L1 GROUP LIMITED — AGM Information 2020

Oct 14, 2020

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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

Dear Shareholder

I am pleased to invite you to the Annual General Meeting ( AGM ) of Platinum Asset Management Limited ( Company ), which will take place at 10:00am ( AEDT ) on Friday, 20 November 2020 .

In light of the evolving circumstances relating to the COVID-19 pandemic and to ensure your safety, the AGM will be held as a fully virtual meeting via an online platform which is accessible at: https://web.lumiagm.com/312386501.

The online functionality offered for the AGM will provide an easy and convenient way for shareholders to view the AGM live. Shareholders will also be able to ask questions and vote during the meeting. The Company will appoint a moderator to collate any questions received during the meeting and to direct questions to the Chairman, directors or auditor (as the case may be). A guide on how to use the online facility is available at: www.computershare.com.au/virtualmeetingguide . You may also submit questions in advance of the meeting by emailing invest@platinum.com.au.

Enclosed are the Notice of Meeting, Explanatory Memorandum, Voting Information and the 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 Guy Strapp and Stephen Menzies as Directors of the Company, the appointment of Ernst & Young as the auditor of the Company and the adoption of the Company’s Remuneration Report for the financial year ended 30 June 2020. A summary of the report is outlined in the Explanatory Memorandum on page 5.

You may, and are encouraged to, enter your vote on the resolutions ahead of the AGM by completing and returning the enclosed Proxy Form no later than 10.00am (AEDT) on Wednesday, 18 November 2020 in one of the ways specified in the Voting Information.

Yours faithfully

Joanne Jefferies Company Secretary 15 October 2020

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting ( AGM ) of Platinum Asset Management Limited ( Company ) will be held on Friday, 20 November 2020 commencing at 10:00am (AEDT).

In light of the evolving circumstances relating to the COVID-19 pandemic and to ensure your safety, the AGM will be held as a fully virtual meeting via an online platform.

Shareholders will be able to view the AGM live as well as vote and ask questions during the meeting by joining the webcast of the AGM using the following link: https://web.lumiagm.com/312386501

A guide on how to use the online facility is available at: www.computershare.com.au/virtualmeetingguide

The Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum, Voting Information and Proxy Form, which form part of this Notice of Meeting.

The business to be considered at the AGM is set out below.

BUSINESS OF THE MEETING

A. Financial and Statutory Reports

The first item of business is to receive and consider the Company’s and the entities it controls (Consolidated Group), Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2020, which is available on the Company’s website at - https://www.platinum.com.au/PlatinumSite/media/Financial Statements/ptm_0620.pdf

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

B. Items for Approval

Resolution 1 - Re-election of Guy Strapp as a Director

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

‘That Guy Strapp, 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.’

Resolution 2 - 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(b) of the Company’s Constitution, be re-elected as a Director of the Company.’

Resolution 3 - Appointment of Ernst & Young as the Company’s auditor

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

‘That, subject to the consent of the Australian Securities & Investments Commission to the resignation of the current auditor of the Company, to appoint Ernst & Young, having consented in writing and been duly nominated in accordance with Section 328B of the Corporations Act 2001, as the auditor of the Company.’

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Resolution 4 - Adoption of the Remuneration Report

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

‘That the Remuneration Report of the Company for the financial year ended 30 June 2020 be adopted.’

Note: The vote on this item is advisory only and does not bind the Company or its Directors.

By order of the Board

Joanne Jefferies Company Secretary 15 October 2020

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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.

A. 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 2020 will be laid before the AGM, as required by section 317 of the Corporations Act 2001 (Cth) (Corporations Act). The Corporations Act does not require a vote of shareholders on these reports.

The Consolidated Group’s 2020 Annual Report (which includes the Financial Report, Directors’ Report and Auditor’s Report) is available on the Company’s website at: - https://www.platinum.com.au/PlatinumSite/media/Financial Statements/ptm_0620.pdf

Shareholders will be given a reasonable opportunity during the AGM to ask questions and make comments in relation to the financial and statutory reports, and the business and management of the Company.

Shareholders will also be given a reasonable opportunity to ask a representative from 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 in the preparation of financial statements and/or the independence of the auditor in relation to the conduct of the audit.

B. Items for Approval

Resolution 1 - Re-election of Guy Strapp 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 at that general meeting.

Guy Strapp joined the Board as an independent Non-Executive Director, member of the Nomination and Remuneration Committee and member of the Audit, Risk and Compliance Committee on 27 August 2020.

Mr Strapp is retiring from office, in accordance with rule 3.3 of the Company’s Constitution, and offers himself for re-election. If re-elected, Mr Strapp will become Chairman of the Company with effect from 21 November 2020.

A summary of Mr Strapp’s qualifications and experience is detailed below.

