WISEWAY GROUP LIMITED — AGM Information 2020

Oct 22, 2020

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NOTICE OF ANNUAL GENERAL MEETING

AND EXPLANATORY NOTES

	WISEWAY GROUP LIMITED
	ASX: WWG
ACN	624 909 682
DATE	TUESDAY 24THNOVEMBER 2020
TIME	11:00AM (AEDT TIME)
VENUE	OFFICES OF KPMG
	TOWER THREE, INTERNATIONAL TOWERS SYDNEY
	LEVEL 38, 300 BARANGAROO AVENUE
	SYDNEY NSW 2000

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

ITEMS OF BUSINESS

Notice is hereby given that the Annual General Meeting ( AGM ) of Shareholders of Wiseway Group Limited ACN 624 909 682 ( Wiseway or Company ) will be held at Offices of KPMG, Tower Three – International Towers Sydney, Level 38, 300 Barangaroo Avenue, Sydney NSW 2000 on Tuesday, 24 November 2020, at 11:00am (AEDT) (Meeting).

Registration will commence at 10:30am (AEDT).

The Explanatory Notes to this Notice provide additional information on the matters to be considered at the Meeting. The Explanatory Notes and the Proxy Form part of this notice.

BUSINESS OF THE MEETING

Shareholders are invited to consider the following items of business at the AGM:

ITEM 1: FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2020.

ITEM 2: REMUNERATION REPORT

To consider and, if thought fit, to pass the following resolution as a non-binding resolution:

“ To adopt the Remuneration Report, as set out in the Director’s Report for the Company and its controlled entities for the financial year ended 30 June 2020. ”

Notes:

• I. In accordance with section 250R of the Corporations Act 2001 (Cth) , the vote on this resolution will be advisory only and will not bind the Directors or the Company.

• II. A voting exclusion statement applies to this resolution (see Explanatory Notes of details).

ITEM 3: ELECTION OF LIN XU

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

“ That Lin Xu, who retires in accordance with clause 20.6 of the Company’s Constitution, be elected a Director of the Company. ”

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

ITEM 4: RATIFICATION OF APPOINTMENT OF AUDITOR

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

“ That, in accordance with section 327B(1)(a) of the Corporations Act 2001 (Cth) and for all other purposes, KPMG having been nominated by a shareholder and consented in writing to act in the capacity of Auditor, be appointed as the Auditor of Wiseway Group Limited.”

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

INFORMATION FOR SHAREHOLDERS

AGM Details

Date Tuesday 24[th] November 2020

Time 10:30am – Registration 11:00am – AGM – Wiseway Group Limited Venue Offices Of KPMG Tower Three, International Towers Sydney Level 38, 300 Barangaroo Avenue Sydney NSW 2000

RSVP In order to manage COVID-19 restrictions, please advise your shareholder number and names of the attending by 5:00pm on Friday, 20 November 2020 by email to admin@wiseway.com.au

Important Dates

Voting Entitlement Date:	07:00PM, AEDT on Friday 20 November 2020
Deadline for return of Proxy Forms:	11:00AM, AEDT on Sunday 22 November 2020
Date and time of Meeting:	11:00AM, AEDT on Tuesday 24 November 2020

Meeting Procedure

The Meeting will be conducted by the Chair, subject to the discretion of the Chair to adjourn or reconvene the Meeting. Each resolution will be voted on separately.

Annual Report

Copies of the Company’s full Annual Report may be accessed at our website www.wiseway.com.au under the “Investors” tab.

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

Entitlement to Vote

The Directors have determined pursuant to regulation 7.11 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 7.00 PM (AEST) on Friday, 20 November 2020 ( Entitlement Time ).

Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the Meeting.

Voting Options and Proxies

Voting in Person

If you are proposing to attend the Meeting and vote, there is no need for you to take any further action at this time.

Voting by Proxy

A Shareholder who is entitled to attend and vote at this Meeting is entitled to appoint not more than two proxies to attend and vote on that shareholder’s behalf. A proxy need not be a Shareholder of the Company.

A Shareholder who is entitled to cast two or more votes may appoint more than two proxies to attend and vote at the AGM. If you appoint two proxies, you may specify the proportion or number of votes each proxy is appointed to exercise. If no such proportion is specified, each proxy can exercise half of the shareholder’s voting rights.

If the appointment of a proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. However, unless the proxy is required by law to vote, the proxy may decide not to vote on that item. All directed proxies that are not voted on a poll at the AGM will automatically default to the Chair, who is required to vote the proxies as directed. Any undirected proxies on a given resolution may be voted on by the appointed proxy as they choose, subject to voting exclusions as described previously. The Chair intends to vote undirected proxies in favour of each resolution.

In the case of shares jointly held by two or more persons, any joint holder may appoint a proxy but if more than one is present at the Meeting (either in person, or by proxy or attorney or representative) the joint holder whose name appears first in the Company’s share register shall alone be entitled to vote in respect of those shares.

