VGI Partners : Notice of 2022 AGM and Explanatory Memorandum

VGI Partners Limited ABN 33 129 188 450 39 Phillip Street

Sydney NSW 2000 Australia T. [phone]www.vgipartners.com

AFSL No. 321789 | SEC Registered

27 April 2022

ASX Market Announcements Office ASX Limited

Exchange Centre 20 Bridge Street Sydney NSW 2000

BY ELECTRONIC LODGEMENT

Despatch of Notice of Annual General Meeting and Explanatory Memorandum

VGI Partners Limited (VGI:ASX, "VGI") announces the despatch of Notice of its 2022 Annual General Meeting. The Notice of Meeting includes an Explanatory Memorandum regarding the proposed merger between VGI and Regal Funds Management Pty Limited ("Regal") (the "Merger") and is appended to this announcement. The document is also available to view and download atwww.vgipartners.com/company(the "VGI Website") under "AGMs".

Annual General Meeting

The business of the Annual General Meeting is set out in full in the Notice of Meeting but will comprise both ordinary business as well as special business relating to the Merger.

The Annual General Meeting will be held 1.00pm (Sydney time) on Friday, 27 May 2022 at The Barnet Long Room, Customs House, 31 Alfred Street Sydney NSW 2000. If it becomes necessary to make alternative arrangements with respect to any aspect of the Annual General Meeting, VGI will advise VGI shareholders through the VGI Website and by making an announcement to the ASX.

VGI shareholders and proxyholders can also participate online athttps://web.lumiagm.com/351-261-367. The meeting ID is 351-261-367. VGI shareholders who join the Annual General Meeting virtually will be able to listen to the Annual General Meeting, vote in real time, ask questions and make comments online. VGI shareholders will also have an option to ask questions via telephone. For further instructions on how to participate online and via telephone, please view the Virtual / Teleconference AGM Guide, which is appended to this announcement after the Notice of Meeting and which is available on the VGI Website.

All VGI shareholders are encouraged to vote either by attending and voting at the Annual General Meeting, or by lodging a proxy to attend and vote at Annual General Meeting. The Notice of Meeting provides information on how to lodge your proxy form (if applicable).

Explanatory Memorandum

The Explanatory Memorandum, which forms part of the Notice of Meeting, provides VGI shareholders with information about the Merger. VGI shareholders are advised to read the Explanatory Memorandum in its entirety before making a decision on whether or not to vote in favour of the resolutions relating to the Merger that are set out in the Notice of Meeting.

The Explanatory Memorandum includes a copy of the Independent Expert's Report prepared by Lonergan Edwards & Associates Limited, which should be read in full together with the Explanatory Memorandum.

Director's recommendation

The VGI Board unanimously recommends that VGI shareholders vote in favour of the resolutions relating to the Merger that are set out in the Notice of Meeting, in the absence of a superior proposal. Each VGI director intends to vote all of their eligible VGI shares in favour of those resolutions, in the absence of a superior proposal.

Accessing the Notice of Meeting and Explanatory Memorandum

The Notice of Meeting, including the Explanatory Memorandum, is available for viewing and downloading from the VGI Website. In addition, VGI shareholders who have previously elected:

• • to receive shareholder notices electronically will receive an email to their nominated email address that will contain instructions about how to view or download a copy of the Notice of Meeting, including the Explanatory Memorandum; and

• • to receive shareholder notices physically will receive a printed copy by post of the Notice of Meeting, including the Explanatory Memorandum.

VGI shareholders who have not made either such elections will receive a letter (sent by post to their registered address) containing details of where they can view and download the Notice of Meeting, including the Explanatory Memorandum.

VGI shareholders who wish to receive a printed copy of the Notice of Meeting, including the Explanatory Memorandum, may request one by calling the VGI Shareholder Information Line on 1300 737 760 (within Australia) or [phone] (outside Australia), Monday to Friday between 8:30am and 5:30pm (Sydney time) or [e-mail].

Further information

VGI shareholders can obtain further information in relation to the Explanatory Memorandum, the Merger or the Annual General Meeting by visiting the VGI Website or calling the VGI Shareholder Information Line on 1300 737 760 (within Australia) or [phone] (outside Australia), Monday to Friday between 8:30am and 5:30pm (Sydney time).

Authorised for release by:

Ian Cameron, Company Secretary

Investor contact information:	Media contact information:
Ingrid Groer, CFA	Max Hewett
Head of Investor Relations	GRACosway
VGI Partners Limited	Phone: [phone]
Phone: [phone] (inside Australia)	Email:[e-mail]
[phone] (outside Australia)
Email:[e-mail]

Notice of Annual General

Meeting and Explanatory Memorandum

www.vgipartners.com

VGI Partners Limited I Notice of Annual General Meeting and Explanatory Memorandum

A

Contents

Notice of Annual General Meeting

Ordinary Business 2

Special Business 2

Voting Exclusion Statements 3

Explanation of Resolutions 4

Notes on Meeting Aendance and Voting 11

Proxy Form 13

Explanatory Memorandum

Important Notices 16

Annexure A

Independent Expert ReportCorporate Directory

1	Leer from the Executive Chairman and Managing Director	18
2	Key Dates	20
3	Frequently Asked Questions	21
4	Why you should vote in favour of, and potential reasons
why you may wish to vote against, the Merger Resolutions	25
5	Details of the Merger	28
6	Overview of VGI and Regal	33
7	Overview of the Merged Group	40
8	Additional Information	48
9	Glossary	56
63
155

VGI Partners Limited I Notice of Annual General Meeting and Explanatory Memorandum