WISETECH GLOBAL LIMITED — AGM Information 2016

Sep 29, 2016

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Notice of Annual General Meeting

Letter from the Chairman

Dear Shareholder

Notice of Annual General Meeting of shareholders of WiseTech Global Limited(“WiseTech” or "Company") ABN 41 065 894 724

Our 2016 Annual General Meeting will be held on Tuesday, 22 November 2016 commencing at 10.00am (Sydney time) at the Wesley Conference Centre, 220 Pitt Street, Sydney.

ITEMS OF BUSINESS

It is my pleasure to invite you to attend the 2016 Annual General Meeting (“AGM”) of WiseTech Global Limited, our first AGM as a listed company. Our AGM will be held in Sydney at 10.00am on Tuesday, 22 November 2016.

This Notice of Meeting outlines the items for shareholders to consider at the meeting. Further explanatory notes are provided for you overleaf.

WiseTech’s 2016 Annual Report is available at http://ir.wisetechglobal.com/investors/?page=Annual-Reports

Our AGM is an opportunity for you to share your views directly with the Board and management and hear from them about the WiseTech’s progress and plans for the future. The meeting will be webcast so that if you cannot attend in person, you can watch and listen to the proceedings online at http://ir.wisetechglobal.com/investors/?page=AGM

1. Financial Statements and Reports

2. To receive and consider the Financial Report for the Company for the year ended 30 June 2016 together with the Directors’ Report and Independent Audit Report.

Shareholders will be asked to consider and, if thought fit, to pass the items of business below, which will be proposed as ordinary resolutions.

1. Adoption of Remuneration Report

2. To adopt the Remuneration Report for the year ended 30 June 2016.

3. Re-election of Director

To re-elect Michael Gregg as a Non-Executive Director, who retires in accordance with the Company’s Constitution and, being eligible, offers himself for re-election.

Items 2 and 3 are both ordinary resolutions and will be passed if more than 50% of the votes cast at the meeting by members entitled to vote, whether on a show of hands or on a poll, are in favour of the resolution.

The proposed items of business should be read in conjunction with the explanatory notes on page 3.

Voting exclusions

If you are not able to attend the meeting in person, but would like to vote on the items of business, you can appoint a proxy to act on your behalf . You may do this by submitting your voting instructions online or by completing and submitting a proxy form in accordance with the instructions set out in the section entitled “Submitting your proxy form”.

Thank you for your support. I look forward to seeing you at the meeting.

Yours sincerely

Charles Gibbon

WiseTech will disregard any votes cast on item 2:

• by or on behalf of a member of the Key Management Personnel (“ KMP ”) whose remuneration details are included in the Remuneration Report for the year ended 30 June 2016 or a closely related party (as defined under the Corporations Act 2001 (Cth)) of such KMP; or

• as a proxy by a member of the KMP or a closely related party of such KMP, unless the vote is cast as proxy for a person who is entitled to vote on item 2 and:

• the vote is cast in accordance with the directions on the proxy form specifying how the proxy is to vote; or

• the vote is cast by the Chairman of the Meeting and the proxy form expressly authorises him to vote as he decides on item 2.

Please read the information under the heading ‘Chairman of the Meeting as proxy’ which deals with the Chairman’s voting of proxies on item 2.

Chairman WiseTech Global Limited

Registered office: WiseTech Global Limited, Unit 3a, 72 O’Riordan Street Alexandria NSW 2015

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How to vote - instructions

Who may vote

The Board has determined that you will be entitled to attend and vote at the meeting if you are a registered shareholder of ordinary shares in the Company as at 10.00am (Sydney time) on Sunday, 20 November 2016. On a show of hands, every shareholder present has one vote. On a poll, shareholders have one vote for every fully paid ordinary share held.

Appointment of proxy

A shareholder who is entitled to vote at the meeting may appoint a proxy to attend and vote at the meeting on their behalf. A proxy does not need to be a WiseTech shareholder.

If a shareholder is entitled to cast two or more votes at the meeting, the shareholder may appoint two proxies to attend the meeting and vote on a poll (but not on a show of hands) and may specify the percentage or number of votes each proxy can exercise. If the proxy form does not specify the percentage or number of the shareholder’s votes that each proxy may exercise, each proxy may exercise half of the shareholder’s votes on a poll (fractions will be disregarded).

