Keybridge Capital : Supplementary 2021 Notice of AGM and Explanatory Statement

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SUPPLEMENTARY

NOTICE OF

ANNUAL GENERAL MEETING

and

EXPLANATORY STATEMENT

TO SHAREHOLDERS

Date and Time of Meeting:	11:00am (Melbourne time)
	on Monday, 24 January 2022
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 Resolution 1 (Re-election of Director) and Resolution 3 (Adoption of Remuneration Report) and against Resolution 2 (setting of remuneration for directors) and Resolution 4 (To Hold a Board Re-election Meeting) considered at the Annual General Meeting.

This Supplementary Notice of Annual General Meeting and Explanatory Statement is dated 29 December 2021 and supersedes and replaces the original Notice of Meeting and Explanatory Statement dated 17 November 2021.

Proxy forms lodged to date will stand unless new proxy forms are lodged prior to 11.00am on 22 January 2022.

Keybridge Capital Limited	|	ABN 16 088 267 190 | ASX Code KBC | Web www.keybridge.com.au
Company 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

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

SUPPLEMENTARY

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, 24 January 2022.

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.

2021 ANNUAL GENERAL MEETNG | 1

For personal use only

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

1. Resolution 4 - To Hold a Board Re-election Meeting

If, and only if, at least 25% of the votes cast on Resolution 3 for the adoption of the 2021 Remuneration Report are against Resolution 3, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, pursuant to section 250V(1) of the Corporations Act 2001 (Cth):

1. another general meeting (the Board Re-electionMeeting) of the Company's shareholders be held within 90 days of the passing of this resolution;
2. each of the Company's Directors in office when the 2021 Directors' Report (which includes the Remuneration Report) was approved, being Jeremy Kriewaldt, Nicholas Bolton and Antony Catalano (assuming Jeremy Kriewaldt is re-elected at this AGM under Resolution 1) and who remain in office at the time of the Board Re-election Meeting, cease to hold office immediately before the end of the Board Re-election Meeting; and
3. resolutions to appoint persons to offices that will be vacated immediately before the end of the Board Re-election Meeting (being the Directors named in (b) above) be put to the vote of shareholders at the Board Re-election Meeting."

DATED THIS 29th DAY OF DECEMBER 2021

BY ORDER OF THE BOARD

JOHN PATTON

COMPANY SECRETARY

For personal use only

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

SUPPLEMENTARY

EXPLANATORY STATEMENT

• This supplementary Explanatory Statement is provided to Keybridge shareholders pursuant to and in satisfaction of the Corporations Act and the ASX Listing Rules.
• This supplementary 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

2021 ANNUAL GENERAL MEETNG | 1

For personal use only

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

they add to the organisation as well as reflecting their duties and the legal liability assumed on behalf of shareholders.1

In assessing the appropriateness of the resolution put by the WAM Group, shareholders should bear in mind that the proposed total cap of $40,000 per year is less than half the fee paid to the Directors of WAM Capital or WAM Active, who in FY2021 paid directors $173,333 and $80,000 respectively2. In addition, management and performance fees totalling $31,292,390 were paid to the investment managers of WAM Capital and WAM Active in FY21, with entities associated with Mr Geoff Wilson holding 100% of the issued shares of the investment managers3.

For the year ended 30 June 2021, the Keybridge generated a net profit after income tax of $2,930,246, representing a 31.9% improvement over the net asset position of the Company in the prior year. The non- executive directors' fees of $100,000 was less than 3.5% of that profit and less than 0.7% of the Company's net tangible assets as at 30 June 2021.

Notwithstanding the above, Wilson Asset Management and the associated parties proposing this change have provided no further details in support of this resolution.

Directors' Recommendation

The Board recommend that shareholders vote against Resolution 2.

Voting Exclusion and Restriction

No voting exclusion and restriction applies to Resolution 2 which seeks to reduce the remuneration of the non- executive directors. ASX Listing Rules 10.17 and 14.11 only require that non-executive directors not vote on a resolution to increase their remuneration.

1. ADVISORY, NON-BINDING RESOLUTION 3 - ADOPTION OF REMUNERATION REPORT

Resolution 3 seeks shareholder approval to adopt the 30 June 2021 Remuneration Report as disclosed in the Company's 2021 Annual Report (refer above for information on accessing the report).

Section 250R(2) of the Corporations Act requires the Company to present to its shareholders for adoption the Remuneration Report.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to "Key Management Personnel" (being the Company's Directors and Executives identified in the Remuneration Report) (KMP), sets out remuneration details for each KMP and any service agreements and sets out the details of any performance based and equity based benefits provided to KMP (where applicable).

Shareholders attending the AGM will be given a reasonable opportunity as a whole to ask questions about, or make comments on, the Remuneration Report.

The vote on Resolution 3 is advisory only and does not bind the Directors or the Company.

Directors' Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusion and restriction on this resolution (set out in the Notice of AGM and below) that each Director (or any Closely Related Parties of a Director) are excluded from voting their shares on this resolution, the Board recommend that shareholders vote in favour of Resolution 3.

Voting Exclusion and Restriction

A voting exclusion and restriction applies to Resolution 3 in the terms set out in the Notice of AGM, broadly as follows:

• Restricted Voters may not vote on this resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to

1. G Kiel, G Nicholson, JA Tunny and J Beck , 'Directors at work: a practical guide for boards', Thomson Reuters Australia, Sydney,
   2012
   2 WAM Capital 2021 Annual Report, WAM Active 2021 Annual Report

1. WAM Capital 2021 Annual Report, WAM Active 2021 Annual Report