ASX LIMITED — AGM Information 2017

Aug 16, 2017

ASX Limited ABN 98 008 624 691

NOTICE OF ANNUAL GENERAL MEETING

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26 SEPTEMBER 2017

ASX Limited (ASX or the Company) will hold its Annual General Meeting (AGM) at 10.00am (AEST) on Tuesday 26 September 2017 at the ASX Auditorium, Lower Ground Floor, Exchange Square, 18 Bridge Street, Sydney, New South Wales for the purpose of transacting the business set out in this Notice.

BUSINESS

KEY DATES

ASX financial report

1. To receive the financial statements, directors’ report and auditor’s report for ASX and its controlled entities for the year ended 30 June 2017.

Note: There is no requirement for shareholders to approve these reports.

Securities Exchanges Guarantee Corporation Limited – financial report for National Guarantee Fund

1. To receive the financial statements and auditor’s report for the National Guarantee Fund for the year ended 30 June 2017.

Note: There is no requirement for shareholders to approve these reports.

Election of directors

1. To elect directors:

2. a. Mr Damian Roche, who retires by rotation and offers himself for re-election as a director of ASX

3. b. Mr Peter Warne, who retires by rotation and offers himself for re-election as a director of ASX

4. c. Mr Robert Priestley, who having been appointed a director of ASX on 17 May 2017 in accordance with the ASX constitution, offers himself for election as a director of ASX.

Note: Each resolution will be voted on separately. The non-candidate directors unanimously support the re-election of Mr Roche and Mr Warne and the election of Mr Priestley.

Remuneration report

1. To adopt the remuneration report for the year ended 30 June 2017.

Note: This resolution is advisory only and does not bind the Company or the directors. The directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the Company’s remuneration policies.

Eligibility to attend and vote

You are eligible to attend and vote at the meeting if you are registered as an ASX shareholder at 7.00pm (AEST) on Monday 25 September 2017.

Last date to submit Voting Form

Your completed Voting Form must be received by Link Market Services no later than 10.00am (AEST) on Sunday 24 September 2017.

MEETING NOTES

The Chairman intends to vote undirected proxies on, and in favour of, all resolutions set out in this Notice.

The Chairman will call a poll for all proposed resolutions. Please refer to the explanatory notes for further information on the proposed resolutions and applicable voting exclusions.

QUESTIONS FROM SHAREHOLDERS

Shareholders may direct questions during the meeting to the Chairman about the operations and management of ASX, or to ASX’s auditor about the content of the auditor’s report and the conduct of the audit.

Questions may be submitted online at www.linkmarketservices. com.au. Questions should be submitted no later than Tuesday 19 September 2017.

Responses to the most frequently asked questions will be consolidated and made available at the meeting and posted on ASX’s website.

YOUR PRIVACY

Attendees at the meeting may be video recorded. A live AGM webcast will be available on the ASX website.

Grant of performance rights to the Managing Director and CEO

1. To approve the grant of performance rights to the Managing Director and CEO, Mr Dominic Stevens, as described in the explanatory notes.

Increase cap on non-executive directors’ remuneration

1. That the total amount of fees that may be paid to ASX’s non-executive directors as a whole be increased by $200,000 from $2.8 million to a maximum of $3 million.

By order of the Board Daniel Csillag Company Secretary 17 August 2017

Annual Report for the year ended 30 June 2017 – view online at: www.asx.com.au/about/asx-shareholder-reports.htm

26 SEPTEMBER 2017

NOTICE OF ANNUAL GENERAL MEETING

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ASX Limited ABN 98 008 624 691

HOW TO VOTE

Direct voting

You may vote directly on resolutions considered at the meeting without attending the meeting or appointing a proxy.

To vote by direct vote, mark Box A on the Voting Form. You must complete the voting directions for Items 3 to 6 by marking “For” or “Against” for your vote to be counted.

If you cast a direct vote, you are still entitled to attend the meeting. However, your attendance will cancel your direct vote unless you instruct ASX or Link Market Services otherwise.

The Direct Voting Regulations governing direct voting are available online at www.asx.com.au. By submitting a direct vote, you agree to be bound by these regulations.

