MYSTATE LIMITED — AGM Information 2020

Sep 17, 2020

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

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18 September 2020

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

MyState Limited – 2020 Notice of Annual General Meeting

Please find attached MyState Limited’s 2020 Notice of Annual General Meeting, Proxy form and Online Meeting Platform Guide in relation to the Company’s Annual General Meeting to be held on 21 October 2020 at 10:30 am (Hobart time).

Yours faithfully,

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Scott Lukianenko Company Secretary

Authorised MyState Limited Board

About MyState Limited

Registered Office: 137 Harrington Street, Hobart 7000

MyState Limited is the ASX-listed (MYS) non-operating holding company of the diversified financial services Group consisting of MyState Bank and TPT Wealth, a trustee and wealth management company. MyState Bank is regulated by the Australian Prudential Regulatory Authority. MyState Bank and TPT Wealth hold Australian Financial Services Licences issued by the Australian Securities and Investments Commission.

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ACN 133 623 962

Notice of Annual General Meeting 2020

Table Of Contents

Chairman’s Letter	2
Notice of Annual General Meeting	3
Items of Business	3
Explanatory Memorandum	7

The 2020 Annual General Meeting of MyState Limited will be held on Wednesday, 21 October 2020 at 10:30 a.m. (Hobart time).

Chairman’s Letter

18 September 2020

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Dear Shareholder,

On behalf of the Board of MyState Limited ( MyState ), I have pleasure in inviting you to participate in MyState’s annual general meeting ( AGM ) to be held on Wednesday, 21 October 2020 commencing at 10.30 a.m. (Hobart time).

In order to minimise the health risks to our shareholders, officers and employees in the current circumstances of COVID-19, the Board has determined to hold a virtual AGM rather than a physical meeting this year. This means that the AGM will not be held in a physical location and shareholders will not be able to attend the meeting in person.

Instead, shareholders will be able to participate in the AGM via an online platform through which shareholders can submit questions regarding the business of the meeting and vote.

Alternatively, shareholders can ask questions prior to the meeting by emailing secretariat@mystatelimited.com.au and vote prior to the meeting by lodging a proxy online.

In accordance with temporary modifications to the Corporations Act 2001 ( Corporations Act ) under the Corporations (Coronavirus Economic Response) Determination (No.1) 2020, hard copies of the Notice of AGM will not be sent to shareholders. Instead, the Notice of AGM and other related material including an online meeting guide which provides detailed information on how to access and use the online platform can be viewed and downloaded from our AGM website www.edocumentview.com.au/MYS2020.

The Notice of AGM and accompanying documents should be read in their entirety.

Voting before the AGM

If you would like to vote but you are unable to participate in the AGM, you will need to appoint a proxy to vote on your behalf. You can appoint a proxy to vote on your behalf online via our AGM website.

If you require a hard copy proxy form, please contact Computershare by phone on 1300 850 505 (for calls within Australia) or +61 3 9415 4000 (for overseas calls).

Participating in the AGM

You can participate in the AGM through the Lumi AGM online platform which can be accessed via our AGM website. You will then be prompted to enter the following meeting code: 396-323-214.

Alternatively, you can participate in the meeting by downloading the Lumi AGM App from the Apple App Store or Google Play Store and entering the meeting code when prompted. You will also need to provide your shareholder details (including your SRN or HIN and postcode) so that we can verify you as a shareholder.

Proxy holders will need to contact our share registry, Computershare, by phone on +61 3 9415 4024 during the online registration period which will open one hour before the meeting in order to obtain their login details so that they can access the meeting through the online platform or the Lumi App. If you have appointed a proxy to virtually participate in and vote at the meeting on your behalf, please ensure that you arrange for them to obtain their login details one hour prior to the meeting.

Through the online platform or the Lumi AGM App, shareholders (and proxy holders) will be able to view a live webcast of the meeting, submit questions regarding the business of the meeting and vote.

A detailed guide on how to participate in the virtual meeting is set out in the Online Meeting Guide.

