AUSTRALIAN UNITY LIMITED — AGM Information 2011

Sep 20, 2011

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NOTICE OF ANNUAL GENERAL MEETING AUSTRALIAN UNITY LIMITED

ABN 23 087 648 888

Notice is hereby given that the Annual General Meeting (“AGM”) of Australian Unity Limited (“Company”) will be held at the Auditorium, Melbourne Convention and Exhibition Centre, 2 Clarendon Street, Southbank, Victoria 3006 on Tuesday 25 October 2011 at 10:00 am to conduct the following business:

1. Financial statements and reports —To consider and note the Company’s financial statements and reports for the year ended 30 June 2011.

2. Remuneration Report —To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That the Remuneration Report for the financial year ended 30 June 2011 be adopted.”

Please note that in accordance with the Corporations Act 2001 the vote on this resolution will be advisory only and will not bind the directors or the Company.

1. Election of Director —To elect one director of the Company in accordance with the Company’s constitution:

Ms Eve Crestani will retire and, being eligible, offers herself for re-election for a further term.

As the only nomination was that of Ms Crestani, in accordance with Rule 6.6(a) of the Company’s constitution, Ms Crestani shall be deemed to be elected.

NOTE: Mr Warren French, a non-executive director of the Company, shall retire at the conclusion of the AGM in accordance with the Company’s constitution and does not offer himself for re-election. The Board thanks Mr French for his contribution over recent years to the Australian Unity Board and in earlier years as chairman of Grand United Friendly Society Limited.

By order of the Board.

KG Mander Company Secretary 20 September 2011

Information for Members:

1. Registration —Registration at the meeting will commence from 8:30 am. Please note that proof of identity may be required in order to establish current membership.

2. Voting Rights —Each member of the Company is entitled to one vote provided they are “financial” as at the close of business on 19 September 2011. Members are “financial” only if they have paid in full all contributions due on or before the due date, if any are payable.

3. Proxies —A member has a right to appoint a proxy, who does not need to be a member of the Company. A member cannot appoint more than one proxy. If a member appoints the Chairman or Company Secretary as proxy and does not specify how they are to vote on an item of business, they will vote (if permitted under the proxy form), as a proxy in favour of the resolutions.

A proxy form accompanies this notice, together with a reply-paid envelope. To be valid it must be received together with, if applicable, any power of attorney or other authority under which the form is signed, or a notarially certified copy of that power or authority, at least 48 hours before the time for holding the meeting, namely no later than 10:00 am on 23 October 2011. Alternatively, proxy forms (accompanied by any applicable power or authority) may be:

• a. Delivered in person to the Australian Unity Limited Registry: C/-Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000; or

• b. Sent by facsimile to (02) 9287 0309; or

• c. Lodged online in accordance with the notes on the proxy form,

before 10:00 am on 23 October 2011.

1. Documents —The Annual Report of the Company including the Financial Report, Directors’ Report and the Auditor’s Report for the year ended 30 June 2011 will be available at the AGM and at the registered office of the Company and at its principal places of business. Copies will be forwarded to members by post upon request.

Explanatory Notes:

Item 1 — Financial statements and reports

As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Report of the Company for the fi nancial year ended 30 June 2011 will be laid before the meeting.

These reports are approved by the Board, and accordingly there is no requirement for members to approve these reports. However, members are invited to consider and note the reports, and will be given a reasonable opportunity to ask questions and make comments on the reports at the meeting.

Item 2 — Remuneration Report

The Remuneration Report for the fi nancial year ended 30 June 2011 is set out in the Directors’ Report in the Annual Report 2011 which is available on the Company’s website, www.australianunity.com.au.

The Remuneration Report includes:

• an explanation of the Company’s policy for determining the remuneration of directors and executives;

• a discussion of the relationship between that policy and the Company’s performance; and

• details of the performance conditions associated with the remuneration of directors and executives.

As provided for by the Corporations Act, the vote on the proposed resolution in this Item 2 is advisory and will not bind the directors or the Company. However, members will be given a reasonable opportunity to ask questions and make comments on the report at the meeting, and the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

Directors’ Recommendation

The directors unanimously recommend that members vote in favour of the resolution on Item 2.

