MYSTATE LIMITED — AGM Information 2015

Sep 17, 2015

ASX Compliance Pty Ltd Level 4 North Tower Rialto 525 Collins Street Melbourne VIC 3000

18 September 2015

Dear Sir,

– MYSTATE LIMITED (MYS) 2015 Annual General Meeting

We attach the Chairman’s Letter, 2015 Notice of Meeting and Proxy form which are being sent to shareholders in relation to the Company’s Annual General Meeting to be held on 21 October 2015.

Yours faithfully

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Scott Lukianenko Company Secretary

Online:

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ABN 26 133 623 962

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

Dear Shareholder,

On behalf of our board, I have great pleasure in inviting you to attend MyState’s annual general meeting (AGM) to be held at the Hobart Function and Conference Centre, 1 Elizabeth Street, Hobart on Wednesday 21 October 2015, starting at 10:30 am.

At the meeting we will report to shareholders on the company’s financial performance during the year to 30 June 2015 , and our outlook for the coming year.

The enclosed Notice of Meeting contains the AGM agenda including the items of business, as well as an explanatory memorandum which provides information on the resolutions which will be voted upon at the meeting.

If you would like to vote but are unable to attend the AGM, you will need to appoint a proxy to vote on your behalf. Proxies can be appointed online via our share registry’s website at investorvote.com.au or by returning the enclosed proxy form by fax or mail to the address shown above.

I look forward to seeing you at the meeting.

Yours sincerely

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Miles Hampton Chairman

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Notice of Annual General Meeting 2015

Table Of Contents

Table Of Contents
Notice of Annual General Meeting	2
Items of Business	2
Explanatory Memorandum	5
Location of the Annual General Meeting	10

Notice is hereby given that the Annual General Meeting of the members of MyState Limited will be held at the Hobart Function and Conference Centre, 1 Elizabeth Street, Hobart on Wednesday 21 October 2015 commencing at 10.30 a.m. Australian Eastern Daylight Savings Time.

This document is important and requires your immediate attention.

MyState Limited is a non-operating holding company with MyState Bank Limited, The Rock Building Society Limited and Tasmanian Perpetual Trustees Limited as wholly owned subsidiaries. Registered Office: Level 2, 137 Harrington Street, Hobart, Tasmania, 7000. Tel: 138 001 Fax: (03) 6215 9760

Registered Office: Level 2, 137 Harrington Street, Hobart, Tasmania, 7000. Tel: 138 001 Fax: (03) 6215 9760

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the members of MyState Limited will be held at the Hobart Function and Conference Centre, 1 Elizabeth Street, Hobart on Wednesday 21 October 2015 commencing at 10.30 a.m. Australian Eastern Daylight Savings Time (AEDST).

Business

1. Financial Statements and Reports

To receive and consider the Financial Reports, the Directors’ Report and the Auditor’s report for the year ended 30 June 2015.

2. Election of Directors

To consider and, if thought fit, pass each of the following resolutions separately as ordinary resolutions:

• (a) “ THAT Stephen Lonie who retires from the office of Director by rotation in accordance with rule 62.6 of the Constitution, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

• (b) “ THAT Ian Mansbridge who retires from the office of Director by rotation in accordance with rule 62.6 of the Constitution, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

• (c) “ THAT Miles Hampton who retires from the office of Director by rotation in accordance with rule 62.6 of the Constitution, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

3. Remuneration Report

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

“ THAT the Remuneration Report of the Company for the year ended 30 June 2015 be adopted.”

Voting Exclusion

In accordance with Section 250R(4) of the Corporations Act, the Company will disregard any votes cast on this resolution by or on behalf of a member of the Company’s key management personnel ( KMP ), details of whose remuneration are included in the Remuneration Report, or their closely related parties, whether as shareholder or proxy.

