PACIFIC CURRENT GROUP LIMITED - AGM Information 2024

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Tacoma // Melbourne

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ASX ANNOUNCEMENT

11 October 2024

Notice of 2024 Annual General Meeting

Pacific Current Group Limited ( ASX:PAC ), provides the following documents in relation to PAC’s 2024 Annual General Meeting, to be held on Friday, 15 November 2024 at 10.00am (AEDT):

Notice of Meeting;
Proxy Form; and
Shareholder Question Form.

AUTHORISED FOR LODGEMENT BY: The Board of Pacific Current Group Limited

-ENDS-

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

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Tacoma // Melbourne

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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 2024 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 2024 AGM will be held on Friday 15 November 2024 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 Wednesday, 13 November 2024 . 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.

At the meeting, Michael Clarke, Pacific Current’s Executive Director and Acting Chief Executive Officer and I will comment briefly on the performance of Pacific Current during the year ended 30 June 2024. For further information please also refer to the 2024 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 Resolutions 1, 2 and 3 and against Resolution 4.

Thank you for your continued support of Pacific Current and I look forward to your attendance at the 2024 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 2024 ANNUAL GENERAL MEETING

Notice is hereby given that the 2024 Annual General Meeting ( AGM or Meeting ) of Pacific Current Group Limited ABN 39 006 708 792 ( Pacific Current or Company ) will be held on:

Date: Friday, 15 November 2024 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=1MRx3WGN for shareholders of Pacific Current ( 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 2024.

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 2024 on the Company’s website at:

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

Shareholders are not required to vote on this item.

2. ELECTION OF DIRECTORS

RESOLUTION 1 - ELECTION OF MICHAEL CLARKE

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

“That Michael Clarke, who retires in accordance with rule 7.1(g)(2) of the Constitution, and being eligible, is elected as a Director of the Company.”

RESOLUTION 2 - ELECTION OF JOANNE DAWSON

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

“That Joanne Dawson, who retires in accordance with rule 7.1(g)(2) of the Constitution, and being eligible, is elected as a Director of the Company.”

3. REMUNERATION REPORT

RESOLUTION 3 - 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 2024 be adopted.”

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2024 ANNUAL GENERAL MEETING

The Remuneration Report is contained in the 2024 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.

4. SPILL RESOLUTION (CONDITIONAL ITEM)

RESOLUTION 4 – SPILL RESOLUTION (CONDITIONAL ITEM)

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

“ That, subject to and conditional on at least 25% of the votes validly cast on Resolution 3 being cast against adoption of the Company’s Remuneration Report for the year ended 30 June 2024:

a) an extraordinary general meeting of the Company (Spill Meeting) be held within 90 days of the passing of this resolution;
b) all the directors in office when the Directors’ Report for the year ended 30 June 2024 was approved and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and
c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting are put to the vote at the Spill Meeting.”
Note: This resolution will only be put to the AGM if at least 25% of the votes validly cast on Resolution 3 (Remuneration Report) are against that resolution.

BY ORDER OF THE BOARD

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Clare Craven Company Secretary 11 October 2024

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2024 ANNUAL GENERAL MEETING

IMPORTANT VOTING INFORMATION

VOTING EXCLUSIONS

Voting exclusions for Resolution 3 - Remuneration Report and Resolution 4 – Spill Resolution

A vote on Resolutions 3 or 4 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 2024 Remuneration Report; or
b) a closely related party of such a KMP.

However, a person described above may cast a vote on Resolutions 3 or 4 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 Meeting 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 Resolutions 3 or 4 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.

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 Wednesday, 13 November 2024 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 appointment must be received at Pacific Current’s Share Registry no later than 10:00am AEDT on Wednesday, 13 November 2024 (48 hours before AGM). Proxies must be received before that time by one of the following methods:

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2024 ANNUAL GENERAL MEETING

Online:

Lodge your vote online:

www.investorvote.com.au

For Intermediary Online subscribers only (custodians):

www.intermediaryonline.com

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).

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 Wednesday, 13 November 2024 , 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 3 and 4, then by submitting the proxy form you will be expressly authorising the Chair of the Meeting 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 Meeting intends to vote all undirected proxies in favour of Resolutions 1, 2 and 3 and against Resolution 4.

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.