Item 3 — Election of director

Rule 4.3(a) of the Company’s Constitution provides that directors are appointed for a term of three years. Ms Crestani, having served as a director for the past three years without re-election, retires at the end of the meeting. Being eligible, she offers herself for re-election.

Ms Crestani’s profi le is set out below.

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Ms Eve Crestani

Dip. Law (B.A.B.), FAICD

Ms Crestani was appointed to the Board of Australian Unity Limited in 1996. She is a director of a number of Australian Unity Limited subsidiaries as well as chairman of the Risk Committee and a member of the Human Resources, Remuneration and Nominations Committee. She is chairman of Mercer Investment Nominees Limited and a director of Booking.com Limited. Ms Crestani is qualifi ed in law and management and is a member of the ASX Disciplinary Tribunal and chairman of several compliance committees. She consults in fi nance, strategic planning, marketing and management. She is a founding fellow of the Australian Institute of Company Directors and an emeritus trustee of the Committee for the Economic Development of Australia.

Venue Details

Entrance address: 2 Clarendon Street, Southbank, Victoria 3006

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LODGe YOUR VOTe

Australian Unity Limited ABN 23 087 648 888



ONLINe

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PROXY FORM

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.

www.investorcentre.linkmarketservices.com.au

by mail:  Australian Unity Limited  [by fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 13 29 39

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MeMbeR VOTING FORM

I/We being a member(s) of Australian Unity Limited and entitled to attend and vote hereby appoint:

STeP 1

APPOINT A PROXY

the Chairman and I/we direct him to vote in favour of all resolutions subject to any express directions I/we have given in Step of the Meeting 2 below, even though Resolution 2 is connected directly or indirectly with the remuneration of members of Key (mark box) Management Personnel.

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person (excluding yourself) you are appointing as your proxy

or failing the person named, or if no person is named, the Company Secretary, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10:00am on Tuesday, 25 October 2011, at The Auditorium, Melbourne Convention & exhibition Centre, 2 Clarendon St. Southbank Victoria 3006 and at any adjournment or postponement of the meeting.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting.

If you have appointed a person as your proxy, you can direct him or her how to vote by marking the boxes below (for example, if you wish to vote ‘for’ or ‘against’, or to ‘abstain’ from voting).

Please read the voting instructions overleaf before marking any boxes with an X .

STeP 2 VOTING DIReCTIONS

For Against Abstain * Resolution 1 Noting of the Company’s financial statements and reports Resolution 2 Adoption of Remuneration Report (non-binding resolution)

 * 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.

The Chairman of the Meeting and Company Secretary intend to vote all available proxies in favour of all resolutions.

STeP 3 SIGNATURe OF MeMbeR(S) – THIS MUST be COMPLeTeD Member 1 (Individual) Joint Member 2 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

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

AULU PRX101

HOW TO COMPLeTe THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the member register of Australian Unity Limited. If this information is incorrect, please make the correction on the form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Company Secretary will be your proxy. A proxy need not be a member of Australian Unity Limited. A proxy may be an individual or a body corporate.

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. 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.

If a member of the Key Management Personnel of the Company, other than the Chairman of the Meeting, or their closely related parties is your proxy, that person will not vote on Resolution 2 (Remuneration Report) if you have not directed them how to vote on that resolution.

Key Management Personnel are the Directors and those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly.

The Remuneration Report identifies the Company’s Key Management Personnel. Their closely related parties are defined in the Corporations Act 2001 (Cth), and include certain of their family members, dependants and companies they control.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the membership is in one name, the member must sign.

Joint Membership: where the membership is in more than one name, either member 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.

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 10:00am on Sunday, 23 October 2011, 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.

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

 ONLINe

www.investorcentre.linkmarketservices.com.au

l odging it online at Link’s website in accordance with the instructions given there (you will be taken to have signed your proxy form if you lodge it in accordance with the instructions given on the website).

 by mail:

Australian Unity Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.