WCM GLOBAL GROWTH LIMITED — Proxy Solicitation & Information Statement 2020

Oct 13, 2020

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Notice of Meeting and Explanatory Statement

WCM Global Growth Limited ACN 617 281 268

Date: 12 November 2020 Time: 2:00pm Location: The Meeting will be an electronic meeting, held as a virtual meeting at https://agmlive.link/WQG20

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Latest time and date for lodgment of 2:00pm on Tuesday, 10 November 2020 completed Proxy Form Time and date for determining eligibility to 2:00pm on Tuesday, 10 November 2020 vote at Meeting Time and date of Meeting 2:00pm on Thursday, 12 November 2020

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13 October 2020

Dear Shareholder

Attached to this letter is the Notice of Meeting and Explanatory Statement for the 2020 Annual General Meeting ( Meeting ) of WCM Global Growth Limited ( Company ).

The AGM will be held on Thursday, 12 November 2020 at 2:00pm AEST. In light of the restrictions that have been introduced as a result of the global COVID-19 pandemic, the Company has determined that it is prudent for the Meeting to be held online only. The Meeting will be an electronic meeting, held by virtual means at https://agmlive.link/WQG20.

The business of the Meeting will be to:

• receive and consider the Financial Statements, Directors' Report and Auditor's Report of the Company for the year ended 30 June 2020;

• adopt the Remuneration Report;

• re-elect Ms. Valentina Stojanovska as a Non-Executive director;

• re-elect Mr. Paul Rickard as a Non-Executive director; and

• re-elect Mr Martin Switzer as Non-Executive director.

You are urged to consider carefully the Notice of Meeting and Explanatory Statement before determining how you wish to vote on the resolutions.

In terms of voting, Shareholders will be able to vote live and online during the Meeting. The Chairman of the Meeting will open the poll at the beginning of the Meeting and the poll will remain open until the close of the Meeting.

If you cannot attend the Meeting, please complete the enclosed proxy form and return it to the Company's share registry as soon as possible and in any event by no later than 2:00pm on Tuesday, 10 November 2020.

Yours sincerely

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Valentina Stojanovska Chairman

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WCM Global Growth Limited

ACN 617 281 268

NOTICE OF MEETING

Notice is given that a general meeting of the members of WCM Global Growth Limited ( Company ) will be held on Thursday, 12 November 2020 at 2:00pm AEST. The Meeting will be an electronic meeting, will be conducted by virtual means at https://agmlive.link/WQG20.

We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

(a) enter https://agmlive.link/WQG20 into a web browser on a mobile or online device;

(b) your username, which is your Securityholder Reference Number or Holder Identification Number, this is printed on your Proxy Voting Form; and;

(c) your password, which is the postcode registered to your shareholding (overseas shareholders should contact the Company for their password).

Proxyholders will need their proxy code which Link Market Services will provide via an email no later than 24 hours prior to the Meeting. Shareholders who wish to appoint a Proxyholder will also need to provide the Proxyholder’s email address, either on the proxy voting form or by calling the Link Market Services Contact Centre on 1300 554 474.

Information on the business to be considered at the Meeting is contained in the Explanatory Statement, which should be read together with, and forms part of, this Notice of Meeting. The Proxy Form also forms part of this Notice of Meeting.

Please read this Notice of Meeting (Notice ) carefully and attend the Meeting. If you are unable to attend the Meeting but are eligible to vote at it, please consider appointing a proxy to attend on your behalf. You may direct your proxy on how to vote on the Resolutions by marking the appropriate box on the enclosed Proxy Form. Shareholders who intend to appoint the Chairman as proxy (including appointment by default) should have regard to the Voting and Proxy Instructions included in this Notice.

BUSINESS OF THE MEETING

Financial statements and reports

To receive and consider the Financial Statements of the Company for the year ended 30 June 2020, including:

• (a) the Directors' Report; and

• (b) the Auditor's Report.