Completed proxy forms (and any necessary supporting documents) must be received by WiseTech no later than 10.00am (Sydney time) on Sunday, 20 November 2016.

Submitting your proxy form

You can submit your proxy form in the following ways:

Online by visiting www.linkmarketservices.com.au on your computer or smartphone. Login to the Link website using the details as shown on your 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) as shown on the front of the proxy form or your holding statement).

By post using the envelope provided or by posting it to: WiseTech Global Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

By fax to +61 (0)2 9287 0309

By hand delivery to:

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138

Any proxy form received after 10:00am (Sydney time) on Sunday, 20 November 2016 will not be valid for the meeting.

Chairman of the Meeting as proxy We encourage you to consider directing your proxy how to vote by marking the appropriate box for each item of business on the proxy form. If you appoint the Chairman of the Meeting as your proxy (or the Chairman becomes your proxy by default) and you do not direct your proxy how to vote, then you will be authorising the Chairman of the Meeting to vote as he decides on each item of business (even though item 2 concerns the remuneration of members of the KMP). The Chairman of the Meeting intends to vote, as your proxy, in favour of each of the items of business (where permissible).

If you do not want the Chairman of the Meeting to vote as your proxy in favour of any proposed item of business, you need to direct your proxy to vote against, or to abstain from voting on, the relevant item of business by marking the appropriate box on the proxy form.

If you appoint someone else as your proxy (other than the Chairman of the Meeting) and direct them how to vote, the Chairman must cast those proxy votes on your behalf on a poll if your proxy does not do so.

Other key management personnel as proxy If you appoint a Director (other than the Chairman of the Meeting) or another member of the KMP (or a closely related party of a member of the KMP) as your proxy, you should direct them how to vote on item 2 by marking the appropriate box. If you do not do so, WiseTech will disregard those proxy votes on item 2.

Body corporate representatives A shareholder of the Company who is a body corporate and who is entitled to attend and vote at the meeting, or a proxy who is a body corporate and who is appointed by a shareholder of WiseTech, may appoint a person to act as its representative at the meeting by providing that person with:

• a letter or certificate, executed in accordance with the body corporate's constitution, authorising the person as the representative; or

• a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative.

Power of attorney If a shareholder of the Company has appointed an attorney to attend and vote at the meeting, or if the proxy form is signed by an attorney, the power of attorney (or a certified copy of the power of attorney) must be received by WiseTech or Link Market Services by the voting deadline, unless that document has been previously lodged with WiseTech’s share registry for notation. Powers of attorney may be submitted by post or by hand delivery at the addresses shown above.

By order of the Board

Natasha Davidson, Company Secretary 30 September 2016

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EXPLANATORY NOTES for Items of Business

Item 1 - Financial Statements and reports

During this Item there will be an opportunity for consideration of the Directors’ Report, Financial Statements and independent auditor’s report for the financial year ended 30 June 2016. These reports are set out in WiseTech’s 2016 Annual Report, available at http://ir.wisetechglobal.com/investors/?page=Annual-Reports

Shareholders will be provided the opportunity to ask questions and comment on these reports or about the business operations and management of WiseTech generally. Shareholders also have the right to question the auditor in connection with such matters as the content of the auditor’s report or the conduct of the audit. There will be no formal resolution with respect to this Item.

Item 2 - Adoption of the Remuneration Report

As a newly listed company, the Remuneration Committee has developed a remuneration strategy for FY17 that will support our objective of attracting and retaining talent, fit with WiseTech’s long term goals and align the interests of staff with those of all shareholders. Key senior staff (other than the Executive Directors) will be offered a market competitive Target Total Remuneration (TTR) package from which they can choose the mix of fixed remuneration and long-term incentives (LTI), within defined parameters. For our Executive Key Management Personnel, at least 40% of TTR must be taken as LTI. Consistent with our longer term outlook and strategy, the TTR does not include a short-term incentive component.

The Board has determined that the Executive Directors, Richard White and Maree Isaacs, will not participate in the TTR package offered to other key senior staff. The Board believes that their significant shareholdings in WiseTech already provide sufficient incentive and alignment with the interests of other shareholders. Accordingly, Richard’s FY17 remuneration will comprise fixed pay of $1million. Similarly, Maree will maintain a fixed pay remuneration for FY17.

