SIV CAPITAL LIMITED — Proxy Solicitation & Information Statement 2020

Apr 30, 2020

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ACN 011 045 828

Notice of Meeting and Explanatory Memorandum Date and time: 9:00am on Thursday, 4 June 2020 Location: 13 Kurilpa Street, West End Qld 4101

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Indicative timetable

Key dates

Date of this Notice of Meeting	Friday, 1 May 2020
Latest time and date for receipt of the proxy form	9:00am (AEST), Tuesday, 2 June
(including proxies lodged online) or powers of	2020
attorney
Time and date for determining eligibility to vote	7:00pm (AEST) Tuesday, 2 June 2020
General Meeting	9:00am (AEST), Thursday, 4 June
	2020
Capital return paid to Shareholders	Thursday, 18 June 2020

All dates in the above timetable are indicative only and are subject to change. SIV, may vary any or all of these dates and times and will provide reasonable notice of any such variation. Any changes will be announced by SIV to ASX and published on SIV website at www.sivcapital.com.au.

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Notice of Meeting

SIV Capital Limited ACN 011 045 828

Notice is hereby given that the General Meeting of SIV Capital Limited ACN 011 045 828 ( Company or SIV ) will be held at:

Location 13 Kurilpa Street, West End Qld 4101 Date Thursday, 4 June 2020 Time 9:00am

Ordinary business

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

“For the purposes of section 256C of the Corporations Act 2001 (Cth) ( Corporations Act ) and for all other purposes, approval is given for the share capital of the Company to be reduced by $11,780,374.80, such reduction of capital to be effected by the Company paying to each registered holder of Shares as at 7:00pm (AEST) on Thursday, 11 June 2020 ( Record Date ), the amount of $0.30 for each Share held by that holder on the Record Date without cancelling any shares, and otherwise on the terms and conditions set out in the Explanatory Notes.”

The Board recommends that Shareholders vote in favour of Resolution 1.

General business

To consider any other business as may be lawfully put forward in accordance with the Constitution. Further information relating to the resolutions is set out in the Explanatory Memorandum.

Date 1 May 2020

By order of the Board

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Don Mackenzie Company Secretary

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Notes

Voting

The Company has determined, that Shareholders who are on the Company’s register at 7:00pm on Tuesday, 2 June 2020 will be taken, for the purposes of the General Meeting, to be entitled to attend and vote at the Meeting.

Proxies

A Shareholder who is entitled to vote at the Meeting may appoint:

• (a) one proxy if the member is only entitled to one vote; or

• (b) one or two proxies if the member is entitled to more than one vote.

Where a Shareholder appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

A proxy need not be a Shareholder of the Company.

The Chair intends to vote all undirected proxies for the resolutions set out in the Notice.

The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company, no later than 9:00am on Tuesday, 2 June 2020, either:

• (a) in person at 13 Kurilpa Street West End Qld 4101;

• (b) by mail to Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001; or

• (c) by fax on 61 2 9290 9655.

Proxy voting can also be made online at https://www/votingonline.com.au/sivgm2020

Proxy form

A proxy form is enclosed with this Notice. The proxy form is an integral part of this Notice and both documents should be read together. If you require an additional proxy form, the Company will supply it on request.

Body corporate representative

A corporation that is a Shareholder may elect to appoint a representative, rather than appoint a proxy, under the Corporations Act. In such case, the Company will require written proof of the representative’s appointment, which must be lodged with or presented to the Company before the Meeting.

Attending the meeting and the coronavirus pandemic (COVID-19)

The Company plans to physically hold the Meeting on Thursday, 4 June 2020 at 9:00am at 13 Kurilpa Street, West End Qld 4101, but will take precautionary measures to manage the health and safety of Shareholders, employees and other interested parties due to the current COVID-19 pandemic. Queensland and Australia and Australian governments have implemented a number of restrictions and guidelines including those in relation to travel, public gatherings and social distancing which are regularly being reviewed and subject to change. Accordingly, to the extent possible, the Directors do not intend to attend the Meeting in person, but participate via online or telephone facilities.

Given the present circumstances, the Company encourages Shareholders to submit their votes by proxy (in accordance with the procedures set out above) and not attend in person. In addition, the Company intends to provide Shareholders with online or telephone facilities to participate in the Meeting. Supplementary instructions including details of these facilities will be provided to Shareholders in advance of the Meeting and no later than two business days prior to the Meeting.

