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PACIFIC CURRENT GROUP LIMITED AGM Information 2023

Oct 10, 2023

65526_rns_2023-10-10_db745d1e-3dc0-413f-9065-d5aaed9ba714.pdf

AGM Information

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ASX ANNOUNCEMENT

11 October 2023

2023 Annual General Meeting

Pacific Current Group Limited ( ASX:PAC ), provides the following documents in relation to PAC’s 2023 Annual General Meeting, to be held on Thursday, 16 November 2023 at 10.00am (AEDT):

  • Notice of Meeting;

  • Proxy Form; and

  • Shareholder Question Form.

AUTHORISED FOR LODGEMENT BY: Tony Robinson Chair

-ENDS-

For Investor & Media enquiries contact:

  • Paul Greenwood - Managing Director & CEO and CIO

  • E: [email protected]

  • T: (+1) 253 617 7815

ABOUT PACIFIC CURRENT GROUP

Pacific Current Group Limited is a multi-boutique asset management firm dedicated to providing exceptional value to shareholders, investors, and partners. We apply our strategic resources, including capital, institutional distribution capabilities and operational expertise to help our partners excel. As of 18 October 2022, Pacific Current Group has investments in 16 boutique asset managers globally.

Pacific Current Group Limited (ABN 39 006 708 792) Suite 3, Level 3, 257 Collins Street, Melbourne, VIC 3000 Australia www.paccurrent.com // +61 3 8375 9611

PACIFIC CURRENT GROUP LIMITED

Notice of 2023 Annual General Meeting

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Pacific Current Group Limited Notice of 2023 Annual General Meeting

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Dear Shareholder,

On behalf of the Board of Pacific Current Group Limited ( Pacific Current ), I am pleased to invite you to attend the 2023 Annual General Meeting ( AGM ) of Pacific Current. The Notice of Meeting (including Explanatory Memorandum) and Proxy Form set out the business of the AGM and provide details of how you may participate.

Pacific Current’s 2023 AGM will be held on Thursday 16 November 2023 commencing at 10.00am (AEDT ) at the Executive Room, The Westin, 205 Collins Street, Melbourne, Victoria, 3000.

The Notice of Meeting, Proxy Form, and Shareholder Question Form ( AGM Documents ) are available on the Pacific Current website at https://paccurrent.com/shareholders/document-library/annual- general meeting/. Only Shareholders who have elected to receive a hard copy of the AGM Documents will be mailed a physical copy of these documents. If you have not elected to receive a hard copy of the AGM Documents, and you wish to do so, please contact Pacific Current’s share registry, Computershare on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

If you are unable to attend the AGM, you may appoint a proxy to attend and vote on your behalf via www.investorvote.com.au or by following the instructions on the Proxy Form. Proxy appointments must be received by 10.00am (AEDT) on Tuesday, 14 November 2023 . I encourage you to read the Notice of Meeting (including the Explanatory Memorandum) and the Proxy Form and consider directing your proxy on how to vote on each resolution.

Paul Greenwood, Pacific Current’s Managing Director, Chief Executive Officer and Chief Investment Officer, and I will comment briefly on the performance of Pacific Current during the year ended 30 June 2023 at the meeting. For further information please also refer to the 2023 Annual Report, which is available on Pacific Current’s website.

Subject to the abstentions noted in the Explanatory Memorandum, the Directors of Pacific Current unanimously recommend that Shareholders vote in favour of all resolutions.

Thank you for your continued support of Pacific Current and I look forward to your attendance at the 2023 AGM.

Yours sincerely,

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Tony Robinson Chairman

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2023 ANNUAL GENERAL MEETING

Notice is hereby given that the 2023 Annual General Meeting ( AGM or Meeting ) of Pacific Current Group Limited ACN 006 708 792 ( Pacific Current or Company ) will be held on:

Date: Thursday, 16 November 2023 Time: 10:00am AEDT Venue: Executive Room, The Westin 205 Collins Street Melbourne VIC 3000 Webcast: An audio webcast of the AGM will be available at: https://ccmediaframe.com/?id=l5e 8RAPr for Shareholders to listen to the proceedings and view the presentation. NOTE: Shareholders who listen to the proceedings and view the presentation online will not be able to vote or ask questions online via the webcast during the meeting .

The Explanatory Memorandum provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

ITEMS OF BUSINESS

1. CONSIDERATION OF REPORTS

The first item of business is to receive and consider the Financial Report, the Directors’ Report and the Independent Auditor’s Report of the Company for the financial year ended 30 June 2023.

