Navigator Global Investments : Notice of Annual General Meeting/Proxy Form

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ASX Announcement
29 December 2021
use	2021 Annual General Meeting

Navigator Global Investments Limited (NGI) provides the following documents in relation to NGI's 2021 Annual General Meeting, to be held virtually on Friday, 28 January 2022 at 10.00am (AEDT):

• Notice of Meeting
• Voting Form
• Online Meeting Guide

personalFor further information please contact: Amber Stoney

Chief Financial Officer & Company Secretary 07 3218 6200

For

Authorised by: Amber Stoney, Company Secretary

Navigator Global Investments Limited

Registered office : Level 21, 10 Eagle Street, Brisbane, Queensland, 4000

Principal office : Level 3, 9 Sherwood Road, Toowong, Queensland, 4066

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For personal use only

Notice of 2021 Annual General Meeting and Explanatory Memorandum

This document is an important document. If you are in any doubt as to how to act, you should consult your financial or legal adviser as soon as possible.

adding quality investments to the NGI balance sheet which have a long-termtrack record of generating strong returns and cash distributions to partners;

providing diversification to the Group's earnings, including added a preferred income stream support on-goingcash flow and profitability; and

establishing an on-goingpartnership with Dyal to create opportunities for additional growth.

Letter from the Chairman

Dear Navigator Shareholder

onlyThe 2021 financial year has been a year of significant change and evolution for the Navigator Global Investments Limited Group.

Whilst the COVID-19 pandemic has become the new normal that the world has learned to live with, we would like to acknowledge the efforts of our dedicated staff in continuing to effectively work under what can be trying conditions. We are very fortunate that we have been able to accommodate our staff working from their homes. We understand that working outside of a traditional office environment itself comes with challenges, and we commend our staff in adapting to still be able to meet their deliverables and maintain effective communication. We hope that in the coming year that we are able to get to a position where we can welcome our staff back to our offices across the globe, enabling them to re-establish their face-to-face relationships with each other and our clients.

useDespite the challenges of COVID, our people delivered excellent results for the 2021 financial y ar. Not only have they been able to deliver a transformative acquisition of the NGI Strategic Portfolio (the Portfolio), which increased the NGI Group's investments by $238.1 million as at 30 June 2021, but our core operating business, Lighthouse Investment Partners (Lighthouse), has rebuilt it's AUM to pre-pandemic levels to close the 2021 financial year at $13.9 billion.

As noted above, this year saw the completion of a transformative acquisition for the NGI Group. On 1 February 2021, the Group completed its acquisition of the Portfolio. The acquisition of the Portfolio is an important step for the Navigator Group in delivering on a sound growth and diversification strategy, and it creates a platform for Navigator to seek and implement other acquisition opportunities.

The transaction was structured to achieve a number of core objectives for Navigator, namely:

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The contribution of Lighthouse and the Portfolio delivered an Adjusted EBITDA of $31.6 million for the 2021 financial year.

After enjoying a long period of stability in our board membership, we see some change to our Board's composition. Mr Randall Yanker stepped down from his role as a director in April 2021, however transitioned to an executive role within the Group with a focus on Navigator's strategy to continue to grow and diversify our business within the global alternative asset management space through acquiring minority interest positions in high quality asset management businesses.

We farewell long standing director, Mr Andy Esteban, as he retires from his position at the end of this AGM. Andy has been a director of Navigator since June 2008, and during his 13 year tenure has made an enormous contribution to the company. Andy has seen the organisation through many changes, with some of the most memorable being the Global Financial Crisis, significant capital restructures and most recently the transformative transaction with Dyal Capital Partners. We particularly thank Andy for his service as Chair of the Audit and Risk Committee. We wish Andy all the very best with his future endeavours, and he leaves knowing he will be greatly missed by both his fellow directors and Navigator staff.

In preparation for Andy's retirement, we welcomed a new member to our Board in September 2021, Mr Suvan de Soysa.