I hope that you will join us at the AGM.

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 ( Company ) will be held online as a virtual meeting on Wednesday, 21 October 2020 commencing at 10.30 a.m. (Hobart time).

Shareholders may participate in the AGM virtually via our online platform or via the appointment of a proxy. Further information on how to participate virtually is set out in this Notice of AGM.

Business

1. Financial Statements and Reports

To receive and consider and provide shareholders with the opportunity to raise any issues or ask questions generally of the Directors concerning the Financial Reports, the Directors’ Report and the Auditor’s Report of the Company for the year ended 30 June 2020.

2. Re-election of Director - Miles Hampton

(Resolution 1)

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

• “ THAT Miles Hampton who retires from the offi ce of Director by rotation in accordance with clause 62 of the Constitution and ASX Listing Rule 14.4, being eligible and off ering himself for re-election, be re-elected as a Director of the Company.”

3. Re-election of Director - Andrea Waters

(Resolution 2)

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

“ THAT Andrea Waters who retires from the offi ce of Director by rotation in accordance with clause 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.”

4. Remuneration Report (Resolution 3)

To consider and, if thought fi t, pass the following non-binding resolution as an ordinary resolution:

“ THAT for the purposes of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report (which forms part of the Directors’ Report) for the year ended 30 June 2020 be adopted.”

Note: The vote on this resolution is advisory only. If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two (2) consecutive annual general meetings, shareholders will be required to vote at the second of those annual general meetings on a resolution (a ‘spill resolution’) that another meeting be held within 90 days at which all of the Company’s Directors (other than a managing director) must go up for re-election.

Voting Exclusion

In accordance with sections 250BD(1) and 250R(4) of the Corporations Act, no vote may be cast by, and 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 a closely related party of any such member, whether as shareholder or proxy. However, in accordance with the Corporations Act, a person described above may vote on Resolution 3 if:

• the vote is cast by such person as proxy for a person who is permitted to vote on the resolution, in accordance with the direction specifi ed on the proxy form how to vote;

or

• the proxy is the chair of the meeting ( Chairman ) 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 member of the KMP; and

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

Shareholders who intend to appoint the Chairman 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 and 5”.

5. Issue of shares to Managing Director and Chief Executive Offi cer under Executive Long Term Incentive Plan (ELTIP) (Resolution 4)

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

“ THAT , the issue of 16,822 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 2017 ELTIP be approved for the purposes of ASX Listing Rule 10.14 and for all other purposes.”

3

Business

6. Approval of the Managing Director and Chief Executive Offi cer’s participation in Executive Long Term Incentive Plan (ELTIP) (Resolution 5)

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

“ 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 2020 ELTIP which may entitle Mr Sulicich to be issued a maximum number of 77,351 fully paid ordinary shares in the Company on the terms set out in the Explanatory Memorandum to this Notice of AGM.”

Voting Exclusion

In accordance with section 250BD(1) of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 4 or Resolution 5 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, in accordance with the Corporations Act, the above prohibition does not apply if:

• the proxy is the Chairman; 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, and the vote is not cast on behalf of Mr Sulicich.

The Company will, in accordance with ASX Listing Rule 14.11, disregard any votes cast in favour of Resolution 4 and Resolution 5 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 or attorney for a person who is entitled to vote on the resolution, in accordance with the directions on the proxy form;

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

• a holder acting solely in a nominee, trustee, custodial or other fi duciary capacity on behalf of a benefi ciary provided the following conditions are met:

• the benefi ciary provides written confi rmation to the holder that the benefi ciary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and

• the holder votes on the resolution in accordance with the directions given by the benefi ciary to the holder to vote in that way

Shareholders who intend to appoint the Chairman 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 and 5”.

Explanatory memorandum

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

Entitlement to Vote

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 Monday, 19 October 2020. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to participate in and vote at the meeting.

Resolutions to be determined by Poll

Voting on each resolution to be considered at the 2020 AGM will be conducted by poll.

