Westoz Investment : Update on Proposed Scheme - Release of Scheme Booklet

Update on Proposed Scheme - Release of Scheme Booklet

only1 March 2022

useWestoz 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) has proposed to acquire all the Westoz shares that it does not currently own.

A copy of the Scheme Implementation Agreement was announced to the Australian Securities Exchange (ASX) on 23 December 2021.

personalOn 28 February 2022, the Supreme Court of Western Australia (Court) ordered the convening of a meeting of Westoz shareholders to consider and if thought fit, approve the Scheme (Scheme

Meeting). The Scheme Meeting will be held at 10am (Perth time) on Monday, 4 April 2022.

Release of Scheme Booklet

Westoz is pleased to advise that the Notice of Access for the Scheme Booklet including the Independent Expert's Report and the Notice of Meeting for the Scheme Meeting will be dispatched to Westoz shareholders on or before 3 March 2022.

Westoz shareholders will receive a Notice of Access which will provide details about how to view or download the Scheme Booklet and lodge their proxies for the Scheme Meeting.

Westoz shareholders who wish to receive a printed copy of the Scheme Booklet may request one by calling Anthony Hewett on [phone] or via email [e-mail]

A copy of the Scheme Booklet including the Independent Expert's Report follows this announcement.

ForScheme Meeting

The Scheme Meeting will be held at 10am (Perth time) on Monday, 4 April 2022.

In order to minimise health risks associated with the COVID-19 pandemic, the Scheme Meeting will be conducted entirely virtually.

Westoz shareholders will be able to participate, vote and ask questions in the Scheme Meeting virtually. Shareholders and their proxies, attorneys or corporate representatives will not be able to attend the physical location of the Scheme Meeting but will be able to participate via the Computershare Meeting Platform.

W es t oz I n v es t m en t C om p a n y	Level 18	Telephone: [phone]	PO Box Z5036
L i m i t ed	58 Mounts Bay Road	Facsimile: [phone]	St Georges Terrace
	Perth Western Australia 6000	web: www.westoz.com.au	Perth Western Australia 6831

onlyIndependent Expert's Conclusion

The Independent Expert, BDO Corporate Finance (WA) Pty Ltd, has concluded that the Scheme is fair and reasonable and, therefore, is in the best interests of Westoz shareholders in the absence of a superior proposal. The Independent Expert's conclusions should be read in context with the full Independent Expert's Report and Scheme Booklet.

Recommendation

useThe directors of Westoz continue to recommend that Westoz shareholders vote in favour of the Scheme in the absence of a superior offer and subject to the Independent Expert concluding and continuing to conclude, that the Scheme is in the best interest of Westoz shareholders.

Each director who holds a relevant interest in Westoz shares intends to vote in favour of the scheme in the absence of a superior offer and subject to the Independent Expert concluding and continuing to conclude that, the Scheme is in the best interest of Westoz shareholders.

personalWAM Capital has advised that the Wilson Asset Management Group members who hold Westoz shares are in favour of the Scheme, however will abstain from voting on the Scheme at the Scheme

Meeting.

Further Information

Westoz encourages all Westoz shareholders to read the Scheme Booklet in its entirety before deciding whether to vote in favour of the Scheme at the Scheme Meeting.

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.

ForFor further information please contact:

Anthony Hewett Company Secretary

Westoz Investment Company Limited [e-mail]

08 9488 1445

W es t oz I n v es t m en t C om p a n y	Level 18	Telephone: [phone]	PO Box Z5036
L i m i t ed	58 Mounts Bay Road	Facsimile: [phone]	St Georges Terrace
	Perth Western Australia 6000	web: www.westoz.com.au	Perth Western Australia 6831

For personal use only

Westoz Investment Company Limited

ACN 113 332 942

Scheme Booklet

for a scheme of arrangement in relation to the proposed acquisition of all your fully paid

ordinary shares in Westoz Investment Company Limited by WAM Capital Limited

Your Westoz Directors unanimously recommend that, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Westoz Shareholders, you

VOTE IN FAVOUR

of the Proposed Transaction with

WAM Capital Limited

ACN 086 587 395

The Independent Expert has concluded that the Scheme is fair and reasonable and therefore

in the best interests of Westoz Shareholders, in the absence of a Superior Proposal.