Appointing a proxy

You can appoint a proxy to attend and vote on your behalf as an alternative to attending the meeting in person or casting a direct vote.

To appoint a proxy, mark Box B on the Voting Form. You can direct your proxy how to vote on Items 3 to 6 by marking “For”, “Against” or “Abstain”.

A proxy does not need to be a shareholder of ASX. A proxy may be an individual or a company. You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Voting Forms and specify the percentage or number of votes each proxy is appointed to exercise. If you do not specify a percentage or number in both forms, each proxy may exercise half of the votes. You must return both Voting Forms together. If you require an additional Voting Form, please contact Link Market Services on + 61 1300 724 911.

If you sign the enclosed Voting Form, and mark both Box A and Box B, or neither, the Chairman will be appointed as your proxy. The Chairman intends to vote undirected proxies on, and in favour of, all the proposed resolutions.

If you appoint a proxy, you may still attend the meeting. However, your proxy’s rights to speak and vote will be suspended while you are present.

Attending the meeting in person

Eligible shareholders may attend the meeting and vote in person.

If you intend to attend the meeting in person, you do not need to submit a Voting Form.

You may still attend the meeting and vote in person even if you have lodged a direct vote or appointed a proxy. You will be provided with a poll voting card on the day. If you have previously submitted a Voting Form, your attendance will cancel your direct vote (unless you instruct - ASX or Link Market Services otherwise) or suspend your proxy appoint ment while you are present at the meeting.

Please bring your personalised Voting Form with you as it will help you to register your attendance at the meeting. If you do not bring your Voting Form with you, you can still attend the meeting but representatives from Link Market Services will need to verify your identity. You can register from 9.00am (AEST) on the day of the meeting.

IMPACT OF YOUR PROXY APPOINTMENT ON YOUR VOTING INSTRUCTIONS

If you appoint the Chairman as your proxy and do not direct him how to vote, you are authorising the Chairman to cast your undirected vote on all proposed resolutions.

If you appoint any other member of ASX’s key management personnel (KMP) or their closely related party as your proxy, they will not be able to vote your proxy on Item 4 (Remuneration report), Item 5 (Grant of performance rights to Managing Director and CEO) or Item 6 (Increase cap on non-executive directors’ remuneration) unless you have directed them how to vote.

“Closely related party” is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a KMP.

If you intend to appoint a KMP or their closely related party or the Chairman as your proxy, you are encouraged to direct them how to vote on Items 3 to 6 by marking “For”, “Against” or “Abstain” for each of those items of business.

The Chairman’s voting intentions

The Chairman intends to vote undirected proxies on, and in favour of, all the proposed resolutions. If there is a change to how the Chairman intends to vote undirected proxies, ASX will make an announcement to the market.

The Chairman’s decision on the validity of a direct vote, vote cast by a proxy or vote cast in person, is conclusive.

SUBMITTING YOUR VOTING FORM

Your completed Voting Form must be received by Link Market Services no later than 10.00am (AEST) on Sunday 24 September 2017. An original or a certified copy of any power of attorney under which the form was signed must also be received by this time unless previously provided to Link Market Services.

You can lodge your vote:

• online at www.linkmarketservices.com.au by following the instructions. You will need your Security holder Reference Number (SRN) or Holder Identification Number (HIN), which is set out on the enclosed Voting Form or

• by completing the enclosed Voting Form and:

• –posting it to Link Market Services using the reply paid envelope or to Locked Bag A14 Sydney South, NSW 1235

• –faxing it to +61 (2) 9287 0309

• –hand delivering it to Link Market Services, at Level 12, 680 George Street Sydney NSW 2000

• using a mobile device by scanning the QR code on the back on the Voting Form. To scan the QR code you will need a QR code reader application that can be downloaded for free on your mobile device. You will also need your SRN or HIN and postcode for your shareholding.

Annual Report for the year ended 30 June 2017 – view online at: www.asx.com.au/about/asx-shareholder-reports.htm

26 SEPTEMBER 2017

NOTICE OF ANNUAL GENERAL MEETING

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ASX Limited ABN 98 008 624 691

EXPLANATORY NOTES

Item 1: ASX financial report

The financial statements, directors’ report and auditor’s report for ASX for the year ended 30 June 2017 will be laid before the meeting. There is no requirement for shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the operations and management of ASX. Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the content of the auditor’s report.