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.

4

Business

• 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 resolution.

Important information concerning proxy votes for Resolutions 3, 4 and 5

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 2020. 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.

If you do appoint the Chairman as your proxy but you do not direct the Chairman how to vote in respect of any or all of Resolutions 3, 4 and 5 the Chairman will vote your proxy in favour of each undirected Resolution. The appointment of the Chairman as your proxy with any undirected voting instruction 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 and 5. This express authorisation acknowledges that the Chairman will vote your proxy in favour of Resolutions 3, 4 or 5 even if he or she has an interest in the outcome of any of the Resolutions 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.

Lodging a Proxy

All proxies must be received at least 48 hours before the appointed time of the meeting.

To appoint a proxy shareholders may:

Lodge by visiting Online www.edocumentview.com.au/MYS2020 Lodge a Please contact Computershare by phone paper proxy to receive a personalised proxy form on 1300 850 505 (or +61 3 9415 4000 for overseas callers) and following completion lodge by: Post Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Hand Computershare Investor Services Pty Limited 452 Johnston Street Abbotsford VIC 3067 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.

5

Business

Questions from Shareholders

Shareholders who are unable to participate in the meeting or who may prefer to submit questions in advance of the meeting are invited to do so. The deadline for receipt of questions is 5.00 p.m. (Hobart time) on Wednesday, 7 October 2020. During the meeting the Chairman will endeavour to address the themes most frequently raised prior to the meeting. Please note that Individual responses will not be sent to shareholders.

Questions may be submitted as follows:

By post The Company Secretary MyState Limited Level 2, 137 Harrington Street Hobart Tasmania 7000 By email secretariat@mystatelimited.com.au

An opportunity will be provided to ask questions in real time during the AGM via the online platform. Details on how to ask questions is provided in the following Online Meeting Guide.

By Order of the Board

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S Lukianenko Company Secretary 18 September 2020

6

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 AGM of the Company to be held online as a virtual meeting on Wednesday, 21 October 2020 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.

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 2020 will be presented to 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 the fi nancial statements and reports or on the management of the Company via the online platform. 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.

Re-Election of Directors (Resolutions 1 and 2)

ASX Listing Rule 14.4 requires that a director of an entity must not hold offi ce (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.

Pursuant to ASX Listing Rule 14.4 and clause 62 of the MyState’s Constitution, non-executive directors Miles Hampton and Andrea Waters will retire at the Annual General Meeting and being eligible to do so, have off ered themselves for re-election. Mr Hampton and Mrs Waters were last re-elected in 2018.

The Board considers that Mr Hampton and Mrs Waters are each an independent non-executive director.

Resolutions 1 and 2 set out in the Notice of Meeting seek shareholder approval to re-elect each of Mr Hampton and Mrs Waters as non-executive directors of the Company respectively. 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

Miles Hampton BEc(Hons), FCPA, FAICD

• Group Nominations and Corporate Governance Committee Chair

• Group Risk Committee member

• Group Digital Business Committee member

• Group Audit Committee member

• Group People and Remuneration Committee member

Mr Hampton has been a Non-Executive Director of MyState Limited since February 2009 and became Chairman in October 2013. Mr Hampton has been a Director of Tasmanian Perpetual Trustees Limited (now TPT Wealth Ltd) from July 2006. He is the former Managing Director of ASX-listed Roberts Limited, a position he held from 1987 until 2006. He is the former Chairman of Forestry Tasmania, Hobart Water and TasWater and former Deputy Chairman of the Van Diemen’s Land Company. Miles has served on the boards of Ruralco Holdings Ltd, Australian Pharmaceutical Industries Ltd, Wentworth Holdings Ltd, Money3 Corporation Ltd, HMA Ltd, Gibsons Ltd and Impact Fertilisers Pty Ltd.

