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Knights Capital Group Limited

Knights Capital Group Limited. General Meeting 12 March 2019. Agenda. Introduction – Grant Priest, Company Secretary Declarations – Lawful Notice Quorum Chairman of meeting Introduction of Directors & Advisors Business of Meeting – Grant Hodgetts, Executive Director

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Knights Capital Group Limited

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  1. Knights Capital Group Limited General Meeting 12 March 2019

  2. Agenda • Introduction – Grant Priest, Company Secretary • Declarations – • Lawful Notice • Quorum • Chairman of meeting • Introduction of Directors & Advisors • Business of Meeting – Grant Hodgetts, Executive Director • Background to meeting and resolutions • Ordinary Business requiring >50% of voting members to be approved • Resolution 1 – First Capital Reduction (Ordinary Resolution) • Resolution 2 – Second Capital Reduction (Ordinary Resolution) • Resolution 3 – Third Capital Reduction (Ordinary Resolution) • Special Business requiring >75% of voting members to be approved • Resolution 4 – Amendment to Constitution (Special Resolution) • Voting • Closure of meeting Knights Capital Group Limited

  3. Board and Advisors • Knights Capital Group Limited • Grant Hodgetts, Executive Director • Greg Paramor, Independent Non-executive Director • Michael Britton, Independent Non-executive Director • Grant Priest, Company Secretary • Graeme Jennings, Partner, Accru Page Kirk & Jennings – Auditors • Matt Anderson, Partner, Clayton Utz – Solicitors, Corporate advice • Sonia Feron, Director, UHY Haines Norton Perth – Accountants and tax advice Knights Capital Group Limited

  4. Agenda • Introduction – Grant Priest, Company Secretary • Declarations – • Lawful Notice • Quorum • Chairman of meeting • Introduction of Directors & Advisors • Business of Meeting – Grant Hodgetts, Executive Director • Background to meeting and resolutions • Ordinary Business requiring a simple majority of >50% of voting members to be approved • Resolution 1 – First Capital Reduction (Ordinary Resolution) • Resolution 2 – Second Capital Reduction (Ordinary Resolution) • Resolution 3 – Third Capital Reduction (Ordinary Resolution) • Special Business requiring >75% of voting members, who vote, to be approved • Resolution 4 – Amendment to Constitution (Special Resolution) • Voting • Closure of meeting Knights Capital Group Limited

  5. Agenda • Introduction – Grant Priest, Company Secretary • Declarations – • Lawful Notice • Quorum • Chairman of meeting • Introduction of Directors & Advisors • Business of Meeting – Grant Hodgetts, Executive Director • Background to meeting and resolutions • Ordinary Business requiring a simple majority of >50% of voting members to be approved • Resolution 1 – First Capital Reduction (Ordinary Resolution) • Resolution 2 – Second Capital Reduction (Ordinary Resolution) • Resolution 3 – Third Capital Reduction (Ordinary Resolution) • Special Business requiring >75% of voting members, who vote, to be approved • Resolution 4 – Amendment to Constitution (Special Resolution) • Voting • Closure of meeting Knights Capital Group Limited

  6. Agenda Background to meeting and resolutions • The Explanatory Memorandum attached to the Notice of Meeting dated 14 February 2019 detailed the purpose of the Meeting and provided additional information in relation to the Resolutions • Until the litigation with Bajada & Associates Pty Ltd and Selwyn John Bajada was settled, the Company was not able to pay a distribution or return capital to Shareholders. • The litigation was settled in late November 2018. • A return of capital requires shareholder approval. • The funds currently available to the Company are of a capital nature. It is proposed that an initial return of capital be made to shareholders and that subsequent returns of capital be made when the funds are available to do so. • Rather than hold several meetings to approve the return of capital to shareholders, given the time and cost of doing so, your Board is seeking approval at today’s meeting to authorise the first and future returns of capital without the need to arrange separate meetings for that purpose. Knights Capital Group Limited

  7. Agenda Background to meeting and resolutions cont. • Your Board has determined that it would be in the best interests of Shareholders to realise the remaining assets of the Company and for the Company to be wound up. • As the remaining assets are sold, your Board intends to make further timely returns of capital, in one or more tranches, to shareholders. • The marketing campaign for the sale of the Albany properties commenced this week and it is hoped that a sale of these assets could be finalised by the third quarter of 2019. • Given the Company’s minority interest in an unlisted company, your Board is concerned that it may prove difficult to secure a buyer on reasonable terms and at a reasonable price for the Company’s shareholding in Arbortech Limited. In such a case, Resolutions 3 & 4 will give your Board the discretion to transfer the Arbortech shares to shareholders by way of a pro rata in-specie transfer of capital. Knights Capital Group Limited