Guy Strapp BCom, Dip AF&I, CFA Independent Non-Executive Director since 27 August 2020

Mr Strapp has over 35 years’ financial services experience having worked in a variety of roles in Australia and abroad at Bank of America, JP Morgan Investment Management, Citigroup Asset Management and BT Financial Group. More recently, he held the positions of CIO and CEO of Eastspring Investments (formerly Prudential Asset Management) in Hong Kong. Mr Strapp brings to the Board his extensive local and international experience in asset management, gained on both the investment and distribution side of the business. Mr Strapp is also the Chairman for the Australian wealth manager, First Samuel Limited.

Board recommendation

Each member of the Board (other than Mr Strapp who has abstained) unanimously recommends that shareholders vote FOR the re-election of Mr Strapp as a Director of the Company.

Resolution 2 - Re-election of Stephen Menzies as a Director

Rule 3.6(b) of the Company’s Constitution provides that a Director may retire and seek re-election at an annual general meeting before the time required by rule 3.6 (a).

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

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Mr Menzies is retiring from office, in accordance with rule 3.6(b) 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

Independent Non-Executive Director and member of the Audit, Risk and Compliance and Nomination and Remuneration Committees since 11 March 2015 and Chair of the Nomination & Remuneration Committee since 19 June 2017.

Mr Menzies is Chairman of Silicon Quantum Computing Pty Limited and is a past Chairman of 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 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 was a director of Freedom Insurance Group Ltd until 29 April 2019 and Century Australia Investments Limited until 5 March 2019. Mr Menzies is a director of Platinum World Portfolios Plc.

Board recommendation

Each member of the Board (other than Mr Menzies who has abstained) unanimously recommends that shareholders vote FOR the re-election of Mr Menzies as a Director of the Company.

Resolution 3 - Appointment of Ernst & Young as the Company's auditor

Following a competitive tender of external audit services, the Board selected Ernst & Young as the proposed new auditor of the Company.

PricewaterhouseCoopers, the Company’s auditor since 2007, has advised the Company that it has applied to the Australian Securities and Investments Commission (ASIC) for consent to resign as auditor of the Company with effect from the close of the AGM. The consent of ASIC is required under the Corporations Act for PricewaterhouseCoopers to resign as auditor. If ASIC does not grant its consent to the resignation, PricewaterhouseCoopers will continue to hold office as the Company’s auditor.

The Corporations Act requires the Company to obtain the approval of shareholders for the appointment of Ernst & Young as auditor of the Company.

In accordance with section 328B of the Corporations Act, Ashley Donlan, a shareholder of the Company, has nominated Ernst & Young for appointment as auditor of the Company. A copy of the nomination is reproduced below. Ernst & Young has consented to the appointment and, as at the date of the Notice of Meeting has not withdrawn its consent.

The Company Secretary Platinum Asset Management Limited Level 8, 7 Macquarie Place Sydney NSW 2000 1 October 2020 Dear Ms Jefferies, Subject: Change in auditor for Platinum Asset Management Limited For the purposes of Section 328B(1) of the Corporations Act 2001, I, Ashley Donlan, being a member of Platinum Asset Management Limited hereby nominate Ernst & Young as auditor of the company at the Annual General Meeting to be held on 20 November 2020. Yours sincerely Ashley Donlan

Board recommendation

Each member of the Board unanimously recommends that shareholders vote FOR the appointment of Ernst & Young as the Company’s auditor.

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Resolution 4 - Adoption of the Remuneration Report

The Remuneration Report of the Company for the financial year ended 30 June 2020 forms part of the Directors’ Report and is set out on pages 28 to 46 of the Company’s 2020 Annual Report, which is - available on the Company’s website at https://www.platinum.com.au/PlatinumSite/media/Financial Statements/ptm_0620.pdf

A summary of the Remuneration Report for the financial year ended 30 June 2020 is as follows:

• as was the case in 2019, the Chief Executive Officer/Chief Investment Officer, Mr Andrew Clifford, elected not to receive any variable awards in 2020;

• staff expenses were reduced 4% on prior year with the underperformance of the majority of our funds versus market indices and/or lower revenues for 2020 adversely affecting variable remuneration outcomes for Platinum’s employees in aggregate;

• there were no awards made under the Profit Share Plan due to the performance of the majority of our funds versus the indices, and the investment team and general employee cash variable compensation pools were reduced. With the exception of a small group of employees who each made outstanding contributions to the business, cash variable awards were generally flat to down on prior year and a salary freeze for the following 2021 financial year was also put into effect; and

• a total of $8.7m (2019: $7.5m) was awarded to eligible participants under the Deferred Remuneration Plan in the current financial year, which will vest in June 2024. The accounting impact of the award will be expensed through the profit and loss statement over the five year service period of the award.

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 during the AGM. In accordance with section 250R(2) of the Corporations Act, the vote on Resolution 4 is advisory only and does not bind the Board or the Company.

