SelfWealth : Notice of General Meeting/Proxy Form

NOTICE OF GENERAL MEETING

Date of Meeting:

26th May 2022

Time of Meeting: 11 am (AEST)

Notice is hereby given that a general meeting of the Shareholders of SelfWealth Limited (ACN 154 324 428) will be held on Thursday 26th May 2022 at 11:00am (AEST).The meeting will be held virtually viahttps://meetings.linkgroup.com/SWF22.

Details on how to participate 'virtually' are provided in the Virtual Meeting Online Guide attached as Annexure C to this Notice of Meeting. Shareholders are encouraged to review this Virtual Meeting Online Guide before the Meeting. Shareholders are strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice of Meeting.

Following recent modifications brought to the Corporations Act 2001 under the Corporations Amendment (Meetings and Documents) Act 2021 (Cth), the Notice of General Meeting and other information regarding the meeting will be provided online where it can be viewed and downloaded. It will not be mailed to shareholders unless you have elected to receive this by post. Instead, it is available for you to view and download at the Company's websitehttps://www.selfwealth.com.au/investor-centre/#asxannouncements.

Your participation in the Meeting is important to us and we encourage all shareholders and proxy holders to participate in the General Meeting virtually via the online platform athttps://meetings.linkgroup.com/SWF22.

To do this you will need a desktop or mobile/tablet device with internet access, and you will need to provide your details (including Shareholder Reference Number (SRN) or Holder Identification Number (HIN) to be verified as a security holder or proxy holder.

If you have any questions about the upcoming General Meeting, please contact the Self Wealth Shareholder Information Line on 1300 560 339 (callers within Australia) or [phone] (callers outside Australia). Alternatively, contact the chat line athttp://chat2.shareholdersfirst.com.au,or scan the QR code. The lines are open 9am - 5pm, Sydney time, Monday - Friday (excluding public holidays).

This Notice of General Meeting should be read in its entirety. If you are in doubt as to how to vote on any of the Resolutions, you should seek advice from your accountant, solicitor, or other professional adviser without delay.

Level 7, 130 Lonsdale Street,

Melbourne, Victoria, 3000

ACN 154 324 428

AFSL 421789 selfwealth.com.au

21st April 2022

Dear Shareholders,

The SelfWealth Board thanks you for your support.

This letter is let you know why your Board and SelfWealth's management are asking you, as a SelfWealth shareholder to vote AGAINST the resolutions proposed by requisitioning shareholders.

• 1. The SelfWealth Business is PERFORMING.

• 2. Management is DELIVERING against an agreed, funded, long term growth strategy.

• 3. The proposed changes SIGNIFICANTLY RISK the sustainability of the business, retention of key people, and shareholder value.

In summary:

• ✓ The SelfWealth business has grown strongly (under the current Board and Leadership team) since the end of 2019.

• ✓ The Company's long-term strategy to achieve scale & diversify revenue streams is working.

• ✓ SelfWealth is now Australia's fourth largest online trading platform (after Commsec,

  Nabtrade & ANZ/CMC).

✓

SelfWealth is already committed to Board renewal and actively looking for high quality candidates who are forward thinking and bring specific skills needed in the rapidly changing wealth-tech environment.

Evidence of SelfWealth's performance, since our FY19 Results (Refer to ASX Announcement on 30th August 2019), is that the business has delivered the following results:

• ✓ Revenue: Increased 557%. $2.8m (FY 19) to $18.4m (FY 21);

• ✓ Active Traders: Increased 791% from 13,856 to 123,523;

• ✓ Value of Assets on Platform: Increased 669% from $1.21 billion to $9.3 billion; and

✓

Cash held on platform: Increased 765% from $86 million to $744 million.

The proposed new Directors nominated by Mr Andrew Ward (and others), have not articulated a viable alternative strategy for SelfWealth. The main proposal is to change the current successful Board team. This would risk the growth strategy and the leadership team who have delivered these results.

Following on, we urge you to vote AGAINST the resolutions.

SELFWEALTH BOARD RESPONSE TO MEMBERS' STATMEMENT PURSUANT TO SECTION 249P OF THE CORPORATIONS ACT 2001 (CTH)

Members' Statement pursuant to Section 249P of the Corporations Act 2001(Cth)

New Directors with requisite financial markets and early-stage competitive environment experience required to support the incumbent CEO.

In response to the submissions made by the Requisitioning Members under section 249 P, there was an assertion made that: "new Directors with requisite financial markets and early-stage competitive environment experience is required to support the incumbent CEO".

The current SelfWealth Board, including the CEO, are highly experienced in financial markets, retail and fintech industries. We have a robust strategy and an executable plan. SelfWealth could not have grown at its exceptional rate in the last two years without this pedigree and expertise.