All Shareholders can view the Company’s Annual Report, which contains the Financial Report, the Directors’ Report and the Independent Auditor’s Report of the Company for the year ended 30 June 2023 on the Company’s website at:

  • https://paccurrent.com/shareholders/document library/annual-report/.

Shareholders are not required to vote on this item.

2. REMUNERATION REPORT

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, pass the following non-binding Ordinary Resolution:

That the Remuneration Report for the year ended 30 June 2023 be adopted.”

The Remuneration Report is contained in the 2023 Annual Report (available on the Company’s website). Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) ( Act ), the vote on this resolution is advisory only and does not bind the Directors or the Company.

3. RE-ELECTION OF DIRECTORS RESOLUTION 2 - RE-ELECTION OF ANTONY (TONY) ROBINSON

To consider and, if thought fit, pass the following Ordinary Resolution:

“That Antony (Tony) Robinson, who retires in accordance with rule 7.1(g)(1) of the Constitution and being eligible for election, is re-elected as a Director of the Company.”

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2023 ANNUAL GENERAL MEETING

4. INCREASE IN NON-EXECUTIVE DIRECTOR’S REMUNERATION POOL

RESOLUTION 3 – INCREASE IN NON-EXECUTIVE DIRECTORS’ REMUNERATION POOL

To consider and, if considered appropriate, pass the following Ordinary Resolution:

To approve, in accordance with ASX Listing Rule 10.17 and article 7.3(b) of the Company’s Constitution, the increase in total aggregate maximum annual remuneration payable to Non-Executive Directors of the Company by way of Directors’ fees from $750,000 per annum to a maximum of $1,000,000 per annum.”

BY ORDER OF THE BOARD

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Clare Craven Company Secretary 11 October 2023

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2023 ANNUAL GENERAL MEETING

IMPORTANT VOTING INFORMATION

VOTING EXCLUSIONS

Voting exclusions for Resolution 1 - Remuneration Report

In accordance with sections 250R(4) and (5) of the Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of, the following persons:

  • a) a member of Pacific Current’s Key Management Personnel ( KMP ) whose remuneration details are included in the 2023 Remuneration Report; or

  • b) a closely related party of such a KMP.

However, a person described above may cast a vote on Resolution 1 as a proxy, if the vote is not cast on behalf of a person described above and either:

  • a) the proxy appointment is in writing and specifies the way the proxy is to vote on the resolution; or

  • b) the vote is cast by the Chair of the AGM and the appointment of the Chair as proxy:

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

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

Additionally, in accordance with section 250BD of the Act, a vote must not be cast on Resolution 1 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of a KMP member, unless it is cast as proxy for a person entitled to vote in accordance with the person’s directions. This restriction on voting undirected proxies does not apply to the Chair of the Meeting where the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of a member of the KMP.

KMP has the meaning as set out in the Act and refers to Directors of Pacific Current and those persons having authority and responsibility for planning, directing, and controlling the activities of Pacific Current, directly or indirectly. Closely related party of a member of the KMP has the meaning set out in the Act and includes close family members of the KMP member and companies the KMP member controls.

Voting exclusion for Resolution 3 – Increase in Non-Executive Director’s Remuneration Pool

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any Director of the Company or any of their respective Associates.

However, this does not apply to a vote cast in favour of Resolution 3 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with the directions given to the proxy or attorney to vote on resolution 3 in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair of the Meeting to vote on Resolution 3 as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:

  • 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 Item; and

  • the holder votes on the Item in accordance with the directions given by the beneficiary to the holder to vote in that way.

In addition, in accordance with section 250D of the Act, a vote must not be cast on Resolution 3 by any person who is a KMP member at the time this item is voted on at the AGM, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on Resolution 3. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on Resolution 3 because the Company’s proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the Resolution is connected, directly or indirectly, with the remuneration of the KMP.

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2023 ANNUAL GENERAL MEETING

The Company will apply the above voting exclusions to persons appointed as an attorney by a Shareholder to participate and vote at the AGM under a power of attorney, as if they were appointed as a proxy.

A vote cast in contravention of the above restrictions will not be counted.

ENTITLEMENT TO ATTEND AND VOTE

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of Pacific Current shares as at 7:00pm AEDT on Tuesday, 14 November 2023 will be entitled to attend and vote at the AGM as a Shareholder.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy, by attorney, or by representative) and tenders a vote, the vote of the holder named first in the register is accepted to the exclusion of any other.

