Cash Converters International : Notice of AGM and Proxy Form

Cash Converters International Limited

ABN 39 069 141 546

Notice of

2019 Annual General Meeting,

Explanatory Memorandum

and Proxy Form

For the

Annual General Meeting

of

Cash Converters International Limited

To be held at

Duxton Hotel Perth, 1 St Georges Terrace, Perth WA 6000

On Monday 25 November 2019

Commencing at 10:00am (Western Standard Time)

Notice of Annual General Meeting

Notice is hereby given that the 2019 Annual General Meeting ("Meeting") of Cash Converters International Limited (the "Company") will be held at the Duxton Hotel Perth, 1 St Georges Terrace, Perth WA 6000, on Monday 25 November 2019 at 10am (WST).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

AGENDA ITEMS

ORDINARY BUSINESS

1. Financial report

To receive and consider the financial report for the year ended 30 June 2019 and the related directors' report, directors' declaration and auditor's report.

Note: there is no vote on this item.

2. Resolution 1 - Re-election of Mr Stuart Grimshaw

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

"That Mr Stuart Grimshaw, being a Director of the Company who retires by rotation under clause 52.1 of the Company's Constitution, and being eligible, is re-elected as a Director of the Company."

3. Resolution 2 - Non-binding resolution to adopt remuneration report

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

"That the remuneration report of the Company for the financial year ended 30 June 2019 be adopted."

Note: the vote on this resolution is advisory only and does not bind the Company or the Directors.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2:

• (in any capacity) by or on behalf of a member of the Key Management Personnel (which includes each of the Directors) named in the Company's 2019 remuneration report;
• (in any capacity) by or on behalf of a Closely Related Party of a member of the Key Management Personnel; or
• as a proxy by a member of the Key Management Personnel or a Closely Related Party of a

member of the Key Management personnel,

unless the vote is cast as proxy for a person entitled to vote on Resolution 2:

• in accordance with a direction on the Proxy Form; or
• by the Chairperson of the Meeting pursuant to an express authorisation to exercise the proxy.

EXPLANATORY MEMORANDUM

Shareholders are referred to the attached Explanatory Memorandum forming part of this Notice of Meeting.

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Notice of 2019 Annual General Meeting, Explanatory Memorandum and Proxy Form

Notice of Annual General Meeting

ENTITLEMENT TO VOTE

1. Snapshot date

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of determining entitlements to attend and vote at the Meeting, Shares will be taken to be held by the persons who are the registered holders at 10am (WST) on Saturday 23 November 2019. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Meeting.

2. Proxies

A Shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote at the Meeting instead of the Shareholder. A proxy need not be a Shareholder and can either be an individual or a body corporate. If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers in accordance with section 250D of the Corporations Act; and
• provides satisfactory evidence of the appointment of its corporate representative.

To be valid, your Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10am (WST) on Saturday 23 November 2019. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

A Shareholder that is entitled to cast 2 or more votes may appoint up to 2 proxies to attend the Meeting and vote on its behalf and may specify the proportion or number of votes that each proxy is entitled to exercise. If you do not specify the proportion or number of votes that each proxy is entitled to exercise, each proxy may exercise half of the votes. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the Company's share registry or you may copy the enclosed Proxy Form. To appoint a second proxy, you must follow the instructions on the Proxy Form.

Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy will automatically default to the Chairperson of the Meeting, who must vote the proxies as directed on a poll.

A Proxy Form is enclosed with this Notice. An additional form will be supplied by the Company on request.

If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chairperson) or a Closely Related Party of a member of the Key Management Personnel as their proxy, the Shareholder should ensure that they direct the member of the Key Management Personnel, or a Closely Related Party of a member of the Key Management Personnel, how to vote on Resolution 2.

If the Chairperson is your proxy or is appointed as your proxy by default, you may direct the Chairperson how to vote by ticking the relevant boxes in Step 2 of the Proxy Form. If you do direct the Chairperson how to vote in Step 2 of the Proxy Form, the Chairperson will vote on the relevant Resolution in accordance with those directions. If you do not direct the Chairperson how to vote, you will be directing the Chairperson to vote in accordance with the Chairperson's voting intentions in respect of the relevant Resolutions and you will also be expressly authorising the Chairperson to exercise your proxy in respect of the relevant Resolutions, even where the relevant Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

Please note: The Chairperson of the Meeting intends to vote all undirected proxies in favour of Resolutions 1 and 2.

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Notice of 2019 Annual General Meeting, Explanatory Memorandum and Proxy Form

Notice of Annual General Meeting

Online	At www.investorvote.com.au
By mail	Share Registry - Computershare Investor Services Pty Limited
By fax	GPO Box 242, Melbourne Victoria 3001, Australia
1800 783 447 (within Australia)
By mobile	[phone] (outside Australia)
Scan the QR Code on your Proxy Form and follow the prompts

Custodian voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.comto submit your voting intentions

By order of the Board

Brad Edwards

Company Secretary

18 October 2019

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Notice of 2019 Annual General Meeting, Explanatory Memorandum and Proxy Form

Explanatory Memorandum

IMPORTANT NOTICE

Please read this document carefully as it contains important information.

This Explanatory Memorandum has been prepared to help Shareholders understand the business to be considered at the Meeting.

1. Financial report

The Corporations Act and clause 38.1 of the Company's Constitution require:

• the reports of the directors and auditors; and
• the annual financial report, including the financial statements of the Company for the year

ended 30 June 2019,

to be laid before the Annual General Meeting. Neither the Corporations Act nor the Company's Constitution requires a vote of Shareholders on the reports or statements. However, Shareholders will be given ample opportunity to raise questions or comments on the management of the Company.

Also, a reasonable opportunity will be given to Shareholders as a whole at the Meeting to ask the Company's auditor questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

2. Resolution 1 - Re-election of Director

Clause 52.1 of the Company's Constitution requires that at every Annual General Meeting of the Company, one-third (or the number nearest to but not exceeding one third) of the Directors (except the Managing Director) shall retire from office. Clause 52.2 states that in every year the Director (or Directors) to retire is the one third (or other nearest whole number) who have been longest in office since their last election (and, as between two or more who have been in office an equal length of time, the Director determined by lot).

Re-election of Mr Stuart Grimshaw

In accordance with clauses 52.1 and 52.2 of the Company's Constitution, Mr Stuart Grimshaw retires by rotation and offers himself for re-election. The experience, qualifications and other information about Mr Grimshaw appear below:

Mr Stuart Grimshaw - Non-Executive Chairman

Appointed director 1 November 2014

Appointed Chairman 10 September 2015

Mr Grimshaw is currently the Chief Executive Officer of EZCORP Inc (a major shareholder in the Company). Prior to joining EZCORP in November 2014, Mr Grimshaw was the Managing Director and Chief Executive Officer of Bank of Queensland Limited (BOQ). During his 30-year career in financial services, Mr Grimshaw has held a wide variety of other roles across many functions of banking and finance, including at the Commonwealth Bank of Australia and National Australia Bank, where he was the Chief Executive Officer of Great Britain, with responsibility for large UK consumer banks Yorkshire Bank and Clydesdale Bank.

Mr Grimshaw has a Bachelor of Commerce and Administration (Victoria University, Wellington, New Zealand) and an MBA (Melbourne University, Australia). He has also completed the Program for Management Development at Harvard Business School.

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Notice of 2019 Annual General Meeting, Explanatory Memorandum and Proxy Form