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

Shareholders who wish to appoint a proxy may do so by returning a completed Proxy Form in addition to the power of attorney or other authority (if any) under which it is signed (or a certified copy) to the Company through its share registry.

Lodging a Proxy

To be effective, the Proxy form must be completed, signed and lodged (together with the relevant original power of attorney or a certified copy if the proxy is signed by an attorney) with the Company’s share registry, as an original or by facsimile, no later than 11.00am (AEST) on Sunday 22 November 2020 ( Proxy Deadline ).

Proxy forms may be submitted in one of the following ways:

• I. By mail to Link Market Services using the reply-paid envelope. Please allow sufficient time so that it reaches Link Market Services Limited by the Proxy Deadline;

• II. By fax to Link Market Services Limited on +61 2 9287 0309;

• III. Online via the Company’s Share Registry website at www.linkmarketservices.coma.au. Please refer to the Proxy Form for more information; or

• IV. By hand delivery to Link Market Services Limited at 1A Homebush Bay Drive, Rhodes NSW 2138

Proxy Forms and Powers of Attorney must be received by the Proxy Deadline.

Corporate Representatives

Where a shareholding is registered in the name of a corporation, the corporate Shareholder may appoint a person to act as its representative to attend the Meeting by providing that person with:

• I. A letter or certificate authorising him or her as the corporation’s representative, executed in accordance with the corporation’s constitution; or

• II. A copy of the resolution appointing the representative, certified by a secretary or director of the corporation.

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

Communication Preference

We encourage you to receive all your shareholder communication via email (ie. Dividend Statements, Annual Reports, Notice of Meetings, etc). This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

You can update your communication preferences and elect to receive all communications electronically via Link’s website – www.linkmarketservices.com.au

BY ORDER OF THE BOARD

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Florence Tong

Managing Director & Company Secretary

22 October 2020

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

EXPLANATORY NOTES

ITEM 1: FINANCIAL STATEMENTS AND REPORTS

As required by section 137 of the Corporations Act the Financial Report, Directors’ Report and Auditor’s Report of the Company for the most recent financial year will be presented at the Meeting. The Financial Report contains the financial statements of Wiseway Group Limited and its subsidiaries.

There is no requirement for a formal resolution of this Item.

The Chair of the Meeting will allow a reasonable opportunity at the Meeting for Shareholders to ask questions about or comment on the management of the Company. Shareholders will also be given a reasonable opportunity at the Meeting to ask the Company’s auditor, KPMG, questions about the Auditor’s Report, the conduct of its audit of the Company’s Financial Report for the financial year ended 30 June 2020, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of KPMG in relation to the conduct of the audit.

ITEM 2: REMUNERATION REPORT

In accordance with section 300A of the Corporations Act the Company has prepared a Remuneration Report for the consideration of Shareholders. The Remuneration Report is included in the Company’s Annual Report for the year ended 30 June 2020.

The Remuneration Report outlines Wiseway’s remuneration strategy and objectives and provides details of Board and Key Management Personnel (KMP) remuneration received during the year.

Wiseway’s remuneration strategy is designed to support and drive the achievement of the group’s business strategy. It aims to ensure that remuneration outcomes are linked to the group’s performance and aligned with shareholder outcomes.

The Board regularly reviews the remuneration framework against the evolving business strategy and in the context of the commercial environment to ensure that it remains effective in achieving alignment with shareholder outcome, employee motivation and the balance between short- and long-term performance.

In FY20, the executive remuneration framework comprised a mix of fixed annual remuneration, and short- and long-term performance incentives. The group aims to reward executives with a mix of remuneration that is appropriate to their position and responsibilities, whilst being market competitive.

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

As provided by section 250R(3) of the Corporations Act, the resolution of this item of business is advisory only and does not bind the Board of the Company. However, Wiseway values shareholder feedback and the Board will take into account the outcome of the vote when considering future remuneration policies.

Voting Exclusions

Wiseway will disregard any votes cast in favour of this resolution:

• by or on behalf of KMP named in the Remuneration Report for the year ended 30 June 2020, or that KMP’s closely related party; or

• as a proxy by a member of the KMP at the date of the Meeting, or that KMP’s closely related party,

unless the vote is cast as a proxy for a person who is entitled to vote on this resolution:

• in accordance with the directions of how to vote as set out in the Proxy Form; or

• by the Chairman pursuant to an express authorization in the Proxy Form.

Directors’ Recommendation

• The Board unanimously recommends that shareholders vote in favour of adapting the Remuneration Report.

• The Chairman of the AGM intends on voting all available proxies in favour of this resolution.

ITEM 3: ELECTION OF LIN XU

As announced to the ASX on 1 November 2019, Ms Xu was appointed as a non-executive Director of the Company to fill a casual vacancy effective 1 November 2019. Clause 20.6 of the Constitution and ASX Listing Rule 14.4 states that any Director appointed to fill a casual vacancy holds office until the conclusion of the next annual general meeting but is eligible for election at that annual general meeting.

