AUSTRALIAN FINANCE GROUP LTD — AGM Information 2015

Sep 22, 2015

23 September 2015

Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

NOTICE OF 2015 ANNUAL GENERAL MEETING

Please see attached:

• I. The 2015 Notice of Annual General Meeting

• II. A sample proxy form for the AGM; and

• III. A “Questions from shareholders” form.

Copies of these documents will be sent to shareholders today.

The 2015 AGM is scheduled for Wednesday 28 October 2015 from 2:00pm Western Standard Time at Level 4, 100 Havelock Street, West Perth WA.

Yours faithfully

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LISA BEVAN

Company Secretary

NOTICE OF 2015 ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

A PROXY FORM IS ENCLOSED

PLEASE READ THE NOTICE AND EXPLANATORY MEMORANDUM CAREFULLY.

IF YOU ARE UNABLE TO ATTEND THE MEETING PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY FORM IN ACCORDANCE WITH THE SPECIFIED INSTRUCTIONS.

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ABN 11 066 385 822

EXPLANATORY MEMORANDUM

Notice of Meeting

Notice is given to the members of Australian Finance Group Ltd ( Company ) that the Annual General Meeting of Members of the Company will be held at 2pm Western Standard Time on Wednesday, 28 October 2015 at Level 4, 100 Havelock St, West Perth, Western Australia 6005 ( AGM ).

ITEMS OF BUSINESS

1. FINANCIAL REPORTS

To receive and consider the Company’s financial report, director’s report and auditor’s report for the year ended 30 June 2015.

2. ELECTION OF DIRECTORS

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

• “That Malcolm Watkins, who retires as a director of the Company in accordance with rule 8.1(e) of the Company’s constitution, and being eligible, be re-elected as a director of the Company.”

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

• “That Craig Carter, who retires as a director of the Company in accordance with rule 8.1(d) of the Company’s constitution, and being eligible, be elected as a director of the Company.”

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

• “That James Minto, who retires as a director of the Company in accordance with rule 8.1(d) of the Company’s constitution, and being eligible, be elected as a director of the Company.”

Note: Separate resolutions will be put to the Meeting in respect of each director seeking re-election or election (as applicable).

3. REMUNERATION REPORT

To consider and, if thought fit, to pass the following in accordance with section 250R(2) of the Corporations Act 2001 (Cth) ( Corporations Act )):

• “That the remuneration report for the Company for the year ended 30 June 2015 be adopted.”

Voting exclusion statement

The Company will disregard any votes cast on the resolution in Item 3:

• by or on behalf of a member of the Company’s key management personnel ( KMP ) named in the remuneration report for the year ended 30 June 2015, or a closely related party of those persons (such as close family members and any companies that the person controls), regardless of the capacity in which the vote is cast; or

• as a proxy by a member of the KMP at the date of the AGM or a closely related party of those persons,

unless the vote is cast as proxy for a person who is entitled to vote on the resolution in Item 3, and:

• the vote is cast in accordance with a direction on the Proxy Form; or

• in the absence of a direction on the Proxy Form, the vote is cast by the Chairman of the meeting and the Chairman has received express authority to vote undirected proxies as the Chairman decides (see Note 4 below).

By order of the Board

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Lisa Bevan

Company Secretary

23 September 2015

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AUSTRALIAN FINANCE GROUP LIMITED | 2015

Explanatory Notes

1. Financial Reports

The Corporations Act requires that the Company’s financial report (which includes the financial statements and the directors’ declaration), the directors’ report and the auditor’s report for the year ended 30 June 2015 be laid before the AGM.

There is no requirement in the Corporations Act or the Company’s constitution that members vote on, approve or adopt the reports. However, members will be given a reasonable opportunity at the AGM to ask questions about those reports.

Members will also have a reasonable opportunity to ask the auditor questions in relation 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 of the Company, and the independence of the auditor in relation to the conduct of the audit.

