WAM ACTIVE LIMITED — AGM Information 2018

Oct 18, 2018

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Notice of 2018 Annual General Meeting

ABN 49 126 420 719

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Notice of 2018 Annual General Meeting

Notice is given that the Annual General Meeting (AGM) of members of WAM Active Limited (the Company) will be held as follows:

	Notice is given that the Annual General Meeting (AGM) of members of WAM Active Limited (the Company) will be held as follows:
	Date 20 November 2018
	Time 2:55pm (Sydney time)
	Venue The Westin Sydney, 1 Martin Place, Sydney NSW 2000

Business

Financial statements and Reports

To receive and consider the financial statements, Directors’ Report and Auditor’s Report of the Company for the financial year ended 30 June 2018.

Note: There is no requirement for shareholders to approve these reports.

Resolution 1: Adoption of Remuneration Report

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

“That in accordance with Section 250R of the Corporations Act 2001 (Cth), the Remuneration Report, as set out in the Directors’ Report, be adopted.”

Notes:

• a) the vote on this resolution is advisory only and does not bind the Directors or the Company.

• b) the Company’s key management personnel (whose remuneration details are included in the Remuneration Report) and their closely related parties must not cast a vote on the Remuneration Report unless they are appointed in writing as a proxy for a member eligible to vote on the resolution and that proxy specifies how to vote on the resolution or the vote is cast by the Chairman as proxy for a member eligible to vote on the resolution, the proxy does not specify how to vote on the resolution and the proxy expressly authorises the Chairman to vote even if it is connected with the remuneration of a member of the key management personnel.

Resolution 2: Re-election of Director

– Geoff Wilson AO

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

“That Mr Geoff Wilson, who retires by rotation in accordance with the Rule 6.5 of the Company’s Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Information about Mr Wilson appears in the Explanatory Memorandum attached to this Notice of Meeting.

Resolution 3: Election of Director – Karina Kwan

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

“That Ms Karina Kwan, having been appointed as a Director of the Company on 3 July 2018, be elected in accordance with Rule 6.2 of the Company’s Constitution.”

Directors appointed under Rule 6.2 of the Company’s Constitution must retire at the first AGM after their appointment, where they are eligible to be elected by shareholders. Ms Kwan is retiring under this rule.

Information about Ms Kwan appears in the Explanatory Memorandum attached to this Notice of Meeting.

• c) the Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote ‘against’ or ‘abstain’ you should mark the relevant box in the attached proxy and question form.

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wilsonassetmanagement.com.au Page 2 of 8 ABN 49 126 420 719

WAM Active Limited Notice of 2018 AGM

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Resolution 4: Election of Director – Emma Rugge-Price

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

“That Ms Emma Rugge-Price, having been appointed as a Director of the Company on 7 March 2018, be elected in accordance with Rule 6.2 of the Company’s Constitution.”

Directors appointed under Rule 6.2 of the Company’s Constitution must retire at the first AGM after their appointment, where they are eligible to be elected by shareholders. Ms Rugge-Price is retiring under this rule.

Information about Ms Rugge-Price appears in the Explanatory Memorandum attached to this Notice of Meeting.

Resolution 5: Approval of additional 10% placement capacity

To consider and, if thought fit, pass the following resolution, with or without amendment, as a special resolution :

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities up to an additional 10% of the issued share capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum”.

Without limitation, Listing Rule 7.1A is relevant to this special resolution.

Voting exclusion statement : the Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of any person who is expected to, or who will obtain a material benefit as a result of, the proposed issue of equity securities under this Resolution 5 (except a benefit solely by reason of being a shareholder in the Company) or any of their associates, unless the vote is cast:

• a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy and question form; or

• b) by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy and question form to vote as the proxy decides.

Information about the additional 10% placement capacity appears in the Explanatory Memorandum attached to this Notice of Meeting.

Proxies

A member entitled to attend and vote at this AGM is entitled to appoint not more than two proxies to attend and vote in his/her place. A proxy does not need to be a member of the Company.

If a member appoints two proxies, the member may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the member’s votes. If the specified proportion or number of votes exceeds that which the member is entitled to, each proxy may exercise half of the member’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

Proxies can be appointed in one of three ways:

• a) online through the share registry’s website at www.votingonline.com.au / wamactiveagm2018;

• b) by posting or delivering the proxy and question form by hand to the share registry (addresses below); or

• c) by faxing the proxy and question form to the share registry (fax number below).

