed reply paid envelope (for Australian residents only) or faxing it (+61 3 9473 2555) to the Company’s Share Registrar, Computershare Investor Services Pty Limited. Alternatively, you can appoint a proxy online at www.investorvote.com.au. Your Proxy Form must be received by the Company’s Share Registrar no later than 10:00am (AEDT) on Tuesday, 13 November 2018.

Corporate shareholders may appoint an individual representative to attend the AGM on the corporate entity’s behalf. Such representatives must bring their authorities of appointment to the AGM. An “Appointment of Corporate Representative” Form is available from the Company’s Share Registrar or may be printed from www.investorcentre.com.

You may submit questions in advance of the meeting by emailing invest@platinum.com.au.

Yours faithfully

Joanne Jefferies Company Secretary 28 September 2018

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NOTICE OF MEETING

Notice is given that the Annual General Meeting (“ AGM ”) of Platinum Asset Management Limited (the “ Company ” ) will be held in the Fort Macquarie Room at the InterContinental Hotel Sydney , 117 Macquarie Street, Sydney, NSW on Thursday, 15 November 2018 commencing at 10:00am (AEDT) . The business to be considered at the AGM is set out below. The Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum.

BUSINESS OF THE MEETING

1. Financial and Statutory Reports (not voted on)

To receive and consider the Financial Report of the Company and the entities it controls (the “ Consolidated Group ”), the Directors’ Report and Auditor’s Report for the financial year ended 30 June 2018.

Note: There is no requirement for shareholders to approve these reports.

2. Re-election of Directors

(a) Re-election of Andrew Stannard as a Director

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

'That Andrew Stannard, retiring from the office of Director in accordance with rule 3.6(a) of the Company’s Constitution, be re-elected as a Director of the Company.’

(b) Re-election of Stephen Menzies as a Director

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

'That Stephen Menzies, retiring from the office of Director in accordance with rule 3.6(a) of the Company’s Constitution, be re-elected as a Director of the Company.’

(c) Re-election of Brigitte Smith as a Director

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

'That Brigitte Smith, retiring from the office of Director in accordance with rule 3.3 of the Company’s Constitution, be re-elected as a Director of the Company.’

(d) Re-election of Tim Trumper as a Director

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

'That Tim Trumper, retiring from the office of Director in accordance with rule 3.3 of the Company’s Constitution, be re-elected as a Director of the Company.’

3. Adoption of the Remuneration Report

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

'That the Remuneration Report of the Company for the financial year ended 30 June 2018 be adopted.' Note: The vote on this item is advisory only and does not bind the Company or its Directors.

Refer to the Explanatory Memorandum for further information on the resolutions.

By order of the Board

Joanne Jefferies Company Secretary 28 September 2018

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EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum is intended to provide shareholders with important background information in relation to each item of business. It should be read in conjunction with the Notice of Meeting.

Item 1 - Financial and Statutory Reports (not voted on)

The Consolidated Group’s Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2018 will be laid before the AGM, as required by section 317 of the Corporations Act 2001 (Cth) (the “ Corporations Act ”). The Corporations Act does not require a vote of shareholders on these reports.

The Consolidated Group’s 2018 Annual Report (which includes the Financial Report, Directors’ Report and Auditor’s Report) is available on the Company’s website at: www.platinum.com.au/Shareholder-information/

During this item of business, shareholders will be given a reasonable opportunity to ask questions and make comments in relation to the financial and statutory reports, and the business and management of the Company and Consolidated Group.

Shareholders will also be given a reasonable opportunity to ask a representative of the Company’s auditor, PricewaterhouseCoopers, questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company and Consolidated Group in relation to the preparation of the financial statements or the independence of the auditor in relation to the conduct of the audit.

Item 2 (a): Re-election of Andrew Stannard as a Director

Rule 3.6(a) of the Company’s Constitution provides that a Director must retire from office at the third annual general meeting after the Director was elected or last re-elected. Upon retirement, a Director is eligible to stand for re-election.

Andrew Stannard joined the Board as Finance Director on 10 August 2015.

Mr Stannard is retiring from office, in accordance with rule 3.6(a) of the Company’s Constitution, and offers himself for re-election. A summary of Mr Stannard’s qualifications and experience is detailed below.

Andrew Stannard BMS(Hons) and Grad Dip in Applied Finance and Investment Mr Stannard previously worked at AllianceBernstein where Mr Stannard held the position of Chief Financial Officer for the Asia-Pacific Region. Mr Stannard has 28 years’ of finance experience with expertise in audit, financial control, operations, funds management, financial services regulation and corporate governance.