Resolution 1 – Adoption of Remuneration Report

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

That, pursuant to and in accordance with section 250R(2) of the Corporations Act, the Remuneration Report, as included in the Directors' Report of the Company for the year ended 30 June 2020, be adopted.

Voting Exclusion and Restriction Statement

In accordance with section 250R(4) of the Corporations Act, the Company will disregard any votes cast (in any capacity) in respect of Resolution 1 by or on behalf of:

• a member of the Company’s Key Management Personnel ( KMP ), the details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2020; and

• a Closely Related Party of such a member of KMP.

However, the Company will not disregard a vote cast in respect of Resolution 1 by a member of KMP or a Closely Related Party of such a member of KMP if it is cast as a proxy and:

• it is not cast on behalf of a member of KMP or a Closely Related Party of a member of KMP; and

• either:

• the proxy is appointed in writing and specifies how the proxy is to vote on Resolution 1; or

• the proxy is the chairperson of the Meeting and the appointment of the chairperson as the proxy does not specify the way the proxy is to vote on Resolution 1 and expressly authorises the chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of KMP.

Shareholders who intend to appoint the Chairman as proxy (including appointment by default) should have regard to the Proxy and Voting Instructions included in this document.

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Resolution 2 – Re-election of Non-executive Director – Ms. Valentina Stojanovska

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

That Ms. Valentina Stojanovska, in accordance with the Company's constitution and ASX Listing Rules and being eligible for reelection, be re-elected as a Non-executive Director.

Resolution 3 – Re-election of Non-executive Director – Mr. Paul Rickard

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

That Mr. Paul Rickard, in accordance with the Company's constitution and ASX Listing Rules and being eligible for re-election, be reelected as a Non-executive Director.

Resolution 4 – Re-election of Non-executive Director – Mr. Martin Switzer

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

That Mr. Martin Switzer, in accordance with the Company's constitution and ASX Listing Rules and being eligible for re-election, be re-elected as a Non-executive Director.

By order of the Board

Anthony Rule Company Secretary Dated: 13[th] October 2020

IMPORTANT NOTICES

1. Voting and proxy instructions

1.1 Quorum

The Constitution provides that a quorum for the Meeting is three Shareholders.

1.2 Voting entitlement

For the purposes of the Meeting and in accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the Shareholders entitled to vote at the Meeting will be those persons who are recorded on the Company’s register of Shareholders at 2:00pm on Tuesday, 10 November 2020. Share transfers registered after that time will be disregarded in determining the Shareholders entitled to vote at the Meeting.

On a poll, Shareholders will have one vote for every Share held. Holders of options, if any, are not entitled to vote in respect of those options. In the case of joint holders of Shares, if more than one holder votes at the Meeting, only the vote of the first named of the joint holders in the Company’s register of Shareholders will be counted.

1.3 Majority required for the Resolutions

A Resolution will be passed if more than 50% of the votes validly cast on the Resolution (either in person or by proxy, attorney or corporate representative) are in favour of that Resolution.

1.4 Proxies

• (a) Any Shareholder entitled to attend and vote at the Meeting is entitled to appoint:

• (1) one proxy (if the Shareholder is entitled to one vote); or

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

• (b) The person or persons appointed may, but need not necessarily be, a Shareholder.

• (c) Where two proxies are appointed, each proxy should be appointed to represent a specified portion or number of the Shareholder’s voting rights (failing which each appointee will be entitled to cast half the Shareholder’s votes, in which case any fraction of votes will be disregarded).

• (d) Where a Shareholder appoints two proxies, on a show of hands, neither proxy may vote if more than one proxy attends and, on a poll, each proxy may only exercise votes in respect of those Shares or voting rights the proxy represents.

• (e) The Proxy Form must be signed by the Shareholder (or, in the case of a joint holding, by each joint holder) or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

• (f) If a Proxy Form is signed under a power of attorney on behalf of a Shareholder, then either the original power of attorney, or a certified copy of it, must be lodged with the Proxy Form (before the deadline for appointment of proxies), unless the power of attorney has already been sighted by the Company or its share registrar.

