Platinum Capital : Notice of AGM on 26/10/17 & Proxy Form

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Computershare Investor Services Pty Limited

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Dear Shareholder

I am pleased to invite you to the Annual General Meeting ("AGM") of Platinum Capital Limited (the "Company"), which will take place at 10:00am (AEDT) on Thursday, 26 October 2017 at the Museum of Sydney, corner of Phillip & Bridge Streets, Sydney, NSW.

Enclosed are the Notice of Meeting, Explanatory Memorandum, important Voting Information and Proxy Form. The Board advises shareholders that there are a number of important resolutions to be considered at the AGM and recommends that shareholders read the Notice of Meeting carefully. In particular, shareholders will be asked to vote on the re-election of Richard Morath as a Director and the adoption of the 2017 Remuneration Report. A summary of the 2017 Remuneration Report is outlined in the Explanatory Memorandum on page 3.

If you decide to attend the meeting, please bring this letter with you to facilitate registration prior to the meeting.

If you are unable to attend the meeting, you may appoint a proxy. You can do so by completing the enclosed Proxy Form and returning it in the enclosed reply paid envelope (for Australian residents only) or faxing it ([phone]) to the Company's Share Registrar. Alternatively, you can appoint a proxy online at www.investorvote.com.au. You must appoint your proxy (online or by returning the Proxy Form to the Company's Share Registrar) so that it can be received no later than 10:00am (AEDT) on Tuesday, 24 October 2017.

Corporate shareholders may appoint an individual representative to attend the AGM on the corporate entity's behalf. Such representatives must bring their authorities of appointment to the AGM. An Appointment of Corporate Representative form is available from the Company's Share Registrar or may be printed from www.investorcentre.com.

You may submit questions in advance of the meeting by emailing [e-mail]. Yours faithfully

Joanne Jefferies Company Secretary 11 September 2017

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NOTICE OF MEETING

Notice is given that the Annual General Meeting ("AGM") of Platinum Capital Limited (the "Company") will be held at the Museum of Sydney, corner of Phillip & Bridge Streets, Sydney, NSW on Thursday, 26 October 2017 commencing at 10:00am (AEDT). The business to be considered at the AGM is set out below. The Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum.

ORDINARY BUSINESS

1. Consideration of Financial and Statutory Reports

   To consider the Financial Report of the Company, the Directors' Report and Auditor's Report for the financial year ended 30 June 2017.

2. Re-appointment of a Director Resolution 1 Re-appointment of Richard Morath as a Director

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

   'That Richard Morath, retiring from the office of Director in accordance with rule 46(a) of the Company's Constitution and being eligible for the re-appointment, be re-appointed as a Director of the Company.'

3. Remuneration Report

Resolution 2 Adoption of the Remuneration Report

To consider and, if thought fit, to pass the following resolution (which is advisory):

'That the Remuneration Report of the Company for the financial year ended 30 June 2017 be adopted.'

Refer to the Explanatory Memorandum for further information on the resolutions.

EXPLANATORYMEMORANDUM Introduction

The Explanatory Memorandum is intended to provide shareholders with important background information in relation to each item of business. It should be read in conjunction with the Notice of Meeting.

Financial and Statutory Reports (Not voted on)

The Financial Report and the Reports of the Directors and the Auditor for the financial year ended

30 June 2017 will be laid before the AGM, as required by section 317 of the Corporations Act 2001 (Cth) (the "Corporations Act"). The Corporations Act does not require a vote of shareholders on these reports.

The Company's 2017 Annual Report (which includes the Directors', Auditor's and Financial Reports) is available on the Company's website at

www.platinum.com.au/Our-Funds/Platinum-Capital-Limited/#FinancialStatements.

During this item of business, shareholders will be given reasonable opportunity to ask questions and make comments in relation to the financial and statutory reports, the business and management of the Company.

Shareholders will also be given reasonable opportunity to ask a representative of the Company's auditor, PricewaterhouseCoopers, 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 the preparation of the financial statements and/or the independence of the auditor in relation to the conduct of the audit.

Resolution 1: Retirement and Re-election of Director

Rule 46(a) of the Company's Constitution provides that a Director may not hold office for a continuous period (without re-election) in excess of three years or past the third AGM following the Director's appointment, whichever is longer. If no Director would otherwise be required to submit for re-election but the Listing Rules require that an election of Directors be held, the Director to retire at the AGM must be the Director who has been longest in office since last being elected or if all Directors were elected on the same day, the Director to retire must be determined by Directors' agreement or in the absence of agreement, by drawing lots.

ASX Listing Rule 14.5 requires the Company to hold an election of Directors at each AGM. This rule applies even if no Director is required to stand for re-election at the AGM under the Company's Constitution.

The Board has agreed that Richard Morath will stand for re-election at this year's AGM.

Mr Morath has been a Non-Executive Director since March 2009 and Chairman of the Audit, Risk and Compliance Committee. A summary of Mr Morath's qualifications and experience is detailed below.

Richard Morath BA, FIAA, ASIA

Mr Morath has over 43 years of experience in life insurance, funds management, banking and financial planning. Mr Morath is currently a Non-Executive Director and Chairman of the Advice & Licences Boards of all Financial Planning companies in National Australia Bank/MLC and Chairman of National Australia Trustees. Mr Morath is also a Director of JANA Investment Advisors Limited, BNZ Life and Chairman of BNZ Investments Services Limited. Mr Morath was also appointed as a Director of ASX listed, Wealth Defender Equities Limited in 2015.

Recommendation

The Directors (other than Richard Morath) recommend that shareholders vote in favour of Resolution 1.

Resolution 2: Adoption of the Remuneration Report for the financial year ended 30 June 2017

The Remuneration Report of the Company for the financial year ended 30 June 2017 forms part of the Directors' Report and is set out on pages 21 to 24 of the Company's 2017 Annual Report, which is available on the Company's website at

www.platinum.com.au/Our-Funds/Platinum-Capital-Limited/#FinancialStatements.

A summary of the Remuneration Report for the financial year ended 30 June 2017 is as follows:

• There has only been one increase in base pay for the Chairman and other Non-Executive Directors in the last 13 years.

• The Company does not pay bonuses to any of its Directors.

• Despite the approval of shareholders to pay Non-Executive Directors' remuneration of up to

$350,000 per annum, only $186,150 in aggregate was paid to the three Directors in 2017 (2016: $186,150).

Shareholders will be given a reasonable opportunity at the AGM to ask questions about, and comment on, the Remuneration Report.

A 25% or higher "no" vote on the Remuneration Report at an AGM triggers a reporting obligation on a listed company to explain in its next Annual Report how shareholders' concerns have

been addressed.

The Board encourages shareholders to read the 2017 Remuneration Report and vote on the important resolution.

Recommendation

The Directors recommend that shareholders vote in favour of Resolution 2.

Key Management Personnel and their Closely Related Parties (listed in the Voting Information section on the following page) are prohibited from voting on Resolution 2. The Key Management Personnel of the Company are the current Directors of the Company.