MYSTATE LIMITED — AGM Information 2019

Sep 12, 2019

ABN 26 133 623 962 Level 2, 137 Harrington Street Hobart 7000 Tasmania Australia

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13 September 2019

The Manager Company Announcements Australian Securities Exchange 20 Bridge Street Sydney NSW 2000

MyState Limited – 2019 Notice of Annual General Meeting

We attach the 2019 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 17 October 2019.

Yours faithfully,

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Scott Lukianenko

Company Secretary

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ACN 133 623 962

Notice of Annual General Meeting 2019

Table Of Contents

Chairman’s Letter	2
Notice of Annual General Meeting	3
Items of Business	3
Explanatory Memorandum	6
Location of the Annual General Meeting	10
Questionnaire	11

The Annual General Meeting of the shareholders of MyState Limited will be held at the Best Western Hotel, 156 Bathurst St, Hobart on Thursday 17 October 2019 commencing at 10.30 a.m., Hobart time.

Chairman’s Letter

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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 Best Western Hotel, 156 Bathurst St, Hobart on Thursday 17 October 2019, starting at 10.30 a.m.

At the meeting we will report to shareholders on the company’s fi nancial performance during the year to 30 June 2019, 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 www.investorvote.com.au or by returning the enclosed proxy form.

I look forward to seeing you at the meeting.

Yours sincerely

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Miles Hampton Chairman

2

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 shareholders of MyState Limited will be held at the Best Western Hotel, 156 Bathurst St, Hobart on Thursday 17 October 2019 commencing at 10.30 a.m. (Hobart Time).

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 2019.

2. Election of Directors

To consider and, if thought fi t, pass the following ordinary resolutions:

• (a) “ THAT Robert Gordon who retires from the offi ce of Director by rotation in accordance with section 62 of the Constitution and ASX Listing Rule 14.4, being eligible and off ering himself for re-election, be reelected as a Director of the Company.”

• (b) “ THAT Sibylle Krieger who retires from the offi ce of Director by rotation in accordance with section 62 of the Constitution and ASX Listing Rule 14.4, being eligible and off ering herself for re-election, be re-elected as a Director of the Company.”

• (c) “ THAT Vaughn Richtor who retires from the offi ce of Director in accordance with rule 61.2 of the Constitution and ASX Listing Rule 14.4, being eligible and off ering himself for election, be elected as a Director of the Company.”

3. Remuneration Report

To consider and, if thought fi t, pass the following ordinary resolution:

• “ THAT the Remuneration Report of the Company for the year ended 30 June 2019 be adopted.”

The vote on this resolution is advisory only.

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 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, 4(a) and 4(b)”.

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

To consider and, if thought fi t, pass the following resolutions separately as ordinary resolutions:

• (a) “ THAT , the issue of 18,257 fully paid ordinary shares in the Company to or for the benefi t of Managing Director and Chief Executive Offi cer (Mr Melos Sulicich) under the 2016 ELTIP be approved for the purposes of ASX Listing Rule 10.14 and Exception 9 in ASX Listing Rule 7.2 and for all other purposes.”

• (b) “ THAT , for the purposes of ASX Listing Rule 10.14 and all other purposes, the Company be authorised to off er the Managing Director and Chief Executive Offi cer (Mr Melos Sulicich) participation in the 2019 ELTIP which may entitle Mr Sulicich to be issued a maximum number of 68,071 fully paid ordinary shares in the Company on the terms set out in the Explanatory Memorandum to this Notice of 2019 Annual General Meeting.”

• 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,

3

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 favour of these resolutions by Mr Sulicich and any of his associates. However, the Company need not disregard a vote on these resolutions if it is 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, 4(a) and 4(b)”.

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 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. (Hobart time) on Tuesday 15 October 2019. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

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 specifi ed, each proxy may exercise half of the shareholder’s votes. If a shareholder appoints two or more proxies that specify diff erent 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.

• Unless otherwise directed, the Chairman intends to vote all proxies in favour of each item of business.