The Company will implement the applicable Australian and Queensland Government restrictions and guidelines for COVID-19 at the Meeting, which may prevent some or all Shareholders attending in person. However, precautions to minimise the risk of exposure do not guarantee that persons that physically attend the Meeting will not be exposed to COVID-19.

The health and safety of Shareholders, employees and other interested parties is a key priority and accordingly additional measures may be required to be implemented prior to the Meeting. Any such changes will be advised to Shareholders electronically, on the Company’s website (www.sivcapital.com.au) and via market announcement to ASX as soon as practicable and in any event at least two business days prior to the Meeting.

Responsibility for information

The information contained in this Notice of Meeting and Explanatory Memorandum has been prepared by the Company and is the responsibility of the Company. ASX takes no responsibility for the contents of this Notice of Meeting and Explanatory Memorandum.

Capitalised terms

Capitalised terms used in this Notice of Meeting and the Explanatory Memorandum have the meanings given in the Definitions section of the Explanatory Memorandum.

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Foreign jurisdictions

The release, publication or distribution of this Notice of Meeting and Explanatory Memorandum in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons outside of Australia who come into possession of this Notice of Meeting and Explanatory Memorandum should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

This Notice of Meeting and Explanatory Memorandum has been prepared in accordance with the laws of the Commonwealth of Australia and the information contained in this Notice of Meeting and Explanatory Memorandum may not be the same as that which would have been disclosed if this Notice of Meeting and Explanatory Memorandum had been prepared in accordance with the laws and regulations of a jurisdiction outside of Australia.

No investment advice

This Notice of Meeting and Explanatory Memorandum has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of any Shareholder or any other person. The information and recommendations contained in this Notice of Meeting and Explanatory Memorandum do not constitute, and should not be taken as, financial product advice. The Board encourages you to seek independent legal, financial and taxation advice before making any investment decision and any decision as to whether or not to vote in favour of Resolution 1.

This Notice of Meeting and Explanatory Memorandum should be read in its entirety before making a decision on whether or not to vote in favour of Resolution 1. If you are in any doubt as to the course you should follow, you should consult an independent and appropriately licensed and authorised professional adviser.

Forward looking statements

This Notice of Meeting and Explanatory Memorandum contains both historical and forward-looking statements. Forward looking statements or statements of intent in relation to future events in the Notice of Meeting and Explanatory Memorandum should not be taken to be forecasts or predictions that those events will occur. Forward looking statements generally may be identified by the use of forward looking words such as 'believe', 'aim', 'expect', 'anticipate', 'intending', 'foreseeing', 'likely', 'should', 'planned', 'may', 'estimate', 'potential', or other similar words. Similarly, statements that describe the objectives, plans, goals, intentions or expectations of SIV are or may be forward looking statements. You should be aware that such statements are only opinions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to SIV and/or the industries in which it operates, as well as general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. None of SIV, its officers, directors, employees or advisers or any person named in this Notice of Meeting and Explanatory Memorandum makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. Accordingly, you are cautioned not to place undue reliance on those statements.

The forward looking statements in this Notice of Meeting and Explanatory Memorandum reflect views held only at the date of this Notice of Meeting. Subject to any continuing obligations under the Listing Rules or the Corporations Act, SIV and its respective officers, directors, employees and advisers, disclaim any obligation or undertaking to distribute after the date of this Notice of Meeting any updates or revisions to any forward looking statements to reflect:

• (a) any change in expectations in relation to such statements; or

• (b) any change in events, conditions or circumstances on which any such statement is based.

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Explanatory Memorandum

SIV Capital Limited ACN 011 045 828

Introduction

This Explanatory Memorandum has been prepared for the Shareholders in conjunction with the Notice of Meeting of the Company to be held at 13 Kurilpa Street, West End Qld 4101 at 9:00am (Brisbane time) on Thursday, 4 June 2020.

Resolution 1: Capital Return

1.1 Proposed return of capital

The Company proposes to make a cash payment to Shareholders of $0.30 per Share (representing $11,780,374.80 in total) as a return of capital.

