Excelsior Capital : Notice of Extraordinary General Meeting/Proxy FormOpens in a new Window

Excelsior Capital Limited

ABN 98 050 542 553

Meeting Documentation

Notice of Extraordinary General Meeting and

Explanatory Statement

Date of Meeting:

Friday, 19 March 2021

Time of Meeting: 11am (Sydney time)

Method of Meeting:

Virtual Meeting Only

Table of Contents

Notice of Extraordinary General Meeting ----------------------------------------------------------------- 3

Instructions on how to vote online------------------------------------------------------------------------ 3

Agenda:

A. Resolution ------------------------------------------------------------------------------------------------ 3

1 Request to modify the Constitution of the Company --------------------------------------------- 3

B. Explanatory Memorandum ------------------------------------------------------------------------------ 6

1 Request to modify the Constitution of the Company -------------------------------------------- 6

Glossary of Terms--------------------------------------------------------------------------------------------8

C. Annexures:

Annexure One - Requisition Request Notice ------------------------------------------------------------9

Annexure Two - Members Statement--------------------------------------------------------------------11

Notice of Extraordinary General Meeting

Excelsior Capital Limited ABN 98 050 542 553

Notice is given that an Extraordinary General Meeting (EGM) of Excelsior Capital Limited ("ECL" or the "Company") will be held at 11.00am (Sydney time) on Friday, 19 March 2021 via a virtual meeting using an online platform provided by Link Share Registry Services.

The online platform will allow shareholders to view the meeting, and vote and submit questions. Instructions on how to do so are included in the Notice of Meeting and further details are published in a user guide on ECL's webpage athttp://www.cmilimited.com.au/Investor-Centre/.

Lodging a proxy or direct proxy vote in advance of the meeting can be done online atwww.linkmarketservices.com.au.Instructions on how to vote or appoint a proxy are detailed on the back of the Proxy Form. Proxies must be received no later than 11.00am (Sydney time) on Wednesday, 17 March 2021 to be valid for the EGM. Proxy votes may be lodged on online or proxy form returned by mail in the enclosed reply-paid envelope or by fax on [phone]

AGENDA

A. RESOLUTION

1

Request to modify the Constitution of the Company

To consider and, if thought fit, to pass with or without amendment, the following as a Special Resolution:

' That, for the purposes of section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the Company to modify its existing Constitution in the manner outlined in the Explanatory Memorandum, with effect from the close of the Meeting.'

DATED this 15 February 2021

By Order of the Board

Oliver Schweizer Company Secretary Excelsior Capital Limited

NOTES

• (a) The Company has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of voting at the Meeting, Shares will be taken to be held by those persons recorded in the Company's register of Shareholders as at 7.00pm (Sydney time) on Wednesday, 17 March 2021.

• (b) You may vote by lodging a proxy or direct proxy vote in advance of the meeting online atwww.linkmarketservices.com.auor by proxy or attorney received by post or fax. A body corporate may appoint a corporate representative, rather than appoint a proxy, in accordance with section 250D of the Corporations Act in which case the Company will require written proof of the representative's appointment which must be lodged with or presented to the Company before the Meeting. A "Certificate of Appointment of Corporate Representative" form may be obtained from the Company's share registry or online atwww.linkmarketservices.com.au.

• (c) A Shareholder who is entitled to attend and cast a vote online at the Meeting is entitled to appoint a proxy. The proxy need not be a Shareholder of the Company.

• (d) Unless the proxy is required by law to vote, the proxy may decide whether or not to vote on any particular item of business. If the appointment of 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. Any undirected proxy votes on a given resolution may be voted by the appointed proxy as they choose, subject to the voting exclusions described below.

• (e) A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you appoint two proxies, neither is entitled to vote on a show of hands. To appoint two proxies, use a separate proxy form for each. Shareholders are requested to show on the proxy form the specified proportion or number of the votes each proxy is appointed to exercise. If no proportion or number of votes is specified, each proxy may exercise half of your votes (disregarding fractions) on any poll.

• (f) You can appoint a proxy in four ways:

  online (preferred) by visitingwww.linkmarketservices.com.au. Shareholders may lodge proxy appointments by logging in atwww.linkmarketservices.com.auand clicking on the 'Voting' link on the Holding Details page. Your online proxy appointment will only be valid if you lodge your proxy in accordance with the instructions set out on the webpage above, in which case you are taken to have signed the proxy form; or

  by post using the reply-paid envelope to Excelsior Capital Limited, c/o Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 Australia; or

  by facsimile to 02 9287 0309; or

  by hand to Excelsior Capital Limited, c/o Link Market Services Limited, 1A Homebush Bay Drive, Rhodes, NSW 2138.

• (g) The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation.

• (h) A Shareholder entitled to attend and vote online at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf. An attorney need not themselves be a Shareholder. The power of attorney appointing the attorney must be signed and specify the name of each of the Shareholder, the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one.