WIC: Update on Scheme-MAE Condition and Scheme Consideration

4 April 2022

Update on Proposed Scheme - MAE Condition and Scheme

Consideration

Westoz Investment Company Limited (Westoz or the Company) (ASX: WIC) is pleased to provide the following update on the status of the proposed scheme of arrangement (Scheme) under which WAM Capital Limited (WAM Capital) (ASX: WAM) is proposing to acquire all the Westoz shares that it does not currently own.

A copy of the Scheme Implementation Agreement (SIA) was announced to the Australian Securities Exchange (ASX) on 23 December 2021, and the Scheme Booklet was dispatched to Westoz shareholders on 3 March 2022.

Under the proposed Scheme, Westoz shareholders will receive new WAM Capital shares as consideration for their Westoz shares (Scheme Consideration). The SIA provided that the number of WAM Capital shares to be offered for each Westoz share was to be determined by a formula based on the ratio of the one day volume weighted average price (VWAP) for WAM Capital shares on 31 March 2022 (the Calculation Date) and a 7.5% premium to the pre-tax net tangible assets (NTA) of Westoz on the Calculation Date.

It was a condition precedent to the Scheme that at the Calculation Date, the WAM Capital share price premium to NTA remained between 12.5% and 25% (MAE Condition).

Annexed to the Scheme Booklet was an Independent Expert's Report prepared by BDO Corporate Finance (WA) Pty Ltd (Independent Expert), in which the Independent Expert concluded that the Scheme is fair and reasonable and therefore in the best interests of Westoz Shareholders, in the absence of a Superior Proposal.

MAE Condition

As noted in the Company's trading halt request on 1 April 2022, the Company has given WAM Capital formal notice under clause 3.5(b) of the SIA of a breach of the MAE Condition. A Material Adverse Effect occurred under paragraph (c) of the definition of Material Adverse Effect in clause 1.1 of the SIA, because:

• (a) the WAM Capital share price premium to NTA was greater than 25% on the Calculation Date; and

• (b) none of the exceptions under paragraphs (d) to (i) of the definition of Material Adverse Effect applied.

As there was a breach of the MAE Condition, pursuant to clause 3.7 of the SIA the parties have consulted in good faith with a view to determine whether the Scheme may proceed by way of alternative means or methods or whether to adjourn or change the date of an application to the Court.

Westoz Investment Company	Level 18	Telephone: [phone]	PO Box Z5036
Limited	58 Mounts Bay Road	Facsimile: [phone]	St Georges Terrace
Perth Western Australia 6000	web:www.westoz.com.au	Perth Western Australia 6831

Waiver of MAE Condition and Scheme Consideration Update

Westoz has agreed to waive the breach of the MAE Condition under the Scheme in conjunction with the parties agreeing to vary the SIA in relation to the calculation of the WAM Capital VWAP used to calculate the Scheme Consideration. The Westoz Board continues to recommend that Westoz Shareholders vote in favour of the Scheme (subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Westoz Shareholders - see below).

The parties have agreed to vary the SIA so that the WAM Capital VWAP used to calculate the Scheme Consideration is a 7 day VWAP for the 7 consecutive trading days ending on (and including)

the Calculation Date (rather than 1 day VWAP for the Calculation Date). WAM Capital has agreed to the variation on the condition that the current timetable for the Scheme is maintained. Utilising the 7 day VWAP ending on (and including) the Calculation Date, the estimated WAM Capital share price premium to the WAM Capital NTA* on the Calculation Date was approximately 29.9%. Based on the 1 day VWAP for WAM Capital Shares on the Calculation Date, the estimated WAM Capital share price premium to the WAM Capital NTA on the Calculation Date was approximately 31.2%.

The table below sets out the revised estimated Scheme Consideration compared to the estimated Scheme Consideration announced by Westoz on 30 March 2022, and with reference to the

Independent Expert's Report in the Scheme Booklet:

Estimated Scheme Consideration (WAM Capital shares per Westoz Share) as at 29 March 20221	0.681
Westoz NTA at the Calculation Date	$1.441
One day VWAP of WAM Capital for the Calculation Date2	$2.282
Scheme Consideration (WAM Capital shares per Westoz Share) as at the Calculation Date (calculated under the SIA prior to this announcement)3	0.679
IER exchange ratio range (WAM Capital shares per Westoz Share)4	0.605 - 0.739
Seven-day VWAP of WAM Capital for the seven consecutive trading days ending on and included the Calculation Date5	$2.259
Scheme Consideration (WAM Capital shares per Westoz Share) as at the Calculation Date (varied as outlined in this announcement)6	0.686

Notes:

1.

Calculated in accordance with the terms of the Scheme and announced to ASX on 30 March 2022.

* The WAM Capital NTA as at 31 March 2022 utilised for the calculation of the approximate premium to NTA is estimated only. WAM Capital's NTA is calculated as at the end of each month and will be published in accordance with ASX requirements by 14 March 2022.

Westoz Investment Company	Level 18	Telephone: [phone]	PO Box Z5036
Limited	58 Mounts Bay Road	Facsimile: [phone]	St Georges Terrace
Perth Western Australia 6000	web:www.westoz.com.au	Perth Western Australia 6831

• 2. The WAM Capital one-day VWAP share price is the overall VWAP as reported via IRESS as at the close of business on the day and is inclusive of all transactions including special crossings. No provisions have been made for exclusions or adjustments.