Item 2: SEGC financial report

Securities Exchanges Guarantee Corporation Limited (SEGC) is the body responsible for administration of the National Guarantee Fund (the Fund). The operation of SEGC and the Fund is governed by the Corporations Act and SEGC’s constitution. The assets of the Fund are the property of SEGC but are held on trust for purposes set out in the Corporations Act. The Corporations Act requires SEGC to cause a copy of the audited financial statements of the Fund to be laid before the AGM of ASX. There is no requirement for shareholders to approve these reports.

Item 3: Election of directors

Mr Roche and Mr Warne both retire by rotation at this meeting and offer themselves for re-election to the Board.

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Damian Roche

Independent Non-Executive Director BCom

Mr Damian Roche was appointed a director of ASX in August 2014. Mr Roche is also a director of ASX Clear (Futures) Pty Limited and Austraclear Limited, the ASX Group clearing and settlement licensees for Australia’s derivatives, OTC and debt markets, and their intermediate holding companies. He is a director of ASX Compliance Pty Limited.

Mr Roche has 20 years’ experience in global investment banks, with extensive cross-asset class expertise spanning the equities, fixed income and commodities markets, with a focus on the Asia Pacific region, including Australia.

Mr Roche was a member of the global Corporate and Investment Bank Operating Committee for J.P. Morgan. His most recent role at the bank was as Head of Markets and Investor Services, Sales and Distribution for Asia Pacific, based in Hong Kong.

Board recommendation

The non-candidate directors unanimously support the re-election of Mr Roche.

On 17 May 2017, the ASX Board appointed Mr Priestley as a director. He offers himself for election to the Board. The directors consider Mr Priestley’s skills complement and are valuable to the Board’s existing skills and experience.

The skills and experience of Mr Roche, Mr Warne and Mr Priestley are set out on the following pages.

Annual Report for the year ended 30 June 2017 – view online at: www.asx.com.au/about/asx-shareholder-reports.htm

NOTICE OF ANNUAL GENERAL MEETING

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ASX Limited ABN 98 008 624 691

26 SEPTEMBER 2017

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Peter Warne

Independent, Non-Executive Director BA, FAICD

Mr Peter Warne was appointed a director of ASX in July 2006. He was previously a director of SFE Corporation Limited from 2000 to 2006. He is also a member of the Audit and Risk, Nomination and Remuneration Committees.

Mr Warne is Chair of ASX Clear (Futures) Pty Limited, the ASX clearing and settlement licensee for Australia’s derivatives and OTC markets, a director of Austraclear Limited, the securities settlement facility licensee for Australia’s debt and OTC markets, and a director of their intermediate holding companies.

Mr Warne has over 30 years’ experience in financial markets and brings a deep practical and technical understanding of debt, equities and derivatives markets, and risk management.

Mr Warne is a director of Securities Exchanges Guarantee Corporation Limited and NSW Treasury Corporation.

Mr Warne has been Chairman of Macquarie Bank Limited and Macquarie Group Limited since April 2016, having served as a director since July 2007.

Mr Warne’s previous appointments include Chairman of OFX Group Limited (formerly OzForex Group) between September 2013 and November 2016, Chairman of Australian Leisure and Entertainment Property Management Limited between September 2003 and May 2017, Deputy Chairman of Crowe Horwath Australasia Limited between May 2007 and January 2014, and Adjunct Professor at the University of Sydney Business School between November 2011 and November 2014.

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Robert Priestley

Independent, Non-Executive Director BCom

Mr Robert Priestley was appointed a director of ASX in May 2017. Mr Priestley was formerly the Chief Executive Officer of J.P. Morgan Australia and New Zealand, and a member of the bank’s Asia Pacific Management Committee, roles he held for 15 years. He became the Non-Executive Chairman of J.P. Morgan Australia & New Zealand after he retired from his as executive position.