The Company’s financial report, directors’ report and auditor’s report for the year ended 30 June 2015 form part of the Company’s 2015 Annual Report, a copy of which is available at: http://investors.afgonline.com.au/investor/?page=annual-reports

Members may also elect to receive, free of charge, a printed copy of the Company’s Annual Report for each financial year by contacting the Company’s share registry on 1300 554 474. A printed copy of the Company’s 2015 Annual Report has been sent to members who have previously made this election.

2. Election of directors

In accordance with the Company’s constitution, a director (other than the managing director) must retire from office no later than the longer of the third AGM and 3 years following that director’s last election or appointment. Retiring Directors are eligible for re-election. Malcolm Watkins was last elected as a director at the 2012 AGM. Mr Watkins therefore retires and, being eligible, offers himself for re-election to the Board.

Craig Carter and Jim Minto have also been appointed to the Board since the Company’s last AGM. In accordance with the Company’s constitution, Mr Carter and Mr Minto will hold office until the conclusion of the 2015 AGM and, being eligible, offer themselves for election to the Board.

The Board has undertaken a review of the performance of each director standing for election and re-election and the contribution they have made to the Board and to the Board Committees. The Board has also considered the skills and expertise that each director brings to the Board.

(a) Malcolm Watkins

Malcolm is a founding director of the Company. Malcolm works part-time for the Company and has strategic responsibility for the Company’s technology development programs, electronic delivery systems and national marketing operations, with around 30 years experience in Australia’s finance industry.

Over the past 21 years Malcolm has overseen the investment in and delivery of the Company’s technology platform. Malcolm also leads the development and evolution of the Company’s marketing initiatives and solutions, marrying marketing strategy with the Company’s technology platform.

Malcolm’s key focus is extracting real and tangible returns on the investments made to date and leveraging the strengths of the Company today to further expand market share, profitability and brand awareness.

(b) Craig Carter

Craig was appointed by the Board on 25 March 2015, having recently retired after a career spanning 35 years in investment banking and stockbroking, specialising in corporate advice, equity capital markets and institutional syndication of equity transactions.

Most recently, Craig spent 15 years at Macquarie Group where he was an Executive Director and a Chairman of Macquarie Capital in Western Australia.

In 1986 Craig became a Member of the Securities Institute and 2 years later was admitted as a Natural Person Member of the Australian Securities Exchange. In 2005 Craig became a Fellow of the Financial Services Institute and has been a member of the ASX’s National Listing Committee. In 1999 after 15 years as the major shareholder of a successful Broking and Corporate Advisory business, Craig and his partners accepted a buy-out proposal from Macquarie Bank. Since then Craig worked for both Macquarie’s investment bank and its institutional equities business in both Sydney and Perth. Craig is also a board member of the Fremantle Football Club, Governor of Royal Freshwater Bay Yacht Club, and is the Managing Director of Carter Group Investments where he manages a diverse and active portfolio of business interests.

Craig is the Chair of the Company’s Audit Committee and Risk and Compliance Committee and a member of the Company’s Remuneration and Nomination Committee.

Profiles of the directors standing for election and re-election (as applicable) are set out below. The Board considers each of Mr Carter and Mr Minto to be independent.

The Board (with the relevant director abstaining in respect of their own election or re-election) recommends that you vote in favour of the election or re-election (as applicable) of Mr Watkins, Mr Carter and Mr Minto.

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AUSTRALIAN FINANCE GROUP LIMITED | 2015

EXPLANATORY MEMORANDUM (cont... )

Explanatory Notes (cont...)

(c) James (Jim) Minto

Jim was appointed by the Board on 1 April 2015. Jim rejoined the Board in 2015 after retiring as Group CEO and Managing Director of life insurer TAL (formerly TOWER Australia). TAL is 100% owned by Dai-ichi Life, a major global Japanese-based life insurer. Jim had been in that role since November 2006 and prior to that was Group CEO of the trans-Tasman TOWER Limited Group. Jim has extensive experience in the financial services sector and a strong understanding of the Company’s business having sat on the Board from 2008 until 2013.