• (g) A proxy may decide whether or not to vote on any item of business or other motion at the Meeting, except where the proxy is required by law or the Constitution to vote or abstain from voting in their capacity as proxy. If the proxy’s appointment directs the proxy how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If the proxy’s appointment does not direct the proxy how to vote on an item of business or any other motion at the Meeting, the proxy may vote as he or she thinks fit on that item or motion.

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• (h) If the same person (such as the Chairman) is appointed as proxy for two or more Shareholders and those Shareholders have specified different ways for the proxy to vote on an item of business, then the proxy is not entitled to vote (as proxy) on a show of hands on that item.

• (i) The appointment of one or more proxies will not preclude a Shareholder from attending the Meeting and voting personally. If the Shareholder votes on a Resolution, the proxy or proxies must not vote as the Shareholder’s proxy on that Resolution.

• (j) Proxies may be appointed using the enclosed Proxy Form. Detailed instructions for appointing a proxy are provided on the back of the Proxy Form.

• (k) Proxy appointments (and any necessary supporting document) must be received by the Company no later than 48 hours before the commencement of the Meeting (i.e. by 2:00pm on Tuesday, 10 November 2020) . Proxies received after this deadline will not be effective for the Meeting.

• (l) Proxy appointments may be lodged in any of the following ways:

Lodgment with the Company’s share registrar WCM Global Growth Limited By mail C/-Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia By facsimile Link Market Services Limited +61 9287 0309 By visiting www.linkmarketservices.com.au and following the instructions By online voting and information provided on the enclosed proxy form

1.5 Appointment of corporate representatives

A body corporate that is a Shareholder and is entitled to attend and vote at the Meeting, or that has been appointed as proxy of a Shareholder entitled to attend and vote at the Meeting, may appoint an individual to act as its representative at the Meeting. The appointment must comply with section 250D of the Corporations Act. The representative must bring to the Meeting adequate evidence of his/ her appointment, including any authority under which the appointment is signed, unless that evidence has previously been provided to the Company’s share registrar.

1.6 Appointing the Chairman as your proxy

The Proxy Form accompanying this Notice of Meeting contains detailed instructions regarding how to complete the Proxy Form if a Shareholder wishes to appoint the Chairman as the Shareholder’s proxy. You should read those instructions carefully.

The Chairman intends to exercise all available proxies by voting in favour of the Resolutions on the Notice of Meeting.

If you do not wish to give the Chairman such a directed proxy, you should ensure that a box other than the ‘For’ box is clearly marked in relation to the Resolutions on the Proxy Form.

1.7

Undirected proxies

If you return your Proxy Form but do not nominate a proxy, the Chairman will be your proxy and will vote on your behalf as you direct on the Proxy Form. If your nominated representative does not attend the Meeting, then your proxy will revert to the Chairman and the Chairman will vote on your behalf as you direct on the Proxy Form.

If a proxy is not directed how to vote on the Resolutions, the proxy (including, if applicable, the Chairman) may vote, or abstain from voting, as he/she thinks fit.

If you appoint the Chairman as your proxy (including appointment by default) and do not direct the Chairman how to vote on the Resolutions, the Chairman will vote your proxy in favour of the Resolutions even if the Chairman has an interest in the outcome of the Resolutions and votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

1.8

Questions and comments from shareholders

In accordance with the Corporations Act, a reasonable opportunity will be given to Shareholders – as a whole - to ask questions about, or make comments on, the management of the Company at the meeting.