Appointment of Proxy

If you are a Shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Act to exercise its powers as proxy at the AGM.

A proxy need not be a Shareholder of Pacific Current.

A Shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the Shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the Shareholder’s votes.

To be effective, the proxy must be received at Pacific Current’s Share Registry no later than 10:00am AEDT on Tuesday, 14 November 2023 (48 hours before AGM) . Proxies must be received before that time by one of the following methods:

Online:

Lodge your vote online:

www.investorvote.com.au

By mail:

Pacific Current Group Limited c/o - Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

By facsimile: 1800 783 447 (within Australia) +61 3 9473 2555 (from outside Australia)

By delivery in person:

Computershare Investor Services Pty Limited 452 Johnston Street Abbotsford Victoria 3067

* during business hours Monday to Friday (9:00am to 5:00pm) and subject to public health orders and restrictions.

To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

Proxy forms are also available to download on Pacific Current’s website at: - https://paccurrent.com/shareholders/document - - library/annual general meeting/

Proxies signed under Power of Attorney

If a proxy form is signed under a power of attorney, then both the proxy form and the original power of attorney under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by Pacific Current’s Share Registry no later than 10:00am AEDT on Tuesday, 14 November 2023 , being 48 hours before the AGM.

IMPORTANT: If you appoint the Chair of the Meeting as your proxy, or the Chair becomes your proxy by default, and you do not direct your proxy how to vote on Resolutions 1 and 3, then by submitting the proxy form you will be expressly authorising the Chair of the AGM to exercise your proxy on the relevant resolution, even though the resolution is connected, directly or indirectly, with the remuneration of the KMP.

The Chair of the AGM intends to vote all undirected proxies in favour of each resolution.

For Intermediary Online subscribers only (custodians):

www.intermediaryonline.com

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2023 ANNUAL GENERAL MEETING

Voting at the Meeting

Each of the proposed resolutions at this Meeting will be conducted by a poll, rather than on a show of hands.

Corporate Representatives

A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Act. The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the company’s representative.

A Certificate of Appointment of Corporate Representative form may be obtained from Pacific Current’s Share Registry or online at www.investorcentre.com/au and select “Printable Forms”.

ACCESS TO DOCUMENTS

The following documents are available on Pacific Current’s website at:

  • https://paccurrent.com/shareholders/document - - library/annual general meeting/

  • proxy form to be completed if you would like to be represented at the AGM by proxy. Shareholders are encouraged to use the online proxy lodgement facility that can be accessed on Pacific Current’s share registry’s website www.investorvote.com.au to ensure the timely and cost-effective receipt of your proxy; and

  • question form to be completed if you would like a specific question to be addressed by the Chair or the Company’s External Auditor, Ernst & Young ( Auditor ) at the AGM.

ASKING A QUESTION IN ADVANCE OF THE MEETING

Shareholders who are unable to attend the Meeting or who would prefer to register their questions in advance are welcome to do so at www.investorvote.com.au

Alternatively, Shareholders can submit a Shareholder Question Form, which is available on Pacific Current’s website at:

  • https://paccurrent.com/shareholders/document - - library/annual general meeting/.

Written questions must be received by the Company or Computershare by 5.00pm (AEDT) on Thursday, 9 November 2023 , and can be submitted online at www.investorvote.com.au, by mail, by fax or in person (as set out on the top of the Shareholder Question Form). Please note that individual responses will not be sent to Shareholders.

Shareholders will also have a reasonable opportunity to ask questions during the meeting, including to ask questions of the Auditor.

CONDUCT OF MEETING

Pacific Current is committed to ensuring that its Shareholder meetings are conducted in a manner which provides those Shareholders (or their proxy holders) who attend the meeting with the opportunity to participate in the business of the meeting in an orderly fashion and to ask questions about and comment on matters relevant to the business of the meeting or about the Company generally. Pacific Current will not allow conduct at any Shareholder meeting which is discourteous to those who are present at the meeting, or which in any way disrupts or interferes with the proper conduct of the meeting. The Chair of the Meeting will exercise his powers as the Chair to ensure that the meeting is conducted in an orderly and timely fashion, in the interests of all attending shareholders.

PARTICIPATION IN THE AGM

There are two ways shareholders and interested parties can participate in the AGM:

  • Physical Meeting : Shareholders and visitors may attend the meeting in person at the venue as previously noted. Shareholders and Proxyholders can vote and ask questions during the meeting.

