ASHLEY SERVICES GROUP LIMITED — AGM Information 2015

Sep 27, 2015

28 September 2015

Dear shareholder,

Notice of 2015 Annual General Meeting

I am pleased to invite you to attend the Ashley Services Group Limited ( ASH ) 2015 Annual General Meeting of shareholders ( AGM ), which has been scheduled as follows:

Date : Friday, 30 October 2015 Time : 10.00 AM (Sydney time) Venue : Norton Rose Fulbright Australia Level 18, Grosvenor Place, 225 George Street Sydney NSW 2000

Transportation instructions are on the last page of the attached Notice of Meeting ( Notice ).

The business to be dealt with at the AGM is provided on page 1 of the Notice.

If you are able to attend the AGM, please bring the enclosed Proxy Form with you to assist in your registration at the AGM. Shareholders are encouraged to arrive before the starting time of 10:00 AM to ensure you are seated before the start of the meeting.

If you are not attending the AGM, you are encouraged to appoint a proxy to attend and vote on your behalf by lodging your proxy appointment online at www.linkmarketservices.com.au or by completing the enclosed Proxy Form and returning it in the envelope provided. Instructions on how to appoint a proxy are detailed on the back of the Proxy Form. Proxies must be received no later than 10:00 AM (Sydney time) on Wednesday, 28 October 2015 to be valid for the AGM. Proxies may be lodged online or returned by mail to the address noted on the proxy form or by fax on (02) 9287 0309 if you are sending from within Australia or +61 2 9287 0309 if you are sending from outside Australia.

The Chairman’s and Managing Director’s addresses to the AGM will be placed on the ASH website and made as an ASX announcement on the day of the AGM.

You are encouraged to let us know of any questions you may have before the AGM. Details of how to lodge those questions before the AGM are on page 3 of the Notice.

We look forward to seeing you at the AGM.

Yours sincerely,

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Peter Turner Chairman

PO >[PO BOX 166 ] T >[02 9672 7777 ] Blacktown NSW 2148 F > 02 9672 7007 W > ashleyservicesgroup.com.au

Ashley Services Group Limited ABN 92 094 747 510

A >[11 Holbeche Road ] Arndell Park NSW 2148

ASHLEY SERVICES GROUP LIMITED ABN 92 094 747 510 NOTICE OF 2015 ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting ( Meeting or AGM ) of shareholders of Ashley Services Group Limited ( ASH or the Company ) will be held at Norton Rose Fulbright Australia, Level 18, 225 George Street, Grosvenor Place, Sydney on Friday, 30 October 2015 at 10:00 AM (Sydney time).

ORDINARY BUSINESS

1. Financial Report

To receive and consider the Financial Report of the Company and the consolidated entities, and the Reports of the Directors and Auditor for the financial year ended 30 June 2015.

2. Re-election of Director

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

“That Mr Vince Fayad who in accordance with rule 68.2 of the Company’s constitution retires from office at the AGM, and who is eligible for re-election, be reelected as a Director of the Company.”

3. Remuneration Report

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

“That the Remuneration Report for the financial year ended 30 June 2015, as set out in the Directors’ Report section of the Annual Report, be adopted”.

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

By Order of the Board

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Ron Hollands Company Secretary 28 September 2015

ELIGIBILITY TO VOTE

For the purpose of the Meeting, the Directors have determined that shares will be taken to be held by persons registered as shareholders of the Company as at 7:00 PM (Sydney time) on Wednesday, 28 October 2015 .

PROXIES

Each shareholder who is entitled to attend and vote at the AGM may appoint not more than two proxies to attend and vote at the AGM on the shareholder’s behalf. A proxy need not be a shareholder of the Company, and may be either an individual or a body corporate. Where two proxies are appointed by a shareholder, the shareholder may specify the proportion or number of votes which each proxy is entitled to exercise on a poll. If the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise one half of the votes (disregarding fractions) on a poll.