Recommendation

Each member of the Board (other than Mr Stannard who did not participate because of his interest) unanimously recommends that shareholders vote in favour of the re-election of Mr Stannard as a Director.

Item 2 (b): Re-election of Stephen Menzies as a Director

Rule 3.6(a) of the Company’s Constitution provides that a Director must retire from office at the third annual general meeting after the Director was elected or last re-elected. Upon retirement, a Director is eligible to stand for re-election.

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Stephen Menzies joined the Board as an Independent Non-Executive Director on 11 March 2015. Stephen Menzies is the Chair of the Nomination & Remuneration Committee and member of the Audit, Risk & Compliance Committee.

Mr Menzies is retiring from office, in accordance with rule 3.6(a) of the Company’s Constitution, and offers himself for re-election. A summary of Mr Menzies’ qualifications and experience is detailed below.

Stephen Menzies BEcon, LLB, LLM

Mr Menzies is currently a Director of Century Australia Investments Limited and Freedom Insurance Group Limited and is the Chairman of Silicon Quantum Computing Pty Limited and is a past Chairman of the Advisory Committee for the Centre for Quantum Computation & Communication Technology. Mr Menzies retired as a partner at Ashurst law firm in 2015 and until his retirement was consistently ranked as one of Australia's leading corporate lawyers. As Head of the China Practice for Ashurst, Mr Menzies oversaw the Shanghai and Beijing offices of that firm. Previously, Mr Menzies was National Director of Enforcement at the Australian Securities Commission and has a long history in the funds management sector. Mr Menzies is also a Director of Platinum World Portfolios Plc.

Recommendation

Each member of the Board (other than Mr Menzies who did not participate because of his interest) unanimously recommends that shareholders vote in favour of the re-election of Mr Menzies as a Director.

Item 2 (c): Re-election of Brigitte Smith as a Director

Rule 3.3 of the Company’s Constitution provides that the Board may appoint a person to be a Director at any time except during a general meeting of shareholders. Any Director so appointed automatically retires at the next annual general meeting and is eligible for re-election by that general meeting.

Brigitte Smith joined the Board as an Independent Non-Executive Director, member of the Nomination & Remuneration Committee and member of the Audit, Risk & Compliance Committee on 31 March 2018.

Ms Smith is retiring from office, in accordance with rule 3.3 of the Company’s Constitution, and offers herself for re-election. A summary of Ms Smith’s qualifications and experience is detailed below.

Brigitte Smith B.Chem Eng (Hons), MBA(Hons), MALD

Ms Smith has twenty years’ experience in venture capital, business strategy and fast growth company operations. Ms Smith co-founded and is the Managing Director of GBS Venture Partners Ltd (GBS) and also sits on the board of GBS’s portfolio company Moximed Inc.

Prior to founding GBS, Ms Smith worked in the US and Australia in operating roles with fast growth technology based companies, and at Bain & Company as a strategic management consultant.

Recommendation

Each member of the Board (other than Ms Smith who did not participate because of her interest) unanimously recommends that shareholders vote in favour of the re-election of Ms Smith as a Director.

Item 2 (d): Re-election of Tim Trumper as a Director

Rule 3.3 of the Company’s Constitution provides that the Board may appoint a person to be a Director at any time except during a general meeting of shareholders. Any Director so appointed automatically retires at the next annual general meeting and is eligible for re-election by that general meeting.

Tim Trumper joined the Board as an Independent Non-Executive Director, member of the Nomination & Remuneration Committee and member of the Audit, Risk & Compliance Committee on 1 August 2018.

Mr Trumper is retiring from office, in accordance with rule 3.3 of the Company’s Constitution, and offers himself for re-election. A summary of Mr Trumper’s qualifications and experience is detailed below.

Tim Trumper MBA, UNE

Mr Trumper is chair of the NRMA, advisor and shareholder in Quantium, Australia’s leading data and analytics company, director of the Population Health Research Network (PHRN) and holds interests in several private high growth innovative companies. He is an authority on the utilisation of data to drive innovation and corporate strategy.

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Mr Trumper is an experienced non-executive director, former CEO, and advisor for high-performance global and Australian companies. His career has spanned diverse categories including artificial intelligence and machine learning, big data, digital transformation, mobility and transport, financial services and media.

Along with fellow directors and chairman Hon. R J Hawke, Tim helped to establish The Bestest Foundation. This charity has raised over $4 million for disadvantaged Australian children

Recommendation

Each member of the Board (other than Mr Trumper who did not participate because of his interest) unanimously recommends that shareholders vote in favour of the re-election of Mr Trumper as a Director.

