page 1/2 15 July 2001 603

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

603 page 2/2 15 July 2001

THIS IS ANNEXURE A AS REFERRED TO IN THE FORM 603 LODGED IN RELATION TO EXCELSIOR CAPITAL LIMITED ABN 98 050 542 553

THIS IS ANNEXURE B AS REFERRED TO IN THE FORM 603 LODGED IN RELATION TO EXCELSIOR CAPITAL LIMITED ABN 98 050 542 553

26 August 2020

圓 4 of 10

THIS IS ANNEXURE C AS REFERRED TO IN THE FORM 603 LODGED IN RELATION TO EXCELSIOR CAPITAL LIMITED ABN 98 050 542 553

On 24 August 2020, by the attachment comprising Annexure E, the parties listed in Annexure A jointly requested the directors of Excelsior Capital Ltd to call and arrange to hold a meeting of the members of Excelsior Capital Ltd to consider and vote on the following proposed resolution:

That pursuant to Sections 491 and 495 of the Corporations Act, Excelsior Capital Limited be voluntarily wound up and that James Taplin and Stefan Dopking of BRI Ferrier, having consented to act, are hereby appointed liquidators of Excelsior Capital Limited.

The parties listed in Annexure A have agreed to work together to put forward and promote the resolution. For this reason, they consider themselves to be associates.

THIS IS ANNEXURE D AS REFERRED TO IN THE FORM 603 LODGED IN RELATION TO EXCELSIOR CAPITAL LIMITED ABN 98 050 542 553

THIS IS ANNEXURE E AS REFERRED TO IN ANNEXURE C TO THE FORM 603 LODGED IN RELATION TO EXCELSIOR CAPITAL LIMITED ABN 98 050 542 553

REQUEST FOR DIRECTORS OF EXCELSIOR CAPITAL LTD TO CALL A GENERAL MEETING OF EXCELSIOR CAPITAL LTD

To: Excelsior Capital Ltd ("ECL")

The following members of ECL hold at least 5% of the votes that may be cast at the requested general meeting:

• $\mathbf{1}$ . Mr Warwick Sauer.
• $\overline{2}$ . Mrs Vera Kalabric;
• $3.$ Kalabric Family Super Pty Ltd atf the Kalabric Superfund;
• $\overline{4}$ . Mr Benjamin Graham and Mrs Katerina Graham atf the FKR Super Fund;
• $5.$ Whiley Close Investment Pty Ltd at fthe Sims Family Super Fund;
• 1. BAVARIA Industries Group AG,

(the Requisitioning Shareholders).

The Requisitioning Shareholders request under section 249D of the Corporations Act 2001 (Cth) (the Act) that the directors of ECL call and arrange to hold a meeting of the members of ECL to consider and vote on the following resolution:

That pursuant to Sections 491 and 495 of the Corporations Act, Excelsior Capital Limited be voluntarily wound up and that James Taplin and Stefan Dopking of BRI Ferrier, having consented to act, are hereby appointed liquidators of Excelsior Capital Limited.

Enclosed is a statement prepared by the Requisitioning Shareholders in accordance with section 249P of the Act. The Requisitioning Shareholders request that ECL provide this statement to all members of ECL along with the notice of the meeting requested in this document.

Dated: 24 August 2020

MEMBERS' STATEMENT

24 August 2020

Vote

FOR

the Resolution

Dear Fellow ECL Shareholder,

We recently asked ECL's directors to arrange a meeting of shareholders to consider selling ECL's electrical business. ECL's directors refused to arrange that meeting, then in the same breath, admitted that ECL's "board has been actively engaged in an internal and external review of the Company's investments since the first quarter of 2020" [sic], and that it "has appointed external advisors for both divestment and growth opportunities".

ECL's two main assets are its electrical business and its investment portfolio. Recent sale prices of businesses like ECL's electrical business suggest it alone is worth \$1.75 to \$2.40+ per share. The investments are worth another ≈65c per share, making ECL's total value $\approx$ \$2.40 - \$3.05. However, before we asked for that first meeting. shares in ECL were trading at around \$1.20.