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2024 ANNUAL GENERAL MEETING

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/

- https://paccurrent.com/shareholders/document library/annual report/
Notice of 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;
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; and
2024 Annual Report

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 Friday, 8 November 2024 , 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 broadcast delay when listening to the webcast.

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2024 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 2024 ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Pacific Current Shareholders in relation to the business to be conducted at the AGM to be held on Friday, 15 November 2024, 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 Resolutions 1, 2 and 3 and against Resolution 4 (the Spill Resolution). The Chair of the Meeting intends to vote all available undirected proxies in accordance with the above.

Resolutions 1 and 2 are ordinary resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution.

Resolution 3, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.

Resolution 4 is conditional on at least 25% of the votes cast on Resolution 3 (Remuneration Report) being cast against the adoption of the Remuneration Report, i.e. if the Company receives a “second strike”. If less than 25% of the votes cast on Resolution 3 are against adopting the Remuneration Report at the 2024 AGM, then there will be no second strike and Resolution 4 will not be put to the vote at the AGM. If Resolution 4 is put to Shareholders, it will be considered as an ordinary resolution, which requires a simple majority of votes cast by Shareholders present and entitled to vote on the resolution.

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 2024 (which are contained in the 2024 Annual Report), will be presented for consideration.

A printed copy of the 2024 Annual Report, or an email advising that the 2024 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.

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.

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2024 ANNUAL GENERAL MEETING

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.

ITEMS FOR APPROVAL

2. ELECTION OF DIRECTORS

RESOLUTION 1 – ELECTION OF MICHAEL CLARKE

Michael Clarke joined the Board on 14 February 2024 as a Non-executive Director. Michael was appointed as an Executive Director and Acting Chief Executive Officer ( CEO ) and became a part of the Executive team on 1 July 2024. Accordingly, having regard to the relevant factors as set out in the ASX Corporate Governance Council Principles & Recommendations (4th edition) ( ASX Principles ) , Michael is not currently considered to be independent.

In accordance with rule 7.1(g)(2) of the Constitution, Michael will retire from office and is eligible for election as a Director of the Company. If Shareholders do not approve Michael’s 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 appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity.

Michael has over 30 years of experience in asset management in both Australia and overseas. He has held various roles including responsibility for managing equity, fixed income and currency portfolios and building asset management businesses. His most recent leadership role was Chief Executive (acting) of Challenger Funds Management, based in Sydney.

Prior to that, Michael was Managing Director of Russell Investments’ institutional business in Australia and New Zealand, Director of Strategy and International at AMP Capital Investors, Chief Executive and Chief Investment Officer at Goldman Sachs JBWere Asset Management, Investment Director at EquitiLink Australia, and Division Director at Macquarie Bank. Michael is currently a Director of Perpetual Equity Investment Company Limited (ASX:PIC) and a member of PIC’s Nomination & Corporate Governance and Audit & Risk Committees.

Michael holds a Bachelor of Engineering in Electrical Engineering (Hons) from UNSW and a Master of Business Administration from the University of Sydney.

Michael is a member of the PAC Investment Committee. Michael has reconfirmed to the Board that he will continue to have sufficient time to fulfill his responsibilities as an Executive Director and Acting CEO.

The Board supports the election of Michael Clarke as he contributes to the Board significant experience as set out above.

Directors’ Recommendation

For the reasons set out above, the Directors (with Michael Clarke abstaining) recommend Shareholders vote in favour of Resolution 1.

RESOLUTION 2 - ELECTION OF JOANNE DAWSON

Ms Joanne Dawson joined the Board on 1 July 2024 as a Non-executive Director.

In accordance with rule 7.1(g) (2) of the Constitution, Joanne will retire from office and is eligible for election as a Director of the Company. If Shareholders do not approve Joanne’s election, then she will cease to be a director at the conclusion of the Meeting.

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2024 ANNUAL GENERAL MEETING

Joanne Dawson has experience in highly regulated, service businesses coupled with a long history of corporate transactions.

Her prior roles include senior positions at Deloitte and National Australia Bank, and Chair of EL&C Baillieu Ltd (stockbrokers). She worked with Deloitte in both Australia and the USA in their Financial Services, Assurance and Advisory Division.