Similarly, a reasonable opportunity will be given to Shareholders – as a whole – to ask the Company's external auditor, Ernst & Young, questions relevant to:

• the conduct of the audit;

• the preparation and content of the Auditor's Report;

• the accounting policies adopted by the Company in relation to the preparation of its financial statements; and

• the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit written questions to the Company or to Ernst & Young via the Company (if the question is relevant to the content of the Audit Report or the conduct of its audit of the Company's Financial Report for the year ended 30 June 2020) in advance of the Meeting. Questions may be submitted:

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• by mail to the Company Secretary, WCM Global Growth Limited, Level 6, 10 Spring Street, Sydney NSW 2000; or

• by email to arule@contango.com.au,

and must be submitted no later than 5 Business Days before the Annual General Meeting.

Questions should relate to matters that are relevant to the business of the meeting, as outlined in the Notice and the enclosed Explanatory Statement. A list of the written questions will be made available to Shareholders attending the AGM.

Questions will be collated, and, during the meeting, the Chairman will seek to address as many of the more frequently raised topics as possible and, where appropriate, will give a representative of the Company's auditor, Ernst & Young, the opportunity to answer, or to table answers to, written questions submitted to the auditor. If written answers are tabled at the AGM, they will be made available to Shareholders (on the Company's website) as soon as practicable after the AGM.

If there is not sufficient time available at the meeting to address all topics raised, the Company will endeavour to provide a subsequent written answer to each question submitted. The Company cannot guarantee that an individual response will be sent to each Shareholder.

1.9 Electronic Annual Reports

In accordance with the Corporations Act, and in the interests of maximum efficiency and reducing costs, the Company is providing printed copies of its 2020 Annual Report only to those Shareholders who have specifically made this request. For all other Shareholders, an - electronic copy of the Company's 2020 Annual Report is available to access and download from https://go.contango.com.au/annual report-wqg.

WCM Global Growth Limited

ACN 617 281 268

EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared to assist Shareholders in understanding the business of the Meeting and the Resolutions set out in the Notice of Meeting.

This Explanatory Statement accompanies and forms part of the Notice of Meeting and should be read by Shareholders in conjunction with the Notice of Meeting.

The Directors recommend that Shareholders read this Explanatory Statement before making any decisions in relation to the Resolutions. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser.

A number of terms used in this document are defined in the Glossary in section 4 of this Explanatory Statement.

This Explanatory Statement is dated 13[th] October 2020.

2. PURPOSE OF THE MEETING

The business of the Meeting is to:

• (a) receive and consider the Financial Statements, Directors’ Report and Auditor’s Report of the Company for the year ended 30 June 2020;

• (b) approve the Resolutions required for the Company to:

• adopt the Remuneration Report (as included in the Directors’ Report);

• re-elect Ms. Valentina Stojanovska as a Non-Executive Director;

• re-elect Mr. Paul Rickard as a Non-Executive Director; and

• re-elect Mr Switzer as a Non-Executive Director.

2.1 Financial Statements and Reports

The Financial Statements, Directors' Report and Auditor's Report of the Company for the year ended 30 June 2020 form part of the Company's 2020 Annual Report. The Company's 2020 Annual Report, including the Remuneration Report, is available to access and download from https://go.contango.com.au/annual-report-wqg.

Shareholders who have requested a printed copy of the Company's 2020 Annual Report will receive a copy by post. If you would like to receive a printed copy of the Company's 2020 Annual Report free of charge, you can contact the Company's share registry on 1300 850 505.

There is no requirement for Shareholders to approve the Financial Statements, Directors' Report and Auditor's Report. Therefore, Shareholders will not be asked to vote on this item of business.

During the discussion of this item, Shareholders will be given a reasonable opportunity to ask questions about, and make comments on,

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those reports and on the business, operations and management of the Company generally.

A representative of the Company's auditor, Ernst & Young, will be present at the meeting. During this item, Shareholders will also be given a reasonable opportunity to ask the Ernst & Young representative questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. Shareholders may also submit a written question via the Company to Ernst & Young if the question is relevant to the content of the auditor's report for the financial year ended 30 June 2020 or the conduct of the audit of the financial report for that year.