  • Online Audio Webcast : Shareholders and Proxyholders can listen to the proceedings live and view the presentation, but will not be able to ask questions or vote at the meeting via the audio webcast .

Please note that there may be a short thirty second broadcast delay when listening to the webcast.

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2023 ANNUAL GENERAL MEETING

To ensure that as many shareholders as possible have the opportunity to ask questions, shareholders are requested to observe the following guidelines:

  • all Shareholder questions should be stated clearly and should be relevant to the Business of the Meeting, including matters arising from the Financial Report, the Directors’ Report (including the Remuneration Report) and the Auditor’s Report, and general questions about the performance, business or management of the Company;

  • if a Shareholder has more than one question on an Item, all questions should be asked at the one time; and

  • Shareholders should not ask questions at the Meeting relating to any matters that are personal to the Shareholder.

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2023 ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum has been prepared for the information of shareholders of Pacific Current ( Shareholders ) in relation to the business to be conducted at the AGM to be held on Thursday, 16 November 2023, commencing at 10:00am AEDT.

This Explanatory Memorandum forms part of the Notice of Meeting, which should be read in its entirety. This Explanatory Memorandum contains the information, terms, and conditions on which the Resolutions will be voted.

Subject to the abstentions noted below, the Directors unanimously recommend Shareholders vote in favour of all Resolutions.

Resolution 1, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.

Resolutions 2 and 3 are ordinary resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution.

QUESTIONS AND COMMENTS

Following consideration of the Reports, the Chair of the Meeting will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the business of the meeting, the management of the Company, or about the Company generally.

The Company’s Auditor will attend the meeting and there will be a reasonable opportunity for Shareholders to ask the Auditor questions relevant to:

  • the conduct of the audit;

  • the preparation and content of the Independent Auditor’s Report;

  • the accounting policies adopted by Pacific Current in relation to the preparation of the financial statements; and

  • the independence of the Auditor.

The Chair of the Meeting will also give the Auditor a reasonable opportunity to answer written questions submitted by Shareholders relating to the content of the Independent Auditor’s Report or the conduct of the audit.

Shareholders should read the Notice of Meeting including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

1. CONSIDERATION OF REPORTS

In accordance with section 317(1) of the Act, the Financial Report, the Directors’ Report, and the Independent Auditor’s Report for the year ended 30 June 2023 (which are contained in the 2023 Annual Report), will be presented for consideration.

A printed copy of the 2023 Annual Report, or an email advising that the 2023 Annual Report is available on Pacific Current’s website at:

  • https://paccurrent.com/shareholders/document - library/annual report/

has been sent to those Shareholders who have requested these.

Neither the Act nor the Company’s Constitution requires Shareholders to vote on the Reports. However, during this item, Shareholders will be given an opportunity to ask questions about, and make comments on, Pacific Current’s Annual Report.

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2023 ANNUAL GENERAL MEETING

ITEMS FOR APPROVAL

2. REMUNERATION REPORT

RESOLUTION 1 - REMUNERATION REPORT

Section 250R(2) of the Act requires that Pacific Current put to a shareholder vote, a resolution that the Remuneration Report dealing with the remuneration of KMP of the Company ( Remuneration Report ) be adopted. The vote is advisory only and does not bind the Directors or Pacific Current, although Pacific Current takes the outcome of the vote into consideration in determining remuneration policy going forward.

The Remuneration Report is contained in the Directors’ Report set out at pages 21-35 of the 2023 Annual Report, which is available on Pacific Current’s website:

  • https://paccurrent.com/shareholders/document library/annual-report/.

The Remuneration Report:

  • explains Pacific Current’s executive remuneration framework and objectives, and the link between the remuneration of Executives and Pacific Current’s performance;

  • sets out remuneration details for each Director and for each executive with authority and responsibility for directing the affairs of the Company; and

  • makes clear that the basis for remunerating Non-Executive Directors is distinct from the basis for remunerating Executives, including Executive Directors.

The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

An Advisory Resolution that the Remuneration Report for the year ended 30 June 2023 is adopted will then be put to a Shareholder vote.

Directors’ Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Directors unanimously recommend Shareholders vote in favour of Resolution 1.

3. RE-ELECTION OF DIRECTOR

Mr Peter Kennedy, Non-executive Director will retire following the conclusion of the Annual General Meeting and will not stand for re-election. The Board acknowledges and thanks Peter for his dedication and valuable contribution to the success of Pacific Current over many years.

