MYSTATE LIMITED - AGM Information 2021

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

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17 September 2021

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

MyState Limited – 2021 Notice of Annual General Meeting

Please find attached MyState Limited’s 2021 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 20 October 2021 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 2021

Table Of Contents
Chairman’s Letter	2
Notice of Annual General Meeting	3
Items of Business	3
Explanatory Memorandum	7
Sample Proxy Form	11
Online Meeting Guide	13

The 2021 Annual General Meeting of MyState Limited will be held on Wednesday, 20 October 2021 at 10:30 a.m. (Hobart time).

Chairman’s Letter

17 September 2021

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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, 20 October 2021 commencing at 10.30 a.m. (Hobart time).

Due to ongoing uncertainty of COVID-19 related restrictions, the Board has determined to hold a virtual meeting again this year rather than a physical meeting. This means shareholders will be unable to attend in person, however, they may participate virtually via an online platform. The online platform will enable shareholders to ask questions regarding the business of the meeting and vote.

Alternatively, shareholders can ask questions prior to the meeting by emailing [email protected] and vote prior to the meeting by lodging a proxy online.

In accordance with the Treasury Law Amendments (2021 Measure No. 1) Act 2021, 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, which can be accessed at www.edocumentview.com.au/MYS2021.

The Notice of AGM and accompanying documents following this letter 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 via the abovementioned website, you will need to appoint a proxy to vote on your behalf. You can appoint a proxy to vote on your behalf online via the abovementioned AGM website.

If you require a hard copy proxy form, please contact our share registry, 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 the abovementioned AGM website. You will then be prompted to enter the following meeting code: 351-636-476.

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 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 participate in the meeting via the online platform. If you have appointed a proxy to virtually attend 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, shareholders (and proxy holders) will be able to listen to a live webcast of the meeting, ask 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

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 on Wednesday, 20 October 2021 commencing at 10.30 a.m. (Hobart time). Shareholders or their proxy may participate in the AGM virtually via our online platform.

Further information on how to participate virtually or appoint a proxy 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 2021.

2. Election of Director – Stephen Davy (Resolution 1)

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

“ THAT Stephen Davy who retires from the office of Director in accordance with clause 61.2 of the Constitution and ASX Listing Rule 14.4, being eligible and offering himself for election, be elected as a Director of the Company.”

3. Re-election of Director – Warren Lee (Resolution 2)

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

“ THAT Warren Lee who retires from the office of Director by rotation in accordance with section 62 of the Constitution and ASX Listing Rule 14.4, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

4. Re-election of Director – Robert Gordon (Resolution 3)

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

“ THAT Robert Gordon who retires from the office of Director by rotation in accordance with section 62 of the Constitution and ASX Listing Rule 14.4, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

5. Remuneration Report (Resolution 4)

To consider and, if thought fit, 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 2021 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 4 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 specified on the proxy form how to vote;

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 4 and 5”.

Business

6. Authority to issue shares to the Managing Director and Chief Executive Officer under the Executive Long Term Incentive Plan (ELTIP) (Resolution 5)

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

“ THAT , for the purposes of ASX Listing Rule 10.14 and for all other purposes, in accordance with the 2018 ELTIP, the Company be authorised to issue, after 30 June 2023, up to 16,126 fully paid ordinary shares to or for the benefit of Managing Director and Chief Executive Officer (Mr Melos Sulicich), conditional on the Board being satisfied, as at that date, that no forfeiture event (including under BEAR or FAR) has occurred.”

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 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 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 fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary 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 beneficiary to the holder to vote in that way.

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, 18 October 2021. 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 2021 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 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.

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 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 identifies the Company’s key management personnel for the financial year ended 30 June 2021. 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.

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 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 4 and 5. This express authorisation acknowledges that the Chairman will vote your proxy in favour of Resolutions 4 and 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.