The record date for determining entitlements to receive the return of capital is 7:00pm on Thursday, 11 June 2020 ( Record Date ). The terms of the Capital Return are the same for each Shareholder.

The proposed return of capital is an “equal” reduction of capital which requires the approval of Shareholders by ordinary resolution in general meeting under section 256C(1) of the Corporations Act. Accordingly, for the Capital Return to proceed, a majority of votes must be cast in favour of Resolution 1.

If Resolution 1 is approved, the Capital Return will occur as soon as reasonably practicable, and in any event within 8 business days of the Meeting.

Refer to section 1.6 for information about the expected tax implications of the Capital Return.

1.2 Reason for the Capital Return

On 30 September 2019, SIV announced that it had entered into a Share Purchase Agreement with a consortium of investors under the leadership of Next Capital Pty Ltd ( Next Capital ), pursuant to which Next Capital would acquire various SIV subsidiaries and associated hospitality business ( Hospitality Group ), for gross cash consideration of $18.25 million.

The sale of the Hospitality Group successfully completed on Tuesday, 3 December 2019. SIV retained ownership of its operating subsidiary GoGetta Equipment Funding Pty Ltd, which operates the GoGetta business.

As previously announced, it was the Company’s intention to return surplus capital generated from the sale of the Hospitality Group to all shareholders following the sale.

The Company has now determined the optimal structure to return this portion of surplus capital to shareholders is via an equal capital reduction ( Capital Return ).

The Capital Return will be effected by the Company paying an amount $0.30 per share (representing approximately $11,780,374.80).

No shares will be cancelled in connection with the return of capital. Accordingly, the return of capital will not affect the number of shares held by each shareholder, nor will it affect the control of the Company.

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1.3 Requirements for the Capital Return

(a) Equal Reduction

The Capital Return is an equal reduction of the Company’s share capital for the purposes of the Corporations Act as it relates only to the Company’s ordinary shares, it applies to each Shareholder in proportion to the number of Shares they hold, and the terms of the Capital Return are the same for each Shareholder.

(b) Corporations Act

Under section 256B(1) of the Corporations Act, a company can reduce its share capital if the reduction:

• is fair and reasonable to the company’s shareholders as a whole;

• does not materially prejudice the company’s ability to pay its creditors; and

• is approved by shareholders under section 256C of the Corporations Act.

The Directors are of the opinion that the Capital Return is fair and reasonable to all Shareholders as it will apply to all Shareholders on the Record Date equally, in proportion to the number of Shares which they hold at the Record Date.

The Directors are also of the opinion that the Capital Return will not materially prejudice the Company’s ability to pay its creditors after having reviewed and considered the financial position of the Company, including the Company’s assets, liabilities, cash flow and expected future requirements.

Advantages

The primary advantage in approving the Capital Return is that it will enable the Company to repatriate capital to its Shareholders, which is in excess of its current requirements. Further, as there are no transaction costs, Shareholders participating in the Capital Return will be able to do so without incurring any costs.

Disadvantages

A disadvantage of the Capital Return is that following implementation the Company will have a reduced capital base from which to operate. However, the Directors are of the opinion that the current capital base is in excess of the Company’s current requirements.

(c) Effect on capital structure

For the purposes of Listing Rule 7.20, the Company provides the following information to Shareholders regarding the effect of the Capital Return on its capital structure:

• the Company has 39,267,916 Shares on issue as at the date of this Notice, which will remain unchanged following completion of the Capital Return;

• no fractional entitlements will arise as a result of the Capital Return; and

• no Shares will be cancelled in connection with the Capital Return. Accordingly, the Capital Return will not affect the number of Shares held by each Shareholder, nor will it affect the control of the Company.

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The Company currently has no options or other securities on issue.

(d) Effect on share price

Given that the Company’s share price at the time of finalising the Notice of Meeting is $0.51 per Share and is likely to decrease following implementation of the Capital Return, the Company has obtained in-principle advice from ASX that it will grant a waiver from ASX Listing Rule 7.25 to the extent necessary to permit the Company to undertake the Capital Return.

No fractional entitlements will arise from the proposed Capital Return. Further, all Shares issued by the Company are fully paid.