RESOLUTION 2 - RE-ELECTION OF ANTONY (TONY) ROBINSON

Mr Tony Robinson joined the Board on 28 August 2015 as a Non-executive Director. He became an Executive Director on 20 April 2016 before resuming as a Non-executive Director on 1 September 2018. Tony was appointed as Chair of Pacific Current on 1 October 2018.

In accordance with rule 7.1(g)(1) of the Constitution, Tony retires from office at the conclusion of the AGM and is eligible for re-election as a Director of the Company. If Shareholders do not approve Tony’s re-election, then he will cease to be a Director at the conclusion of the Meeting.

The Constitution and ASX Listing Rule 14.4 provide that a director must not hold office (without reelection) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.

Tony has significant expertise and experience across a number of industries, including banking, financial services, telecommunications, and transport. He is an experienced company director and Chief Executive Officer. He is currently Managing Director of PSC Insurance Group Limited (ASX:PSI) and Chair of River Capital Pty Ltd. He was a former director of Bendigo and Adelaide Bank Limited (ASX:BEN), Tasfoods Limited (ASX: TFL) and Longtable Group Ltd (formerly Primary Opinion Ltd). His previous executive roles include Managing Director of IOOF Ltd and OAMPS Limited. Tony holds a Bachelor of Commerce and a Master of Business Administration from the University of Melbourne.

The Board considered whether Tony had any interest, position or relationship that may interfere with his independence as a Director having regard to the relevant factors as set out in the ASX Corporate Governance Council Principles & Recommendations (4th edition). The Board considers that Tony (if re-elected), will not be an independent Director due to his position as nonexecutive director and Chair of River Capital Pty Ltd.

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2023 ANNUAL GENERAL MEETING

River Capital Pty Ltd increased its substantial holding in the Company and has also become an associate with Regal Partners Limited in relation to Regal’s non-binding indicative proposal to acquire the Company.

Tony is a member of the Audit and Risk Committee and the Remuneration, Nomination and Governance Committee. He has re-confirmed to Pacific Current that he will have sufficient time to fulfill his responsibilities as Director.

The Board supports the re-election of Tony Robinson as he contributes to the Board significant experience as set out above.

Directors’ Recommendation

For the reasons set out above, the Directors (with Tony Robinson abstaining) recommend you vote in favour of Resolution 2.

4. RESOLUTION 3 – INCREASE IN NON-EXECUTIVE DIRECTOR’S REMUNERATION POOL

Under Paragraph 7.3(b) of the Company’s constitution and ASX Listing Rule 10.17, the maximum aggregate amount payable as remuneration to Non-Executive Directors in any year must not exceed an amount determined by the Company at a general meeting. Under ASX Listing Rule 10.17, the Company must not increase the total aggregate amount of remuneration payable to all its Non-Executive Directors without the approval of Shareholders. The current Non-executive Director remuneration pool of $750,000 ( Remuneration Pool ) was approved by Shareholders at the 2020 Annual General Meeting.

Directors are seeking approval from Shareholders to increase the Remuneration Pool by $250,000 from $750,000 per annum to $1,000,000 per annum.

change in the role and responsibilities for Non-Executive Directors;

  • to remunerate Non-Executive Directors appropriately for the expectations placed on them by the Company and the regulatory environment in which it operates, and thereby attract and retain high calibre people; and

  • to allow for future changes in Board composition and remuneration structures and quantum to reflect market practice and benchmarking movements.

The Directors are satisfied that the proposed Remuneration Pool is commensurate with the fee pool applying to peer companies and that the proposed increase is reasonable and appropriate for the reasons set out above.

Details of remuneration paid to Non-executive Directors for the year ended 30 June 2023 are provided on page 26 of the Company’s 2023 Annual Report. If Shareholder approval is obtained, the increase of the Remuneration Pool will take effect on and from 1 July 2023. If Shareholder approval is not obtained, the Fee Pool will remain at $750,000 per annum.

No securities have been issued to any Non-Executive Director of the Company under ASX Listing Rules 10.11 or 10.14 at any time within the last three years.

Directors’ Recommendation

As Non-Executive Directors have an interest in Resolution 3, the Directors have not made a recommendation on this resolution .