A sample Proxy Form accompanies this Notice for illustrative purposes, however, to appoint a proxy shareholders may:

Lodge by visiting Online www.edocumentview.com.au/MYS2021 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 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.

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, 6 October 2021. 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 [email protected]

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

By Order of the Board

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S Lukianenko Company Secretary 17 September 2021

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 sufficient 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, 20 October 2021 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 financial year ended 30 June 2021 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 financial statements and reports or on the management of the Company via the online platform. Also, an 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.

Election of Directors (Resolutions 1, 2 and 3)

Pursuant to clause 61.2 of the Constitution, Director Stephen Davy was appointed to a casual vacancy as an independent non-executive director of the Company on 1 July 2021 and as such may only hold office until the end of the next Annual General Meeting. Mr Davy, being eligible to do so, offers himself for election. Resolution 1 set out in the Notice of Meeting seeks shareholder approval to elect Mr Davy as non-executive director of the Company.

Pursuant to ASX Listing Rule 14.4 and section 62 of the Constitution, non-executive directors Warren Lee and Robert Gordon will retire at the Annual General Meeting and being eligible to do so, have offered themselves for re-election. Mr Lee was last elected in 2018 and Mr Gordon was last re-elected in 2019.

The Board considers that Messrs Davy, Lee and Gordon are each an independent non-executive director. To be successfully elected as a Director, each candidate must receive more votes ‘For’ than ‘Against’.

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

Candidate Details

Stephen Davy BSc (Hons)

Group Risk Committee member

Stephen was appointed as a non-executive Director in July 2021. He was formerly Chief Executive Officer and Director of Hydro Tasmania, a position he held from 2013 to 2020. Prior to that role he held senior executive roles at Hydro Tasmania, Eraring Energy, Societe General and Bankers Trust and started his banking career at Macquarie Bank. Stephen is also a Director at Shaw Contracting and at Volunteering Tasmania and has a senior role at UPC\AC Renewables Australia.

Warren Lee

BCom, CA

Group Digital and Marketing Committee (Chair)
Group Audit Committee member
Group Risk Committee member

Warren was appointed as a Non-Executive Director in October 2017. He has extensive experience in the international financial services industry, including 15 years at AXA in senior management positions within the company’s Australian and Asian businesses. Warren was previously the Chief Executive Officer of the Victorian Funds Management Corporation and Chief Executive Officer, Australia and New Zealand for AXA Asia Pacific Holdings Limited. He is currently a Non-Executive Director of Tower Limited, Go Hold Limited and MetLife Limited, and is a member of Chartered Accountants Australia and New Zealand.

Robert Gordon BSc, MIFA, MAICD, FAMI

Group Risk Committee (Chair)
Group Nominations and Corporate Governance Committee member
Group Digital and Marketing Committee member

Robert has been a Non-Executive Director since February 2009 and prior, a Director of MyState Bank Limited, (previously connectfinancial), from July 1998. He is the current President of the Institute of Foresters of Australia (IFA) and Football Federation Tasmania and Chair of the Supported Affordable Accommodation Trust.

He is the former Managing Director of Forestry Tasmania and has previously served on the Board of a number of companies in the tourism, research and development, construction and infrastructure industries.

Resolution Recommendations

The Board (excluding, in respect of each resolution, the retiring Director) unanimously recommends that shareholders vote in favour of Resolutions 1, 2 and 3.

Explanatory Memorandum

Remuneration Report (Resolution 4)

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is included in the Directors’ Report contained in the 2021 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 Officer ( MD & CEO ) and specified 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.

An 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 4.

Authorisation to issue shares to the Managing Director and Chief Executive Officer under the Executive Long Term Incentive Plan (ELTIP) (Resolution 5)

The 2018 ELTIP Offer to the Managing Director and Chief Executive Officer (Mr Melos Sulicich) was approved by shareholders at the 2018 AGM. The 2018 ELTIP Offer included the issue of up to 64,375 fully paid ordinary shares at a volume weighted average price of the Company’s shares of $4.85 calculated on the 20 trading days beginning 2 July 2018. The issue of any shares under the 2018 ELTIP Offer to the benefit of Mr Sulicich was subject to formal assessment of the company’s performance over the three year period (the ‘performance period’) to 30 June 2021. The Company has now completed the formal assessment under the 2018 ELTIP.