Written questions for the auditor must be received by the Company by no later than 5 Business Days before the date of the Meeting. During this item, Ernst & Young will be given the opportunity to answer, or to table written answers to, any relevant written questions received by that date.

Shareholders are also invited to submit written questions to the Company in advance of the Meeting. Where appropriate, and practical to do so, the Company will provide answers to any such written questions at the Meeting.

• 2.2 Adoption of Remuneration Report – Resolution 1

The Directors’ Report for the year ended 30 June 2020 contains a Remuneration Report which sets out the policies of the Company for, and applicable to, the remuneration of its officers and senior employees.

The contents of the Remuneration Report include (among other things):

• discussion of the Board's policy in relation to the nature and level of remuneration of the KMP of the Company;

• if applicable, information about the performance conditions applicable to the incentive components of the remuneration of certain senior executives; and

• the required details of the remuneration provided to the KMP (including the executive and non-executive directors) of the Company for the year ended 30 June 2020.

While the Corporations Act (section 250R(2)) requires a listed company put a resolution to its members at its annual general meeting that its Remuneration Report be adopted, the Corporations Act expressly provides that the vote on any such resolution is advisory only and does not bind the directors or the Company. However, under the Corporations Act, if at least 25% of the votes cast on Resolution 1 at the Meeting are against adoption of the Remuneration Report, then:

• if comments are made on the Remuneration Report at the Meeting, the Company's next Remuneration Report for the financial year ending 30 June 2021 will be required to include an explanation of the Board's proposed action in response or, if no action is proposed, the Board's reasons for this; and

• if subsequently, at the Company's 2021 annual general meeting, at least 25% of the votes cast on the resolution for adoption of the Remuneration Report for that financial year are against its adoption, the Company will be required to put to Shareholders a resolution proposing that a general meeting ( Spill Meeting ) be called to consider the re-election of all directors of the Company ( Spill Resolution ). The Spill Meeting must be held within 90 days of the date of the 2021 annual general meeting. For any Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than any managing director) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

The Remuneration Report forms part of the Directors' Report for the year ended 30 June 2020 and is made in accordance with a unanimous resolution of the Directors. While noting that each Director has a personal interest in their remuneration, as described in the Remuneration Report, the Board unanimously recommends that the Shareholders vote in favour of adopting the Remuneration Report.

Shareholders attending the Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

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

• 2.3 Appointment of Non-Executive Director – Ms. Valentina Stojanovska– Resolution 2

As required by the Company’s Constitution and the ASX Listing Rules, Ms. Valentina Stojanovska retires by rotation, and being eligible, offers herself for re-election.

Information about Ms. Valentina Stojanovska

Valentina Stojanovska B.A, LLB, LLM, GAICD

Term : Director since 26 April 2017 and re-elected 13 November 2017

Independent : Yes

Skills and experience : Valentina has more than 20 years’ experience as a corporate, commercial and tax lawyer advising funds, listed investment companies, financial institutions, responsible entities and ratings agencies, as well as national and multinational (outbound/inbound) corporates, across a diverse range of industries, including mining, finance, airlines, retail and manufacturing, property and construction, equity and capital markets and private equity.

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Valentina has held senior positions at KPMG, Phillips Fox, Corrs and Minter Ellison, and has worked in-house at Multiplex and Chartered Accountants Australia and New Zealand, including as General Counsel.

Valentina has a Bachelor of Law/Arts (LLB/BA) and a Master of Laws (LLM) from the University of Melbourne, is a Graduate of the Australian Institute of Company Directors (AICD), has completed the Leadership Program – Mount Eliza, Melbourne Business School and is a Chartered Tax Advisor (CTA) – The Tax Institute.

Other directorships/offices : Valentina is a Consultant at Sparke Helmore and is Chair of the firm’s Sports and Entertainment Law practice. She is also the Principal of Black Book Legal. She is admitted as a Solicitor and Barrister in Australia.