Andrea Waters

BCom, FCA, GAICD

• Group Audit Committee (Chair)

• Group Risk Committee member

Mrs Waters has been a Non-Executive Director since October 2017. She is an experienced non-executive director, auditor and accountant with over 35 years’ experience in fi nancial services. She is a Fellow of Chartered Accountants Australia & New Zealand, and both a member and accredited facilitator of the Australian Institute of Company Directors. She is a former partner with KPMG, specialising in fi nancial services audit. Andrea is a Director of Grant Thornton Australia Ltd, Bennelong Funds Management Group, Citywide Service Solutions Pty Ltd, Colonial Foundation and Genworth Mortgage Insurance Australia Limited (GMA). Prior, she was a Director of The Lord Mayor’s Charitable Foundation, Chartered Accountants Australia & New Zealand, Cancer Council Victoria, CareSuper and Cash Converters International Limited (CCV).

Resolution Recommendations

The Board (excluding, in respect of each resolution, the retiring Director) unanimously recommends that shareholders vote in favour of Resolutions 1 and 2.

7

Explanatory Memorandum

Remuneration Report (Resolution 3)

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is included in the Directors’ Report contained in the 2020 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.

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 Board unanimously recommends that shareholders vote in favour of Resolution 3.

Issue of Shares to Managing Director and Chief Executive Offi cer under Executive Long Term Incentive Plan (ELTIP) (Resolution 4)

The Company seeks approval from shareholders to issue 16,822 fully paid ordinary shares to the MD & CEO, Mr Melos Sulicich under the 2017 ELTIP Off er ( Issue ) approved by Shareholders at the 2017 AGM.

In respect of Resolution 4, shareholders approved the participation of Mr Sulicich in the 2017 ELTIP at the 2017 AGM. The 2017 ELTIP off er included the issue of up to 58,614 fully paid ordinary shares at a volume weighted average price of the Company’s shares of $4.90 calculated on the 20 trading days beginning 1 July 2017. The issue of any shares under the 2017 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 2020. The Company has now completed the formal assessment under the 2017 ELTIP. The Company has not issued any other shares under the 2017 ELTIP.

The Issue falls within ASX Listing Rule 10.14.1 above and therefore MyState requires the approval of its shareholders under ASX Listing Rule 10.14. Resolution 4 seeks shareholder approval for the Issue under and for the purposes of ASX Listing Rule 10.14.

If Resolution 4 is not passed, MyState will not be able to proceed with the Issue.

Shareholders should note that the Issue is pursuant to Exception 14 under ASX Listing Rule 7.2, and accordingly, if approved, will not reduce the Company’s 15% placement capacity.

Approval of the Managing Director and Chief Executive Offi cer’s participation in Executive Long Term Incentive Plan (ELTIP) (Resolution 5)

The Company seeks approval from shareholders to off er Mr Sulicich participation in the 2020 ELTIP.

Approval is sought in accordance with ASX Listing Rule 10.14 as described in the explanatory comments for Resolution 4 above.

In respect of Resolution 5 the Company seeks approval to off er up to a maximum of 77,351 fully paid ordinary shares in the Company calculated by dividing $312,500 (being 50% of total fi xed reward) by $4.04 being the weighted average price of the Company’s shares over the 20 trading days to 30 June 2020. The three year performance period for the shares in respect of the 2020 ELTIP off er will be 1 July 2020 – 30 June 2023 and the subsequent issue of any shares under the 2020 ELTIP to Mr Sulicich would be subject to shareholder approval at the 2023 AGM.

The general explanations of the MD & CEO’s remuneration arrangements were previously released to the Australian Securities Exchange and these remain unchanged. Mr Sulicich’s total remuneration package (salary, bonus and fees) for the fi nancial year ending 30 June 2020 was $707,744.

If Resolution 5 is not passed, MyState will not be able to proceed with the 2020 ELTIP Off er to Mr Sulicich.

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

• 10.14.1 a director of the company;

• 10.14.2 an associate of the company; or

• 10.14.3 a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders,

unless it obtains the approval of its shareholders.