Suvan has extensive experience in both the Australian and global wealth management industry, with his background including significant experience with business development and strategic alliances and acquisitions. We are confident that Suvan will bring a valuable perspective to the Navigator Board, and we also welcome him as the incoming Chair of the Audit and Risk Committee.

ForYour vote is important and I encourage you to vote by attending the AGM scheduled to be held on 28 January 2022 at 10:00am or by completing the enclosed Proxy Form and returning it by the deadline indicated on the form.

On behalf of the Directors, I would like to extend our thanks to all of our staff, who have continued to show resilience and adaptability while we c ntinue to navigator our way through the global pandemic.

I look forward to your participation at the upcoming AGM, and extend my thanks to all of our Shareholders for their ongoing support. Yours sincerely,

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a director of the Company.'

8.1(c) of the Company's constitution, be elected as

That Mr Suvan de Soysa, in accordance with rule

Company.

constitution, be re-electedas a director of the

in accordance with rule 8.1(d) of the Company's

That Mr Michael Shepherd, who retires by rotation

Notice of Meeting

Notice is given that an Annual General Meeting of Navigator Global Investments Limited ACN 101 585 737 will be held at:

	Time:	10.00 am (AEDT)
	Date:	28 January 2022
	Venue:	Online at https://agmlive.link/NGI21
	Ordinary business		and Chief Executive Officer
only		5.	Grant of performance rights to the Executive Director

use1. Financial report

To receive and consider the annual financial report and the reports of the directors and of the auditors of the Company for the year ended 30 June 2021.

Note: There is no requirement for Shareholders to approve these reports. 2. To adopt the Remuneration Report

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

'That the Remuneration Report of the Company for the financial year ended 30 June 2021 be adopted.'

3. Election of directors

To consider and, if thought fit, pass each of the following as individual ordinary resolutions:

'a)

b)

Special business

4. Approval of Performance Rights Plan

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

'That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, the terms of the Navigator Global Investments Limited Employee Performance Rights Plan (the Performance Rights Plan) and the grant of performance rights and fully paid ordinary shares pursuant to the terms of the Performance Rights Plan (as an exception to ASX Listing Rule 7.1), be approved on the terms and conditions set out in the Explanatory Memorandum.'

Voting restrictions apply to Resolution 4 - refer to Important voting information on page 2

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

'That approval is given in accordance with Listing Rule 10.14 for the Company to grant to its Executive Director and Chief Executive Officer, Sean McGould or his nominee, up to 305,810 Performance Rights (incorporating the right to acquire shares) under the Company's Performance Rights Plan on the terms set out in the Explanatory Memorandum which accompanies this Notice of Meeting.'

Voting restrictions apply to Resolution 5 - refer to Important voting information on page 2

6. Approval of potential termination benefits

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

'That, for the purposes of sections 200B and 200E of the Corporations Act, approval is given for the giving of benefits to each current and future eligible senior executive, as described in the Explanatory Memorandum to this Notice of Meeting, in connection with the retirement of that person from any office in the Company or a related body corporate referred to in section 200B of the Corporations Act.'

Voting restrictions apply to Resolution 6 - refer to Important voting information on page 2

7. Amendments to the Constitution

To consider and, if thought fit, pass the following resolutions as separate special resolutions:

1. General amendments

'That the Constitution of the Company be amended as set out in the document tabled at the 2021 Annual General Meeting signed by the Chairman for identification purposes, excluding those amendments highlighted with a grey background, and as described in the Explanatory Memorandum, with effect from the close of the 2021 Annual General Meeting.'

1. Technology amendments

'That the Constitution of the Company be amended as set out in the provisions highlighted with a grey background in the document tabled at the 2021 Annual General Meeting signed by the Chairman for identification purposes, and as described in the Explanatory Memorandum, with effect from the close of the 2021 Annual General Meeting.'