In a career spanning over 30 years, Mr Priestley worked at JPMorgan Chase & Co. for 23 years, including as CEO of the ASEAN Region, Head of Global Emerging Markets and Head of International Fixed Income for Europe, Middle East and Africa Region (based in London), and Head of International Fixed Income, Asia Pacific Region (based in Hong Kong). Prior to J.P. Morgan, Mr Priestley held senior financial markets roles, including at Macquarie Bank after starting his career at Price Waterhouse. He has been a director and Chairman of the Australian Financial Markets Association (AFMA), a member of the Business Council of Australia and a director of the Australian Business and Community Network (ABCN).

He is a director of the Banking and Finance Oath, a Council member of the ABCN and a member of the Tennis NSW Corporate Advisory Board.

Board recommendation

The non-candidate directors unanimously support the election of Mr Priestley.

Board recommendation

The non-candidate directors unanimously support the re-election of Mr Warne.

Annual Report for the year ended 30 June 2017 – view online at: www.asx.com.au/about/asx-shareholder-reports.htm

26 SEPTEMBER 2017

NOTICE OF ANNUAL GENERAL MEETING

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ASX Limited ABN 98 008 624 691

ITEM 4: REMUNERATION REPORT

The remuneration report of the Company for the financial year ended 30 June 2017 (FY17) is set out in ASX’s 2017 Annual Report.

The report outlines ASX’s executive remuneration framework and the FY17 remuneration outcomes for the ASX Limited Board, the Managing Director and CEO (CEO) and Key Management Personnel (KMP).

The Chairman will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the remuneration report at the meeting before calling for a vote.

The resolution is advisory only. The Board will consider and take into account the outcome of the vote and feedback from shareholders on the remuneration report when reviewing the Company’s remuneration policies.

Board recommendation

The non-executive directors recommend that you vote in favour of this item.

Voting exclusions

ASX will disregard any votes cast on this resolution:

• by or on behalf of a member of the KMP named in the remuneration report for the year ended 30 June 2017, or that KMP’s closely related party, regardless of the capacity in which the vote is cast

• as a proxy by a member of the KMP at the date of the meeting, or that KMP’s closely related party, unless the vote is cast as a proxy for a person who is entitled to vote on this resolution:

• –in accordance with their directions on how to vote as set out in the proxy appointment or

• by the Chairman pursuant to an express authorisation on the Voting Form.

ITEM 5: GRANT OF PERFORMANCE RIGHTS TO THE MANAGING DIRECTOR AND CEO

Shareholder approval is sought for CEO LTI grant

ASX asks shareholders to consider and vote upon a grant of performance rights to Mr Stevens under ASX’s Long Term Incentive (LTI) plan.

ASX considers it appropriate for shareholders to vote on Mr Stevens’ participation in the LTI plan, even though shareholder approval for the grant of performance rights under the LTI plan is not required under the Listing Rules because any shares will be purchased on-market.

How will the proposed FY18 grant be calculated?

The number of performance rights to be granted to Mr Stevens is calculated by dividing $1 million by the Volume Weighted Average Price (VWAP) of ASX shares over the 10 business days preceding 26 September 2017 (the date of the proposed grant).

As an illustrative example only, based on the VWAP of ASX’s shares over the 10 business days preceding 1 August 2017 of $52.27, the number of performance rights granted to Mr Stevens would be 19,131. The fair value of 19,131 performance rights as at 1 August 2017 as calculated by an independent valuer is $643,375.

Each performance right entitles Mr Stevens to receive, upon vesting, one fully paid ASX Limited ordinary share. Performance rights have no entitlement to dividends or voting.

The number of shares that may vest at the end of the performance period (if any) will be determined having regard to the performance criteria described in these explanatory notes.

What is the performance period for the FY18 grant?

Four years, commencing on 27 September 2017 and ending on 26 September 2021.

What performance conditions apply to the FY18 grant?

The performance hurdles include internal and external measures, split 50% EPS and 50% TSR.

(i) EPS performance condition (50% weighting)

EPS is calculated by dividing the underlying net profit attributable to ASX (statutory NPAT adjusted for the after tax effect of any significant items) by the weighted average number of ordinary shares.

EPS performance is measured over a four-year period, using FY17 as the base year and FY21 as the end year.

