Notice of 2020

Annual General

Meeting

Agenda

1. Financial Statements and Reports

To receive and consider the Financial Statements and the Reports of the Directors and Auditor for the 12 month period ended 30 September 2020.

No vote is held in connection with this item.

2. Remuneration Report

To consider and, if thought fit, to pass the following resolution:

"That the Remuneration Report, which forms part of the Directors' Report, for the 12 month period ended 30 September 2020 be adopted."

Note that the vote on this item is advisory only and does not bind the Company or the Directors of the Company; however, if 25% or more of the votes cast on this resolution are against it, the conditional spill resolution (item 8) will be put to the AGM.

3. Re-Election of Diana Eilert

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

"That Diana Eilert, being a director of the Company who retires pursuant to Rule 8.1.5(b) of the Constitution of the Company, and being eligible, is re-elected as a director of the Company."

4. Election of Matthew Quinn

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

"That Matthew Quinn, having been appointed by the Board since the last Annual General Meeting, who retires in accordance with Rule 8.1.5(a) of the Constitution of the Company, and being eligible, is elected as a director of the Company."

5. Managing Director's Long-Term Incentive

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

"That for the purposes of ASX Listing Rule 10.14, and for all other purposes, the grant of 101,000 performance rights to the Managing Director & Chief Executive Officer, Mr Mark Charles Allison, on the terms specified in the accompanying Explanatory Notes be approved."

6. Constitutional Amendment

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Constitution of the Company be amended in the manner set out in the accompanying Explanatory Notes, with effect from the close of the meeting."

7. Reinstatement of Proportional Takeover Approval Rule

To consider, and if thought fit, to pass the following resolution as a special resolution:

"That the proportional takeover approval rule in the form of rule 6 of the Company's Constitution, as last approved by shareholders on 14 December 2017, be reinstated in the Constitution for a period of three years from the date of the meeting."

8. Spill Resolution (Conditional Item)

Condition for item 8: This resolution will only be put to the Meeting if at least 25% of the votes validly cast on item 2 are against that resolution.

If you do not want a spill meeting to take place, you should vote 'against' item 8. If you want a spill meeting to take place, you should vote 'for' item 8.

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

'That, subject to and conditional on at least 25% of the votes cast on item 2 being cast against adoption of the Remuneration Report for the year ended 30 September 2020:

1. an extraordinary general meeting of the Company (the 'spill meeting') be held within 90 days of the passing of this resolution;
2. all of the Non-Executive Directors in office when the resolution to make the Directors' Report for the year ended 30 September 2020 was passed and who remain in office at the time of the spill meeting, cease to hold office immediately before the end of the spill meeting; and
3. resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting'.

Please refer to the accompanying Explanatory Notes, which form part of this Notice of Meeting, for more information on the proposed resolutions.

By Order of the Board

Peter Hastings

Company Secretary

13 November 2020