4

Business

Important information concerning proxy votes for Resolutions 3, 4(a) and 4(b)

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 identifi es the Company’s key management personnel for the fi nancial year ended 30 June 2019. Their closely related parties are defi ned 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 Resolutions 3, 4(a) and 4(b).

If you do appoint the Chairman as your proxy but you do not direct the Chairman how to vote in respect of Resolutions 3, 4(a) and 4(b) by also marking a voting box, 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 each of Resolutions 3, 4(a) and 4(b). This express authorisation acknowledges that the Chairman will vote your proxy even if he or she has an interest in the outcome of Resolutions 3, 4(a) and 4(b) 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.

A Proxy Form accompanies this Notice and to be eff ective 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 eff ective for the Meeting, the instrument eff ecting the appointment (or a certifi ed copy of it) must be received by the Company at its registered offi ce 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 13 September 2019 Level 2, 137 Harrington Street Hobart Tasmania 7000

5

Explanatory Memorandum

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Introduction

This Explanatory Memorandum forms part of this Notice of Meeting and has been prepared to provide shareholders with suffi cient information to consider the resolutions contained in the accompanying Notice of Annual General Meeting of the Company to be held at the Best Western Hotel, 156 Bathurst St, Hobart on Thursday 17 October 2019 commencing at 10.30 a.m (Hobart Time).

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

Item 1 – Financial Statements and Reports

As required by section 317 of the Corporations Act, the Financial Statements, Directors’ Report and Auditor’s Report of the Company for the fi nancial year ended 30 June 2019 will be laid before the Meeting.

No vote of the members is required on this item, and a resolution will not be put to the meeting.

Shareholders will be provided with the opportunity to ask questions or raise comments about these reports or on the management of the Company. Also, a reasonable opportunity will be given to shareholders to ask the Company’s External Auditor 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 relation to the preparation of the Financial Statements and the independence of the auditor in relation to the conduct of the audit.

Item 2 – Election of Directors

Pursuant to section 62 of the Constitution, non-executive directors Robert Gordon and Sibylle Krieger will retire at the Annual General Meeting and being eligible to do so, have off ered themselves for re-election. Mr Gordon was last re-elected in 2016 and Ms Krieger was last re-elected in 2017.

Pursuant to section 61 of the Constitution, Director Vaughn Richtor was appointed to a casual vacancy as an independent non-executive director of the Company on 1 September 2019 and as such may only hold offi ce until the end of the next Annual General Meeting. Mr Richtor, being eligible to do so, off ers himself for election.

The Board considers that Mr Gordon, Ms Krieger and Mr Richtor is each an independent non-executive director. The three resolutions set out in Item 2 of the Notice of Meeting seek shareholder approval to elect each of these candidates. To be successfully elected as a Director, each candidate must receive more votes ‘For’ than ‘Against’.

The experience, qualifi cations and other information about each candidate is set out below.

Candidate Details

Robert Gordon

BSc, MIFA, MAICD, FAMI

Mr Gordon is currently President of the Institute of Foresters of Australia (IFA) and President of Football Federation Tasmania having previously held the position of Managing Director, Forestry Tasmania.

He has been a company director for seventeen years including six years as Chairman of Connect Financial Credit Union of Tasmania Ltd. Mr Gordon has been a director of companies in the Tourism industry, Research & Development, Construction and Infrastructure.

Mr Gordon was fi rst appointed as a non-executive director of MyState Limited on 12 February 2009. He is the Chairman of MyState Community Foundation Limited and was appointed a Director of Tasmanian Perpetual Trustees Limited on 22 September 2009.

He is the Chairman of MyState Limited Board’s Group Risk Committee and a member of the Group Nomination & Corporate Governance Committee and the Group Digital Business Committee.

Sibylle Krieger LLB (Hons), LLM, FAICD, MBA

Ms Krieger has over 35 years of broad commercial experience as a lawyer, economic regulator, independent consultant and non-executive director, with particular focus on heavily regulated industries. She was a partner in two large commercial law fi rms for 22 years and has over 12 years’ experience as a non-executive director.