Jim is a Chartered Accountant, recently retired as Chair of the Association of Superannuation Funds of Australia (ASFA) and was a panel member of the Australian Government’s Review of Natural Disasters Insurance in 2011. Jim is also an executive officer of Dai-ichi Life of Japan, a director of Singapore-based Dai-ichi Life Asia Pacific and a member of the Superannuation Complaints Tribunal Advisory Council.

3. Remuneration Report

The remuneration report for the Company is part of the directors’ report for the year ended 30 June 2015 and is set out on pages 17-29 of the 2015 Annual Report (a copy of which is available at: http://investors.afgonline.com.au/investor/?page=annual-reports

The remuneration report:

• demonstrates the links between the Company’s remuneration policies and the Company’s performance; and

• provides the required remuneration details for each of the directors and other members of the KMP.

Under section 250R(3) of the Corporations Act, the vote on the resolution in Item 3 is advisory only and does not bind the directors of the Company or the Company. However, the Company respects the views of its members and will take the outcome of the vote into account when considering remuneration policy in the future.

The Board recommends that shareholders vote in favour of the resolution to adopt the remuneration report.

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AUSTRALIAN FINANCE GROUP LIMITED | 2015

Notes

Entitlement to attend and vote

1. The Board has determined that a person’s entitlement to vote at the AGM will be the entitlement of that person set out in the register of shareholders as at 4pm Western Standard Time on Monday 26 October 2015. Accordingly, transactions registered after that time will be disregarded in determining which members are entitled to attend and vote at the AGM.

Proxies

1. If you are a member, and you are unable to attend and vote at the meeting, and wish to appoint a proxy, please complete and return the enclosed Proxy Form. A proxy does not need to be a member of the Company.

2. A member who is entitled to attend and cast more than 2 votes may appoint no more than 2 proxies and may specify the proportion or number of the member’s votes each proxy is entitled to exercise. If the appointment does not specify the proportion or number of the member’s votes, each proxy may exercise one half of those votes.

3. If you appoint a KMP (which includes each of the directors) as proxy, the KMP will not be able to cast your votes on the resolution in Item 3 unless you direct the KMP how to vote or the Chairman of the AGM is your proxy. If you appoint the Chairman of the AGM as your proxy or the Chairman of the AGM is appointed as your proxy by default, and you do not mark a voting box for the resolution in Item 3, then by signing and returning the Proxy Form you will be expressly authorising the Chairman of the AGM to exercise your proxy in respect of the resolution in Item 3 even though the resolution is connected with the remuneration of the KMP.

Body corporate representatives

1. A corporation may elect to appoint a representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company before the meeting or at the registration desk on the day of the meeting.

2. Members can download and fill out the ‘Appointment of Corporate Representation’ form from the Company’s share registry at www.linkmarketservices.com.au.

Select the “Investor Services” tab and click on “Forms”.

Questions from shareholders

1. A shareholder of the Company who is entitled to vote at the meeting may submit a written question either to the Chairman of the meeting or the Company’s auditor using the ‘Questions from Shareholders’ Form that accompanies this Notice of Meeting (and is also available from the Company’s website at the following address: http://www.afgonline.com.au/afg-corporate/). Forms must be received at least five business days prior to the AGM (being Wednesday 21 October 2015).