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. 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 5 seeks shareholder approval for the Issue under and for the purposes of ASX Listing Rule 10.14.

If Resolution 5 is not passed, MyState will not be able to proceed with the Issue.

If Resolution 5 is passed MyState will issue up to 16,126 fully paid ordinary shares to Mr Sulicich after 30 June 2023, conditional on the Board being satisfied, as at that date, that no forfeiture event (including under BEAR or FAR) has occurred.

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.

The Company now seeks approval from shareholders to issue, after 30 June 2023, up to 16,126 fully paid ordinary shares under the 2018 ELTIP Offer ( Issue ) to or for the benefit of Mr Sulicich, conditional on the Board being satisfied, as at that date, that no forfeiture event (including under BEAR or FAR) has occurred.

Mr Sulicich’ s retirement, announced to the ASX on 9 August 2021, does affect any potential entitlement under the 2018 ELTIP. The Company has not issued any other shares under the 2018 ELTIP.

Explanatory Memorandum

Further Information in respect of Resolutions 5

Resolution 5 is 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 MD & CEO

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 financial and operational performance. The remuneration of the MD & CEO may comprise one or more of the following:

Total fixed reward (inclusive of superannuation and salary sacrifice) ( TFR );
Cash based short term incentive ( STI ); and
Equity based long term incentives ( ELTIP ).

i. Total Fixed Reward

The MD & CEO’s TFR, currently $625,000, is paid by way of cash salary, superannuation and salary sacrificed other benefits 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.

iii. ELTIP

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

The maximum value of any ELTIP offer to the MD & CEO is 70% of TFR 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 30 June in the year in which the offer is made.

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 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 specified by the Board are satisfied. Allocation of shares to the MD & CEO may be deferred by the Company as required by the BEAR and the ELTIP rules.

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 60% 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 satisfied 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.

Explanatory Memorandum

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

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MD & CEO ELTIP Offers to be assessed 2019 ELTIP 2020 ELTIP
Date of offer (“Grant” date) 28 October 2019 16 November 2020
Performance period 1 July 2019 – 30 June 2022 1 July 2020 – 30 June 2023
Maximum number of shares that may be allocated 68,071 77,351
under the offer
Value of the offer $312,500 $312,500
Share price used in the calculations of the offer $4.59 $4.04
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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 Issued VWAP Price
2017 ELTIP 16,822 $4.90
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 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 5 recommendation

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

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ONLINE MEETING GUIDE

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MEETING ID: 351-636-476

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, Edge or Firefox. Please ensure your browser is compatible. The Notice of Meeting and other AGM material can be accessed at www.edocumentview.com.au/MYS2021.

TO LOG IN, YOU MUST HAVE THE FOLLOWING INFORMATION:

Australian Residents

Username (SRN or HIN) and
Password (postcode of your 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 .

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.

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

PARTICIPATING AT THE MEETING

1 To participate in the meeting, you will be required to enter the following 9 digit code 351-636-476 which is specifi c to the MyState AGM.

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

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Enter Meeting ID
Join
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Meeting Terms and Conditions Terms and conditions must be read and accepted prior to proceeding to the meeting. To view the full terms and conditions please click the following link.

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Terms and Conditions
I agree to all of the above
terms and conditions
DECLINE ACCEPT
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Select the relevant log in option to represent yourself in the meeting. 3 Note that only Securityholders and Proxies can vote and ask questions in the meeting.

To register as a securityholder, OR select ‘Securityholder or Proxy’ and enter your SRN or HIN and Postcode or Country Code.