This is an important document and requires your prompt attention. You should read it in its entirety before you decide how to vote on the Scheme. If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser.

Legal Adviser to Westoz

Legal Adviser to WAM Capital

Scheme Booklet

Important information

For personal use only

Important Information

This Scheme Booklet contains important information

The purpose of this Scheme Booklet is to explain the terms of the Scheme, the manner in which the Scheme will be considered and implemented (if the Scheme Conditions are satisfied), and to provide such information as is prescribed or otherwise material for Westoz Shareholders when deciding whether or not to vote in favour of the Scheme. This Scheme Booklet includes the explanatory statement required by section 412(1) of the Corporations Act in relation to the Scheme. You should read this Scheme Booklet in its entirety before making a decision on whether or not to vote in favour of the Scheme.

Investment decisions

This Scheme Booklet is for Westoz Shareholders collectively and does not take into account an individual's investment objectives, financial situation, taxation position or other particular needs.

This Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Scheme, Westoz Shares or New WAM Capital Shares. If you are in any doubt about what you should do, you should seek independent legal, financial or other professional advice before making any investment decision in relation to the Scheme.

Responsibility for information

The information concerning Westoz contained in this Scheme Booklet, including financial information and information as to the views and recommendations of the Westoz Directors, has been provided by Westoz and is the responsibility of Westoz. Neither WAM Capital, nor any WAM Capital officers, nor its advisers, nor the advisers of Westoz assume any responsibility for the accuracy or completeness of that information.

The WAM Capital Information has been provided by WAM Capital and is the responsibility of WAM Capital. Neither Westoz, nor any Westoz officers, nor its advisers, nor the advisers of WAM Capital assume any responsibility for the accuracy or completeness of that information.

BDO Corporate Finance (WA) Pty Ltd (ACN 124 031 045 and Australian Financial Services Licence No. 316 158) (BDO) has prepared the Independent Expert's Report set out in Annexure A of this Scheme Booklet and takes responsibility for that report. WAM Capital, Westoz and their respective advisers (except for BDO) do not assume any responsibility for the accuracy or completeness of the Independent Expert's Report.

The information regarding the Australian taxation implications of the Scheme contained in

Section 12 of this Scheme Booklet is general in nature only. WAM Capital, WAM Capital Directors, Westoz, Westoz Directors and their respective advisers do not assume any responsibility for the accuracy or completeness of the information set out in Section 12 of this Scheme Booklet.

Role of ASIC, ASX, and the Court

A copy of this Scheme Booklet has been examined by ASIC pursuant to section 411(2)(b) of the Corporations Act and lodged with, and registered by, ASIC under section 412(6) of the Corporations Act. Westoz has requested ASIC provides statements, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides those statements, they will be produced to the Court on the Second Court Date.

A copy of this Scheme Booklet has been lodged with ASX.

Neither ASIC, ASX nor any of their officers takes any responsibility for the contents of this Scheme Booklet.

Notice of Scheme Meeting

The Notice of Scheme Meeting is set out in Annexure D.

Notice of Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting.

Any Westoz Shareholder may appear at the Second Court Hearing, expected to be held at 10:00am (WST) on 8 April 2022.

Any Westoz Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on Westoz a notice of appearance in the prescribed form together with any affidavit that the Westoz Shareholder proposes to rely on.

The notice of appearance and affidavit must be served on Westoz at its address for service at least one day before the Second Court Hearing. The address for service is c/- Steinepreis Paganin, Level 4, The Read Buildings, 16 Milligan Street, Perth Western Australia 6000.