In accordance with this requirement, Ms Xu now retires from the Board and offers herself for election. Ms Xu’s relevant skills and experience are summarised below.

Ms Xu has more than five years’ experience in cross border e-commerce. She has overseen the recruitment of a broad network of sales channels, formulated operating models and fostered relationships with a range of key suppliers. Ms Xu’s experience includes e- commerce and e-marketing initiatives that have strongly contributed to the sales performance of several publicly listed companies. Ms Xu is currently Sales Director at AZ Global.

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

Having had regard to the ASX Corporate Governance Principles and Recommendations (3[rd] edition) (ASX Principles), the Board considers Ms Xu to be a non-executive director.

Directors’ Recommendation

• The Board unanimously (other than Ms Xu who makes no recommendation) supports the election of Ms Xu and recommends that Shareholders vote in favour of this resolution.

• The Chairman of the AGM intends on voting all available proxies in favour of this resolution.

ITEM 4: RATIFICATION OF APPOINTMENT OF AUDITOR

KPMG has been auditor of the Company since its incorporation in March 2018.

Under section 327A(2) of the Corporations Act, KPMG holds office until the Company’s first annual general meeting, being the meeting held on 20[th] November 2019. Due to an oversight, the Company did not include a resolution for shareholders to appoint KPMG at the meeting.

KPMG has given, and has not withdrawn, its consent to act as external auditor of the Company.

The Company now seeks Shareholder approval for the appointment of KPMG as auditor of the Company in accordance with section 327B of the Corporations Act.

In accordance with section 328B(1) of the Act, notice in writing nominating KPMG as auditor has been given to the Company by a Shareholder. A copy of this notice is contained in Attachment A to this Notice of Meeting.

Directors’ Recommendation

• The Board unanimously recommends that Shareholders vote in favour of this resolution.

• The Chairman of the AGM intends on voting all available proxies in favour of this resolution.

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

QUESTIONS FROM SHAREHOLDERS

We welcome questions from shareholders before and during the AGM. 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 Wiseway, and the relevant questions to the auditor.

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

• In person at the AGM;

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

• In writing, to the Company Secretary at Wiseway Group Limited

• 39 Warren Avenue

Bankstown NSW 2200

Your questions to the auditor (other than questions you ask during the AGM) must be received by no later than Friday 20 November 2020.

We will not be sending individual replies, but the Chair of the AGM will answer as many of the frequently asked questions as possible at the AGM.

SHARE REGISTRY

Link Market Services Limited

Level 12, 680 George Street Sydney South, NSW 2000

Contact

T: +61 1300 554 474

• E: registrars@linkmarketservices.com.au

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

Attachment A

Notice of Nomination of Auditor of Wiseway Group Limited

9[th] October 2020

Michael Hughes, Chairman

Dear Mr Hughes,

NOMINATION OF KPMG AS AUDITOR OF WISEWAY GROUP LIMITED (ACN 627 909 682)

I, Roger Shigang Tong, being a shareholder of Wiseway Group Limited, nominate KPMG for the appointment as auditor of Wiseway Group Limited at its 2020 Annual General Meeting. I consent to the distribution of a copy of this notice of nomination as an attachment of the Notice of Meeting and Explanatory Memorandum for the 2020 Annual General Meeting of Wiseway Group Limited as required by section 327B(3) of the Corporations Act 2001(Cth).

Yours sincerely,

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Roger Shigang Tong

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Wiseway Group (ASX: WWG) |Annual General Meeting 24 November 2020 Notice of Meeting and Explanatory Notes

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ACN 624 909 682

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Wiseway Group 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: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Wiseway Group Limited and entitled to attend 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 11:00am (AEDT) on Tuesday, 24 November 2020 at the Offices of KPMG, Tower Three, International Towers Sydney, Level 38, 300 Barangaroo Avenue, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolution 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 the proxy in respect of Resolution 2, even though the Resolution is 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 * 2 REMUNERATION REPORT

• 3 ELECTION OF LIN XU

• 4 RATIFICATION OF APPOINTMENT OF AUDITOR

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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 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).

WWG PRX2001C

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 11:00am (AEDT) on Sunday, 22 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 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 MOBILE DEVICE Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form, including where the Resolution is connected directly or indirectly for voting online. You can now lodge with the remuneration of KMP. your proxy by scanning the QR code VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT adjacent or enter the voting link www.linkmarketservices.com.au You may direct your proxy how to vote by placing a mark in one of the your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. 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. BY MAIL  Wiseway Group Limited APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 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 Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must:  BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of  BY HAND votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and 1A Homebush Bay Drive (b) return both forms together. 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. Joint Holding: where the holding is in more than one name, either shareholder may sign.

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.

delivering it to Link Market Services Limited* 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 the appropriate “Certificate of Appointment of Corporate Representative” must 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.