She is currently a non-executive director of the Australian Energy Market Operator Ltd (AEMO) and was formerly a non-executive Chair of Xenith IP Group Limited, a director of Sydney Ports Corporation, Allconnex Water, TasWater and Vector Limited (NZX:VCT) and was a trustee of the Royal Botanic Gardens and Domain Trust and of Sydney Grammar School.

In addition to her board roles, Ms Krieger has served as an independent consultant to private sector and government clients across diverse areas including risk management and energy security.

Ms Krieger was fi rst appointed as a non-executive director of the Company on 1 December 2016. She is the chair of MyState Limited Board’s Group People and Remuneration Committee and a member of the Group Risk Committee and the Group Nominations and Corporate Governance Committee.

6

Explanatory Memorandum

Vaughn Richtor BA (Hons)

Mr Richtor is the former CEO of ING DIRECT Australia and CEO Challenger and Growth Countries – Asia, ING Group. He joined ING in London in 1991 and was Deputy General Manager UK and Ireland, establishing the ING Dublin branch.

Mr Richtor is currently Chairman of Ratesetter Australia and a Non-Executive Director of TMB Bank in Thailand and also Rest Super. He also advises on fi nancial services and banking. He is an advisor to Rhizome and Spriggy. He was previously a Board member of ING Vysya Bank in India from 2009 until its merger with Kotak Mahindra Bank in 2015, and Board Member of Kookmin Group in Korea from 2010 to 2012.

Mr Richtor writes and speaks extensively on Leadership, Corporate Culture, Customer Centricity and Digital banking, and provides mentoring to senior leaders in Australia and was named Executive of the Year at the 2016 Australian Retail Banking awards.

Resolution Recommendations

The Directors (excluding, in respect of each resolution, the retiring Director) recommend that shareholders vote in favour of each of the four resolutions set out in Item 2 of the Notice of Meeting.

Item 3 – Remuneration Report

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is included in the Directors Report section of the 2019 Annual Report which is also available on the Company’s website at www.mystatelimited.com.au.

The Remuneration Report sets out the remuneration arrangements of the Managing Director and Chief Executive Offi cer (MD & CEO) and specifi ed senior executives.

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 (whether in person or by proxy) to approve the Remuneration Report be against approval of that report, then at the 2020 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 further resolution being put to the 2020 Annual General Meeting to hold a special meeting within 90 days to consider a spill of the non-executive directors on the Board and the appointment of persons to offi ces that will be vacated as a result of the spill.

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.

Item 4 – Approval of Managing Director and Chief Executive Offi cer’s Participation in the Executive Long Term Incentive Plan (ElTIP)

Introduction

The Company seeks approval from shareholders to:

• (a) “Issue shares to the MD & CEO, Mr Melos Sulicich under the 2016 ELTIP Off er approved by Shareholders at the 2016 AGM; and

• (b) Off er Mr Sulicich participation in the 2019 ELTIP.

In respect of Item 4(a), shareholders approved the participation of Mr Sulicich in the 2016 ELTIP at the 2016 AGM. The 2016 ELTIP off er included the issue of up to 69,951 fully paid ordinary shares at a volume weighted average price of the Company’s shares of $4.11 calculated on the 20 trading days beginning 1 July 2016. The issue of any shares under the 2016 ELTIP to the benefi t of Mr Sulicich was subject to formal assessment of the company’s performance over the three year period (the ‘performance period’) to 30 June 2019. The Company has now completed the formal assessment under the 2016 ELTIP and, for the purposes of ASX Listing Rule 10.14 and Exception 9 in ASX Listing Rule 7.2 and for all other purposes, seeks approval to issue 18,257 fully paid ordinary shares in the Company under the 2016 ELTIP for the benefi t of Mr Sulicich.

In respect of Item 4(b), the Company seeks approval to off er a yet to be determined number of fully paid ordinary shares in the Company up to a maximum of 68,071 calculated by dividing $312,500 (being 50% of total fi xed reward) by $4.5908 being the weighted average price of the Company’s shares over the 20 trading days beginning 1 July 2019. The three year performance period for the shares in respect of the 2019 ELTIP off er will be 1 July 2019 – 30 June 2022.