Due to the voting exclusions and requirements referred to in this Notice, if you intend to appoint any Director or other member of the Company’s ‘key management personnel’[1] ( KMP ) or their closely related parties, other than the Chairman , as your proxy, you should direct your proxy how to vote on Item 3 (Remuneration Report) by marking either "For", "Against" or "Abstain" on the Proxy Form for the relevant Item of business. If you do not direct such a proxy how to vote on those Items they will not be able to vote an undirected proxy and your vote will not be counted. This does not apply to the Chairman, who is able to vote undirected proxies. Direction to Chairman : If the Chairman of the Meeting is appointed, or taken to be appointed, as proxy, the shareholder can direct the Chairman of the Meeting to vote for or against or to abstain from voting on a resolution, including Item 3 (Remuneration Report), by marking the appropriate box opposite each resolution on the Proxy Form. However, if a shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on the proposed resolutions set out in this Notice, then the Chairman intends to vote all available undirected proxies in favour of each of the proposed resolutions, including Item 3 (Remuneration Report) (if a poll is called on the relevant resolution).

VOTING EXCLUSIONS

The Company will disregard any votes cast on the resolutions as follows:

Item 3 Remuneration Report

A vote must not be cast (in any capacity) on Item 3 , and the Company will disregard any votes cast on Item 3 :

• by or on behalf of a KMP whose remuneration is included in the Remuneration Report; or

• by or on behalf of a closely related party[2] (such as close family members and any controlled companies) of a KMP whose remuneration is included in the Remuneration Report.

However, a person described above may cast a vote on Item 3 if:

• the person does so as a proxy that specifies how the proxy is to vote (For, Against or Abstain) on Item 3 ; or

• the person is the Chairman of the Meeting and has been appointed as a proxy without being directed how to vote on Item 3 , and the appointment expressly authorises the Chairman to exercise the proxy even though Item 3 is connected directly or indirectly with the remuneration of a member of the KMP for the Company; and

• in either case, the vote is not cast on behalf of a person described above.

CORPORATE REPRESENTATIVES

A body corporate which is a shareholder or the proxy of a shareholder may appoint an individual as its representative to exercise all or any of its powers that it could exercise at the Meeting. The representative should bring to the meeting original documentary evidence of his or her appointment, including any authority under which the appointment is signed.

1 For the full definition of ‘key management personnel’, please refer to section 9 of the Corporations Act 2001 . 1 Ashley Services Group Limited Notice of Annual General Meeting 2015

2 For the full definition of ‘closely related party’, please refer to section 9 of the Corporations Act 2001 .

PROXY DEADLINE

A Proxy Form and, if the Proxy Form is not signed by the shareholder, the power of attorney or other authority (if any) under which the Proxy Form is signed (or a certified copy of that power of attorney or other authority), must be received by the Company at least 48 hours before the time for holding the Meeting – that is, by 10:00 AM (Sydney time) on Wednesday, 28 October 2015 .

Documents may be lodged with the Company by:

• Online lodgement : Lodge an electronic proxy at www.linkmarketservices.com.au

• Mail : Post documents in the accompanying replypaid envelope to:

Ashley Services Group Limited c/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

Documents which are posted will be deemed to have been served on the day following the day on which they are posted.

• Facsimile : Fax documents to the ASH share registry, Link Market Services Limited on (02) 9287 0309 if you are sending from within Australia or +61 2 9287 0309 if you are sending from outside Australia.

• Hand : Deliver documents to the ASH share registry, Link Market Services Limited, at either: Level 12, 680 George Street, Sydney NSW 2000 or

• 1A Homebush Bay Drive, Rhodes NSW 2138

EXPLANATORY NOTES

These Explanatory Notes have been prepared for the information of shareholders in connection with the business to be transacted at the 2015 Annual General Meeting of shareholders. The Directors recommend shareholders read these Explanatory Notes in full before making any decision in relation to the resolutions in question.

