Mosaic Brands : MOZ - Notice of Extraordinary General Meeting

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Notice of Extraordinary General

Meeting and Explanatory

Memorandum

Mosaic Brands Limited

ACN 003 321 579

Date:	14 April 2022
Time:	11:00am (Sydney time)
Held:	To be held virtually via an online platform at
	https://meetnow.global/MG67U6X

THE INDEPENDENT EXPERT'S REPORT CONSIDERS THE PROPOSED

TRANSACTION TO BE FAIR AND REASONABLETO THE NON-

ASSOCIATED SHAREHOLDERS IN THE COMPANY

THE INDEPENDENT COMMITTEE UNANIMOUSLY RECOMMENDS

THAT SHAREHOLDERS VOTE IN FAVOUR OF RESOLUTION 1

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS

VOTE IN FAVOUR OF RESOLUTION 2

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is given that an Extraordinary General Meeting (EGM) of the Shareholders of

Mosaic Brands Limited ACN 003 321 579 (the Company) will be held virtually via an online platform at https://meetnow.global/MG67U6Xon 14 April 2022 at 11:00am (Sydney time)

BUSINESS

Shareholders are invited to consider the following items of business at the EGM:

AGENDA

	Resolution 1			Approval of an acquisition of a substantial asset from a substantial
				shareholder by the exercise of the NBL Call Option
	Description			The Company seeks approval of Shareholders to exercise the option
				granted to the Company by Alquemie to acquire the remaining 49.9% of
				shares in EziBuy that the Company does not own for $11 million on the
				terms and conditions set out in the Explanatory Memorandum.
	Resolution			To consider and, if thought fit, pass the following resolution as an ordinary
				resolution:
				"That, for the purposes of Listing Rule 10.1 and for all other purposes,
				Shareholders approve the exercise of the option by the Company granted
				by Alquemie on the terms and conditions set out in the Explanatory
				Memorandum".
	Voting			The Company will disregard any votes cast in favour of Resolution 1 by
			or on behalf of Alceon GT Pty Limited ACN 122 362 458 Alquemie
	Exclusion
			Group Holdings Pty Ltd ACN 637 401 104 or any of their respective
				associates disposing of a substantial asset to, or acquiring a substantial
				asset from, Alquemie and any other person who will obtain a material
				benefit as a result of the Proposed Transaction (except a benefit solely
				by reason of being the holder of ordinary securities in the Company).

However, this does not apply to a vote cast in favourof the resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met
  o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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			o the holder votes on the resolution in accordance with
			directions given by the beneficiary to the holder to vote in
			that way.
	Resolution 2		Approval to repeal and replace the Company's constitution
	Description		The Company seeks approval of Shareholders to repeal and replace the
			Company's constitution to reflect amendments to the Corporations Act
			and the Listing Rules, on the terms set out in the Explanatory
			Memorandum.
	Resolution		To consider and, if thought fit, pass the following as a special resolution:
			"That, for the purpose of section 136(2) of the Corporations Act and for all
			other purposes, approval is given for the Company to repeal its existing
			constitution and adopt a new constitution in its place in the form presented
			at the Meeting and received by the Chair for identification purposes, with
			effect from the close of the Meeting."
	Voting		No voting exclusion statement applies to this resolution.
	Exclusion

Independent Expert's Report

Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of the Shareholder approvals required under Listing Rule 10.1 and Resolution

1. The Independent Expert's Report comments on the fairness and reasonableness of the

Proposed Transaction to the non-associated Shareholders in the Company.

The Independent Expert considers the Proposed Transaction to be fair and reasonable to the non-associated Shareholders in the Company.

Dated: 15 March 2022

By order of the Board and the Independent Committee of the Board of Mosaic Brands Limited

Luka Softa

Luke Softa

Company Secretary

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VOTING INFORMATION

Voting at the EGM

Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company has determined not to allow Shareholders to physically attend and vote at the Meeting. Please refer to the information below on how Shareholders can vote in advance of or during the meeting.

Securityholders must use the Computershare Meeting Platform to attend and participate in the meeting. The virtual Meeting Guide on how to attend the Meeting is available at www.computershare.com.au/virtualmeetingguide.

To participate in the meeting, you can log in by entering the following URL https://meetnow.global/MG67U6Xon your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their login details.

To participate in the meeting online follow the instructions below.

1. Click on 'Join Meeting Now'.
2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on [phone] one hour prior to the meetings to obtain their login details.
3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop down list.
4. Accept the Terms and Conditions and 'Click Continue'.

You can view the meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting is in progress

Voting by proxy

1. A Shareholder entitled to attend and vote at the EGM may appoint one proxy or, if the Shareholder is entitled to cast 2 or more votes at the Meeting, 2 proxies, to attend and vote instead of the Shareholder.
2. Where 2 proxies are appointed to attend and vote at the Meeting, each proxy may be appointed to represent a specified proportion or number of the Shareholder's voting rights at the Meeting.
3. A proxy need not be a Shareholder of the Company.
4. A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the Meeting.
5. You may still attend the EGM even if you have appointed a proxy. However, your proxy's authority to speak and vote for you at the meeting is suspended while you are present at the meeting.

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1. If you appoint someone other than the Chair as your proxy and give them voting instructions, the Act provides that the Chair of the meeting must cast those proxy votes on your behalf if your nominated proxy does not do so.
2. A proxy form accompanies this Notice. If a Shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this Notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power of authority by 11:00am (Sydney time) on 12 April 2022:

Online	Visitwww.investorvote.com.au
	and follow the instructions
	Custodian voting for intermediary
	online subscribers only
	www.intermediaryonline.com
By post	Computershare Investor
	Services Pty Limited
	GPO Box 242, Melbourne VIC
	3001
By personal	Ground Floor, 61 Dunning
delivery	Avenue Rosebery NSW 2018
By facsimile	1800 783 447 (within Australia)
	[phone] (outside
	Australia)

Voting and other entitlements at the EGM

A determination has been made by the Independent Committee of the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 6:30pm (Sydney time) on 12 April 2022 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Proxy voting by the chair

If you complete a proxy form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give her directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on the Resolutions. In accordance with this express authority provided by you, the Chair will vote in favour of the Resolutions. If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct her how to vote, please tick the appropriate boxes on the form.

The chair of the Independent Committee, Jacqueline Frank, will chair the Meeting and intends to vote all available undirected proxies in favour of each item of business.

Technical difficulties

Technical difficulties may arise during the course of the EGM. The Chair has discretion as to whether and how the meeting should proceed in the event that technical difficulties arise. In exercising her discretion, the Chair will have regard to the number of members impacted and the extent to which participation in the business of the EGM is affected.

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