The shares would only be issued under this off er if approval for the purposes of ASX Listing Rules 7.1 and 10.14 is subsequently given at a future meeting of the Company’s shareholders. The General explanations of the MD & CEO’s remuneration arrangements were previously released to the Australian Securities Exchange.

The resolutions set out in Item 4(a) and 4(b) are in accordance with the Company’s total remuneration arrangements for the MD & CEO, as described in the following section. The Company’s Remuneration Policy is also available on the Company’s website.

7

Explanatory Memorandum

Basis of Employment of the Managing Director and Chief Executive Offi cer

To assist in achieving the objectives of the Company, the Group People and Remuneration Committee (GPC) links the nature and amount of the MD & CEO’s emoluments to the Company’s fi nancial and operational performance. The remuneration of the MD & CEO may comprise one or more of the following:

• Total fi xed reward (inclusive of superannuation and fringe benefi ts) ( TFR );

• Cash based short term incentive ( STI ); and

• Equity based long term incentives ( ELTIP ).

i. Fixed Annual Remuneration

The TFR is paid by way of cash salary, superannuation and fringe benefi ts and is reviewed annually by the GPC. The Company seeks regular advice from relevant external consultants to ensure that the MD & CEO’s remuneration is competitive in the marketplace.

ii. Cash based short term incentive

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

In order for the shares to vest, certain performance criteria must be satisfi ed 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 fi nancial years, commencing with the year in which an off er 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.

The issue of fully paid ordinary shares in the Company is made only if performance criteria specifi ed by the Board are satisfi ed. Payment of a portion of the variable remuneration (that is, remuneration conditional on the achievement of pre-determined objectives) to the MD & CEO will be deferred by the Company as required by the Banking Executive Accountability Regime and the ELTIP rules.

2019 ELTIP Off er

The 2019 ELTIP off er (including the proposed off er to the MD & CEO) will have a three year performance period commencing 1 July 2019 and ending on 30 June 2022.

Each year, the Board approves the Key Performance Indicators ( KPIs ) for the MD & CEO following a recommendation from the GPC. The GPC selects performance objectives which provide a robust link between reward and the key drivers of shareholder value.

iii. ELTIP

The ELTIP was established by the Board to reward senior executives for achieving the Company’s longer term objectives. An ELTIP off er may be made to the MD & CEO every year as determined by the Board.

The maximum value of any ELTIP off er to the MD & CEO is 50% of TFR and is at the absolute discretion of the Board. The value of the off er 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.

8

Explanatory Memorandum

Any reward payable to the MD & CEO under any ELTIP off er will be calculated as follows:

Opportunity	• 50% the opportunity is determined by reference to the relative Total Shareholder Return (TSR), where the company’s performance is measured against the performance of the S&P/ASX 300 Index (ASX 300) • 50% of the opportunity is determined by reference to the post tax underlying Return on Equity (ROE)	• 50% the opportunity is determined by reference to the relative Total Shareholder Return (TSR), where the company’s performance is measured against the performance of the S&P/ASX 300 Index (ASX 300) • 50% of the opportunity is determined by reference to the post tax underlying Return on Equity (ROE)
TSR Component	Compares MYS TSR vs ASX 300
	If MYS TSR = Median ASX 300	50% of opportunity vests
	If MYS TSR between median and 75%	Opportunity vests pro rata on a straight line basis between 50% and 100%
	If MYS TSR = 75% ASX 300	100% of opportunity vests
ROE Component	The Board has set the underlying ROE target in the range 30.00% to 31.50%
	If aggregate underlying ROE = 30.00%	50% of opportunity vests
	If aggregate underlying ROE between 30% and 31.50%	Opportunity vests pro rata on a straight line basis between 50% and 100%
	If aggregate underlying ROE = 31.50%	100% of opportunity vests

Details of past off ers made under the ELTIP that are yet to be assessed are set out in the following table:

Item MD & CEO	Item MD & CEO
ELTIP YEAR 2017 ELTIP	2018 ELTIP
Date of of er (“Grant” date) 8 November 2017	7 January 2019
Performance period 1 July 2017 – 30 June 2020	1 July 2018 – 30 June 2021
Maximum number of shares that may be allocated under the of er 58,614	64,375
Value of the of er $287,500	$312,500
Share price used in the calculations of the of er $4.90	$4.85

Mr Sulicich is the only director entitled to participate in the ELTIP. Details of any securities issued under the ELTIP will be published in each annual report of the Company relating to a period in which securities have been issued, and approval for the issue of securities was obtained under ASX Listing Rule 10.14 to the extent required. Any additional persons, subject to approval requirements under ASX Listing Rule 10.14, who become entitled to participate in the ELTIP after the approval of Resolution 4(b) and who were not named in this notice of meeting will not participate until approval is obtained under ASX Listing Rule 10.14. There is no loan scheme which applies to the issue of shares to Mr. Sulicich under his participation in the 2019 ELTIP. The date by which the Company will issue any securities approved under ASX Listing Rule 10.14 will be no later than 3 years after the meeting at which approval was granted.

Resolution recommendation

The Directors (other than Mr Sulicich) recommend that shareholders vote in favour of resolutions 4(a) and 4(b).

9

Location of the 2019 Annual General Meeting

The 2019 MyState Limited AGM will be held at the Best Western Hotel, 156 Bathurst St, Hobart on Thursday 17 October 2019 commencing at 10.30 a.m. (Hobart Time).

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10

Questionnaire

Questions from shareholders 2019 Annual General Meeting

Shareholders who are unable to attend the meeting or who may prefer to submit questions in advance concerning MyState Limited that they would like us to address at the meeting are invited to do so.

For your convenience, you can submit your questions:

• By completing your question below and posting it to: The Company Secretary MyState Limited Level 2, 137 Harrington Street Hobart Tasmania 7000

• By faxing the Form to 03 62159760; or

• By emailing the Form or your questions to secretariat@mystatelimited.com.au

We will attempt to respond to as many of the more frequently asked questions as possible in the Chairman’s and Managing Director’s addresses at the 2019 Annual General Meeting. However, if we receive a large number of shareholders’ questions, we may not be able to reply individually.

Shareholder questions must be received by 5.00 p.m. (Hobart time) on Monday 30 September 2019. Please complete the following details:

Question (s):

Name

Address

11

MyState Limited is the ASX-listed non-operating holding company of the diversifi ed fi nancial services group consisting of MyState Bank Limited and Tasmanian Perpetual Trustees Limited, a trustee and wealth management company.

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Need assistance?

Phone:

1300 538 803 (within Australia) +61 3 9415 4660 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:30am (Hobart Time) Tuesday 15 October 2019.

Proxy Form

How to Vote on Items of Business

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 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.

Use your computer or smartphone to appoint your proxy and vote at www.investorvote.com.au or scan your personalised QR code below using your smartphone.

Your secure access information is

Control Number: 132763

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

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

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

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

255790_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 MyState 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 MyState Limited to be held at the Best Western Hotel, 156 Bathurst St, Hobart on Thursday, 17 October 2019 at 10.30am (Hobart 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, 4a and 4b (except where I/we have indicated a different voting intention in step 2) even though Items 3, 4a and 4b 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, 4a and 4b by marking the appropriate box in step 2.

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

Item	2	(a)	Re-election of Robert Gordon as a Director of the Company
Item	2	(b)	Re-election of Sibylle Krieger as a Director of the Company
Item	2	(c)	Elect Vaughn Richtor as a Director of the Company
Item	3		Remuneration Report
Item	4	(a)	Approval to issue shares to the Managing Director and Chief Executive Officer under the 2016 Executive Long Term Incentive Plan
Item	4	(b)	Approval to offer the Managing Director and Chief Executive Officer participation in the 2019 Executive Long Term Incentive Plan

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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Step 3 Signature of Securityholder(s)
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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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MYS