The Board is seeking an increase to the Remuneration Pool for the following reasons:

  • the Board currently comprises five Non-Executive Directors and the Managing Director, reflecting the growth, scale and increasing complexity of the Company, as well as the increasing governance, legal and regulatory obligations on listed companies;

  • consistent with the increase in governance, legal and regulatory obligations on listed companies, there has been a concomitant

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2023 ANNUAL GENERAL MEETING

Registered Office :

Pacific Current Group Limited Suite 3, Level 3 257 Collins Street Melbourne VIC 3000

Telephone: +61 3 8375 9611

Email: [email protected]

Pacific Current Share Registry

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Telephone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Facsimile: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

Online:

For Intermediary Online subscribers only (custodians): www.intermediaryonline.com Lodge your vote online: www.investorvote.com.au

OFFICES

MELBOURNE

Suite 3, Level 3 257 Collins Street Melbourne VIC 3000 Ph: +61 3 8375 9611

DENVER

44 Cook St., Suite 420 Denver, CO 80206 Ph: +1 (303) 321-9900

TACOMA 909 A Street, Suite 810 Tacoma, WA 98402 Ph: +1 (253) 238 0417

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Pacific Current Group Limited ABN 39 006 708 792

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Tuesday, 14 November 2023.

Pacific Current Group Limited Annual General Meeting

Dear Shareholder,

The Pacific Current Group Limited Annual General Meeting will be held on Thursday, 16 November 2023 at 10:00am (AEDT) . You are encouraged to participate in the meeting as follows:

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ATTENDING THE MEETING

The meeting will be held as a physical meeting at the Executive Room, The Westin, 205 Collins Street Melbourne VIC 3000.

Webcast: An audio webcast of the AGM will be available to shareholders to listen to the proceedings and view the presentation.

NOTE: Shareholders who listen to the proceedings and view the presentation online will not be able to vote or ask questions online via the webcast during the meeting . The audio webcast can be accessed at: https:// ccmediaframe.com/?id=l5e8RAPr

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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

Meeting Materials are also available online at the Company's website,

https://paccurrent.com/shareholders/document-library/annual-general-meeting/

If you are unable to access the Meeting Materials online, please call Computershare should you require a hard copy. No hard copies of meeting documents will be mailed to Shareholders unless requested.

For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Tuesday, 14 November 2023.

Proxies may also be lodged by using any of the following methods:

  • returning a completed Proxy Form by post to: Computershare Investor Services, GPO Box 242, Melbourne Victoria 3001

  • faxing a completed Proxy Form to ‘1800 783 447’ (within Australia) ‘+613 9473 2555’ (outside Australia)

  • • delivery by hand to: Computershare Investor Services Pty Limited, 452 Johnston Street, Abbotsford Victoria 3067 during business hours Monday to Friday (9:00am to 5:00pm) and subject to public health orders and restrictions

  • for intermediary online subscribers only (custodians), submit your voting intentions via www.intermediaryonline.com

As a valued shareholder of the Company, we look forward to your participation in the Meeting.

Tony Robinson Chair Pacific Current Group Limited

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Pacific Current Group Limited ABN 39 006 708 792

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Tuesday, 14 November 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

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

Your secure access information is

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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/au and select “Printable Forms”.

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

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

Proxy Form

Please mark to indicate your directions

XX

Step 1 Appoint a Proxy to Vote on Your Behalf XX I/We being a member/s of Pacific Current Group Limited hereby appoint the Chair PLEASE NOTE: Leave this box blank if OR you have selected the Chair of the of the Meeting 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 Chair 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 Pacific Current Group Limited to be held at Executive Room, The Westin, 205 Collins Street, Melbourne VIC 3000 on Thursday, 16 November 2023 at 10:00am (AEDT) and at any adjournment or postponement of that meeting.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 3 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair. Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Resolutions 1 and 3 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 Adoption of Remuneration Report
Resolution 2 Re-election of Director - Antony (Tony) Robinson
Resolution 3 Increase in Non-Executive Director’s Remuneration Pool

The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s) Signature of Securityholder(s) This section must be completed. This section must be completed. 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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Pacific Current Group Limited ABN 39 006 708 792

Your questions are important to us. You can submit a question or comment prior to the Meeting at www.investorvote.com.au or you can use this form to submit any questions concerning the Company that you would like us to respond to at the meeting.

Please return this form to our Share Registry via either of the below methods.

Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001

Fax: 1800 783 447 (within Australia) 61 3 9473 2555 (outside Australia)

SRN or HIN Securityholder Name Questions