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 351-636-476
Securityholder or Proxy
Guest
SRN or HIN
Postcode or Country Code
Login
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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’ fi eld enter your username and in the ‘Postcode or Country Code’ fi eld enter your password.

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 351-636-476
Securityholder or Proxy
Guest
SRN or HIN
Postcode or Country Code
Login
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OR To register as a guest, select ‘Guest’ and enter your name and email address.

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 351-636-476
Securityholder or Proxy
Guest
 351-636-476
Title
First Name
Last Name
Email
Enter
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4 Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

To view the webcast you must tap the broadcast arrow on your screen and press the play button. Click the arrow to switch between screens.

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351-636-476
MyState Limited 2021
Annual General Mee� ng
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Mr Sam Sample Welcome Securityholders and Guests

To View the Webcast

To view/listen to proceedings please select the ‘Broadcast’ bar. This will display the webcast, please press play to start and ensure that your device isn’t muted. Asking Ques� ons Shareholders and proxies have the ability to ask ques� ons. Select the speech bubble icon to open the message module. Type your ques� on in to the box at the

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Broadcast
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351-636-476
Broadcast
Today’s Agenda
 Opening Remarks
 CEO Presenta� on
 Financial Update
 Q&A
 Resolu� ons
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6 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. Confi rmation that your message has been received will appear.

To ask a question verbally follow the instructions on the home page of the virtual meeting platform.

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351-636-476
Chair
Please send in your ques� ons or
comments
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Can you advise on revenue
projec� ons for the upcoming
year?
Broadcast
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When the Chair declares the poll open:

A voting icon will appear on screen and the meeting resolutions will be displayed
To vote, select one of the voting options. Your response will be highlighted
To change your vote, simply select 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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351-636-476
You have voted on 2 of 5 items
Resolu� on 1
Elec� on of Director –
Stephen Davy
For - Vote received
For Against Abstain
CANCEL
Resolu� on 2
Re-elec� on of Director –
Warren Lee
For - Vote received
For Against Abstain
CANCEL
Broadcast
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Icon descriptions

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

Broadcast 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 password fi eld.

ABW ARUBA ECU ECUADOR AFG AFGHANISTAN EGY EGYPT AGO ANGOLA ERI ERITREA AIA ANGUILLA ESH WESTERN SAHARA ALA ALAND ISLANDS ESP SPAIN ALB ALBANIA EST ESTONIA AND ANDORRA ETH ETHIOPIA ANT NETHERLANDS ANTILLES FIN FINLAND ARE UNITED ARAB EMIRATES FJI FIJI ARG ARGENTINA FLK FALKLAND ISLANDS ARM ARMENIA (MALVINAS) ASM AMERICAN SAMOA FRA FRANCE ATA ANTARCTICA FRO FAROE ISLANDS ATF FRENCH SOUTHERN FSM MICRONESIA TERRITORIES GAB GABON ATG ANTIGUA AND BARBUDA GBR UNITED KINGDOM AUS AUSTRALIA GEO GEORGIA AUT AUSTRIA GGY GUERNSEY AZE AZERBAIJAN GHA GHANA BDI BURUNDI GIB GIBRALTAR BEL BELGIUM GIN GUINEA BEN BENIN GLP GUADELOUPE BFA BURKINA FASO GMB GAMBIA BGD BANGLADESH GNB GUINEA-BISSAU BGR BULGARIA GNQ EQUATORIAL GUINEA BHR BAHRAIN GRC GREECE BHS BAHAMAS GRD GRENADA BIH BOSNIA & HERZEGOVINA GRL GREENLAND BLM ST BARTHELEMY GTM GUATEMALA BLR BELARUS GUF FRENCH GUIANA BLZ BELIZE GUM GUAM BMU BERMUDA GUY GUYANA BOL BOLIVIA HKG HONG KONG BRA BRAZIL HMD HEARD AND BRB BARBADOS MCDONALD ISLANDS BRN BRUNEI DARUSSALAM HND HONDURAS BTN BHUTAN HRV CROATIA BUR BURMA HTI HAITI BVT BOUVET ISLAND HUN HUNGARY BWA BOTSWANA IDN INDONESIA CAF CENTRAL AFRICAN IMN ISLE OF MAN REPUBLIC IND INDIA CAN CANADA IOT BRITISH INDIAN OCEAN CCK COCOS (KEELING) TERRITORY ISLANDS IRL IRELAND CHE SWITZERLAND IRN IRAN ISLAMIC CHL CHILE REPUBLIC OF CHN CHINA IRQ IRAQ CIV COTE D’IVOIRE ISL ICELAND CMR CAMEROON ISM BRITISH ISLES COD CONGO DEMOCRATIC ISR ISRAEL REPUBLIC OF ITA ITALY COG CONGO PEOPLES JAM JAMAICA REPUBLIC OF JEY JERSEY COK COOK ISLANDS JOR JORDAN COL COLOMBIA JPN JAPAN COM COMOROS KAZ KAZAKHSTAN CPV CAPE VERDE KEN KENYA CRI COSTA RICA KGZ KYRGYZSTAN CUB CUBA KHM CAMBODIA CXR CHRISTMAS ISLAND KIR KIRIBATI CYM CAYMAN ISLANDS KNA ST KITTS AND NEVIS CYP CYPRUS KOR KOREA REPUBLIC OF CZE CZECH REPUBLIC KWT KUWAIT DEU GERMANY LAO LAO PDR DJI DJIBOUTI LBN LEBANON DMA DOMINICA LBR LIBERIA DNK DENMARK LBY LIBYAN ARAB DOM DOMINICAN REPUBLIC JAMAHIRIYA DZA ALGERIA LCA ST LUCIA