Valentina is Chairman of The Charlie Teo Foundation and the Managing Director of Black Book Management Pty Ltd. She is also an Executive Patron of the Taronga Zoo and on the Ambassador Board at The Australian Ballet.

Other responsibilities : Member of Audit and Risk Committee

The Board (with Ms. Stojanovska abstaining because of her interest) recommends that Shareholders vote in favour of Resolution 2.

2.4 Appointment of Non-Executive Director – Mr. Paul Rickard– Resolution 3

As required by the Company’s Constitution and the ASX Listing Rules, Mr Paul Rickard retires by rotation, and being eligible, offers himself for re-election.

Information about Mr. Paul Rickard

Paul Rickard BSC, DIPFP, MSAFAA

Term : Director since 21 April 2017 and re-elected 13 November 2017

Independent : Yes

Skills and Experience : Paul was the founding Managing Director of CommSec, which he led from 1994 through to 2002, and was chairman until 2009. In 2005, Paul was named ‘Stockbroker of the Year’ and admitted to the Industry Hall of Fame of the Australian Stockbrokers Foundation.

After a 20 year career with the Commonwealth Bank, finishing in the role as Executive General Manager Payments & Business Technology, Paul left in 2009 to team up with Peter Switzer and founded the “Switzer Super Report’’, a subscription based newsletter for the trustees of self-managed super funds. An expert in investment and superannuation, he is a regular commentator on TV, radio and online, and overseas editorial development at Switzer Financial Group.

Paul has a Bachelor of Science from the University of Sydney, 1982 and a Diploma of Financial Planning from the RMIT University, 1994.

Other directorships/offices : Paul is also a Non-Executive Director of Tyro Payments Ltd, Switzer Financial Group Pty Limited and Russh Media Pty Limited.

Other Responsibilities: Member of Audit and Risk Committee

The Board (with Mr. Rickard abstaining because of his interest) recommends that Shareholders vote in favour of Resolution 3.

2.5 Appointment of Non-Executive Director – Mr. Martin Switzer– Resolution 4

As required by the Company’s Constitution and the ASX Listing Rules, Mr Martin Switzer retires by rotation, and being eligible, offers himself for re-election.

Information about Mr. Martin Switzer

Martin Switzer B.Econ

Term : Director since 21 April 2017 and re-elected 13 November 2017

Independent : No

Skills and Experience : Martin is Chief Executive Officer of Contango Asset Management Limited (CAML), the parent entity of the Investment Manager, and has held this position since 27 October 2017. Prior to that he was a director of CAML and held that position since 25 August 2016.

Before his appointment as Chief Executive Officer of CAML, Martin was previously Chief Operating Officer of Switzer Financial Group, a content and financial services business. He has been a host on the Sky News Business channel, as well as a consultant to the Australian Defence Force Financial Services Consumer Centre.

Martin has a Bachelor of Economics from the University of Sydney.

Other directorships/offices : Martin is also Non-Executive Director of Contango Income Generator Limited and a Director of Switzer Asset Management Limited

Other Responsibilities: Member of Audit and Risk Committee

The Board (with Mr. Switzer abstaining because of his interest) recommends that Shareholders vote in favour of Resolution 4.

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3. FURTHER INFORMATION

3.1 No other material information

Except as set out in this Explanatory Statement, in the opinion of the Directors, there is no other information that is reasonably required by Shareholders in order to decide whether or not it is in the Company’s interests to pass the Resolutions, and is known to the Company or any of its Directors.

3.2 Authorisation

The Notice of Meeting and this Explanatory Statement have been approved by a resolution passed by the Directors.

3.3 Responsibility

The Notice of Meeting and this Explanatory Statement have been prepared by the Company under the direction and oversight of the Directors.

3.4 Forward-looking statements

Some of the statements appearing in this Explanatory Statement may be in the nature of forward-looking statements. Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement and those deviations are both normal and to be expected.

None of the Company, any of its officers or any person named in this Explanatory Statement or involved in its preparation 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, and you are cautioned not to place undue reliance on those statements.