Item 3 - Adoption of the Remuneration Report

The Remuneration Report of the Company for the financial year ended 30 June 2018 forms part of the Directors’ Report and is set out on pages 29 to 44 of the Company’s 2018 Annual Report, which is available on the Company’s website at

www.platinum.com.au/Shareholder-information/

A summary of the Remuneration Report for the financial year ended 30 June 2018 is as follows:

• Investment team remuneration is aligned with the investment returns that are being generated for clients. There was an increase in variable remuneration awards due to strong investment outperformance. This outperformance should substantially enhance the long-term value of the business to the benefit of all shareholders.

• The Investment Team Profit Share Plan (PSP) and Investment Team Plan (ITP) both generated significant incentive pool amounts. This was due to the weighted average of 1 & 3 year investment outperformance across all client portfolios totalling 3.71% during the performance period.

• Mr Kerr Neilson once again waived his ability to receive a variable award in 2018 and this was ratified by the Nomination & Remuneration Committee.

• Due primarily to his significant contribution to the strong absolute and relative performance over the last 1 and 3 years, Platinum’s Chief Investment Officer, Andrew Clifford, received a variable award in 2018, as did two executive Key Management Personnel (“KMP”), being the Director of Investment Services and Communications, Elizabeth Norman and the Finance Director, Andrew Stannard.

Shareholders will be given a reasonable opportunity at the AGM to ask questions about, and comment on, the Company’s Remuneration Report.

Shareholders will be asked to vote on a resolution to adopt the Remuneration Report at the AGM. In accordance with section 250R of the Corporations Act, the vote on the resolution is advisory only and does not bind the Board or the Company.

At the 2017 AGM, the Remuneration Report was approved without a ‘no’ vote of 25% or more. If the Company receives a ‘no’ vote of 25% or more in relation to the Remuneration Report at two successive AGMs, a spill resolution will be put to the shareholders at the second AGM. In accordance with section 250W of the Corporations Act, if the spill resolution is passed with 50% or more of the votes cast, the Company will, within 90 days, hold a spill meeting to vote on whether to keep the Directors.

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Voting exclusion statement

The Company will disregard any votes cast on Item 3 by:

• key management personnel (“KMP”) of the Company whose remuneration details are included in the Company’s 2018 Remuneration Report or by any closely related party (“CRP”) of any such person; or

• a proxy holder for a KMP and/or any of their CRPs.

However, the Company need not disregard a vote if:

• it is cast by KMP (including the Chairman of the AGM) or any of their CRPs as proxy for a Shareholder, in accordance with the directions of the Shareholder on the Proxy Form; or

• it is cast by the Chairman of the AGM as proxy for a Shareholder (other than KMP or any of their CRPs), and the Proxy Form expressly authorises the Chairman to exercise the proxy as the Chairman decides.

Who are KMP and CRPs?

KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the Company either directly or indirectly. Members of the KMP of the Company are specified in the 2018 Annual Report and are its Directors.

A CRP of a member of the KMP is:

• a company that the KMP member controls;

• the KMP member’s spouse, child or dependent (or a child or dependent of the member’s spouse); or

• anyone else who is one of the KMP member’s family and may be expected to influence, or be influenced by, the member, in the member’s dealing with the Company.

Recommendation

The Remuneration Report forms part of the Directors’ Report which has been approved in accordance with a unanimous resolution of the Company’s Board. The Board unanimously recommends that shareholders vote in favour of the adoption of the Company’s Remuneration Report for the financial year ended 30 June 2018.

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VOTING INFORMATION

Entitlement to attend and vote at the AGM

The Company has determined that those shareholders registered as holding the Company’s shares as at 7:00pm (AEDT) on Tuesday, 13 November 2018 will have voting entitlements for the meeting (“ Shareholders ”).

Attending the meeting in person

Shareholders may attend the meeting and vote in person. You do not need to submit a Proxy Form if you are attending the meeting in person.

You may still attend the meeting and vote in person even if you have appointed a proxy. You will be provided with a voting card on the day. If you have previously submitted a Proxy Form, your attendance will cancel your proxy vote/appointment (unless you instruct Computershare Investor Services Pty Limited otherwise) whilst you are present at the AGM.

If you will be attending the AGM, please bring your personalised Proxy Form with you. The barcode at the top of the form will assist you in registering for the AGM. If you do not bring your Proxy Form with you to the AGM you will still be asked to verify your identity.

Appointing a proxy

A Shareholder may appoint a proxy to attend and vote at the AGM on the Shareholder’s behalf. A proxy may be an individual or body corporate and is not required to be a Shareholder of the Company. A Shareholder, who is entitled to cast two or more votes at the AGM, may appoint two proxies and may specify the percentage or number of votes each proxy is appointed to exercise. Where a Shareholder appoints two proxies but does not specify the percentage or number of votes each proxy may exercise, each proxy may exercise half of the Shareholder’s votes. Fractions of votes will be disregarded.

