Keybridge Capital : 2021 Notice of AGM, Explanatory Statement and Proxy Form

For personal use only

17 November 2021

Letter to Shareholders - Annual General Meeting of Keybridge Capital Limited

Dear Shareholder

Keybridge Capital Limited (ASX: KBC) (Keybridge or the Company) advises that it will be holding its Annual General Meeting on:

Monday, 20 December 2021 at 11.00am Melbourne time, at:

Roof Top Conference Room

Level 7

370 St Kilda Road

Melbourne, Victoria

To comply with Federal and State government restrictions on social gatherings (and to otherwise ensure the safety of its shareholders and other participants), the Company may only be able to admit a limited number of persons to the Meeting.

There is a risk that shareholders intending to attend the physical meeting may not be admitted, depending on the number of Shareholders who wish to physically attend. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting as detailed below.

The Company will continue to monitor guidance from the Federal and State governments for any impact on the proposed arrangements for the Meeting. If any changes are required; the Company will advise shareholders by way of announcement on the ASX and the details of the announcement will also be made available on our website.

Alternatively, shareholders may wish to participate in the meeting via a teleconference facility that the Company is arranging at the moment. Details of the teleconference facility and how shareholders can gain access to the same will be released closer to the date of the Meeting. Please note however that live online voting will not be offered as part of such teleconference facility.

Important Notice Regarding Proxy Voting

Your proxy voting instructions (whether physically or electronically) must be received by 11:00am (Melbourne time) on Saturday 18 December 2021, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Authorised for release by the Board:

John Patton

Company Secretary

Keybridge Capital Limited

Tel. [phone]

Keybridge Capital Limited	|	ABN 16 088 267 190 | ASX Code KBC | Web www.keybridge.com.au
Registered Office	|	Suite 614, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004, Australia
Company Secretarial Enquiries	|	Telephone [phone] Email [e-mail]

For personal use only

NOTICE OF

ANNUAL GENERAL MEETING

and

EXPLANATORY STATEMENT

TO SHAREHOLDERS

Date and Time of Meeting:	11:00am (Melbourne time)
	on Monday, 20 December 2021
Place of Meeting:	Roof Top Conference Room
	Level 7
	370 St Kilda Road
	Melbourne, Victoria

IMPORTANT INFORMATION

It is recommended that shareholders read this Notice of Annual General Meeting and Explanatory Statement in full and if there is any matter that you do not understand, you should contact your financial adviser, stockbroker or solicitor for advice.

The Chairman of the Annual General Meeting will vote open proxies received in favour of Resolutions 1 (Re-election of Director) and Resolution 3 (Adoption of Remuneration Report) and against Resolution 2 (setting of remuneration for directors) considered at the Annual General Meeting.

This Notice of Annual General Meeting and Explanatory Statement is dated 17 November 2021.

Keybridge Capital Limited	|	ABN 16 088 267 190 | ASX Code KBC | Web www.keybridge.com.au
Registered Office	|	Suite 614, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004, Australia
Company Secretarial Enquiries	|	Telephone [phone] Email [e-mail]

For personal use only

Notice of Annual General Meeting	Keybridge Capital Limited
	A.B.N. 16 088 267 190

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting (AGM) of shareholders of Keybridge Capital Limited (ASX:KBC) (Keybridge or KBC or Company) will be held at the Roof Top Conference Room, Level 7, 370 St Kilda Road, Melbourne, Victoria at 11:00am (Melbourne time) on Monday, 20 December 2021.

AGENDA

ORDINARY BUSINESS

1. 2021 Annual Report
   To consider and receive the Directors' Report, Financial Statements and Auditor's Report of the Company for the financial year ended 30 June 2021.
   An electronic version of the 2021 Annual Report may be viewed and downloaded from the Company's website: www.keybridge.com.au or emailed to shareholders upon request to [e-mail].
2. Resolution 1 - Re-Election of Jeremy Kriewaldt as Director

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

"That Jeremy Martin Kriewaldt who retires at this Annual General Meeting, being eligible, be reelected as a Director of the Company."

1. Resolution 2 - Setting the total remuneration for Directors

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

"That in accordance with the Company's Constitution, the maximum total fees payable to all non- executive directors be reduced from $100,000 per financial year to $40,000 per financial year."

1. Resolution 3 - Adoption of 2021 Remuneration Report

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

"That the Remuneration Report as detailed in the Directors' Report for the financial year ended 30 June 2021 be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this resolution.

Voting Exclusion and Restriction: The Company will disregard any votes cast on this resolution (in any capacity, except as specified below) by or on behalf of a member of "Key Management Personnel" (as defined in the Accounting Standards) and their "Closely Related Parties" (as defined in the Corporations Act 2001 (Cth)) (together, the Restricted Voters).