LIE LIECHTENSTEIN SDN SUDAN LKA SRI LANKA SEN SENEGAL LSO LESOTHO SGP SINGAPORE LTU LITHUANIA SGS STH GEORGIA & LUX LUXEMBOURG STH SANDWICH ISL LVA LATVIA SHN ST HELENA MAC MACAO SJM SVALBARD & JAN MAYEN MAF ST MARTIN SLB SOLOMON ISLANDS MAR MOROCCO SLE SIERRA LEONE MCO MONACO SLV EL SALVADOR MDA MOLDOVA REPUBLIC OF SMR SAN MARINO MDG MADAGASCAR SOM SOMALIA MDV MALDIVES SPM ST PIERRE AND MEX MEXICO MIQUELON MHL MARSHALL ISLANDS SRB SERBIA MKD MACEDONIA FORMER STP SAO TOME AND YUGOSLAV REP PRINCIPE MLI MALI SUR SURINAME MLT MALTA SVK SLOVAKIA MMR MYANMAR SVN SLOVENIA MNE MONTENEGRO SWE SWEDEN MNG MONGOLIA SWZ SWAZILAND MNP NORTHERN MARIANA SYC SEYCHELLES ISLANDS SYR SYRIAN ARAB REPUBLIC MOZ MOZAMBIQUE TCA TURKS AND MRT MAURITANIA CAICOS ISLANDS MSR MONTSERRAT TCD CHAD MTQ MARTINIQUE TGO TOGO MUS MAURITIUS THA THAILAND MWI MALAWI TJK TAJIKISTAN MYS MALAYSIA TKL TOKELAU MYT MAYOTTE TKM TURKMENISTAN NAM NAMIBIA TLS EAST TIMOR NCL NEW CALEDONIA DEMOCRATIC REP OF NER NIGER TMP EAST TIMOR NFK NORFOLK ISLAND TON TONGA NGA NIGERIA TTO TRINIDAD & TOBAGO NIC NICARAGUA TUN TUNISIA NIU NIUE TUR TURKEY NLD NETHERLANDS TUV TUVALU NOR NORWAY TWN TAIWAN NPL NEPAL TZA TANZANIA UNITED NRU NAURU REPUBLIC OF NZL NEW ZEALAND UGA UGANDA OMN OMAN UKR UKRAINE PAK PAKISTAN UMI UNITED STATES MINOR PAN PANAMA OUTLYING PCN PITCAIRN ISLANDS URY URUGUAY PER PERU USA UNITED STATES OF PHL PHILIPPINES AMERICA PLW PALAU UZB UZBEKISTAN PNG PAPUA NEW GUINEA VAT HOLY SEE POL POLAND (VATICAN CITY STATE) PRI PUERTO RICO VCT ST VINCENT & THE GRENADINES PRK KOREA DEM PEOPLES REPUBLIC OF VEN VENEZUELA PRT PORTUGAL VGB BRITISH VIRGIN ISLANDS PRY PARAGUAY VIR US VIRGIN ISLANDS PSE PALESTINIAN TERRITORY VNM VIETNAM OCCUPIED VUT VANUATU PYF FRENCH POLYNESIA WLF WALLIS AND FUTUNA QAT QATAR WSM SAMOA REU REUNION YEM YEMEN ROU ROMANIA YMD YEMEN DEMOCRATIC RUS RUSSIAN FEDERATION YUG YUGOSLAVIA SOCIALIST RWA RWANDA FED REP SAU SAUDI ARABIA KINGDOM ZAF SOUTH AFRICA OF ZAR ZAIRE SCG SERBIA AND ZMB ZAMBIA MONTENEGRO ZWE ZIMBABWE