ITEM 1 – CONSIDER FINANCIAL REPORT

A copy of the ASH Annual Report 2015 ( Annual Report ) can be found on the Company’s website (http://www.ashleyservicesgroup.com.au/).

During discussion of this item, there will be an opportunity for shareholders to ask questions about, or comment on, the Annual Report and the management and performance of the Company. Shareholders will also have the opportunity to ask the auditor questions relevant to the conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by the Company, and the independence of the auditor in relation to the conduct of the audit.

ITEM 2 – RE-ELECTION OF DIRECTOR: MR VINCE

FAYAD

Three of the Company’s four Directors were re-elected at the 2014 Annual General Meeting of shareholders. Therefore, in accordance with rule 68.2 of the Company’s constitution, one director determined by lot or by agreement among the Directors must retire at the 2015 AGM, but is eligible for re-election. It has been determined that Mr Vince Fayad will retire at the 2015 AGM and will stand for re-election.

ANNUAL REPORT - ONLINE

ASH’s Annual Report for the year ended 30 June 2015 is available on the ASH website at http://www.ashleyservicesgroup.com.au/.

QUESTIONS FROM SHAREHOLDERS

Shareholders are invited to register questions in advance of the AGM. If you would like further information on ASH, or would like to ask a question of ASH or the Auditor at this AGM, you may submit your questions by completing the enclosed form and returning it to the Company’s share registrar in accordance with the instructions for lodgement detailed above.

Shareholders may submit written questions to the auditor about its audit report or the conduct of the audit. Written questions must be received no later than 5 business days before the day before the Meeting, being 5:00 PM (Sydney time) on Friday, 23 October 2015 .

Mr Vince Fayad BBus (UTS), CA Non-Executive Director

Mr Fayad was appointed to the Board on 21 July 2014 and was re-elected at the 2014 Annual General Meeting.

Mr Fayad is a director of PKF Corporate Finance (NSW) Pty Limited and has over 30 years’ experience in Chartered Accountancy. He holds a Bachelor of Business and is a registered company auditor and tax agent. Mr Fayad has advised a broad range of listed and private companies on a number of mergers and acquisitions and undertaken a number of transactions for companies in the recruitment sector, including Initial Public Offers, independent expert reports, valuations and purchase price allocations.

Mr Fayad currently sits on the board of Greenvale Energy NL.

Mr Fayad is chairman of the Audit Committee and Nomination Committee and a member of the Remuneration Committee.

Mr Fayad has an indirect interest in 78,221 shares in the Company.

Directors’ recommendation: Each of the Directors (excluding Mr Fayad) recommends that shareholders vote in favour of Item 2.

2 Ashley Services Group Limited Notice of Annual General Meeting 2015

ITEM 3 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Directors’ Report section of the Annual Report.

The Remuneration Report includes an explanation of ASH’s remuneration policy and the remuneration arrangements in place for Directors and other key management personnel.

The objective of ASH’s executive reward framework is to ensure that reward for performance is competitive and appropriate for the results delivered. The framework seeks to align executive reward with achievement of strategic objectives and the creation of value for shareholders.

The Board seeks to ensure that executive reward satisfies the following key criteria for good reward governance practices:

• competitiveness and reasonableness;

• acceptability to shareholders;

• performance linkage/alignment of executive;

• compensation;

• transparency; and

• capital management.

• executive service agreements;

• share-based compensation; and

• additional information.

During discussion of this Item, there will be an opportunity for shareholders to ask questions about, or comment on, the Remuneration Report.

The Board submits the Remuneration Report to shareholders for consideration and adoption by way of a non-binding resolution as required by the Corporations Act 2001 (Cth).

Although the vote on this resolution does not bind the Directors or the Company, the Board respects the views of its shareholders and will take the outcome of the vote into account when considering remuneration policy in the future.

As a result of amendments to the Corporations Act 2001 (Cth) generally known as the “two strikes rule”, shareholders should note that the results of the vote on this item may impact the conduct of next year’s AGM. The Directors encourage shareholders to apply the same level of diligence in relation to this resolution as they do with the binding resolutions.