Key Management Personnel (KMP) are the Company's Directors and Executives identified in the Company's Remuneration Report (which is included in the 2021 Annual Report).

A Closely Related Party of a KMP means a spouse or child of the KMP, a child of the KMP's spouse, a dependant of the KMP or of the KMP's spouse, anyone else who is one of the KMP's family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP's dealings with the Company or a company the KMP controls.

However, a Restricted Voter may cast a vote on this resolution as a proxy, for a person other than a Restricted Voter, on the basis that either:

1. the Proxy Form specifies the way the proxy is to vote on the resolution; or
2. the proxy is the Chair of the meeting and the Proxy Form expressly authorises the Chair of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

Shareholders should note that if they appoint the Chair as a proxy, or the Chair is appointed by default under the Proxy Form, and the Chair is not directed as to how to vote on Resolution 3 then, on the poll for that item, the Chair intends to vote any undirected proxies in favour of Resolution 3.

Shareholders may also choose to direct the Chair to vote against the resolution or to abstain from voting on the resolution.

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Notice of Annual General Meeting	Keybridge Capital Limited
	A.B.N. 16 088 267 190

DATED THIS 17th DAY OF NOVEMBER 2021

BY ORDER OF THE BOARD

For personal use only

JOHN PATTON COMPANY SECRETARY

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For personal use only

Explanatory Statement	Keybridge Capital Limited
	A.B.N. 16 088 267 190

EXPLANATORY STATEMENT

• This Explanatory Statement is provided to Keybridge shareholders pursuant to and in satisfaction of the Corporations Act and the ASX Listing Rules.
• This Explanatory Statement is intended to be read in conjunction with the Notice of AGM (Meeting Document).
• Shareholders should read this Meeting Document in full to make an informed decision regarding the resolutions considered at this AGM.

1. 2021 ANNUAL REPORT

Section 317 of the Corporations Act requires the Directors of the Company to lay before the AGM the Directors' Report, Financial Report and the Auditor's Report for the last financial year that ended before the AGM. These reports are contained within the Company's 2021 Annual Report.

An electronic version of the 2021 Annual Report may be viewed and downloaded from the Company's website: www.keybridge.com.au or the ASX website (www.asx.com.au) under ASX Code: KBC or emailed to shareholders upon request to [e-mail].

Shareholders as a whole will be provided with a reasonable opportunity to ask questions or make statements in relation to these reports and on the business and operations of the Company but no resolution to adopt the reports will be put to shareholders at the AGM.

Shareholders will also be given a reasonable opportunity to ask the Company's Auditor questions about the Auditor's Report and the conduct of the audit of the Financial Report.

1. ORDINARY RESOLUTION 1 - RE-ELECTION OF JEREMY KRIEWALDT AS DIRECTOR

Resolution 1 seeks shareholder approval for the re-election of Jeremy Kriewaldt as a Director of the Company.

Jeremy Kriewaldt was first elected a Director of the Company at a shareholders' meeting held on 23 November 2016.

Jeremy Kriewaldt retires at the AGM under ASX Listing Rule 14.5 and under clause 8.1(d)(2) of the Company's Constitution. However, being eligible, he has offered himself for re-election as a Director of the Company.

Jeremy Kriewaldt's qualifications and experience are detailed in the Directors' Report in the Company's 2021 Annual Report.

Directors' Recommendation

The Board (other than Jeremy Kriewaldt, who makes no recommendation in respect of his own re-election as a Director) supports the re-election of Jeremy Kriewaldt to the Board and recommends that shareholders vote in favour of Resolution 1.

1. ORDINARY RESOLUTION 2 - SETTING THE TOTAL REMUNERATION FOR DIRECTORS

Resolution 2 has been proposed by the following members of the Company who hold at least 5% of the votes that may be cast at a general meeting of the Company:

• WAM Capital Limited (ACN 086 587 395) (WAM Capital);
• WAM Active Limited (ACN 126 420 719) (WAM Active); and
• Botanical Nominees Pty Limited (ACN 081 032 000) as trustee for the Wilson Asset Management Equity Fund (Collectively "WAM Group")

The Company notes that it is in shareholders' interests to remunerate directors appropriately in order to attract the best calibre of person to serve on the Board. Remuneration should therefore reward directors for the value they add to the organisation as well as reflecting their duties and the legal liability assumed on behalf of shareholders.1

1 G Kiel, G Nicholson, JA Tunny and J Beck , 'Directors at work: a practical guide for boards', Thomson Reuters Australia, Sydney, 2012

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