1.4 Ability to pay creditors not materially prejudiced

SIV has undertaken significant work to assess the impact of the return of capital on SIV’s ability to pay its creditors, including current and reasonably foreseeable future claimants and the expected costs of resolving the current ASIC investigation into certain GoGetta light commercial vehicle contracts that the regulator considers as constituting consumer lending without an appropriate license, including the expected costs of a customer remediation program.

Following this work, the Directors are satisfied that the return of capital will not materially prejudice SIV’s ability to pay its creditors.

1.5 Effect on financial position

The Company has sufficient cash reserves to fully fund the Capital Return. As indicated above, this has been facilitated by the sale of the Company’s Hospitality Group to Next Capital in December 2019. The effect of the Capital Return is that the Company’s cash resources will be reduced by the amount of capital return to Shareholders (approximately $11.78 million).

To illustrate the effect of the Capital Return on the Company, the unaudited pro-forma statement of financial position, showing the effect of the Capital Return as if it had occurred on 30 December 2019 is set out below. The pro-forma statement of financial position is not intended to be a statement of the Company’s current financial position.

As reported in the Directors’ Report for the half-year ended 31 December 2019, an additional $17 million is expected to be generated by GoGetta net of operating costs over the 18 months to June 2021. This net income will be booked over that period pursuant to the Company’s accounting policy in respect to rental income from operating leases. The $6 million in respect to customer remediation and related costs is already provided for in the statement of financial position as at 31 December 2019 and is not included in the $17 million forecast.

The Company also notes that the GoGetta business which substantially services the transport sector has continued to generate free cash flow in line with expectations since 1 January.

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Consolidated pro forma statement of financial position
	Consolidated 31 Dec 19 $’000	Adjustment for Capital Return $’000	Pro-forma Consolidated 31 Dec 19 $’000
ASSETS
Current assets
Cash and cash equivalents	20,346	(11,780)	8,566
Trade and other receivables	2,016		2,016
Rental assets	5,692		5,692
Other current assets.	966		966
Total current assets	29,020	(11,780)	17,240
Non-current assets
Trade and other receivables	971		971
Rental assets	900		900
Total non-current assets	1,871	0	1,871
Total assets	30,891	(11,780)	19,111
LIABILITIES
Current liabilities
Trade and other payables	4,258		4,258
Provisions	5,981		5,981
Customer security bonds payable	1,308		1,308
Total current liabilities	11,547		11,547
Non-current liabilities
Customer security bonds payable	41		41
Total non-current liabilities	41		41
Total liabilities	11,588		11,588
Net assets	19,303		7,523
EQUITY
Share capital	120,742	(11,780)	108,962
Retained earnings (accumulated losses)	(88,610)		(88,610)
Reserves	(12,829)		(12,829)
Total equity	19,303	(11,780)	7,523

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1.6 Taxation considerations

The summary in this section is general in nature. In addition, particular taxation implications will depend on the circumstances of each Shareholder. Accordingly, Shareholders are encouraged to seek their own professional advice in relation to their tax position. Neither SIV nor any of its Directors, officers, employees or advisers assumes any liability or responsibility for advising Shareholders about the tax consequences for them from the proposed Capital Return.

In particular, Shareholders who are not residents of Australia for tax purposes should seek specific advice in relation to the taxation consequences arising from the Capital Return under the laws of their country of residence.

SIV has applied to the Australian Taxation Office ( ATO ) for a Class Ruling for Australian resident Shareholders who hold their Shares on capital account seeking to confirm that:

• no part of the proposed Capital Return will be treated as a dividend for tax purposes;

• if the cost base of a Share is less than the Capital Return amount (on a cents per share basis) then an immediate capital gain may arise for the difference;

• otherwise, the cost base for each Share will be reduced by the Capital Return amount (on a cents per share basis) for the purpose of calculating any capital gain or loss on the ultimate disposal of that Share.

The Class Ruling will also seek to confirm that for those Shareholders who are not tax residents of Australia, no Australian capital gain or loss should arise as a consequence of the Capital Return.

A Class Ruling may not be relied on by Shareholders until it is issued in final form by the ATO.

SIV will display the final version of the Class Ruling on its website as soon as it becomes available.