In summary, the Remuneration Report deals with:

• key management personnel;

• principles used to determine the nature and amount of remuneration;

Directors’ recommendation: The Directors unanimously recommend that shareholders vote in favour of Item 3.

• non-executive Director remuneration;

• details of remuneration;

3 Ashley Services Group Limited Notice of Annual General Meeting 2015

LOCATION OF ANNUAL GENERAL MEETING NORTON ROSE FULBRIGHT AUSTRALIA, LEVEL 18, GROSVENOR PLACE, 225 GEORGE STREET, SYDNEY NSW 2000 AT 10.00 AM (Sydney time) ON FRIDAY, 30 OCTOBER 2015

Public transport : Norton Rose Fulbright Australia is located in Grosvenor Place at 225 George Street, Sydney which is located two blocks from both Wynyard train station and Circular Quay train station and two blocks from the ferry terminals at Circular Quay. The area is also serviced frequently by buses. Car : Grosvenor Place carpark is located underneath Grosvenor Place and is operated by Wilson Parking. For more information, visit http://www.wilsonparking.com.au/go/wilson-car- parks/nsw/grosvenor place

4 Ashley Services Group Limited Notice of Annual General Meeting 2015

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ABN 92 094 747 510

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Ashley Services Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 554 474 PROXY FORM I/We being a member(s) of Ashley Services Group Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am on Friday, 30 October 2015 at Norton Rose Fulbright Australia, Level 18, 225 George Street, Grosvenor Place, Sydney (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolution 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 3, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 2 Re-election of Director

2 Re-election of Director Mr Vince Fayad

3 Adoption of Remuneration Report

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

ASH PRX501C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 28 October 2015, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default Reference Number (SRN) or Holder Identification Number (HIN) to the Chairman of the Meeting, who is required to vote those proxies as as shown on the front of the Proxy Form). directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy BY MOBILE DEVICE QR Code Form, including where the Resolution is connected directly or indirectly Our voting website is designed specifically with the remuneration of KMP. for voting online. You can now lodge VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT your proxy by scanning the QR code adjacent or enter the voting link You may direct your proxy how to vote by placing a mark in one of the www.linkmarketservices.com.au into boxes opposite each item of business. All your shares will be voted in your mobile device. Log in using the accordance with such a direction unless you indicate only a portion of Holder Identifier and postcode for your voting rights are to be voted on any item by inserting the percentage or shareholding. number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may To scan the code you will need a QR code reader application vote as he or she chooses. If you mark more than one box on an item your which can be downloaded for free on your mobile device. vote on that item will be invalid. BY MAIL APPOINTMENT OF A SECOND PROXY  Ashley Services Group Limited You are entitled to appoint up to two persons as proxies to attend the C/- Link Market Services Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. Sydney South NSW 1235 Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the  BY FAX percentage of your voting rights or number of shares applicable to that +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your  BY HAND votes. Fractions of votes will be disregarded; and delivering it to Link Market Services Limited (b) return both forms together. 1A Homebush Bay Drive Rhodes NSW 2138 SIGNING INSTRUCTIONS or You must sign this form as follows in the spaces provided: Level 12 Individual: where the holding is in one name, the holder must sign. 680 George Street Joint Holding:* where the holding is in more than one name, either Sydney NSW 2000 shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• During business hours (Monday to Friday, 9:00am–5:00pm)

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

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ABN 92 094 747 510

LODGE YOUR QUESTIONS

ONLINE 

www.linkmarketservices.com.au

BY MAIL  Ashley Services Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX

 +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

• ALL ENQUIRIES TO Telephone: +61 1300 554 474

Please use this form to submit any questions about Ashley Services Group Limited (“the Company”) that you would like us to respond to at the Company’s 2015 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report. This form must be received by the Company’s share registrar, Link Market Services Limited, by 5:00pm on Friday, 23 October 2015. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders. My question relates to (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction

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