However, a vote may be cast by a KMP or a closely related party if:

• the vote is cast as a proxy in accordance with a direction by the shareholder as to how the proxy is to vote on the resolution; and

• the vote is not cast on behalf of a KMP or a closely related party of a KMP;

or

• the proxy is the chair of the meeting and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution;

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

• the vote is not cast on behalf of a KMP or a closely related party of a KMP.

Shareholders who intend to appoint the Chairman of the meeting as proxy (including an appointment by default) should have regard to the important information below under the heading “Important information concerning proxy votes on Resolutions 3 and 4”.

4. Approval of the Managing Director’s Participation in the Executive Long Term Incentive Plan (ELTIP)

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

” THAT the Company be authorised to offer the Managing Director (Mr Melos Sulicich) participation in the 2015 ELTIP which may entitle the Managing Director to be issued a maximum number of 58,386 fully paid ordinary shares in the Company calculated by dividing $275,000 by $4.71 being the weighted average price of the Company’s shares over the 20 trading days beginning 1 July 2015. The Managing Director’s entitlement to be issued shares under the 2015 ELTIP will be based on the Company’s performance in the period 1 July 2015 – 30 June 2018.”

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Business

Voting Exclusion

In accordance with Section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on these resolutions if:

• the proxy is either a:

• member of the Company’s KMP; or

• closely related party of a KMP; and

• the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

• the proxy is the chair of the meeting; and

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

The Company will in accordance with ASX Listing Rule 14.11 disregard any votes cast in respect of these resolutions by the Directors and any associates of those persons.

However, the Company need not disregard a vote on these resolutions if they are cast by:

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

• the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Shareholders who intend to appoint the Chairman of the meeting as proxy (including an appointment by default) should have regard to the important information below under the heading “Important information concerning proxy votes on Resolutions 3 and 4”.

Explanatory memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.

Entitlement to Vote

Snapshot time

It has been determined (in accordance with Corporations Regulations 7.11.37) that for the purposes of the Meeting, shares will be taken to be held by the persons who are the registered shareholders at 7.00 p.m. (AEDST) on Monday 19 October 2015. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Important information concerning proxy votes for Resolutions 3 and 4

The Corporations Act places certain restrictions on the ability of key management personnel and their closely related parties to vote on the advisory resolution to adopt the Company’s remuneration report and resolutions connected directly or indirectly with the remuneration of the Company’s key management personnel. Key management personnel of the Company are the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Members of key management personnel include directors (both executive and non-executive) and certain senior executives. The Remuneration Report identifies the Company’s key management personnel for the financial year ended 30 June 2015. Their closely related parties are defined in the Corporations Act, and include certain members of their family, dependants and companies they control.

For these reasons, shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all resolutions. In particular, shareholders who intend to appoint the Chairman of the meeting as their proxy (including an appointment by default) are encouraged to direct the Chairman as to how to vote on all resolutions. The Chairman of the meeting intends to vote undirected proxies in favour of each of the Resolutions 3 and 4.

If you do appoint the Chairman as your proxy but you do not direct the Chairman how to vote in respect of Resolutions 3 and 4, your election to appoint the Chairman as your proxy will be deemed to constitute an express authorisation by you directing the Chairman to vote your proxy in favour of all of Resolutions 3 and 4 (unless you have exercised your right to direct the Chairman otherwise in respect of a particular Resolution by marking the ‘against’ or ‘abstain’ column in respect of any of the relevant resolutions). This express authorisation

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Business

acknowledges that the Chairman may vote your proxy even if he or she has an interest in the outcome of Resolutions 3 and 4 and even if the Resolutions are connected directly or indirectly with remuneration of a member of the key management personnel of the Company and accordingly your votes will be counted in calculating the required majority if a poll is called.

Voting by Proxy

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Shareholders and their proxies should be aware of the requirements under the Corporations Act, as they will apply to this meeting. Broadly:

• if proxy holders vote, they must cast all directed proxies as directed; and,

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

You should seek professional advice if you need any further information on this issue.

In accordance with section 249L of the Corporations Act, members are advised of the following:

• A shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the shareholder. A proxy need not be a shareholder and can be either an individual or a representative of a body corporate.