Proxies must be appointed no later than 48 hours before the AGM i.e. 2:55pm (AEDT) on 18 November 2018.

Hand deliveries to our share registry: Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000

Postal address: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

Fax number: + 61 2 9290 9655

A proxy and question form is provided with this Notice of Meeting.

Note: In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Listing Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no shareholders are currently excluded.

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WAM Active Limited wilsonassetmanagement.com.au Page 3 of 8 Notice of 2018 AGM ABN 49 126 420 719

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Optional question for the Chairman or Auditor

We aim to provide shareholders with the best opportunity to ask questions about the Company and its external audit at the AGM. If you would like to ask a question, please complete the optional question for the Chairman or Auditor on the enclosed proxy and question form and return it to Boardroom.

Entitlement to Vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act 2001 (Cth) and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the Meeting all shares in the capital of the Company will be taken to be held by the persons who held them as registered holders at 7:00pm (AEDT) on 18 November 2018. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

By order of the Board:

Linda Vo Company Secretary 12 October 2018

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WAM Active Limited wilsonassetmanagement.com.au Page 4 of 8 Notice of 2018 AGM ABN 49 126 420 719

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Explanatory Memorandum

This Explanatory Memorandum sets out further information regarding the proposed resolutions to be considered by shareholders of WAM Active Limited (the Company) at the 2018 Annual General Meeting (AGM) to be held commencing at 2:55pm (Sydney time) on 20 November 2018 at The Westin Sydney, 1 Martin Place, Sydney NSW 2000 .

The Directors recommend that shareholders read this Explanatory Memorandum before determining whether or not to support the resolutions.

Resolution 1: Adoption of Remuneration Report

The Company’s Remuneration Report sets out the remuneration arrangements for the Directors and key management personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report of the Company for the financial year ended 30 June 2018.

The Corporations Act requires that at a listed company’s AGM, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company. The Board will take the outcome of the vote into account when considering the future remuneration arrangements of the Company.

Shareholders will be given reasonable opportunity at the AGM to ask questions about, and make comments on, the Remuneration Report.

The Directors unanimously recommend that shareholders vote in favour of Resolution 1.

Resolution 2: Re-election of Director – Geoff Wilson AO

BSc GMQ FAICD FFINSIA

Geoff Wilson has been a Director of the Company since July 2007. Geoff has over 38 years’ direct experience in investment markets having held a variety of senior investment roles in Australia, the UK and the US. Geoff founded Wilson Asset Management in 1997. Geoff is currently Chairman of WAM Capital Limited, WAM Leaders Limited, WAM Global Limited, WAM Research Limited, WAM Microcap Limited and the Australian Stockbrokers Foundation. He is the founder and a Director of Future Generation Global Investment Company Limited and Future Generation Investment Company Limited and a Director of Australian Leaders

Fund Limited, Global Value Fund Limited, Century Australia Investments Limited, 8IP Emerging Companies Limited, Incubator Capital Limited, Sporting Chance Cancer Foundation, the Australian Fund Managers Foundation, Australian Children’s Music Foundation and he is a Member of the Second Bite NSW Advisory Committee.

The Directors (excluding Mr Wilson) strongly support the re-election of Mr Wilson and unanimously recommend that shareholders vote in favour of Resolution 2.

Resolution 3: Election of Director – Karina Kwan

B Econ MAICD FCPA

Karina Kwan was appointed a Director of the Company on 3 July 2018. Karina is highly experienced in the financial services industry with exceptional experience in management, finance, risk management, corporate governance and strategy. She has led an accomplished executive career, most recently as General Manager of Group Support Services Finance at the Commonwealth Bank of Australia and prior to that as the Chief Financial Officer of Citigroup for Australia and New Zealand. Karina serves on the Board of Advice for The University of Sydney Business School.

The Directors (excluding Ms Kwan) strongly support the election of Ms Kwan and unanimously recommend that shareholders vote in favour of Resolution 3

Resolution 4: Election of Director – Emma Rugge-Price B Econ (Hons) Grad Dip MGSM

Emma Rugge-Price was appointed a Director of the Company on 7 March 2018. Emma has had a global career in technology marketing, having worked for both multi-national and start-up organisations in Hong Kong, London and Silicon Valley. Returning to Australia, she joined GE (and GE Capital), where she led local and global brand programs, marketing and communications for over 12 years. Emma has deep expertise in building brands and reputations through creative campaigns and strategic thought leadership. Emma was recently appointed the Chief Executive Officer of Advance.