Voting restrictions apply to Resolution 7(a) - refer to Important voting information on page 2

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Refer to the Explanatory Memorandum for further information

by or on behalf of a member of the KMP or their closely related parties (such as close family members and any companies the person controls); and

as a proxy by a member of the KMP or any of their closely related parties,

the appointment of the proxy specifies the way in which the proxy is to vote on the resolution; or

such a person is the Chairman of the Meeting and the appointment of the proxy expressly authorises the Chairman of the Meeting to exercise the proxy even if the resolution is connected with the remuneration of a member of the KMP.

by or on behalf of a member of the Key Management Personnel (KMP) named in the Remuneration Report or their closely related parties (such as close family members and any companies the person controls); and

as a proxy by a member of the KMP or any of their closely related parties,

Voting exclusions

Resolution 2

Votes may not be cast, and the Company will disregard any votes cast, on Resolution 2:

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unless the vote is cast as a proxy for a person entitled to vote on Resolution 2, and:

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useResolution 4

Votes may not be cast, and the Company will disregard any votes cast, on Resolution 4:

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unless the vote is cast as a proxy for a person entitled to vote on Resolution 4, and:

personal	given to the chair to vote on the resolution as the chair decides;
	the appointment of the proxy specifies the way in which the
	proxy is to vote on the resolution; or
	such a person is the Chairman of the Meeting and the
	appointment of the proxy expressly authorises the Chairman of
	the Meeting to exercise the proxy even if the resolution is
	connected with the remuneration of a member of the KMP.

Additionally, and in accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 4 by or

n behalf of:

 a person who is eligible to participate in the Performance Rights Plan; or

 an associate of that person.

However, the Company need not disregard a vote cast in favour of Resolution 4 if it is cast by:

	a person as proxy or attorney for a person who is entitled to
	vote on the resolution, in accordance with the directions given
	to the proxy or attorney to vote on the Resolution in that way;
	the chair of the meeting as proxy or attorney for a person who is
	entitled to vote on the resolution, in accordance with a direction
	or
	a holder acting solely in a nominee, trustee, custodial or other
For	fiduciary capacity on behalf of a beneficiary, provided that:
	-	the beneficiary provides written confirmation to the holder
		that the beneficiary is not excluded from voting, and is not
		an associate of a person excluded from voting, on the
		resolution; and
	the holder votes on the Resolution in accordance with directions
	given by the beneficiary to the holder to vote in that way.

Resolution 5

Votes may not be cast, and the Company will disregard any votes cast, on Resolution 5:

• by or on behalf of a member of the KMP or their closely related parties (such as close family members and any companies the person controls); and
• as a proxy by a member of the KMP or any of their closely related parties,

unless the vote is cast as a proxy for a person entitled to vote on Resolution 5, and:

• the appointment of the proxy specifies the way in which the proxy is to vote on the resolution; or
• such a person is the Chairman of the Meeting and the appointment of the proxy expressly authorises the Chairman of the Meeting to exercise the proxy even if the resolution is connected with the remuneration of a member of the KMP.

Additionally, and in accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

• any person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3, who is eligible to participate in the Performance Rights Plan; or
• any associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of Resolution 5 if it is cast by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided that:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6

If any shareholder is a current or potential future holder of a managerial or executive office in the Company or a related body corporate of the Company and wishes to preserve the benefit of this Resolution 6, that shareholder and its associates should not vote on this Resolution 6 (in any capacity).

Votes may not be cast, and the Company will disregard any votes cast, on Resolution 6:

• by or on behalf of a member of the KMP or any person who holds managerial or executive office in the NGI Group on the date of the Meeting or their closely related parties (such as close family members and any companies the person controls); and
• as a proxy by a member of the KMP, any person who holds managerial or executive office in the NGI Group on the date of the Meeting or any of their closely related parties,

unless the vote is cast as a proxy for a person entitled to vote on Resolution 6, and:

• the appointment of the proxy specifies the way in which the proxy is to vote on the resolution; or
• such a person is the Chairman of the Meeting and the appointment of the proxy expressly authorises the Chairman of the Meeting to exercise the proxy even if the resolution is connected with the remuneration of a member of the KMP or any person who holds managerial or executive office in the NGI Group on the date of the Meeting.

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