2. The Chairman of the AGM intends to vote all available proxies in favour of all resolutions.

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AUSTRALIAN FINANCE GROUP LIMITED | 2015

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www.afgonline.com.au Level 4, 100 Havelock Street West Perth WA 6005

T 08 9420 7888 F 08 9420 7858

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
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LODGE YOUR VOTE

ONLINE www.linkmarketservices.com.au

BY MAIL  Australian Finance Group Ltd 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

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

PROXY FORM I/We being a member(s) of Australian Finance Group Ltd (ABN 11 066 385 822) 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 2:00pm Western Standard Time on Wednesday, 28 October 2015 at Level 4, 100 Havelock Street, West Perth, WA 6005 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for resolution in Item 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not marked a box opposite Item 3 below, then by signing and returning this form you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of the resolution in Item 3, even though the resolution is connected 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 all resolutions. 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 for completing this form. Items For Against Abstain * 2(a) Re-election of Malcolm Watkins

2(a) Re-election of Malcolm Watkins as a director

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• 2(b) Election of Craig Carter as a director

• 2(c) Election of James Minto as a director

3 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 SECURITYHOLDERS – THIS MUST BE COMPLETED

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

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’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).

AFG PRX1501C

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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.

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

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 security registry or online at www.linkmarketservices.com.au.

APPOINTMENT OF PROXY

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. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the Company. A proxy may be an individual or a body corporate.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm Western Standard Time on Monday, 26 October 2015, being no 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.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the resolution is connected directly or indirectly with the remuneration of KMP.  ONLINE www.linkmarketservices.com.au VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If as shown on the front of the Proxy Form). 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 BY MAIL  your vote on that item will be invalid. Australian Finance Group Ltd PROXY VOTING BY KEY MANAGEMENT PERSONNEL C/- Link Market Services Limited The Company’s KMP (which include each of the directors) will not be able Locked Bag A14 to vote as your proxy on the resolution in Item 3 unless you tell them how Sydney South NSW 1235 to vote or the Chairman of the Meeting is your proxy. If you intend to Australia appoint a member of the KMP (other than the Chairman of the Meeting) as your proxy, please ensure that you direct them how to vote on the  BY FAX resolution in Item 3 otherwise they will not be able to cast a vote as your +61 2 9287 0309 proxy on that resolution.  BY HAND APPOINTMENT OF A SECOND PROXY You are entitled to appoint up to two persons as proxies to attend the 1A Homebush Bay Drive Meeting and vote on a poll. If you wish to appoint a second proxy, an Rhodes NSW 2138 additional Proxy Form may be obtained by telephoning the Company’s security registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

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

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown You may direct your proxy how to vote by placing a mark in one of the on the Proxy Form. Select ‘Voting’ and follow the prompts to boxes opposite each item of business. All your securities will be voted in lodge your vote. To use the online lodgement facility, accordance with such a direction unless you indicate only a portion of securityholders will need their “Holder Identifier” (Securityholder voting rights are to be voted on any item by inserting the percentage or Reference Number (SRN) or Holder Identification Number (HIN) number of securities you wish to vote in the appropriate box or boxes. If as shown on the front of the Proxy Form). 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 BY MAIL  your vote on that item will be invalid. Australian Finance Group Ltd PROXY VOTING BY KEY MANAGEMENT PERSONNEL C/- Link Market Services Limited The Company’s KMP (which include each of the directors) will not be able Locked Bag A14 to vote as your proxy on the resolution in Item 3 unless you tell them how Sydney South NSW 1235 to vote or the Chairman of the Meeting is your proxy. If you intend to Australia appoint a member of the KMP (other than the Chairman of the Meeting) as your proxy, please ensure that you direct them how to vote on the  BY FAX resolution in Item 3 otherwise they will not be able to cast a vote as your +61 2 9287 0309 proxy on that resolution.

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

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

• (b) return both forms together.

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 securityholder 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 ( Cth)) does not have a Company Secretary, a Sole Director can also sign alone.

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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LODGE YOUR QUESTIONS

ONLINE 

www.linkmarketservices.com.au

BY MAIL  Australian Finance Group Ltd 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

• ALL ENQUIRIES TO Telephone: +61 1300 554 474

Please use this form to submit any questions about Australian Finance Group Ltd (ABN 11 066 385 822) (“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 security registrar, Link Market Services Limited, by Wednesday, 21 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 securityholder 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 securityholders. 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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