A Shareholder may direct its proxy on how to vote on the proposed resolutions by following the instructions on the Proxy Form that accompanies this Notice of Meeting. If the Shareholder appointing the proxy directs the proxy on how to vote on a proposed resolution, then the proxy may only vote in the way so directed. If the Shareholder does not direct the proxy on how to vote on a proposed resolution, then the proxy may vote on that resolution as the proxy thinks fit, subject to the voting exclusions outlined in the Explanatory Memorandum.

If you wish to appoint a proxy, you must complete the Proxy Form accompanying this Notice of Meeting and lodge the Proxy Form using one of the following methods:

By Mail: Computershare Investor Services Pty Limited (using the reply paid envelope GPO Box 242 for Australian residents only) Melbourne VIC 3001 By Fax: Computershare Investor Services Pty Limited 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) In Person: Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 Custodian Voting: For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions. Online: Vote online at www.investorvote.com.au by following the instructions. You will need your Securityholder Reference Number (“SRN”) or Holder Identification Number (“HIN”), which is set out on the enclosed Proxy Form. Mobile: By scanning the QR code on the attached Proxy Form. To scan the QR code you will need a QR code reader application, which can be downloaded for free on your mobile device. You will also need your SRN or HIN.

Your Proxy Form must be received by the Company’s share registrar, Computershare Investor Services Pty Limited, by no later than 10:00am (AEDT) on Tuesday, 13 November 2018 . Proxies received after that time will not be effective for the AGM.

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Undirected proxies and Chairman’s voting instructions

If you appoint the Chairman as your proxy and have not directed the Chairman how to vote, you are authorising the Chairman to cast your undirected proxy in favour of all proposed resolutions, which are set out in this Notice of Meeting. The Chairman intends to vote all such undirected proxies in favour of all resolutions.

Proxies in favour of KMPs and Directors

If you appoint a Director (other than the Chairman) or their Closely Related Party as your proxy, they will not be able to vote your proxy on Item 3 unless you have directed them how to vote.

Corporate Representatives

A body corporate, which is a Shareholder or has been appointed as a proxy of a Shareholder, may appoint an individual to act as its representative at the AGM. The appointment must comply with the requirements of section 250D of the Corporations Act. An “Appointment of Corporate Representative” Form is available from the Company’s Share Registrar (phone 1300 850 505 or +61 3 9415 4000) or online at www.investorcentre.com (select the ‘Printable Forms” section under the “Help” tab). The representative must bring to the AGM the completed form or evidence of his or her appointment (including the authority under which the appointment is signed).

Shareholder Questions

You may ask questions at the AGM about any of the resolutions being considered at the AGM or general questions about the Company’s management or performance. You may also ask questions of the Company’s auditor about the content of the Auditor’s Report or the conduct of the audit. In addition, you may submit written questions prior to the AGM by emailing invest@platinum.com.au.

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Lodge your vote:

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
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Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form



Vote and view the annual report online

• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 181625

SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 10:00am (AEDT) on Tuesday, 13 November 2018

How to Vote on Items of Business

All your shares will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of shares you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of shares for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of shares for each in Step 1 overleaf.

A proxy need not be a shareholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the shareholder holder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate shareholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please email invest@platinum.com.au.

GO ONLINE TO VOTE,  or turn over to complete the form

239561_0_COSMOS_Sample_Proxy/000001/000001/i

Proxy Form

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Shareholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Please mark

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to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Platinum Asset Management Limited hereby appoint

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the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Platinum Asset Management Limited to be held at 10:00am (AEDT) on Thursday, 15 November 2018 in the Fort Macquarie Room at the InterContinental Hotel Sydney, 117 Macquarie Street, Sydney, NSW and at any adjournment or postponement of that Meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

If the Chairman of the Meeting is your proxy (or becomes your proxy in the event of an undirected proxy), you expressly authorise the Chairman to exercise your proxy on Resolution 3 (Remuneration Report resolution) even though this item is connected with the remuneration of a member of KMP, which includes the Chairman.

Important for Resolution 3 below: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Resolution 3 below, the Chairman of the Meeting will vote undirected proxies in favour of Resolution 3.

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STEP 2 Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
For Against Abstain
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2 (a) Re-election of Andrew Stannard as a Director
2 (b) Re-election of Stephen Menzies as a Director
2 (c) Re-election of Brigitte Smith as a Director
2 (d) Re-election of Tim Trumper as a Director
3 Adoption of the Remuneration Report
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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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SIGN Signature of Shareholder(s)
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This section must be completed.

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Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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PTM