  8. Agenda Background to meeting and resolutions cont. • Cedar Woods Wellard Pty Ltd is developing the Emerald Park estate at Baldivis and the Company has a 35% interest in CWWL. As CWWL’s cash flow allows, it will return capital to its shareholders. On current estimates, the project should complete in 2020 with all remaining capital returned shortly thereafter and the company wound up and deregistered. • The Company’s remaining assets are shares in the ASX listed entities, Discovery Africa and Greatcell Solar Limited. • Discovery Africa’s holding was worth $7,990 (acquisition cost $248,415) at COB on 11 March 2019 but Administrators have been appointed to Greatcell Solar Limited (acquisition cost $135,571) and it is unlikely that the Company will be able to recover any of its investment. • Once all of the Company’s assets have been sold, the Board intends to take all steps necessary to initiate the winding up and deregistration of the Company. Knights Capital Group Limited

  9. Agenda Background to meeting and resolutions cont. • Key Dates Knights Capital Group Limited

  10. Agenda Background to meeting and resolutions cont. Before we move to the business of the meeting, I would be pleased to spend a few minutes answering any questions that you may have. Knights Capital Group Limited

  11. Agenda • Introduction – Grant Priest, Company Secretary • Declarations – • Lawful Notice • Quorum • Chairman of meeting • Introduction of Directors & Advisors • Business of Meeting – Grant Hodgetts, Executive Director • Ordinary Business requiring >50% of voting members to be approved • Resolution 1 – First Capital Reduction (Ordinary Resolution) • Resolution 2 – Second Capital Reduction (Ordinary Resolution) • Resolution 3 – Third Capital Reduction (Ordinary Resolution) • Special Business requiring >75% of voting members to be approved • Resolution 4 – Amendment to Constitution (Special Resolution) • Background to meeting and resolutions • Voting • Closure of meeting Knights Capital Group Limited

  12. Agenda Resolution 1 – First Capital Reduction To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That for the purposes of section 256B of the Corporations Act, 30.5(a) of the Company's Constitution and for all other purposes, and within 7 days following the meeting, the issued share capital of the Company be reduced by $3,914,023.26 (being $0.1625 per Share) and that reduction be effected and satisfied by the payment to the holders of Shares on the Record Date of $0.1625 for each Share held by them as at the Record Date and otherwise on the terms and conditions set out in the Explanatory Statement to this Notice." For the purpose of Resolution 1: • Record Datemeans the day the capital reduction takes place; and • Sharesmeans fully paid ordinary shares in the capital of the Company. Knights Capital Group Limited

  13. Agenda • Introduction – Grant Priest, Company Secretary • Declarations – • Lawful Notice • Quorum • Chairman of meeting • Introduction of Directors & Advisors • Business of Meeting – Grant Hodgetts, Executive Director • Ordinary Business requiring >50% of voting members to be approved • Resolution 1 – First Capital Reduction (Ordinary Resolution) • Resolution 2 – Second Capital Reduction (Ordinary Resolution) • Resolution 3 – Third Capital Reduction (Ordinary Resolution) • Special Business requiring >75% of voting members to be approved • Resolution 4 – Amendment to Constitution (Special Resolution) • Background to meeting and resolutions • Voting • Closure of meeting Knights Capital Group Limited

  14. Agenda Resolution 2 – Second Capital Reduction To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That for the purposes of section 256B of the Corporations Act, 30.5(a) and 30.7 of the Company's Constitution and for all other purposes, if and with effect from a day as determined by the Board, the issued share capital of the Company be reduced by an amount up to the Reduction Amount, which may be carried out in one or more tranches and that reduction be effected and satisfied by the payment to the holders of Shares on the Record Date of the Reduction Amount proportionately to the number of Shares held by the holder as at the Record Date and otherwise on the terms and conditions set out in the Explanatory Statement to this Notice." • For the purpose of Resolution 2: • Record Datemeans the day a share capital reduction takes place; • Reduction Amountmeans an amount determined by the board having regard to the net proceeds of the sale of the remaining assets of the Company plus any cash in excess of the Company's needs. • Shares means fully paid ordinary shares in the capital of the Company. Knights Capital Group Limited

  15. Agenda • Introduction – Grant Priest, Company Secretary • Declarations – • Lawful Notice • Quorum • Chairman of meeting • Introduction of Directors & Advisors • Business of Meeting – Grant Hodgetts, Executive Director • Ordinary Business requiring >50% of voting members to be approved • Resolution 1 – First Capital Reduction (Ordinary Resolution) • Resolution 2 – Second Capital Reduction (Ordinary Resolution) • Resolution 3 – Third Capital Reduction (Ordinary Resolution) • Special Business requiring >75% of voting members to be approved • Resolution 4 – Amendment to Constitution (Special Resolution) • Background to meeting and resolutions • Voting • Closure of meeting Knights Capital Group Limited