EPS performance rights will start to vest at 5.1% annual compound EPS growth. The Board believes this payout schedule for compound annual EPS growth over a four-year vesting period provides appropriately challenging stretch targets for management:

EPSgrowth	EPSperformance rights
Less than 5.1%per annum	0%
5.1%per annum	50%
From 5.1% to 10%per annum	50%-100% straight linepro-rata vesting
At or above 10%per annum	100%

Annual Report for the year ended 30 June 2017 – view online at: www.asx.com.au/about/asx-shareholder-reports.htm

NOTICE OF ANNUAL GENERAL MEETING

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ASX Limited ABN 98 008 624 691

26 SEPTEMBER 2017

(ii) TSR performance condition (50% weighting)

TSR is determined by comparing ASX’s performance to the performance of a group of peer companies selected by the Board.

The number of performance rights which vest at the 51st percentile of the peer group is 25%. This focuses management rewards on significant outperformance of the peer group.

The peer group is ASX 100 companies, excluding property trusts. This provides a broad and representative comparative peer group for Australian investors.

TSR will be calculated by an external provider as follows:

• performance period 27 September 2017 to 26 September 2021

• TSR calculation will use three-month VWAP up to (and including) the start date and end date of the performance period

• dividends assumed to be re-invested on the ex-dividend date

• ignoring tax and any franking credits (or equivalent).

The Board, based on the calculation performed by an external provider, will determine at the end of the performance period whether ASX has met the performance condition.

The number of performance rights that vest will be determined as follows:

The number of performance follows:	rights that vest will be determined as
TSR rank	TSRperformance rights that vest
Less than 51stpercentile 51stpercentile From 51st percentile to 76thpercentile	0% 25% 25% - 100% straight line pro-rata vesting
At or above the 76thpercentile	100%

When will shares be provided?

If performance conditions are met, Mr Stevens will be entitled to receive ASX shares at the end of the four-year performance period in September 2021.

What if shareholder approval is not obtained?

If shareholder approval is not obtained, then, subject to the achievement of the performance conditions described in these explanatory notes, Mr Stevens will receive a cash payment at the end of the fouryear performance period in September 2021 equivalent in value to the LTI he would have received had shareholder approval been obtained.

Does the Board have any discretion to clawback or change vesting outcomes?

Yes. The Board has the discretion to change the number of shares provided to Mr Stevens following achievement of performance hurdles where:

• –necessary to protect the financial soundness of ASX

• –adverse outcomes have arisen that reduce the original assessment of the performance generating the provision of the benefit

• –the Board considers that performance outcomes have been materially impacted by changes to ASX’s dividend policy, capital structure, gearing or corporate structure

• –the Board considers not doing so would provide the CEO with an ‘inappropriate benefit’ under ASX’s Clawback Policy

• –the Board determines that vesting should increase or decrease by 20%.

The Board will exercise such discretion in a manner that is consistent with supporting sound and effective risk management, protecting ASX’s long-term stability and aligned with creation of long-term shareholder value.

Board recommendation

The non-executive directors recommend that you vote in favour of this item.

Voting exclusions

ASX will disregard any votes cast on this resolution:

• by or on behalf of Mr Stevens or an associate of Mr Stevens, regardless of the capacity in which the vote is cast

• as a proxy by a member of the KMP at the date of the meeting, or that KMP’s closely related party, unless the vote is cast as a proxy for a person who is entitled to vote on this resolution:

• –in accordance with their directions of how to vote as set out in the proxy appointment or

• by the Chairman pursuant to an express authorisation on the Voting Form.

Impact of cessation of employment

Performance rights granted to Mr Stevens will lapse immediately in the event of his resignation (unless approved by ASX) or his dismissal due to misconduct or poor performance, unless the Board determines in its discretion that Mr Stevens ceased employment for a qualifying reason. A qualifying reason includes pursuit of other company-approved initiatives, death, serious illness or accident. Where LTI does not lapse immediately, the Board may determine in its discretion the proportion of shares that are forfeited.