Important notice associated with Court order under section 411(1) of the Corporations Act

The Court is not responsible for the contents of this Scheme Booklet and the fact that under section 411(1) of the Corporations Act the Court ordered on 28 February 2022 that a meeting of Westoz Shareholders be convened by Westoz to consider and vote on the Scheme and has approved the Scheme Booklet does not mean that the Court:

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Scheme Booklet

Important information

For personal use only

1. has formed any view as to the merits of the proposed Scheme or as to how Westoz Shareholders should vote (on this matter, Westoz Shareholders must reach their own decision); or
2. has prepared, or is responsible for, the content of this Scheme Booklet.

Forward-looking statements

This Scheme Booklet contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. The statements contained in this Scheme Booklet about the advantages and disadvantages expected to result from the Scheme are forward- looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Westoz, WAM Capital and/or the Combined Group to be materially different from future results, performance or achievements expressed or implied by such statements. The results, performance and achievements of Westoz, WAM Capital and/or the Combined Group and the change of a Scheme Shareholder's ownership of Westoz Shares and New WAM Capital Shares are subject to various risks that are summarised in Section 11 of this Scheme Booklet and that may be beyond the control of Westoz, WAM Capital and/or the Combined Group.

As a result, the actual results, performance or achievements of Westoz, WAM Capital and the Combined Group following implementation of the Scheme, as well as the actual advantages and disadvantages of the Scheme, may differ significantly from those that are anticipated in respect of timing, amount or nature and may never be achieved.

The forward-looking statements included in this Scheme Booklet reflect views only as of the date of this Scheme Booklet. None of Westoz, WAM Capital, the Westoz Directors or the WAM Capital Directors or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Scheme Booklet will actually occur and you are cautioned not to place undue reliance on such forward- looking statements.

All written and oral forward-looking statements attributable to Westoz or WAM Capital or any person acting on their behalf are qualified by this cautionary statement. Subject to any continuing obligations under the ASX Listing Rules or the Corporations Act, neither Westoz nor WAM Capital give any undertaking to update or revise any such statements after the date of this Scheme Booklet to reflect any change in expectations in relation

thereto or any change in events, conditions or circumstances on which any such statement is based.

Ineligible Overseas Shareholders

This Scheme Booklet and the Scheme are subject to Australian disclosure requirements that may be different to those applicable in other jurisdictions. Neither this Scheme Booklet nor the Scheme constitute or are intended to constitute an offer of securities in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Scheme Booklet outside of Australia may be restricted by law and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities law. WAM Capital and Westoz disclaim all liabilities to such persons.

No action has been taken to register or qualify the New WAM Capital Shares or otherwise permit a public offering of such securities in any jurisdiction outside Australia.

Restrictions in certain jurisdictions outside Australia may make it impractical or unlawful for New WAM Capital Shares to be issued under the Scheme to, or received under the Scheme by, Westoz Shareholders in those jurisdictions.

Any Westoz Shareholder whose address as shown in the Westoz Register on the Record Date is outside of Australia or its external territories will be an Ineligible Overseas Shareholder for the purposes of the Scheme, unless WAM Capital is satisfied, acting reasonably, that it is permitted to allot and issue New WAM Capital Shares to that Scheme Shareholder under the Scheme by the laws of that holder's country of residence, either unconditionally or after compliance with conditions which WAM Capital in its sole discretion regards as acceptable and not unduly onerous or impracticable.

Ineligible Overseas Shareholders will not receive New WAM Capital Shares. Instead, all Ineligible Overseas Shareholders will have the New WAM Capital Shares that would otherwise have been issued to them under the Scheme issued to the Sale Agent, as nominee in trust for the Scheme Shareholders, for sale on market following implementation of the Scheme.

Nominees, custodians and other Scheme Shareholders who hold Westoz Shares on behalf of a beneficial owner resident in Australia or its external territories may forward this Scheme Booklet (or accompanying documents) to such beneficial shareholder but may not forward this Scheme Booklet to any person in any other country without the consent of WAM Capital.

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