  16. Agenda Resolution 3 – Third Capital Reduction To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That for the purposes of section 256B of the Corporations Act, 30.5(a) of the Company's Constitution and for all other purposes, if and with effect from a day as determined by the Board, the issued share capital of the Company be reduced by an amount equal to the Reduction Amount and that reduction be effected and satisfied by the in specie distribution to the holders of Shares on the Record Date of the Arbortech Shares proportionately to the number of Shares held by the holder as at the Record Date and otherwise on the terms and conditions set out in the Explanatory Statement to this Notice." For the purpose of Resolution 3: • Arbortech means Arbortech Industries Limited; • Arbortech Shares means the 1,290,087 ordinary shares in Arbortech held by the Company; • Record Datemeans the day the share capital reduction takes place; • Reduction Amountmeans the value of the Arbortech Shares on the Record date, as determined by the Directors; and • Shares means fully paid ordinary shares in the capital of the Company. Knights Capital Group Limited

  17. Agenda • Introduction – Grant Priest, Company Secretary • Declarations – • Lawful Notice • Quorum • Chairman of meeting • Introduction of Directors & Advisors • Business of Meeting – Grant Hodgetts, Executive Director • Ordinary Business requiring >50% of voting members to be approved • Resolution 1 – First Capital Reduction (Ordinary Resolution) • Resolution 2 – Second Capital Reduction (Ordinary Resolution) • Resolution 3 – Third Capital Reduction (Ordinary Resolution) • Special Business requiring >75% of voting members to be approved • Resolution 4 – Amendment to Constitution (Special Resolution) • Background to meeting and resolutions • Voting • Closure of meeting Knights Capital Group Limited

  18. Agenda Resolution 4 – Amendment to Constitution To consider and, if thought fit, pass the following resolution as a special resolution: • "That the Company modify the constitution of the Company by inserting the following as Rule 30.7: • 30.7 Distribution of assets • The method of payment by the Company of a return of capital by a reduction of capital, a share buy-back or otherwise, may include any or all of the payment of cash, the issue of shares or other financial products and the transfer of assets (including shares or other financial products in another body corporate or trust). • If the Board has determined that the Company return capital by a reduction of capital, a share buy-back or otherwise, wholly or partly by the distribution (either generally or to specific members) of specific assets (including by the issue or transfer of shares or other financial products), the Board may: • settle any issue concerning the distribution in any way the Board resolves; • round amounts up or down to the nearest whole number, or ignore amounts or fractions less than a particular value; • value assets for distribution and determine that the Company pay cash to any member on the basis of that valuation; • vest assets in a trustee on trust for the members entitled to any financial products as a result of that distribution; and • authorise any person to make, on behalf of all members entitled to any financial products as a result of that distribution, an agreement with the relevant body corporate or trust providing for the issue or transfer to them of those financial products (including an agreement to become a member of that body corporate) and, in executing any such document, the person acts as agent and attorney for those members." Knights Capital Group Limited

  19. Agenda • Introduction – Grant Priest, Company Secretary • Declarations – • Lawful Notice • Quorum • Chairman of meeting • Introduction of Directors & Advisors • Business of Meeting – Grant Hodgetts, Executive Director • Ordinary Business requiring >50% of voting members to be approved • Resolution 1 – First Capital Reduction (Ordinary Resolution) • Resolution 2 – Second Capital Reduction (Ordinary Resolution) • Resolution 3 – Third Capital Reduction (Ordinary Resolution) • Special Business requiring >75% of voting members to be approved • Resolution 4 – Amendment to Constitution (Special Resolution) • Background to meeting and resolutions • Voting • Closure of meeting Knights Capital Group Limited

  20. Agenda Proxy Voting closed at 10 30am on 10 March 2019 Securities on issue – 24,086,29 Valid securities voted – 16,658,384 Valid securities voted – 69.16% Resolution 1 For 16,211,310 97.32% Resolution 2 For 16,211,310 97.32% PASSED Against 361 0.00% PASSED Against 361 0.00% Open – usable 446,7132.68% Open – usable 446,713 2.68% Abstain11,233 N/A Abstain11,223 N/A Resolution 3 For 16,191,98297.27% Resolution 4 For 16,200,932 97.26% PASSEDAgainst8,939 0.05%PASSED Against 10,739 0.06% Open – usable 446,713 2.68% Open – usable 446,713 2.68% Abstain 21,983 N/A Abstain 11,233 N/A Knights Capital Group Limited

  21. Agenda • Introduction – Grant Priest, Company Secretary • Declarations – • Lawful Notice • Quorum • Chairman of meeting • Introduction of Directors & Advisors • Business of Meeting – Grant Hodgetts, Executive Director • Ordinary Business requiring >50% of voting members to be approved • Resolution 1 – First Capital Reduction (Ordinary Resolution) • Resolution 2 – Second Capital Reduction (Ordinary Resolution) • Resolution 3 – Third Capital Reduction (Ordinary Resolution) • Special Business requiring >75% of voting members to be approved • Resolution 4 – Amendment to Constitution (Special Resolution) • Background to meeting and resolutions • Voting • Closure of meeting Knights Capital Group Limited

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