8

Explanatory Memorandum

Further Information in respect of Resolutions 4 and 5

Resolutions 4 and 5 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.

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 salary sacrifi ce) ( TFR );

• Cash based short term incentive ( STI ); and

• Equity based long term incentives ( ELTIP ).

i. Total Fixed Reward

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 Statutory 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 some or all of the variable remuneration is conditional on the achievement of pre-determined objectives. Allocation of shares to the MD & CEO may be deferred by the Company as required by the BEAR and the ELTIP rules.

2020 ELTIP Off er

The 2020 ELTIP off er (including the proposed off er to the MD & CEO) will have a three year performance period commencing 1 July 2020 and ending on 30 June 2023.

The TFR is paid by way of cash salary, superannuation and salary sacrifi ced other benefi ts and is reviewed annually by the GPC. External remuneration consultants are appointed on a regular basis to provide advice to the Committee to ensure that the MD & CEO’s remuneration is competitive and appropriately structured.

ii. Cash based short term incentive

The STI is an annual “at risk” incentive payment. The STI is calculated as a percentage of the TFR and is payable as cash and/or superannuation contributions. The maximum STI that may be awarded to the MD & CEO is 50% of TFR. Payment of a STI to the MD & CEO, who is an accountable person under the regulatory Banking Executive Accountability Regime (BEAR), is subject to the Board being satisfi ed that the payment may be made under the BEAR and is at the absolute discretion of the Board.

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 30 June in the year in which the off er is made.

9

Explanatory Memorandum

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

TSR Component	MYS TSR Relative to the ASX 300:	Percentage of the Applicable Reward that will Vest:
	Below the 25thpercentile:	0
	At the 25thpercentile	25%
	Between the 25thand 75thpercentile	Straight line basis between 25% and 100%
	Above the 75thpercentile	100%
ROE Component	MYS Aggregate Statutory ROE for the performance period which may be adjusted at the discretion of the Board for one of items: Percentage of the Applicable Reward that will Vest:
	Below 27.00%	0%
	27.00%	25%
	27.00% to 30.00%	Straight line from 25% to 100%
	30.00% or above	100%

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

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Item MD & CEO
ELTIP YEAR 2018 ELTIP 2019 ELTIP
Date of off er (“Grant” date) 7 January 2019 28 October 2019
Performance period 1 July 2018 – 30 June 2021 1 July 2019 – 30 June 2022
Maximum number of shares that may be allocated 64,375 68,071
under the off er
Value of the off er $312,500 $312,500
Share price used in the calculations of the off er $4.85 $4.59
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Details of past issues of shares under the ELTIP to Mr Sulicich, following shareholder approval, are set out in the following table:

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ELTIP YEAR No of Shares Issue VWAP Price
2016 ELTIP 18,257 $4.11
2015 ELTIP Nil N/A
2014 ELTIP 15,498 $4.72
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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 5 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 2020 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.

Resolutions 4 and 5 recommendation

The Board (other than Mr Sulicich) unanimously recommends that shareholders vote in favour of Resolutions 4 and 5.

10

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

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Online:

www.investorcentre.com/contact

MYS

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:30 a.m. (Hobart time) on Monday, 19 October 2020.

Proxy Form

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.

XX

Lodge your Proxy Form:

How to vote and participate in the meeting:

To participate in the online meeting, access the meeting documents and lodge your proxy visit our online meeting site site at www.edocumentview.com.au/MYS2020 or scan the QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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 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.

Samples/000001/000001/i12

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

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.



