VGI Partners : Merger Completion - VGI Partners and Regal Funds Management

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Regal Partners Limited

ABN 33 129 188 450

Level 47 Gateway, 1 Macquarie Place

Sydney NSW 2000 Australia

T. [phone]

www.regalpartners.com

AFSL No. 321789 | SEC Registered

6 June 2022

ASX Market Announcements Office

ASX Limited

Exchange Centre

20 Bridge Street

Sydney NSW 2000

CREATION OF A MARKET-LEADING ALTERNATIVE INVESTMENT MANAGER; COMPLETION OF MERGER

Regal Partners Limited (formerly VGI Partners Limited; the "Company") is pleased to announce the completion of its merger with Regal Funds Management Pty Limited ("Regal") in accordance with the terms of the Merger Implementation Deed dated 30 March 2022. The Company has acquired all of the shares in Regal in consideration for the issue of 141,008,460 new fully paid ordinary shares in the Company to Regal shareholders.

The Company's name has been changed from "VGI Partners Limited" to "Regal Partners Limited".

ANTICIPATED CHANGE OF ASX TICKER CODE TO "RPL"

The Company has requested that ASX change the Company's ASX ticker code from "VGI" to "RPL" and will make an announcement to the ASX when such change has been completed.

CHANGES TO BOARD OF DIRECTORS AND COMPANY SECRETARY

Darren Steinberg and Benjamin Pronk have resigned as directors of the Company. Robert Luciano resigned as Executive Chairman and director but will continue as Chief Investment Officer for the VGI Partners investment team within the broader group. The Board thanks each of the outgoing directors for their contribution to the Company.

Michael Cole, Sarah Dulhunty and Ian Gibson have been appointed as new directors of the Company. Michael Cole has been appointed as Independent Chair, Sarah Dulhunty will sit as an Independent Non-Executive Director, and Ian Gibson has been appointed as an Executive Director of the Company.

David Jones has transitioned from being an Executive Director to a Non-Executive Director of the Company.

Kathleen Liu has also been appointed as Joint Company Secretary of the Company. Ian Cameron, the Company's existing Company Secretary, will continue as Joint Company Secretary alongside Kathleen Liu.

CHANGES TO THE COMPANY'S CONSTITUTION

Following approval from the Company's shareholders at its Annual General Meeting, the Company has also adopted the changes to its constitution set out in the Notice of Meeting dated 27 April 2022. These were proposed to align the Company's constitution with recent developments in corporate law and governance, including to permit electronic meetings, the requirement to conduct certain resolutions by way of a poll, and updates in anticipation of potential changes to the ASX's CHESS system.

The Company's updated and restated constitution is attached at Annexure A.

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APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR

Brendan O'Connor has assumed the role of Chief Executive Officer and Managing Director of the Company following his appointment by the Board of Directors.

Brendan has over 25 years' experience in financial markets and asset management and was previously Chief Executive Officer of Regal. In addition, Brendan is a Director of Kilter Pty Ltd, a Director of Attunga Capital Pty Ltd and a Director of Gresham Royalties Management Pty Ltd. Prior to these roles, Brendan was Chief Financial Officer of Challenger's Asset Management and then Funds Management businesses and served as a director on the boards of several listed investment trusts and several of Fidante Partners' boutique asset managers.

A summary of the material terms of the employment arrangements for Brendan O'Connor is attached at Annexure B.

AUTHORISED FOR RELEASE BY:

Ian Cameron, Joint Company Secretary

INVESTOR CONTACT INFORMATION:

Ingrid Groer, CFA Regal Partners Limited

Phone: [phone] (inside Australia)

[phone] (outside Australia) Email: [e-mail]

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ANNEXURE A

CONSTITUTION

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For personal use only

Constitution

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Regal Partners Limited

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For personal use only

Constitution

Regal Partners Limited (ACN 129 188 450)

Preliminary

1. Defined terms
2. Interpretation
3. Replaceable rules

Shares

1. Rights
2. Issue of Shares
3. Commission and brokerage
4. Trusts not recognised
5. Joint holders
6. Share certificates
7. Class meetings
8. Non-marketableparcels

Calls 11

1. General
2. Instalments and amounts which become payable
3. Interest and expenses
4. Recovery of amounts due
5. Differentiation
6. Payment of calls in advance

Lien and forfeiture

1. Lien
2. Lien sale
3. Forfeiture notice
4. Forfeiture
5. Liability of former Member
6. Disposal of Shares

Transfer of Shares

1. General
2. Proportional takeover bid
3. Transfer procedure
4. Right to refuse registration

Transmission of Shares

1. Title on death
2. Entitlement to transmission

Changes to Share capital

30. Consolidation or division

Powers of attorney

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