The Board presents the Remuneration Report to shareholders for consideration and adoption. The Remuneration Report contains information about WiseTech’s remuneration policy and practices, including the remuneration arrangements for Key Management Personnel. The Board is confident that WiseTech’s remuneration policy and practices are in line with corporate governance requirements and support its strategic objectives, which ultimately benefit shareholders of the Company.

Further information is available in the Remuneration Report, (p26 to 33 of WiseTech’s 2016 Annual Report). During this item, shareholders will be given an opportunity to ask questions about, and make comments on, the Remuneration Report.

In accordance with the Corporations Act 2001 (Cth) , shareholders will be asked to vote on the adoption of the Remuneration Report. This vote will be advisory only and will not bind the Directors or WiseTech. However, the Board will take the outcome of the vote and any discussion into consideration when reviewing the remuneration policy for Directors and senior executives.

Directors' recommendation

Each Director recommends shareholders vote in favour of adopting the Remuneration Report. The Chairman of the Meeting intends to vote all available proxies in favour of the adoption of the Remuneration Report.

Voting exclusions apply to this item - see page 1.

Item 3 - Re-election of Director

Michael Gregg was appointed Non-Executive Director of WiseTech in March 2006 and was most recently re-elected by shareholders at the 2015 AGM (prior to WiseTech becoming a listed company).

ASX Listing Rule 14.5 requires WiseTech to hold an election for at least one director of the Company each year. In accordance with Article 47 of WiseTech’s constitution, Michael retires from the Board and seeks re-election as a Director at the Meeting.

Michael Gregg has extensive experience both as a director and as an executive. He currently serves as a director of The Roar Pty Limited, Conversant Media Pty Limited, Playground (XYZ) Holdings Pty Ltd and Jeenee Communications Pty Ltd and is chairman of Community Connections Australia. Previously, Michael was the managing director of Health Communications Network Limited which was an ASX Listed medical software company. Michael also held executive positions in the telecommunications, transport and retail industries.

Michael holds a Bachelor of Science from the University of Sydney and a Master of Business Administration from the Australian Graduate School of Management and is a Graduate of the Australian Institute of Company Directors.

Directors' recommendation

The Board has undertaken a review of Michael’s performance and, with Michael abstaining, unanimously recommends his re-election to the Board.

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Questions from shareholders

We welcome questions from shareholders before and during the meeting. Questions should relate to matters relevant to the business of the meeting, including the financial report, Directors’ Report (including the Remuneration Report) and the auditor’s report, as well as general questions regarding the performance, business or management of WiseTech, and relevant questions to the auditor.

You can ask WiseTech or the auditor a question in the following ways:

• in person at the meeting;

• online through the online voting service at www.linkmarketservices.com.au ; or

• in writing, to the company secretary at WiseTech Global Limited PO Box 6390 Alexandria NSW 2015

Your questions to the auditor (other than questions you ask during the meeting) must be received by no later than Tuesday, 15 November 2016.

We will not be sending individual replies but the Chairman of the Meeting will answer as many of the frequently asked questions as possible at the meeting.

How to get there

The Wesley Conference Centre, 220 Pitt Street, Sydney, NSW 2000

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Contact the shareholder registry

Share Registry

T: +61 1300 554 474

Link Market Services Limited Level 12, 680 George Street Sydney South, NSW 2000

E: registrars@linkmarketservices.com.au

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

ABN 41 065 894 724

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LODGE YOUR VOTE

ONLINE www.linkmarketservices.com.au

BY MAIL  WiseTech Global 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

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PROXY FORM

I/We being a member(s) of WiseTech Global Limited (the Company) and entitled to attend at the Annual General Meeting of the Company and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

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 10:00am on Tuesday, 22 November 2016 at the Wesley Conference Centre, 220 Pitt Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Item 2: 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 your proxy in respect of Item 2, even though the Item is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ) which includes the Chairman of the Meeting.

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

Items of business

For Against Abstain * 2 Adoption of the Remuneration Report

3 Re-election of Director – Michael Gregg

 * 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 votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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

WTC PRX1601C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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.

APPOINTMENT OF PROXY

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 of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

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 Meeting will be voted according to the instructions set out in this Proxy Form, including where the Item is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the 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 voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you 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.

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.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Sunday, 20 November 2016, 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.

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

• 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) as shown on the front of the Proxy Form).

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL



WiseTech Global Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

• +61 2 9287 0309

 BY HAND

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

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.

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

Joint Holding: where the holding is in more than one name, either shareholder may sign.

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 the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.