SelfWealth was one of Australia's first fintech start-ups, having been founded in 2012 as a low-cost alternative to the Big Four. Given SelfWealth and the online trading environment have existed for over a decade, it is not accurate to describe either as "early stage".

In the last three years, the competitive landscape has heightened with the rise of new entrants. Every day, there are new types of financial products available to investors, ranging from digital assets to active ETFs. The industry has significantly matured since we were a start-up.

SelfWealth is also now at an entirely different stage of its journey compared to years ago. We now require focus on building out deep client segmentation, delivering an agile response to client needs, developing and executing strategic marketing plans, financial stewardship and responding to an ever-changing landscape - post the COVID-19 liquidity bubble world.

SelfWealth does not need to return to a short-term focus now. We need growth through clarity of vision, enduring execution capability and leadership stability.

In late 2019, SelfWealth had a poor balance sheet, did not have its strategic roadmap and was an organisation that had limited capability. In this time, the current Board including Mr Edgley (CEO for 18 months and Chairman) and Mr O'Shaughnessy led SelfWealth to a cashflow positive status for the Financial Year 2021. They were the right Board for the challenges of the time, as the subsequent results show. They both support Board renewal with a view to the future needs of the business and the evolving industry environment.

Yet, the Requisitioning Members wish to immediately replace Mr Robert Edgley and Mr John

O'Shaughnessy, whose leadership saw SelfWealth transitioned from an early stage fintech start-up to now a highly successful business. This makes no strategic sense and will potentially destroy ALL shareholders' value. The only winners out of this are our competitors.

Board's renewal is a core part of our business, and it is a key focus area of the NOM

Committee. At the time of writing, SelfWealth is the process of identifying new candidates to augment the Board's capability.

We have identified the following skillsets to be a priority:

• 1. Recent digital product and technology experience gained in modern digital organisations.

• 2. Strategic retail digital marketing experience, including experience in building a virtual digital marketplace.

3.

Commercial experience gained in fin tech companies ideally with global scale.

4. To be of exemplary character, and to support SelfWealth as a great place to work, that actively supports diversity and inclusion.

While we respect the new Director nominations from the Requisitioning Members, the SelfWealth Board contends that neither candidate has the requisite experience outlined above.

Below, we address items cited by the Requisitioning Members in their 249P statements.

Their claim
Our response	Following on from the March 2022 4C result, the following table shows updated results: Quarter Operating CashflowReceipts %Receiptschange March 2022 ($1,759,000) $5,367,000 +6%As the table above indicates, SelfWealth was cashflow positive for FY21. We have proven that we have the requisite strategic leadership capabilities, Board expertise and levers in place to return to a cashflow positive status, should we need to. However, we are of the strong opinion that in the short term, we need to invest for growth otherwise SelfWealth will fall behind the competition. In the most recent quarter, revenues have grown on a QoQ basis, and operating cashflow improved. This is in line with our strategic plan, and we remain on plan.
Their claim
Our response	Our staff costs have increased because we have responsibly added new talent into SelfWealth to deliver our agreed strategy. Our growth strategy is proven to be effective during bull and bear markets, and is structured to help investors for decades, not days. Cost control is built into this strategy, and as such the strategy does not have any plan nor requirement for further capital raises as suggested by the Requisitioning Members. Furthermore: To future-proof the business, in May 2021, the SelfWealth Board decided to pivot SelfWealth from being the cheapest ASX trading platform to one of Australia's leading wealth creation platforms. (As is proven with tech products, cheapest does not mean best.) It was clear that the COVID-19 bubble would end, new competitors were entering the market, and there was a growing trend away from financial advisers. Following on from this, the Board felt it was necessary to build out a broader offering for retail investors to meet their wealth creation needs, diversify our offering with markets outside of the ASX, and to focus on value rather than being the most affordable trading platform in the market. We had the confidence in our brand and our platform to capture market share from Australia's Big Four and we have implemented several targeted initiatives underpinning our operating strategy as we continue to scale up and realise further growth. The capital raise was completed in July 2021. Our published strategic plan focussed on three priorities: 1. Provide additional asset types onto the platform 2. Invest in strategic marketing 3. Improve data and analytics capabilities. SelfWealth developed its strategic plan for the next 36 months as part of our capital raise planning. Each of the three focus areas in the strategy requires an investment in staff and human capabilities, and following on from the capital raise, a prioritised recruitment plan was developed and executed. Despite unprecedented growth in technology and product wage inflation in Australia, SelfWealth stuck to our budget and built out important, offshore capabilities that have further reduced cost on an ongoing basis.