Joanne is presently a Non-Executive Director of Centuria Capital Group (ASX: CNI), PSC Insurance Group Ltd (ASX:PSI), AMA Group Ltd (ASX: AMA), PetSure (Australia) Pty Ltd, Bank First and an Independent Trustee Director and Chair of the Investment Committee of Vision Super.

Joanne has a Bachelor of Commerce from the University of Melbourne and a Master of Business Administration from RMIT. She was also founder and CEO of Executive Wealth Strategies, is a Chartered Accountant and a Fellow of the Australian Institute of Company Directors.

Joanne is Chair of the Audit and Risk Committee and Chair of the Remuneration, Nomination and Governance Committee. She has re-confirmed to the Board that she will continue to have sufficient time to fulfill her responsibilities as Director.

The Board considered whether Joanne had any interest, position or relationship that may interfere with her independence as a Director having regard to the relevant factors as set out in the ASX Principles. The Board considers that Joanne, if elected, will remain independent.

The Board supports the election of Joanne Dawson as she contributes to the Board significant experience as set out above.

Directors’ Recommendation

For the reasons set out above, the Directors (with Joanne Dawson abstaining) recommend Shareholders vote in favour of Resolution 2.

3. REMUNERATION REPORT

RESOLUTION 3 - 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 ( Directors ), 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 21-33 of the 2024 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 2024 is adopted will then be put to a Shareholder vote.

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2024 ANNUAL GENERAL MEETING

Under the Act, if at least 25% of the votes cast on the relevant resolution are voted against the adoption of the remuneration report at two consecutive annual general meetings, the Company will be required to put to Members at the second annual general meeting a resolution proposing that another general meeting be held within 90 days, at which all of the Company’s Directors (other than the Managing Director, who for the purposes of rules 7.1(h) and 8.1 of the Constitution of the Company serves as the Managing Director, and any Director not in office at the time of approval of the 2024 Directors’ Report, including the Remuneration Report) must retire unless they are re-elected at that meeting ( Spill Resolution ).

The Company received a vote greater than 25% against the adoption of the remuneration report at the 2023 Annual General Meeting and, as such the 2024 Notice of Meeting contains a Spill Resolution at Resolution 4, which is subject to and conditional upon the vote against Resolution 3 being 25% or more.

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 3.

4. SPILL RESOLUTION (CONDITIONAL ITEM)

RESOLUTION 4: SPILL RESOLUTION (CONDITIONAL ITEM)

This Item is a conditional item of business and will only be put to the AGM if at least 25% of the votes cast on Resolution 3 to adopt the 2024 Remuneration Report are cast against its adoption. If fewer than 25% of the votes cast are cast against its adoption, then there will be no “second strike” and this resolution will not be put to the Annual General Meeting. If this resolution is put to the AGM, it will be considered as an ordinary resolution.

If this resolution is put to the AGM and is passed, an extraordinary general meeting of shareholders, known as a “Spill Meeting”, must be held within 90 days of the AGM. The following directors who remain in office at the time of the Spill Meeting will cease to hold office at the end of the Spill Meeting unless they are willing to stand for re-election and are re-elected at the Spill Meeting:

Tony Robinson
Michael Clarke
Joanne Dawson
Gilles Guérin

The directors listed above are those who held office on the date when the directors’ report for the year ended 30 June 2024 (which included the 2024 Remuneration Report) ( 2024 Directors’ Report ) was approved. Even if Michael Clarke and Joanne Dawson are elected at this meeting, they will need to be re-elected at the Spill Meeting to remain in office.

The Board considers the following factors to be relevant to a Shareholder’s decision on how to vote on this item:

At the Company’s 2023 AGM held on 15 November 2023, in excess of 25% of the votes cast were against the adoption of the Company’s 2023 Remuneration Report, giving the Company a first strike under the Corporations Act.
After the 2023 AGM, the Board further considered the Company’s remuneration framework and engaged with the Company’s shareholders and other stakeholders to understand the concerns being expressed through the vote.
The Board believes that actions taken since the 2023 AGM, including the outsourcing of the Company’s investment services functions to GQG and the resulting reduction in the Company’s cost structure as described in the Company’s ASX announcement on 15 March 2024 and elsewhere in the

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PACIFIC CURRENT GROUP LIMITED ABN 39 006 708 792