1.7 Director’s interests

The number of Shares in which each Director and their associates have an interest as at the date of this Notice and the amount they are likely to receive if Resolution 1 is passed and the Capital Return is implemented is set out in the table below:

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Director	Nature of interest	Total number of Shares in which the director holds an interest	Amount received if Capital Return is implemented
Andrew Kemp	Mr Kemp holds 204,933 Shares jointly with Ann Kemp. Mr Kemp has an indirect interest in: • 213,349 Shares held by Huntington Group Pty Limited; • 431,267 Shares held by Huntington Super Pty Ltd ATF Huntington SP Super PLN; • 124,400 Shares held by Huntington Group Pty Limited ATF Huntington GP Pty Ltd Super; • 103,560 Shares held by Manco (Aust) Pty Ltd.	1,077,509	$323,252.70
Bede King	Mr King has an indirect interest in 131,302 Shares held by Mr BF King and Ms HJ King as trustees for The King Superannuation Plan.	131,302	$39,390.60
Allan English	Mr English holds an indirect interest in: • 4,550,000 Shares held by the English Family Foundation Pty Ltd (ACN 147 782 312) as trustee for the English Family Foundation; • 3,999,956 Shares held by Tessana Pty Ltd (ACN 008 938 618) as trustee for The A English Family Trust; • 326,651 Shares held by Mr Allan John English and Mrs Tessa Winifred English as trustees for the Tessana Superannuation Fund; and • 140,593 Shares held by Ms Maureen Janette English.	9,017,200	$2,705,160.00

1.8 No other material information

Other than as set out in this Notice, and information previously disclosed to Shareholders, there is no information that is known to the Directors which may reasonably be expected to be material to the making of a decision by Shareholders whether or not to vote in favour of Resolution 1.

1.9 Directors’ Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

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Definitions

A number of capitalised terms are used throughout this Notice of Meeting and Explanatory Memorandum. Except to the extent the context otherwise requires:

Term	Definition
ASX	means ASX Limited ACN 008 624 691 or the securities exchange
	operated by it (as the case requires).
Board	means the board of Directors of the Company.
ChairmanorChair	means the chairman of the Company, who will also be the
	chairman of the Meeting.
CompanyorSIV	means SIV Capital Limited ACN 011 045 828.
Constitution	means the constitution of the Company.
Corporations Act	means the Corporations Act 2001 (Cth) as amended.
Directors	means the directors of the Company.
Explanatory Memorandum	means the explanatory memorandum accompanying the Notice.
Listing Rules	means the listing rules of ASX.
Notice of MeetingorNotice	means this notice of Meeting and includes reference to the
	Explanatory Memorandum.
Share	means a fully paid ordinary share in the Company.
Shareholder	means a holder of one or more Shares.

Interpretation

In this Notice of Meeting and Explanatory Memorandum, unless the context otherwise appears:

• (a) words and phrases have the same meaning (if any) given to them in the Corporations Act;

• (b) words importing a gender include any gender;

• (c) words importing the singular include the plural and vice versa;

• (d) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;

• (e) a reference to a Section or attachment is a reference to a section of and an attachment to this Notice of Meeting and Explanatory Memorandum as relevant;

• (f) a reference to any statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances, or by laws amending, varying, consolidating or replacing it and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute;

• (g) headings and bold type are for convenience only and do not affect the interpretation of this Notice of Meeting and Explanatory Memorandum;

• (h) a reference to time is a reference to the time in Brisbane, Australia;

• (i) a reference to writing includes facsimile transmissions; and

• (j) a reference to dollars, $, A$, cents, ¢ and currency is a reference to the lawful currency of the Commonwealth of Australia.

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All Correspondence to:

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 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 9:00am AEST on Tuesday 2 June 2020.

	TO	VOTE ONLINE	BY SMARTPHONE
STEP	1:	VISIThttps://www.votingonline.com.au/sivgm2020
STEP	2:	Enter your Postcode OR Country of Residence (if outside Australia)
STEP	3:	Enter your Voting Access Code (VAC):
			Scan QR Code using smartphone
			QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 9:00am AEST on Tuesday, 2 June 2020. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/sivgm2020  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

SIV Capital Limited ACN 011 045 828

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of SIV Capital Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

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 at the General Meeting of the Company to be held at 13 Kurilpa Street, West End QLD 4101 on Thursday, 4 June 2020 at 9am AEST and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Capital Return

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2020