I 9999999999

I ND

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

XX

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 virtually on Wednesday, 21 October 2020 at 10:30 a.m. (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 Resolutions 3, 4 and 5 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 3, 4 and 5 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 Resolutions 3, 4 and 5 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

Resolution 1 Re-election of Director - Miles Hampton	Resolution 1 Re-election of Director - Miles Hampton	Resolution 1 Re-election of Director - Miles Hampton	Resolution 1 Re-election of Director - Miles Hampton	Resolution 1 Re-election of Director - Miles Hampton	Resolution 1 Re-election of Director - Miles Hampton	Resolution 1 Re-election of Director - Miles Hampton
Resolution 2 Re-election of Director - Andrea Waters
Resolution 3 Remuneration Report
Resolution 4 Issue of shares to Managing Director and Chief Executive Officer under Executive Long Term Incentive Plan (ELTIP)
Resolution 5 Approval of the Managing Director and Chief Executive Officer's participation in Executive Long Term Incentive Plan (ELTIP)

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) This section must be completed.
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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M Y S

2 6 7 7 6 4 A

Online meeting guide

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Getting started

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time. To participate online visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible.

To log in, you must have the following information:

Meeting ID

Australian residents

The Meeting ID is the

Username

(SRN or HIN) and

following 9 digit code 396-323-214 > Password which is specific to the (postcode of your MyState AGM. registered address).

Overseas Residents

• Username (SRN or HIN) and

Password (three-character country code) e.g. New Zealand - NZL; United Kingdom - GBR; United States of America - USA; Canada - CAN.

A full list of country codes is provided at the end of this guide.

Appointed Proxies

To receive your unique username and password, please contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

Participating at the meeting

• 1 To participate in the meeting you will be 2 required to enter the following 9 digit code 396-323-214 which is specific to the MyState AGM.

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• To proceed into the meeting, you will need to read and accept the Terms & Conditions.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information. Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

• 3 To register as a securityholder , select 'Securityholder or Proxy' and enter your SRN or HIN and Postcode or Country Code.

• 4 To register as a proxyholder , select 'Securityholder or Proxy' and you will need your username and password as provided by Computershare. In the ‘SRN or HIN’ field enter your username and in the ‘Postcode or Country Code’ field enter your password.

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• 5 To register as a guest and enter your name and email address., select 'Guest'

• 6 Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

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123-456-789
Limited 2020 Annual 2020 Annual General
General MeetingMeeting
Mr Sam SampleMr Sam Sample
Welcome
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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll. Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

• 7 To view the webcast you must tap the broadcast arrow on your screen and press the play button. Toggle between the up and down arrow to switch between screens.

• 8 To ask a question tap on the question icon , type your question in the chat box at the bottom of the screen and select the send icon. Confirmation that your message has been received will appear.

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123-456-789
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123-456-789
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• 9 When the Chair declares the poll open: > A voting icon will appear on screen and the meeting resolutions will be displayed

• To vote, tap one of the voting options. Your response will be highlighted

• To change your vote, simply press a different option to override

The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.

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123-456-789
You have voted on 3 out of 5 items
Re-election of Director -
Miles Hampton
For
Re-election of Director -
Andrea Waters
For
Remuneration Report
For
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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

For Assistance

If you require assistance before or during the meeting please call +61 3 9415 4024

COUNTRY CODES

Select your country code from the list below and enter it into the ‘Postcode or Country Code’ field.