The forward-looking statements in this Explanatory Statement reflect views held only at the date of this document. The Company has no obligation to disseminate, after the date of this Explanatory Statement, any updates or revisions to those statements to reflect any change in expectations in relation to those statements, or any change in events, conditions or circumstances on which those statements are based, unless it is required under the Corporations Act to update or correct this document or to do so pursuant to its continuous disclosure obligations under the ASX Listing Rules and/or the Corporations Act.

3.5 Times

All times referred to in the Notice of Meeting and this Explanatory Statement are Australian Eastern Daylight Time .

4. GLOSSARY

In this Explanatory Statement, unless the context otherwise requires, the following terms will have the following meanings:

ASX means, as the case requires, ASX Limited ACN 008 624 691 or the Australian Securities Exchange operated by ASX Limited.

ASX Listing Rules means the listing rules of ASX.

Board means the board of directors of the Company.

Chairman means the chairman of the Meeting.

Company means WCM Global Growth Limited ACN 617 281 268.

Constitution means the constitution of the Company as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.

Directors means the directors of the Company.

Explanatory Statement means this explanatory statement (as amended or supplemented from time to time) annexed to and forming part of the Notice of Meeting.

KMP/ Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Meeting means the annual general meeting of Shareholders to be held on Thursday, 12 November 2020 at 2:00pm at, held as a virtual meeting at https://agmlive.link/WQG20.

Notice of Meeting or Notice means the notice of meeting convening the Meeting.

Resolutions means the resolutions set out in the Notice of Meeting, an explanation of which is set out in this Explanatory Statement, and Resolution means any one of the Resolutions.

Shareholders means holders of Shares and Shareholder means any one of those Shareholders.

Shares means the fully paid ordinary shares in the capital of the Company and Share means any one of those Shares.

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WCM Global Growth Limited ABN: 69 617 281 268

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  WCM Global Growth Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

• ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of WCM Global Growth Limited (the Company ) and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting. or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (AEDT) on Thursday, 12 November 2020 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/WQG20 (refer to details in the Virtual Meeting Online Guide). Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 Adoption of Remuneration Report

2 Re-election of Non-executive Director – Ms. Valentina Stojanovska

3 Re-election of Non-executive Director – Mr. Paul Rickard

• 4 Re-election of Non-executive Director – Mr. Martin Switzer

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• • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

WQG PRX2001N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (AEDT) on Tuesday, 10 November 2020, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the BY MAIL  Meeting will be voted according to the instructions set out in this Proxy WCM Global Growth Limited Form, including where the Resolution is connected directly or indirectly C/- Link Market Services Limited with the remuneration of KMP. Locked Bag A14 VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Sydney South NSW 1235 You may direct your proxy how to vote by placing a mark in one of the Australia boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of  BY FAX voting rights are to be voted on any item by inserting the percentage or +61 2 9287 0309 number of shares you wish to vote in the appropriate box or boxes. If you BY HAND do not mark any of the boxes on the items of business, your proxy may  vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. 1A Homebush Bay Drive Rhodes NSW 2138 APPOINTMENT OF A SECOND PROXY You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

BY MAIL  Meeting will be voted according to the instructions set out in this Proxy WCM Global Growth Limited Form, including where the Resolution is connected directly or indirectly C/- Link Market Services Limited with the remuneration of KMP. Locked Bag A14 VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Sydney South NSW 1235 You may direct your proxy how to vote by placing a mark in one of the Australia boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of  BY FAX voting rights are to be voted on any item by inserting the percentage or +61 2 9287 0309 number of shares you wish to vote in the appropriate box or boxes. If you BY HAND do not mark any of the boxes on the items of business, your proxy may  vote as he or she chooses. If you mark more than one box on an item your delivering it to Link Market Services Limited* vote on that item will be invalid. 1A Homebush Bay Drive Rhodes NSW 2138

• During business hours (Monday to Friday, 9:00am–5:00pm)

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.