The Directors (excluding Ms Rugge-Price) strongly support the election of Ms Rugge-Price and unanimously recommend that shareholders vote in favour of Resolution 4.

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WAM Active Limited wilsonassetmanagement.com.au Page 5 of 8 Notice of 2018 AGM ABN 49 126 420 719

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Resolution 5: Approval of additional 10% placement capacity

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval by special resolution at its AGM to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue over a period of 12 months after the AGM (10% Placement Capacity). This is in addition to the existing 15% placement capacity permitted by Listing Rule 7.1.

If shareholders approve Resolution 5, the number of equity securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out below).

An eligible entity is one that, as at the date of the relevant AGM:

• a) is not included in the S&P/ASX 300 Index; and

• b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of less than $300,000,000.

Any equity securities issued must be in the same class as an existing class of quoted equity securities. The Company currently has one class of quoted equity securities on issue, being fully paid ordinary shares (Shares) (ASX code: WAA).

While the Company does not have any immediate plans to issue equity securities, the purposes for which equity securities may be issued pursuant to Resolution 5 may include the raising of capital to facilitate further investment opportunities.

The number of equity securities that the Company may issue under the approval sought by Resolution 5 will be calculated in accordance with the following formula as set out in Listing Rule 7.1A.2:

(A x D) – E

• iii. plus the number of Shares issued in the 12 months under Listing Rules 7.1 and 7.4; and

• iv. less the number of Shares cancelled in the 12 months.

D = 10%.

E = the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of the shareholders under Listing Rule 7.1 or 7.4.

Technical information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 5:

• a) Minimum Price: under the Listing Rules, the minimum price at which the equity securities may be issued is 75% of the volume weighted average market price of equity securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• i. the date on which the price at which the equity securities are to be issued is agreed; or

• ii. if the equity securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the equity securities are issued.

• b) Risk of voting dilution: shareholders should be aware there is a risk of economic and voting dilution that may result from an issue of equity securities under the 10% Placement Capacity, including the risk that:

• i. the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Meeting where approval is being sought; and

• ii. the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the date of issue.

Any issue of equity securities under the 10% Placement Capacity will dilute the interests of shareholders who do not receive any equity securities under the issue.

Where:

A = the number of fully paid Shares on issue 12 months before the date of issue or agreement to issue:

• i. plus the number of Shares issued in the 12 months under an exception in Listing Rule 7.2;

• ii. plus the number of partly paid shares that became fully paid in the 12 months;

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WAM Active Limited wilsonassetmanagement.com.au Page 6 of 8 Notice of 2018 AGM ABN 49 126 420 719

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If Resolution 5 is approved by shareholders and the Company issues the maximum number of equity securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the potential dilution of existing shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the market price of the Shares and the number of Shares on issue as at 12 October 2018. The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Variable ‘A’ in Listing Rule 7.1A.2 45,741,397 Current Variable A 10% Voting dilution Funds raised 68,612,096 50% increase in current Variable A 10% Voting dilution Funds raised 91,482,794 100% increase in current Variable A 10% Voting dilution Funds raised	Dilution
	$0.555 50% decrease in Issue Price $1.11 Issue Price $2.22 100% increase in Issue Price
	4,574,140 Shares 4,574,140 Shares 4,574,140 Shares
	$2,538,648 $5,077,295 $10,154,590
	6,861,210 Shares 6,861,210 Shares 6,861,210 Shares
	$3,807,971 $7,615,943 $15,231,885
	9,148,279 Shares 9,148,279 Shares 9,148,279 Shares
	$5,077,295 $10,154,590 $20,309,180

Notes:

1. The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with shareholder approval under Listing Rule 7.1.

2. The table above uses the following assumptions:

3. i. The current Shares on issue are the Shares on issue as at 12 October 2018.

4. ii. The issue price set out above is the closing price of the Shares on the ASX on 12 October 2018.

5. iii. The Company issues the maximum possible number of equity securities under the 10% Placement Capacity and no options on issue are exercised.

6. iv. The Company has not issued any equity securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

7. v. The calculations above do not show the dilution that any one particular shareholder will be subject to. All shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

8. vi. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1.

9. vii. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

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wilsonassetmanagement.com.au Page 7 of 8 ABN 49 126 420 719

WAM Active Limited Notice of 2018 AGM

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• c) Date of Issue: equity securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• i. 12 months after the date of the Meeting; and ii. the date of approval by shareholders of any transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

The approval under Listing Rule 7.1A will cease to be valid in the event that shareholders approve a transaction under Listing Rule 11.1.2 or 11.2.