ABW	ARUBA	DEUGERMANY	KHM	CAMBODIA	PRKKOREA DEM PEOPLES	TJKTAJIKISTAN
AFG	AFGHANISTAN	DJIDJIBOUTI	KIR	KIRIBATI	REPUBLIC OF	TKLTOKELAU
AGO	ANGOLA	DMADOMINICA	KNA	ST KITTS AND NEVIS	PRTPORTUGAL	TKMTURKMENISTAN
AIA	ANGUILLA	DNKDENMARK	KOR	KOREA REPUBLIC OF	PRYPARAGUAY	TLSEAST TIMOR
ALA	ALAND ISLANDS	DOMDOMINICAN REPUBLIC	KWT	KUWAIT	PSEPALESTINIAN TERRITORY	DEMOCRATIC REP OF
ALB	ALBANIA	DZAALGERIA	LAO	LAO PDR	OCCUPIED	TMPEAST TIMOR
AND	ANDORRA	ECUECUADOR	LBN	LEBANON	PYFFRENCH POLYNESIA	TONTONGA
ANT	NETHERLANDS ANTILLES	EGYEGYPT	LBR	LIBERIA	QATQATARPL NEPAL	TTOTRINIDAD & TOBAGO
ARE	UNITED ARAB EMIRATES	ERIERITREA	LBY	LIBYAN ARAB	NRUNAURU	TKMTURKMENISTAN
ARG	ARGENTINA	ESHWESTERN SAHARA		JAMAHIRIYA	NZLNEW ZEALAND	TLSEAST TIMOR
ARM	ARMENIA	ESPSPAIN	LCA	ST LUCIA	OMNOMAN	DEMOCRATIC REP OF
ASM	AMERICAN SAMOA	ESTESTONIA	LIE	LIECHTENSTEIN	PAKPAKISTAN	TMPEAST TIMOR
ATA	ANTARCTICA	ETHETHIOPIA	LKA	SRI LANKA	PANPANAMA	TONTONGA
ATF	FRENCH SOUTHERN	FINFINLAND	LSO	LESOTHO	PCNPITCAIRN ISLANDS	TTOTRINIDAD & TOBAGO
	TERRITORIES	FJIFIJI	LTU	LITHUANIA	PERPERU	TZATANZANIA UNITED
ATG	ANTIGUA AND BARBUDA	FLKFALKLAND ISLANDS	LUX	LUXEMBOURG	PHLPHILIPPINES	REPUBLIC OF
AUS	AUSTRALIA	(MALVINAS)	LVA	LATVIA	PLWPALAU	UGAUGANDA
AUT	AUSTRIA	FRAFRANCE	MAC	MACAO	PNGPAPUA NEW GUINEA	UKRUKRAINE
AZE	AZERBAIJAN	FROFAROE ISLANDS	MAF	ST MARTIN	POLPOLAND	UMIUNITED STATES MINOR
BDI	BURUNDI	FSMMICRONESIA	MAR	MOROCCO	PRIPUERTO RICO	OUTLYING
BEL	BELGIUM	GABGABON	MCO	MONACO	PRKKOREA DEM PEOPLES	URYURUGUAY
BEN	BENIN	GBRUNITED KINGDOM	MDA	MOLDOVA REPUBLIC OF	REPUBLIC OF	USAUNITED STATES OF
BFA	BURKINA FASO	GEOGEORGIA	MDG	MADAGASCAR	PRTPORTUGAL	AMERICA
BGD	BANGLADESH	GGYGUERNSEY	MDV	MALDIVES	PRYPARAGUAY	UZBUZBEKISTAN
BGR	BULGARIA	GHAGHANA	MEX	MEXICO	PSEPALESTINIAN TERRITORY	VATHOLY SEE (VATICAN CITY
BHR	BAHRAIN	GIBGIBRALTAR	MHL	MARSHALL ISLANDS	OCCUPIED	STATE)
BHS	BAHAMAS	GINGUINEA	MKD	MACEDONIA FORMER	PYFFRENCH POLYNESIA	VCTST VINCENT & THE
BIH	BOSNIA & HERZEGOVINA	GLPGUADELOUPE		YUGOSLAV REP	QATQATAR	GRENADINES
BLM	ST BARTHELEMY	GMBGAMBIA	MLI	MALI	REUREUNION	VENVENEZUELA
BLR	BELARUS	GNBGUINEA-BISSAU	MLT	MALTA	ROUROMANIA	VGBBRITISH VIRGIN ISLANDS