• A proxy need not vote on a show of hands, however if a proxy does vote on a show of hands, the proxy must vote as directed.

• A shareholder 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. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes. If a shareholder appoints two or more proxies that specify different ways to vote on a resolution, none of the proxies may vote on a show of hands.

• • If an appointed proxy is not also the Chairman of the meeting, the proxy need not vote on a poll, however if the proxy does vote on a poll the proxy must vote as directed by the shareholder. If a poll is conducted and the proxy holder does not vote, the proxy appointment defaults to the Chairman of the meeting to vote as directed. If the appointed proxy is the Chairman of the meeting, the proxy must vote on a poll in the manner directed by the shareholder.

A Proxy Form accompanies this Notice and to be effective must be received at least 48 hours before the appointed time of the meeting at the Company’s corporate registry:

By Post Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 By Hand Computershare Investor Services Pty Limited 452 Johnston Street Abbotsford VIC 3067 Online www.investorvote.com.au Fax (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 Custodian For Intermediary Online subscribers voting only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Voting By Attorney

A member may appoint an attorney to vote on their behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at its registered office or at the Company’s corporate registry listed above, at least 48 hours before the Meeting.

Corporate Representatives

A body corporate which is a member, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of their appointment, including any authority under which it is signed, unless it has previously been given to the Company.

Scrutineer

The Company’s external Auditor, Wise Lord & Ferguson will act as scrutineer for any polls that may be required at the meeting.

By Order of the Board

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S Lukianenko Company Secretary 18 September 2015 Level 2, 137 Harrington Street Hobart Tasmania 7000

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Explanatory Memorandum

Introduction

This Explanatory Memorandum forms part of this Notice of Meeting and has been prepared to provide shareholders with sufficient information to consider the resolutions contained in the accompanying Notice of Annual General Meeting of the Company to be held on Wednesday 21 October 2015 commencing at 10.30 a.m. (AEDST) at Hobart Function and Conference Centre, 1 Elizabeth Street, Hobart.

The Directors recommend that shareholders read this Explanatory Memorandum carefully before making any decision in relation to the resolutions.

Item 2 – Election of Directors

Pursuant to rule 62.6 of the Constitution, retiring Directors Stephen Lonie, Ian Mansbridge and Miles Hampton being eligible to do so, have offered themselves for re-election.

The resolutions set out in Item 2 of the Notice of Meeting seek shareholder approval of the re-election of each of these candidates.

Details of Candidates

Details of the candidates standing for re-election are as follows:

Stephen Lonie B Com, MBA, FCA, FFin, FAICD, FIMCA Independent non-executive Director

Mr Lonie was formerly a non-Executive Director of CMI Limited (December 2012 to February 2013), Oaks Hotels & Resorts Limited (February 2012 to May 2012) and Dart Energy Ltd (September 2013 to October 2014).

Ian G Mansbridge CPA, FCIS, FCIM, FGIA Independent non-executive Director

Appointed 12 February 2009

Mr Mansbridge’s career has included positions as Managing Director of Sandhurst Trustees Ltd, Managing Director of National Mortgage Market Corporation, Managing Director of Elders Rural Bank (Rural Bank) and General Manager of Bendigo Bank.

He has been National President of the Trustee Corporations of Australia, a Director of Tasmanian Banking Services and Chair of the National Stock Exchange of Australia Ltd. He is currently a Director of Australian Friendly Society, Sandhurst Trustees Ltd and Goulburn-Murray Water.

He was appointed a Director of Tasmanian Perpetual Trustees Ltd in March 2004, and MyState Financial on 22 September 2009. He is a member of MyState Limited Board’s Group Risk and the Group Nomination & Corporate Governance Committees. Mr Mansbridge was appointed a Director of The Rock Building Society Limited in December 2011.

Miles L Hampton BEc (Hons), FCIS, FCPA, FAICD Chairman

Appointed 12 December 2011

Mr Lonie is a former partner of the international accounting and consulting firm KPMG and now practises as an independent management consultant.