At the 2019 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 of the spill resolution being passed, hold a spill meeting to vote on whether to keep the Directors.

Voting exclusion statement

The Company will disregard any votes cast on Resolution 4 (in any capacity) by, or on behalf of, the following persons:

• a member of the Company’s key management personnel (KMP) whose remuneration details are included in the Company’s Remuneration Report for the financial year ended 30 June 2020; and

• a closely related party of such a KMP.

However, a person described above may cast a vote on Resolution 4 as a proxy if the vote is not cast on behalf of a person described above and either:

• the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or

• the vote is cast by the Chairman of the AGM and the appointment of the Chairman as proxy:

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

KMP are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company either directly or indirectly. The KMP of the Company are specified in the 2020 Annual Report and are its Directors.

A closely related party of a KMP includes:

• a company that the KMP controls;

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

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

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Board recommendation

The Remuneration Report forms part of the Directors’ Report which has been approved in accordance with a unanimous resolution of the Board. The Board unanimously recommends that shareholders vote FOR the adoption of the Company’s Remuneration Report for the financial year ended 30 June 2020.

VOTING INFORMATION

Entitlement to attend and vote at the AGM

In accordance with regulation 7.11.37 of the Corporations Regulations 2001(Cth), the Board has determined that those shareholders registered as holding the Company’s shares as at 7:00pm (AEDT) on Wednesday, 18 November 2020 will be entitled to participate and vote at the AGM.

How to vote

If you are a shareholder entitled to participate in and vote during the AGM, you can vote your shares directly in one of the following ways, by:

• voting your shares online prior to the AGM at www.investorvote.com.au using your Securityholder Reference Number (SRN) or Holder Identification Number (HIN), which is set out on the enclosed Proxy Form;

• appointing a proxy to participate and act on your behalf at the AGM by completing the enclosed Proxy Form and returning the Proxy Form in accordance with the lodgement instructions below; or

• joining the webcast using the following link https://web.lumiagm.com/312386501 and voting online during the AGM.

You may still participate in the online meeting and vote even if you have appointed a proxy. However, if you have previously submitted a Proxy Form, your participation during the online meeting will cancel your proxy vote/appointment (unless you instruct Computershare Investor Services otherwise).

Lodgement

To be effective, your Proxy Form must be received by the Company’s share registrar, Computershare Investor Services, by no later than 10:00am (AEDT) on Wednesday, 18 November 2020 , by one of the following methods:

By mail:	Computershare Investor Services Pty Limited
(using the reply paid envelope	Limited GPO Box 242
for Australian residents only)	Melbourne VIC 3001
By fax:	Computershare Investor Services Pty Limited
	1800 783 447 (within Australia) or
	+61 3 9473 2555 (outside Australia)
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.auby 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.

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Appointing a proxy

If you are a shareholder entitled to participate and vote, you may appoint a proxy to participate and vote on your behalf at the AGM. 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 during 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 entitled to participate and vote, may direct their 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 methods listed under the Lodgement section above. Alternatively, you can appoint a proxy by completing the Proxy Form online at www.investorvote.com.au. You will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN), which is set out on the enclosed Proxy Form.

Your Proxy Form must be received by the Company’s share registrar, Computershare Investor Services, by no later than 10:00am (AEDT) on Wednesday, 18 November 2020 . Proxies received after that time will not be effective for the AGM.

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 should deliver a properly executed Appointment of Corporate Representation Form or other document confirming its authority to act as the Company’s representative, to Computershare Investor Services prior to the AGM.

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

If you appoint a Director (other than the Chairman) or any closely related party of such as your proxy, they will not be able to vote your proxy on Resolution 4, unless you have directed them how to vote.

Voting at the AGM

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

Shareholder questions

You may ask questions during 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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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEDT) Wednesday, 18 November 2020.

Proxy Form

How to Vote on Resolutions

Lodge your Proxy Form:

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

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each resolution. 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 a resolution your vote will be invalid on that resolution.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities 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 virtually and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities 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 securities for each in Step 1 overleaf.

Lodge your vote online at

www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 184500

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting virtually you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

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

267982_0_COSMOS_Sample_Proxy/000001/000001/i

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

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

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

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the 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 virtually on Friday, 20 November 2020 at 10:00am (AEDT) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 4 (except where I/we have indicated a different voting intention in step 2) even though Resolution 4 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 4 by marking the appropriate box in step 2.

PLEASE NOTE: If you mark the Abstain box for a resolution, 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.

• Step 2 Resolutions 1 Re-election of Guy Strapp as a Director 2 Re-election of Stephen Menzies as a Director 3 Appointment of Ernst & Young as the Company’s auditor 4 Adoption of the Remuneration Report

For Against Abstain

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

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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PTM