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

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AI assistant

MYSTATE LIMITED — AGM Information 2021

65395_rns_2021-09-16_ce4a55fb-29a1-41fe-8d5a-9db1e5a9c81a.pdf

MyState Limited – 2021 Notice of Annual General Meeting

Yours faithfully,

About MyState Limited

Notice of Annual General Meeting 2021

Table Of Contents

Dear Shareholder,

Voting before the AGM

Participating in the AGM

Notice of Annual General Meeting

Business

1. Financial Statements and Reports

2. Election of Director – Stephen Davy (Resolution 1)

3. Re-election of Director – Warren Lee (Resolution 2)

4. Re-election of Director – Robert Gordon (Resolution 3)

5. Remuneration Report (Resolution 4)

Voting Exclusion

6. Authority to issue shares to the Managing Director and Chief Executive Officer under the Executive Long Term Incentive Plan (ELTIP) (Resolution 5)

Voting Exclusion

Explanatory memorandum

Entitlement to Vote

Resolutions to be determined by Poll

Voting by Proxy

Business

Important information concerning proxy votes for Resolutions 4 and 5

Lodging a Proxy

Voting By Attorney

Corporate Representatives

Scrutineer

Business

Questions from Shareholders

By Order of the Board

Introduction

Financial Statements and Reports

Election of Directors (Resolutions 1, 2 and 3)

Candidate Details

Stephen Davy BSc (Hons)

Warren Lee

BCom, CA

Robert Gordon BSc, MIFA, MAICD, FAMI

Resolution Recommendations

Remuneration Report (Resolution 4)

Resolution Recommendation

Authorisation to issue shares to the Managing Director and Chief Executive Officer under the Executive Long Term Incentive Plan (ELTIP) (Resolution 5)

Further Information in respect of Resolutions 5

Basis of Employment of the MD & CEO

i. Total Fixed Reward

iii. ELTIP

ii. Cash based short term incentive

Explanatory Memorandum

Resolutions 5 recommendation

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ONLINE MEETING GUIDE

MEETING ID: 351-636-476

GETTING STARTED

TO LOG IN, YOU MUST HAVE THE FOLLOWING INFORMATION:

Australian Residents

Overseas Residents

Appointed Proxies

PARTICIPATING AT THE MEETING

To View the Webcast

Icon descriptions

MYSTATE LIMITED AGM Information 2021

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