So why don't ECL shares trade vastly higher?

We think investors avoid ECL because they have serious concerns about how ECL has been run, and they do not see things changing.

The resolution we are now proposing would guarantee change, through liquidation of ECL and payment of its true worth to all shareholders.

Here are some examples of ECL's history.

1. Catelan entities acquired nearly 10% of ECL in one transaction, without offering to buy the whole company - breaching the Corporations Act.

ECL shareholders raised this with the Australian Government's Takeovers Panel. Despite the Catelan entities arguing otherwise, the Panel declared it to be "Unacceptable Circumstances".

The Catelan entities didn't accept that, and demanded a review. The Panel reiterated it was "Unacceptable Circumstances".

The Catelan entities didn't accept that, and appealed to the Federal Court. And the Federal Court confirmed, again, it was "Unacceptable Circumstances".

This history matters hugely to investors, because interests of Leanne Catelan now hold nearly half ECL's shares.

2. ECL resisted fixing its capital structure until being forced to

For years, ECL had both ordinary shares and Preference / Class A shares.

Also for years, ECL paid a dividend of \$nil on the Preference / Class A shares. Thus, despite being originally sold for \$1.20, those shares traded on ASX around 40c.

It took a long-fought campaign by a major shareholder to force change. That shareholder requisitioned two separate meetings, and sued ECL and its directors (including current directors Leanne Catelan and Danny Herceg) in Queensland's Supreme Court.

After "vigorously defending" the lawsuit for months, ECL capitulated and said it would pay Class A shareholders 95c per share. Also, ECL and other defendants paid over \$500,000 towards the complaining shareholder's legal costs.

1. ECL created an "investment portfolio" against the wishes of most shareholders, and that portfolio has massively underperformed

Late in 2016, ECL proposed putting over \$20m - the vast majority of its cash - into an "investment portfolio", with eye-watering fees payable to its manager.

Excluding the >13.8m shares held by interests of Leanne Catelan, over 82% of shareholder votes cast on this proposal opposed it. The Catelan votes however ensured the proposal passed.

Since its creation, the "investment portfolio" has performed terribly, gaining just 1.96% versus the ASX's All Ordinaries Accumulation Index's >21% as at 30 June.

1. ECL's board is a revolving door

The table below details movements in ECL's directorial and secretarial positions since August 2011. The longer someone oversees a business, the more they learn about it - and deeper knowledge produces better decision-making. Yet many of ECL's directors have served for mere months (and on one occasion, for just two months). Is it any surprise that that might be of grave concern to investors? Why have so many directors quit so soon after being appointed?

*company secretary role

So what is the solution?

If our resolution is passed, ECL will sell its assets (including the electrical business), pay out its debts, and finally, pay shareholders all of the money that then remains.

We understand that potential acquirers of the electrical business have approached ECL about potentially buying it, but ECL has engaged with them either minimally or not at all.

Businesses like ECL's electrical business change hands regularly. Based on recent sales, we think ECL's electrical business is worth \$50m at an absolute minimum, and perhaps even \$70m or more - ie \$1.75 to \$2.40+ per ECL share. That is in addition to the "investment portfolio" worth ≈65c per share.

By voting for our resolution, you will be voting for the true value of ECL to go into your hip pocket - where that money belongs.

We think the decision is easy. Risk your shares being perennially undervalued, and accept that undervalue if you sell them. Or - vote for the resolution, to unlock ECL's huge intrinsic value.

Who are we?

We are ECL shareholders just like you. Together we have around \$2,000,000 invested in ECL - so our interests are wholly aligned with yours.

Your vote is important!

Retaining the status quo may result in ECL's share price continuing to reflect investors' concerns about how the company has been managed. This is your opportunity to change that.

We look forward to your participation at the meeting and your vote in favour of the resolution.

We would welcome contact from fellow investors. Our e-mail address is [email protected].

Sincerely,

Warwick, Vera, Elvis, Ben, Katerina, and Daniel