Annual Report for the year ended 30 June 2017 – view online at: www.asx.com.au/about/asx-shareholder-reports.htm

26 SEPTEMBER 2017

NOTICE OF ANNUAL GENERAL MEETING

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ASX Limited ABN 98 008 624 691

ITEM 6: INCREASE CAP ON NON-EXECUTIVE DIRECTORS’ REMUNERATION

In accordance with Listing Rule 10.17, the limit on total aggregate remuneration that may be paid to non-executive directors is fixed by ordinary resolution of a general meeting of shareholders of ASX.

The ASX Board is asking shareholders to increase the maximum amount of fees that may be paid to non-executive directors by $200,000, from $2.8 million to $3 million.

The current limit was approved by shareholders at ASX’s 2012 Annual General Meeting.

The proposed new maximum amount takes into account changes in the number and responsibilities of ASX’s non-executive directors, as well as a change to ASX’s fee structure for non-executive directors, while continuing to maintain a fee buffer to provide flexibility.

The total fees paid to ASX non-executive directors in FY17 was $2,396,021. However, the number of ASX’s non-executive directors has increased from nine in August 2016 to ten in August 2017, following the appointments of Ms Melinda Conrad and Mr Robert Priestley as non-executive directors, and Mr Dominic Stevens ceasing to be a non-executive director when he took up his new role as Managing Director and CEO. These changes are expected to result in an increase in FY18 of around $315,000 in fees, on an annualised basis, taking into account ASX’s new fee structure for non-executive directors.

ASX reviewed its non-executive director fee structure in August 2017 and made changes that will take effect from October 2017. The changes were determined having regard to changed responsibilities of directors across ASX’s governance forums. The new fee structure is expected to result in some fee adjustments up or down for ASX’s non-executive directors depending on their responsibilities. In addition to the increase reflecting increased director numbers, the change is expected to result in a small overall increase to non-executive director fees in FY18 of around $20,000, on an annualised basis.

Board recommendation

Given the interest in this matter of each non-executive director, the Board as a whole makes no recommendation on this item.

Voting exclusions

ASX will disregard any votes cast on this resolution:

• by or on behalf of the directors or their associates, regardless of the capacity in which the vote is cast

• as a proxy by a member of the KMP at the date of the meeting, or that KMP’s closely related party, unless the vote is cast as a proxy for a person who is entitled to vote on this resolution:

• –in accordance with their directions of how to vote as set out in the proxy appointment or

• –by the Chairman pursuant to an express authorisation on the Voting Form

GLOSSARY

• Corporations Act means the Corporations Act 2001 (Commonwealth)

• Chairman means Chairman of Meeting

• Explanatory notes means the notes included in the Notice convening this meeting

• Notice means this Notice of Annual General Meeting

The proposed new maximum amount takes into account these changes, and includes a fee buffer of around $250,000. The ASX Board has always maintained a fee buffer to give it flexibility in planning its structure in advance of specific needs arising. This has included appointing new directors to the Board before the directors they are replacing retire, to facilitate an orderly succession.

No securities have been issued to ASX non-executive directors under Listing Rule 10.11 or 10.14 with the approval of shareholders within the last three years.

Annual Report for the year ended 30 June 2017 – view online at: www.asx.com.au/about/asx-shareholder-reports.htm

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REGISTERED OFFICE:

ASX Limited (ABN: 98 008 624 691) 20 Bridge Street, Sydney NSW 2000 Telephone: +61 2 9227 0000 www.asx.com.au

Annual Report for the year ended 30 June 2017 – view online at: www.asx.com.au/about/asx-shareholder-reports.htm

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LODGE YOUR VOTE

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
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ONLINE

www.linkmarketservices.com.au

BY MAIL  ASX 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 Level 12, 680 George Street, Sydney NSW 2000



