Re-election of Directors – ordinary resolutions

Ordinary Business

1. Annual Report To receive and consider the Annual Financial Report and the Reports of the Directors and of the Auditor for the Financial Year ended 31 July 2019.

2. Remuneration Report – ordinary resolution To adopt the Remuneration Report for the year ended 31 July 2019. Note: Votes cast on this resolution are advisory only and are not binding on the Company or its Directors. However, certain provisions of the Corporations Act, known as the “two strikes” rule, come into effect if the Remuneration Report resolution receives “against” votes of 25% or more of the votes cast at two consecutive Annual General Meetings. The 2018 Remuneration Report was adopted by a show of hands with fewer than 25% of votes cast against. Please see below for the voting exclusion statement for this item. The Chairman of the meeting intends to vote all undirected proxies in favour of item 2.

3. Re-election of Directors – ordinary resolutions 3a. To re-elect as a Director Mr Robert D Millner, who retires by rotation in accordance with clause 37.1 of the Company’s Constitution and, being eligible, offers himself for re-election. The Chairman of the meeting intends to vote all undirected proxies in favour of item 3a. 3b. To re-elect as a Director Mr Warwick M Negus, who retires from the Board and, being eligible, offers himself for re-election. The Chairman of the meeting intends to vote all undirected proxies in favour of item 3b.

4. Grant of Performance Rights to the Managing Director, Mr Todd J Barlow – ordinary resolution

To consider and, if thought fit, pass the following as an ordinary resolution:

“That approval is given for the granting of 91,902Performance Rights to the Managing Director, Mr Todd J Barlow, under the Washington H. Soul Pattinson and Company Limited Rights Plan on the terms and conditions described in the Explanatory Notes to this Notice of Meeting, for the purposes of section 208 of the Corporations Act and ASX Listing Rule 10.14 and all other purposes.” Please see below for the voting exclusion statement for this item. The Chairman of the meeting intends to vote all undirected proxies in favour of item 4.