Currently, he is non-executive Chairman of Central Queensland mining group, Jellinbah Resources Pty Ltd and is a non-executive Director of Corporate Travel Management Ltd and Retail Food Group Ltd.

Mr Lonie was formally Chairman of The Rock Building Society Ltd which was aquired by MyState Limited in December 2011.

Mr Lonie is a member of MyState Limited Board’s Group Audit Committee and Group Remuneration Committee.

Mr Hampton was appointed a Director of MyState Limited on 12 February 2009 and became Chairman on 29 October 2013. He has been a Director of Tasmanian Perpetual Trustees Limited since July 2006. He was appointed a Director of MyState Financial Limited in September 2009 and was appointed a Director of The Rock Building Society Limited in December 2011.

Mr Hampton is a member of the MyState Limited Board’s Group Audit Committee, Group Remuneration Committee and Chair of the Group Nominations and Corporate Governance Committee.

Mr Hampton was Managing Director of ASX listed agribusiness and real estate public company, Roberts Limited from 1987 until 2006.

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Explanatory Memorandum

He is currently Chairman of TasWater and a director of Money3 Corporation Ltd.

Mr Hampton has previously been a Director of public companies Ruralco Holdings Ltd, Australian Pharmaceutical Industries, Wentworth Holdings Ltd, HMA Ltd and Gibsons Ltd and was a Director of Impact Fertilisers Pty Ltd, Chairman of Forestry Tasmania, Chairman of Hobart Water and Deputy Chairman of The Van Diemen’s Land Company.

Re-election Recommendation

Mr Lonie, Mr Mansbridge and Mr Hampton, as retiring Directors, have been endorsed by the Board for re-election at this meeting.

The Directors (excluding, in respect of each resolution, the retiring Director) recommend supporting the re-election of the Directors standing for re-election. The Directors make this recommendation on the basis of their review of the performance of the Directors, which was carried out in accordance with the Board’s governance policies.

The Corporations Act requires the agenda for an Annual General Meeting to include a resolution that the Remuneration Report be put to the vote. Should 25% or more of the votes cast on this resolution (votes cast in person or by proxy) to approve the Remuneration Report be against approval of that report, then at the 2016 Annual General Meeting the resolution to approve next year’s Remuneration Report must be approved by more than 75% of the votes cast to avoid a resolution being put to the 2016 Annual General Meeting to hold a further general meeting within 90 days to consider a spill of the Board.

A reasonable opportunity for discussion of, and comment on, the Remuneration Report will be provided by the Chairman at the Annual General Meeting.

Resolution Recommendation

Noting that each Director has a personal interest in his or her own remuneration from the Company as set out in the Remuneration report, the Directors recommend that shareholders vote in favour of the resolution to adopt the Remuneration Report.

Voting

To be successfully re-elected as a Director, a candidate must receive more votes ‘For’ than ‘Against’.

The Chairman of the meeting intends to vote undirected proxies in favour of the re-election of Stephen Lonie, Ian Mansbridge and Miles Hampton.

Item 3 – Remuneration Report

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is in the 2015 Annual Report which is available on the Company’s website at www.mystatelimited.com.au.

The Remuneration Report:

• Describes the policies behind and structure of, the remuneration arrangements of the Company and the link between the remuneration of employees and the Company’s performance;

• Sets out the remuneration arrangements in place for each Director and for specified senior executives of the Company; and

Item 4 – Approval of Managing Director’s participation in the Executive Long Term Incentive Plan (ELTIP)

Introduction

The Company seeks approval for Mr Sulicich’s participation in the ELTIP for 2015.

This approval will authorise the Company to offer a yet to be determined number of fully paid ordinary shares in the Company up to a maximum of 58,386, calculated by dividing $275,000 by $4.71 being the weighted average price of the Company’s shares over the 20 trading days beginning 1 July 2015. The performance period for the shares in respect of the 2015 ELTIP offer will be 1 July 2015 – 30 June 2018.