• 3. Derived using the formula disclosed in the Scheme Booklet. Shareholders were to receive a number of new WAM Capital shares based on the ratio of the WAM Capital one-day VWAP on the Calculation Date and a 7.5 % premium to the Westoz NTA.

• 4. As set out in the Independent Expert's Report, based on the Westoz NTA and WAM Capital's one day VWAP as at the date of the Independent Expert's Report.

• 5. The WAM Capital seven-day VWAP share price is the overall VWAP as reported via IRESS for the period of seven consecutive trading days ending on (and including) the close of business on the day and is inclusive of all transactions including special crossings. No provisions have been made for exclusions or adjustments.

• 6. Derived using the formula disclosed in the Scheme Booklet, as varied so that the WAM Capital VWAP used to calculate the Scheme Consideration is a seven-day VWAP for the seven consecutive trading days ending on (and including) the Calculation Date.

There have been no material changes to the terms of the initial SIA other than to the extent necessary to accommodate the increased Scheme Consideration.

Westoz is pleased to announce that the Scheme is progressing as planned, following the waiver of the MAE Condition and the variation in the Scheme Consideration calculation in relation to the WAM Capital VWAP. Subject to the proposed adjournment of the Scheme Meeting as outlined below to ensure that Westoz shareholders have the opportunity to consider and participate in the revised Scheme Consideration, Westoz has agreed to proceed on the basis that the previously announced indicative timetable for the Scheme will continue to apply.

Independent Expert's Opinion

The Independent Expert has considered the variation to the Scheme Consideration, and has provided the Company with the attached letter confirming that it continues to conclude that the Scheme is fair and reasonable, and therefore in the best interests of Westoz shareholders (in the absence of a superior proposal).

Adjournment of the Scheme Meeting

Westoz has requested that the Chair of the Scheme Meeting adjourn the meeting until 10.00am on Wednesday, 6 April 2022 to allow Westoz shareholders time to consider the impact of the variation to the Scheme Consideration.

The Chair of the Scheme Meeting has advised Westoz that he will exercise his discretion to adjourn the Scheme Meeting under the orders made by the Court convening the Scheme Meeting.

Westoz shareholders should note that as the deadline for receipt of proxy forms closed at 10:00am on Saturday 2 April 2022, Westoz shareholders who have already submitted proxy forms who wish to change their vote will need to attend the Scheme Meeting in person or by corporate representative to revoke their proxy and vote at the Scheme Meeting through the online virtual meeting system (available athttps://meetnow.global/MHCSQNQ).

Westoz Investment Company	Level 18	Telephone: [phone]	PO Box Z5036
Limited	58 Mounts Bay Road	Facsimile: [phone]	St Georges Terrace
Perth Western Australia 6000	web:www.westoz.com.au	Perth Western Australia 6831

Update on other Scheme Conditions

The Company also wishes to advise that the condition precedent under clause 3.1(f) of the SIA has been satisfied, with the Company having entered into a binding deed with Westoz Funds Management Pty Ltd to terminate the Management Agreement (as defined in the SIA) with effect from the implementation of the Scheme.

Further Information

For further information please contact Anthony Hewett, Company Secretary on 08 9488 1445, Monday to Friday from 7:00am to 3:00pm (Perth time).

This announcement has been approved for release by the Board of Westoz Investment Company Limited.

For further information please contact:

Anthony Hewett

Company Secretary

Westoz Investment Company [e-mail]08 9488 1445

Westoz Investment Company	Level 18	Telephone: [phone]	PO Box Z5036
Limited	58 Mounts Bay Road	Facsimile: [phone]	St Georges Terrace
Perth Western Australia 6000	web:www.westoz.com.au	Perth Western Australia 6831

Commercial in Confidence

03 April 2022

The Directors

Westoz Investment Company Limited Level 18 Alluvion

58 Mounts Bay Road, Perth WA 6000

Dear Directors

INDEPENDENT EXPERT'S REPORT RE UPDATE ON THE TRANSACTION

This forms an update to our Independent Expert Report dated 25 February 2022 (Our IER). We confirm that we were advised by Westoz Investment Company Limited (Westoz or the Company) of updates to the Scheme Implementation Agreement (SIA or Scheme) between Westoz and WAM Capital Limited (WAM Capital)(Update on Transaction) being:

1. the amendment of the definition of "WAM Capital VWAP" in clause 1.1 of the SIA to change it from a one day Volume Weighted Average Price (VWAP) to a seven day VWAP for the period of seven consecutive trading days ending on (and including) the Calculation Date being 31 March 2022 (Calculation Date); and

2.

the trading halt requested by Westoz following the breach of the condition precedent under clause 3.5(b) of the SIA where at the Calculation Date, the WAM Capital share price premium to NTA should remain between 12.5% and 25.0% (Condition Precedent). The WAM Capital share price premium to the WAM Capital NTA on the Calculation Date was approximately 31% thus exceeding the 25% maximum threshold. Westoz has agreed to waive the Condition Precedent after having considered the impact of the variation on the proposed Scheme.

Following the Update on Transaction, we updated our valuation of a Westoz Share and our valuation of the Scheme consideration in Our IER by taking into consideration the information in the Update on Transaction while leaving all else constant.

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 AFS Licence No 316158 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.