ALL ENQUIRIES TO

Telephone: 1300 724 911 Overseas: +61 1300 724 911

X99999999999 X99999999999 VOTING FORM I/We being a member(s) of ASX Limited (“the Company”) and entitled to attend and vote at the Annual General Meeting of the Company to be held at 10:00am on Tuesday, 26 September 2017, at the ASX Auditorium, lower ground floor, Exchange Square, 18 Bridge Street, Sydney NSW (“Meeting”) hereby: A VOTE DIRECTLY OR B APPOINT A PROXY appoint the OR if you are NOT appointing the Chairman elect to lodge my/our Chairman of of the Meeting as your proxy, please write vote(s) directly (mark box) the Meeting the name of the person or body corporate (mark box) you are appointing as your proxy in relation to the Meeting and at  any adjournment or postponement 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 of the Meeting. directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees You should mark “For”, “Against” fit) at the Meeting and at any postponement or adjournment of the Meeting. or “Abstain” for each item. Important for Resolutions 4, 5 and 6: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, then by submitting this form you are authorising the Chairman of the Meeting to exercise the proxy in respect of Resolutions 4, 5 and 6, even though the Resolutions are 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 Voting directions 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 * For Against Abstain * 3(a) Re-election of director, Damian Roche 4 Remuneration Report 3(b) Re-election of director, Peter Warne 5 Grant of performance rights to the Managing Director and CEO 3(c) Election of director, Robert Priestley 6 Increase cap on non-executive

6 Increase cap on non-executive directors’ remuneration



• If you mark the Abstain box for a particular Item, your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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

ASX PRX1701G

HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM

YOUR NAME AND ADDRESS

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.

VOTING UNDER BOX A

If you marked the box under Box A you are indicating that you wish to vote directly. Please mark “For” , “Against” or “Abstain” for each item. Note, if you mark the “Abstain” box for an item, your vote for that item will not be counted.

If no direction is given, or if you marked both Box A and Box B, or neither, your vote will be passed to the Chairman of the Meeting as your proxy.

Custodians and nominees may, with the Share Registrar’s consent, identify on the Voting Form the total number of votes in each of the categories “For” and “Against” and their votes will be valid.

LODGEMENT OF A VOTING FORM

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Sunday, 24 September 2017, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.

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

ONLINE 

www.linkmarketservices.com.au

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

If you have lodged a direct vote, and then you attend the Meeting, your attendance will cancel your direct vote unless you instruct ASX or Link Market Services BY MOBILE DEVICE QR Code otherwise. Our voting website is designed The Chairman’s decision as to whether a direct vote is valid is conclusive. specifically for voting online. You can now lodge your vote by scanning the QR VOTING UNDER BOX B – APPOINTMENT OF PROXY code adjacent or enter the voting link If you wish to appoint the Chairman of the Meeting as your proxy, mark Box B. If www.linkmarketservices.com.au into you wish to appoint someone other than the Chairman of the Meeting as your your mobile device. Log in using the proxy, please write the name of that individual or body corporate in SRN or HIN and postcode for your Step 1. If your named proxy does not attend the Meeting, the Chairman of the Meeting shareholding. will be your proxy. If your named proxy attends the Meeting but does not vote on To scan the code you will need a QR code reader application that can a poll on a resolution in accordance with your directions, the Chairman of the be downloaded for free on your mobile device. Meeting will become your proxy in respect of that resolution. A proxy need not be a shareholder of the Company. BY MAIL  PROXY VOTING BY THE CHAIRMAN OF THE MEETING ASX Limited C/- Link Market Services Limited On a poll, the Chairman of the Meeting will vote directed proxies as directed and Locked Bag A14 may vote undirected proxies as the Chairman of the Meeting sees fit. If the Sydney South NSW 1235 Chairman of the Meeting is your proxy or becomes your proxy by default, and you do not provide voting directions, then by submitting the Voting Form you are Australia expressly authorising the Chairman of the Meeting to exercise your proxy on all resolutions, including where the resolutions are connected directly or indirectly BY FAX with the remuneration of KMP.  +61 2 9287 0309 VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT  BY HAND You may direct your proxy how to vote by placing a mark in one of the boxes delivering it to Link Market Services Limited opposite each item of business. All your shares will be voted in accordance with Level 12 such a direction unless you indicate only a portion of voting rights are to be voted 680 George Street on any item by inserting the percentage or number of shares you wish to vote in Sydney NSW 2000 the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. * During business hours (Monday to Friday, 9:00am–5:00pm) APPOINTMENT OF A SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Voting Forms together. If you require an additional Voting Form, contact Link Market Services on 1300 724 911 or you may copy this form. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either 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.

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.