• d) Purpose of Issue under 10% Placement Capacity: the Company may issue equity securities under the 10% Placement Capacity for the following purposes:

• i. as cash consideration in which case the Company intends to use funds raised for investment purposes in line with the Company’s investment policy; or

• ii. as non-cash consideration for investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

• e) Allocation under the 10% Placement Capacity: the allottees of the equity securities to be issued under the 10% Placement Capacity have not yet been

determined. However, the allottees of equity securities could consist of current shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• i. the purpose of the issue;

• ii. alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing shareholders may participate;

• iii. the effect of the issue of the equity securities on the control of the Company;

• iv. the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• v. prevailing market conditions; and

• vi. advice from corporate, financial and broking advisers (if applicable).

• f) Previous approval under Listing Rule 7.1A: the Company obtained shareholder approval under Listing Rule 7.1A at the 2017 AGM held on 29 November 2017. In the 12 months since the date of that AGM, the Company issued a total of 5,473,449 Shares which represents 13.6% of the total number of equity securities on issue at the commencement of that 12 month period.

Details are as follows:

	No. of equity			Discount/(premium)	Total
Date of issue	securities	Issued to	Issue price	to market price	consideration	Amount spent
30 November 17 – 21 September 18	5,265,893 ordinary shares	Optionholders following the exercise of options	$1.14	0.9% - (2.7%)	$6,003,118	$6,003,118
27 April 18	207,556 ordinary shares	Eligible shareholders under a dividend reinvestment plan	$1.08608	2.5%	$225,427	N/A – Dividends reinvested

The funds raised from the exercise of options totalling $6,003,118 were used for investment purposes in line with the Company’s investment strategy.

Voting exclusion

A voting exclusion statement is included under Resolution 5 in this Notice of Meeting. As at the date of this Notice, the Company has not invited any existing shareholder to participate in an issue of equity securities under Listing Rule 7.1A. Therefore, no existing shareholders will be excluded from voting on Resolution 5.

Resolution 5 is a special resolution. Accordingly, at least 75% of votes cast by shareholders present or by proxy and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed.

The Directors support the additional 10% placement capacity and unanimously recommend that shareholders vote in favour of Resolution 5.

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WAM Active Limited wilsonassetmanagement.com.au Page 8 of 8 Notice of 2018 AGM ABN 49 126 420 719

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All correspondence to:

 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 2:55pm (AEDT) on Sunday 18 November 2018

 To vote online

Step 1: Visit www.votingonline.com.au/wamactiveagm2018

Step 2: Enter your Postcode OR Country of Residence (if outside Australia) Step 3: Enter your Voting Access Code (VAC):

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By smartphone

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Scan QR Code using smartphone QR Reader App

To vote by completing the proxy and question 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 security holder 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 and question form may be obtained by contacting the company’s share registry or you may copy this form.

To appoint a second proxy, you must:

(a) complete two proxy and question forms. On each proxy and question 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.

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

Proxy and question 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 2:55pm (AEDT) on Sunday 18 November 2018. Any proxy and question form received after that time will not be valid for the scheduled meeting.

(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 share registry.

Proxy and question forms may be lodged using the enclosed reply paid envelope or:

• Online www.votingonline.com.au/wamactiveagm2018

• By Fax + 61 2 9290 9655

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

• In Person 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 .

ABN 49 126 420 719

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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 and question form

Step 1 Appoint a proxy

I/We being a member/s of WAM Active 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 shareholder) 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 Annual General Meeting of the Company to be held at The Westin Sydney, 1 Martin Place, Sydney NSW 2000 on Tuesday, 20 November 2018 at 2:55pm (Sydney time) 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.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolution 1 even though Resolution 1 is connected with the remuneration of a member of the key management personnel for WAM Active Limited.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1) . If you wish to appoint

the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

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	Against	Abstain*	Abstain*
Resolution 1 To adopt the Remuneration Report
Resolution 2 To re-elect Mr Geoff Wilson AO as a Director
Resolution 3 To elect Ms Karina Kwan as a Director
Resolution 4 To elect Ms Emma Rugge-Price as	a Director
Resolution 5 Approval of additional 10% placement capacity
Step 3 Signature of Shareholders
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		/	/	2018
Optional question for the Chairman or Auditor

We aim to provide shareholders with the best opportunity to ask questions about the Company and its external audit at the Annual General Meeting. We will seek to respond to as many of the frequently asked questions as possible.