NOTICE OF 2024 ANNUAL GENERAL MEETING

2024 Annual Report, appropriately address the concerns that led to the Company receiving a first strike .
The Board also believes that the Company’s remuneration framework remains appropriately structured to align with shareholder’s interests and to deliver on the Company’s strategy.
The Board has undergone a period of renewal since the previous AGM. Four Directors have retired and two new Directors, Michael Clarke and Joanne Dawson, were appointed to the Board on 14 February 2024 and 1 July 2024 respectively. Each of Tony Robinson and Gilles Guérin have previously been elected by shareholders within the past 2 years.
The current Board believes that it has the skills and experience to provide effective oversight to PAC and to represent Shareholders.
A change in the Board could significantly undermine the stability of the Board, and the stability of PAC.
Having to convene a Spill Meeting would create significant disruption, uncertainty and additional expense.
If Tony Robinson, Michael Clarke, Joanne Dawson and Gilles Guérin were not returned to office, it could take considerable time to rebuild a Board with the same skills and experience as the current group of Directors.

If you do not want a Spill Meeting to take place, you should vote AGAINST Resolution 4. If you want a Spill Meeting to take place, you should vote FOR Resolution 4.

Directors’ Recommendation

Having regard to the matters set out above, the Directors do not consider the proposed resolution to be in the best interests of the Company or its Shareholders. The Directors unanimously recommend Shareholders vote against this Resolution 4.

Note: The Chair of the Annual General Meeting intends to vote all available proxies against this Resolution.

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PACIFIC CURRENT GROUP LIMITED — AGM Information 2024

65526_rns_2024-10-10_b32b6dcb-9e4b-4064-b13c-eda12f419e53.pdf

ASX ANNOUNCEMENT

Notice of 2024 Annual General Meeting

-ENDS-

Dear Shareholder,

NOTICE OF 2024 ANNUAL GENERAL MEETING

ITEMS OF BUSINESS

1. CONSIDERATION OF REPORTS

2. ELECTION OF DIRECTORS

RESOLUTION 1 - ELECTION OF MICHAEL CLARKE

RESOLUTION 2 - ELECTION OF JOANNE DAWSON

3. REMUNERATION REPORT

RESOLUTION 3 - ADOPTION OF REMUNERATION REPORT

NOTICE OF 2024 ANNUAL GENERAL MEETING

4. SPILL RESOLUTION (CONDITIONAL ITEM)

RESOLUTION 4 – SPILL RESOLUTION (CONDITIONAL ITEM)

BY ORDER OF THE BOARD

NOTICE OF 2024 ANNUAL GENERAL MEETING

IMPORTANT VOTING INFORMATION

VOTING EXCLUSIONS

Voting exclusions for Resolution 3 - Remuneration Report and Resolution 4 – Spill Resolution

ENTITLEMENT TO ATTEND AND VOTE

Appointment of Proxy

NOTICE OF 2024 ANNUAL GENERAL MEETING

Online:

www.investorvote.com.au

By mail:

Proxies signed under Power of Attorney

Voting at the Meeting

Corporate Representatives

NOTICE OF 2024 ANNUAL GENERAL MEETING

ACCESS TO DOCUMENTS

ASKING A QUESTION IN ADVANCE OF THE MEETING

CONDUCT OF MEETING

PARTICIPATION IN THE AGM

NOTICE OF 2024 ANNUAL GENERAL MEETING

NOTICE OF 2024 ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

INTRODUCTION

1. CONSIDERATION OF REPORTS

QUESTIONS AND COMMENTS

NOTICE OF 2024 ANNUAL GENERAL MEETING

ITEMS FOR APPROVAL

2. ELECTION OF DIRECTORS

RESOLUTION 1 – ELECTION OF MICHAEL CLARKE

Directors’ Recommendation

RESOLUTION 2 - ELECTION OF JOANNE DAWSON

NOTICE OF 2024 ANNUAL GENERAL MEETING

Directors’ Recommendation

3. REMUNERATION REPORT

RESOLUTION 3 - REMUNERATION REPORT

NOTICE OF 2024 ANNUAL GENERAL MEETING

Directors’ Recommendation

4. SPILL RESOLUTION (CONDITIONAL ITEM)

RESOLUTION 4: SPILL RESOLUTION (CONDITIONAL ITEM)

NOTICE OF 2024 ANNUAL GENERAL MEETING

Directors’ Recommendation

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PACIFIC CURRENT GROUP LIMITED AGM Information 2024

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