The shares would be issued under this offer if approval for the purposes of ASX Listing Rules 7.1 and 10.14 (only to the extent required) is subsequently given (at a future meeting of the Company’s shareholders) and the shares would be allocated and vest for the benefit of Mr Sulicich should the performance criteria be achieved for the performance period 1 July 2015 – 30 June 2018.

• Explains the differences between the basis for remunerating non-executive directors and executives, including any executive directors.

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Explanatory Memorandum

General explanations of the Managing Director’s current remuneration arrangements were previously released to the Australian Securities Exchange.

The resolution set out in Item 4 is in accordance with the Company’s policies on total remuneration arrangements for the Managing Director, as described in the following section. The Company’s Remuneration Policy is available on the Company’s website.

Basis of Employment of the Managing Director

To assist in achieving the objectives of the Company, the Group Remuneration Committee ( GRemC ) links the nature and amount of the Managing Director’s emoluments to the Company’s financial and operational performance. The remuneration of the Managing Director may comprise one or more of the following:

• fixed annual remuneration (inclusive of superannuation and fringe benefits) ( FAR );

• cash based short term incentive ( STI ); and

• executive long term incentive plan ( ELTIP ).

i. Fixed Annual Remuneration

The FAR is paid by way of cash salary, superannuation and fringe benefits and is reviewed annually by the GRemC. In addition, external consultants provide analysis and advice to ensure remuneration is competitive in the marketplace.

iii. Executive Long Term Incentive Plan (ELTIP)

The ELTIP was established by the Board to encourage a greater involvement in the achievement of the Company’s objectives. An ELTIP offer may be made to the Managing Director every year as determined by the Board. It provides for the issue of fully paid ordinary shares in the Company if performance criteria specified by the Board are satisfied in a set performance period. The maximum value of the any ELTIP offer to the Managing Director is 50% of FAR and is at the absolute discretion of the Board. The value of the offer is converted into fully paid ordinary shares based upon the weighted average price of the Company’s shares over a twenty trading day period to be determined by the Board.

In order for the shares to vest, certain performance criteria must be satisfied within a predetermined performance period. Both the performance criteria and the performance period are set by the Board, at its absolute discretion. The Board has, for the time being, set the three financial years, commencing with the year in which an offer is made under the plan as the performance period, with relative Total Shareholder Return (TSR) and absolute Return on Equity (ROE) as the performance criteria.

ii. Cash Based Short Term Incentive

The STI is calculated as a percentage of the FAR and is payable annually in respect of each financial year as cash and/or superannuation contributions. The maximum STI that may be awarded to the Managing Director is 50% of FAR. Payment of STI is conditional upon the achievement of pre-determined performance criteria tailored to the role and is at the absolute discretion of the Board.

Each year, the Board approves the Key Performance Indicators ( KPIs ) for the Managing Director following a recommendation from the GRemC. The GRemC selects performance objectives which provide a robust link between reward and the key drivers of long term shareholder value. The KPIs are measures relating to Company and personal performance accountabilities and include financial, strategic, operational, cultural and customer/stakeholder measures.

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Explanatory Memorandum

2015 ELTIP Offer

The proposed 2015 ELTIP offer (including the proposed offer to the Managing Director) applies to the three year performance period commencing 1 July 2015 and ending on 30 June 2018.

Any reward payable to the Managing Director under any ELTIP offer will be calculated as follows:

Opportunity	• 50% of opportunity determined by reference to Relative Total Shareholder Return (TSR), where the company’s performance is measured against the performance of the S&P/ASX 300 Index • 50% of opportunity determined by reference to Absolute Post tax Return on Equity (ROE)	• 50% of opportunity determined by reference to Relative Total Shareholder Return (TSR), where the company’s performance is measured against the performance of the S&P/ASX 300 Index • 50% of opportunity determined by reference to Absolute Post tax Return on Equity (ROE)
TSR Component	Compares MYS TSR vs ASX 300
	If MYS TSR = Median ASX300	50% of opportunityvests
	If MYS TSR = 75% ASX300	100% of opportunityvests
	If MYS TSR between median and 75%	Opportunity vests pro rata on a straight line basis between 50% and 100%
ROE Component	Board has set ROE target in the range 31.30% to 33.00%
	If aggregate ROE = 31.30%	25% of opportunityvests
	If aggregate ROE = 33.00%	100% of opportunityvests
	If aggregate ROE between 31.30% and 33.00%	Opportunity vests pro rata on a straight line basis between 25% and 100%

Details of past offers made under the ELTIP since 2013 are set out in the following table

Details of offers made under the 2013 ELTIP are as follows:

Item	Managing Director	Other Executives
Date of ofer (“Grant” date)	11 December 2013	11 December 2013
Performance period	1 July 2013 – 30 June 2016	1 July 2013 – 30 June 2016
Maximum number of shares that may be allocated	67,967	45,658	(#)
under the ofer
Value of the ofer	$327,600	$220,068
Share price used in the calculations of the ofer	$4.82	$4.82

Details of offers made under the 2014 ELTIP are as follows:

Item	Managing Director	Other Executives
Date of ofer (“Grant” date)	3 November 2014	3 November 2014 and 27 March 2015	(*)
Performance period	1 July 2014 – 30 June 2017	1 July 2014 – 30 June 2017
Maximum number of shares that may be allocated	58,263	61,823	(#)
under the ofer
Value of the ofer	$275,000	$291,806
Share price used in the calculations of the ofer	$4.72	$4.72

(#) Figures inclusive of all key management personnel at the time of offer.

(*) CFO, David Harradine received an offer on 27 March 2015 upon commencing employment with the company.

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Explanatory Memorandum

Shares allocated to Executives under these plans, are disclosed in the Remuneration Report, within the 2015 Annual Report.

Resolution recommendation

The Directors (other than Mr Sulicich) recommend that shareholders vote in favour of the offer for Mr Sulicich’s participation in the 2015 ELTIP.

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Location of the Annual General Meeting

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LOCATION OF THE 2015 ANNUAL GENERAL MEETING

The 2015 MyState Limited AGM will be held at the Hobart Function and Conference Centre, 1 Elizabeth Street, Hobart on Wednesday 21 October 2015 commencing at 10.30 a.m. (Australian Eastern Daylight Savings Time).

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Lodge your vote:

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
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Online:

www.investorvote.com.au

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 By Mail:
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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 538 803 (outside Australia) +61 3 9415 4660

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:

SRN/HIN:

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

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 For your vote to be effective it must be received by 10.30am (Australian Eastern Daylight Savings Time) on Monday, 19 October 2015

How to Vote on Items of Business

All your securities 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 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 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.

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.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder 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, "Prinatable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on the enclosed Questions form and return with this proxy form.

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

Samples/000001/000003

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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

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of MyState Limited hereby appoint

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the Chairman of the Meeting

 PLEASE NOTE: Leave this box blank if OR 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 MyState Limited to be held at the Hobart Function and Conference Centre, 1 Elizabeth Street, Hobart, Tasmania on Wednesday, 21 October 2015 at 10.30am (Australian Eastern Daylight Savings Time) 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 Items 3 and 4 (except where I/we have indicated a different voting intention below) even though Items 3 and 4 are 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 Items 3 and 4 by marking the appropriate box in step 2 below.

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.

ORDINARY RESOLUTIONS

Item 2a Re-elect Stephen Lonie as a Director of the Company Item 2b Re-elect Ian Mansbridge as a Director of the Company Item 2c Re-elect Miles Hampton as a Director of the Company Item 3 Adopt the Remuneration Report Item 4 Approval of Managing Director 's Participation in the Executive Long Term Incentive Plan (ELTIP)

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The Chairman of the Meeting intends to vote all available 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.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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M Y S

2 0 2 7 6 6 A