Pacific Current : Notice of Annual General Meeting/Proxy Form

Tacoma // Denver // Sydney // Melbourne

ASX ANNOUNCEMENT

16 October 2020

2020 Annual General Meeting

Pacific Current Group Limited (ASX:PAC), provides the following documents in relation to PAC's 2020 Annual General Meeting, to be held virtually on Friday 20 November 2020 at 10.00am (AEDT):

• Notice of Meeting (including Annexure A - Constitution);
• Proxy Form; and
• Shareholder question form.

AUTHORISED FOR LODGEMENT BY:

Tony Robinson

Chair

-ENDS-

CONTACT

For Investor enquiries:

• Paul Greenwood - Managing Director & CEO and CIO
• 1. [e-mail]
  1. ([phone]

For Media enquiries in the US:

• Jessica Rettig - Director Marketing
• 1. [e-mail]
  1. ([phone]

ABOUT PACIFIC CURRENT GROUP

Pacific Current Group Limited is a multi-boutique asset management firm dedicated to providing exceptional value to shareholders, investors and partners. We apply our strategic resources, including capital, institutional distribution capabilities and operational expertise to help our partners excel. As of 16 October 2020, Pacific Current Group has investments in 15 boutique asset managers globally.

Pacific Current Group Limited (ABN 39 006 708 792)

Level 29, 259 George Street, Sydney NSW 2000 Australia

www.paccurrent.com

Tel: [phone] // Fax: [phone]

Pacific Current Group Limited

Notice of Annual General Meeting

2020

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2020 Annual General Meeting (AGM or Meeting) of Pacific Current Group Limited ACN 006 708 792 (Pacific Current) will be held virtually:

Date:	Friday, 20 November 2020
Time:	10:00am AEDT

Venue: ZOOM Webcast at: https://paccurrent.zoom.us/webinar/register/WN_J2P M4cU6Qcyx17EcdryUVw

Pre-registration is required.

Online Facility: Shareholders may also participate in

	the AGM and vote using the Online
	Voting Facility at:
	web.lumiagm.com/322957646
Meeting ID:	322957646

The Explanatory Memorandum provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

ITEMS OF BUSINESS

1. CONSIDERATION OF REPORTS

To receive and consider the Financial Report, the Directors' Report and the Independent Auditor's Report of Pacific Current Group Limited for the financial year ended 30 June 2020.

2. ELECTION OF DIRECTORS

RESOLUTION 1 - RE-ELECTION OF ANTONY (TONY) ROBINSON

To consider and, if considered appropriate, pass the following Ordinary Resolution:

"That Antony (Tony) Robinson, a Non-Executive Director retiring in accordance with rule 7.1(f) of the Constitution, being eligible, is re-elected as a Non-Executive Director of Pacific Current Group Limited."

RESOLUTION 2 - RE-ELECTION OF PETER KENNEDY

To consider and, if considered appropriate, pass the following Ordinary Resolution:

"That Peter Kennedy, a Non-Executive Director retiring in accordance with rule 7.1(f) of the Constitution, being eligible, is re-elected as Non-Executive Director of Pacific Current Group Limited."

3. REMUNERATION REPORT

RESOLUTION 3 - ADOPTION OF REMUNERATION REPORT

NOTICE OF ANNUAL GENERAL MEETING 2020

4. INCREASE IN NON-EXECUTIVE DIRECTOR'S FEE POOL

RESOLUTION 4 - INCREASE IN NON-EXECUTIVE DIRECTORS' FEE POOL

To consider and, if considered appropriate, pass the following Ordinary Resolution:

"To approve, in accordance with ASX Listing Rule 10.17 and article 7.3(b) of the Company's Constitution, the increase in total aggregate maximum annual remuneration payable to Non-Executive Directors of the Company by way of Directors' fees from $650,000 to a maximum of $750,000."

5. ADOPTION OF NEW CONSTITUTION RESOLUTION 5 - ADOPTION OF NEW CONSTITUTION

To consider and, if considered appropriate, pass the following Special Resolution:

"That for the purposes of section 139 of the Corporations Act, and for all other purposes, the existing constitution of the Company be repealed and, in its place, a constitution in the form presented to the meeting, and signed by the Chair for the purposes of identification, be adopted as the new constitution of the Company."

BY ORDER OF THE BOARD

Clare Craven

Company Secretary

16 October 2020

To consider and if considered appropriate, pass the following Advisory Resolution:

"That the Remuneration Report for the year ended 30 June 2020 (set out in the Directors' Report), is adopted."

2 | P a g e

IMPORTANT VOTING INFORMATION VOTING EXCLUSIONS

Voting exclusion for Resolution 3 - Remuneration Report

A vote on Resolution 3 must not be cast (in any capacity) by, or on behalf of, the following persons:

1. a member of Pacific Current's Key Management Personnel (KMP) whose remuneration details are included in the 2020 Remuneration Report; or
2. a closely related party of such a KMP (including close family members and companies the KMP controls).

However, a person described above may cast a vote on Resolution 3 as a proxy, if the vote is not cast on behalf of a person described above and either:

1. the proxy appointment is in writing and specifies the way the proxy is to vote the resolution (e.g. for, against, abstain) on; or
2. the vote is cast by the Chair of the AGM and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on the resolution; and
   2. expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

In accordance with section 250BD of the Corporations Act 2001 (Cth) (Corporations Act), a vote must not be cast on Resolution 3 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of such a KMP, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chair of the AGM where the proxy appointment expressly authorises the Chair of the AGM to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

KMP has the meaning as set out in the Corporations Act and refers to Directors of Pacific Current and those persons having authority and responsibility for planning, directing and controlling the activities of Pacific Current, directly or indirectly. Closely related party has the same meaning as set out in the Corporations Act.

Voting exclusion for Resolution 4 - Increase in Non- Executive Director's Fee Pool

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of any Director of the Company or any of their respective Associates.

However, this does not apply to a vote cast in favour of Resolution 4 by:

NOTICE OF ANNUAL GENERAL MEETING 2020

the directions given to the proxy or attorney to vote on Item 4 in that way; or

• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Item 4, in accordance with a direction given to the Chair of the Meeting to vote on Item 4 as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:
  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 Item; and
  o the holder votes on the Item in accordance with the directions given by the beneficiary to the holder to vote in that way.

In addition, a vote must not be cast on Resolution 4 by any person who is a KMP member at the time this item is voted on at the AGM, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on Item 4. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on Resolution 4 because the Company's proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

The Company will apply the above voting exclusions to persons appointed as an attorney by a shareholder to participate and vote at the AGM under a power of attorney, as if they were appointed as a proxy.

• a person as proxy or attorney for a person who is entitled to vote on Item 4, in accordance with

3 | P a g e