BLZ	BELIZE	GNQEQUATORIAL GUINEA	MMR	MYANMAR	RUSRUSSIAN FEDERATION	VIRUS VIRGIN ISLANDS
BMU	BERMUDA	GRCGREECE	MNE	MONTENEGRO	RWARWANDA	VNMVIETNAM
BOL	BOLIVIA	GRDGRENADA	MNG	MONGOLIA	SAUSAUDI ARABIA KINGDOM	VUTVANUATU
BRA	BRAZIL	GRLGREENLAND	MNP	NORTHERN MARIANA	OF	WLFWALLIS AND FUTUNA
BRB	BARBADOS	GTMGUATEMALA		ISLANDS	SCGSERBIA AND	WSMSAMOA
BRN	BRUNEI DARUSSALAM	GUFFRENCH GUIANA	MOZ	MOZAMBIQUE	MONTENEGRO	YEMYEMEN
BTN	BHUTAN	GUMGUAM	MRT	MAURITANIA	SDNSUDAN	YMDYEMEN
BUR	BURMA	GUYGUYANA	MSR	MONTSERRAT	SENSENEGAL	DEMOCRATIC
BVT	BOUVET ISLAND	HKGHONG KONG	MTQ	MARTINIQUE	SGPSINGAPORE	YUGYUGOSLAVIA SOCIALIST
BWA	BOTSWANA	HMDHEARD AND MCDONALD	MUS	MAURITIUS	SGSSTH GEORGIA & STH	FED REP
BLR	BELARUS	ISLANDS	MWI	MALAWI	SANDWICH ISL	ZAFSOUTH AFRICA
CAF	CENTRAL AFRICAN	HNDHONDURAS	MYS	MALAYSIA	SHNST HELENA	ZARZAIRE
	REPUBLIC	HRVCROATIA	MYT	MAYOTTE	SJMSVALBARD & JAN MAYEN	ZMBZAMBIA
CAN	CANADA	HTIHAITI	NAM	NAMIBIA	SLBSOLOMON ISLANDS	ZWEZIMBABWE
CCK	COCOS (KEELING)	HUNHUNGARY	NCL	NEW CALEDONIA	SLESIERRA LEONE
	ISLANDS	IDNINDONESIA	NER	NIGER	SLVEL SALVADOR
CHE	SWITZERLAND	IMNISLE OF MAN	NFK	NORFOLK ISLAND	SMRSAN MARINO
CHL	CHILE	INDINDIA	NGA	NIGERIA	SOMSOMALIA
CHN	CHINA	IOTBRITISH INDIAN OCEAN	NIC	NICARAGUA	SPMST PIERRE AND
CIV	COTE D’IVOIRE	TERRITORY	NIU	NIUE	MIQUELON
CMR	CAMEROON	IRLIRELAND	NLD	NETHERLANDS	SRBSERBIA
COD	CONGO DEMOCRATIC	IRNIRAN ISLAMIC	NOR	NORWAY	STPSAO TOME AND
	REPUBLIC OF	REPUBLIC OF	PL	NEPAL	PRINCIPE
COG	CONGO PEOPLES	IRQIRAQ	NRU	NAURU	SURSURINAME
	REPUBLIC OF	ISLICELAND	NZL	NEW ZEALAND	SVKSLOVAKIA
COK	COOK ISLANDS COL	ISMBRITISH ISLES	OMN	OMAN	SVNSLOVENIA
	COLOMBIA	ISRISRAEL	PAK	PAKISTAN	SWESWEDEN
COM	COMOROS	ITAITALY	PAN	PANAMA	SWZSWAZILAND
CPV	CAPE VERDE	JAMJAMAICA	PCN	PITCAIRN ISLANDS	SYCSEYCHELLES
CRI	COSTA RICA	JEYJERSEY	PER	PERU	SYRSYRIAN ARAB REPUBLIC
CUB	CUBA	JORJORDAN	PHL	PHILIPPINES	TCATURKS AND CAICOS
CXR	CHRISTMAS ISLAND	JPNJAPAN	PLW	PALAU	ISLANDS
CYM	CAYMAN ISLANDS	KAZKAZAKHSTAN	PNG	PAPUA NEW GUINEA	TCDCHAD
CYP	CYPRUS	KENKENYA	POL	POLAND	TGOTOGO
CZE	CZECH REPUBLIC	KGZKYRGYZSTAN	PRI	PUERTO RICO	THATHAILAND

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