AUSTRALIAN UNITY LIMITED — AGM Information 2018

Sep 11, 2018

Notice of Annual General Meeting 2018 Australian Unity Limited ABN 23 087 648 888

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Notice is hereby given that the Annual General Meeting (“ AGM ”) of Australian Unity Limited (“ Company ”) will be held:

Date: Wednesday 31 October 2018

Time: 2:00pm Australian Eastern Daylight Savings Time (“ AEDST ”)

Venue: The Pavilion, The Arts Centre, Level 8, 100 St Kilda Road, Melbourne, Victoria, 3004

Items of business

1. Financial statements and reports—to consider and note the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2018.

2. NOTE: Further information about this resolution appears in Item 1 of the Explanatory Notes to this Notice of Meeting.

3. 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 2018 be adopted.”

4. NOTE: Further information about this resolution appears in Item 2 of the Explanatory Notes to this Notice of Meeting.

In accordance with the Corporations Act 2001 (Cth) (“ Corporations Act ”), the vote on this resolution will be advisory only and will not bind the directors or the Company.

1. Election of directors—to elect two directors of the Company in accordance with the Company’s constitution:

2. ( a) Ms Su McCluskey will retire as a director and, being eligible, offers herself for re-election.

3. ( b) Mr Greg Willcock will retire as a director and, being eligible, offers himself for re-election.

In accordance with the Company’s constitution, the re-election of Ms McCluskey and Mr Willcock will require a majority of members voting on the resolution to vote in favour of their re-election.

NOTE: Further information about this resolution appears in Item 3 of the Explanatory Notes to this Notice of Meeting.

By order of the Board.

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Melinda Jane Honig Company Secretary 12 September 2018

Information for Members

1. Registration—Registration for the meeting will commence from 1:00pm AEDST. 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 26 September 2018. Members are “financial” only if they have paid in full all contributions owing on or before 26 September 2018, 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 Chair or Company Secretary as proxy and does not specify how the proxy is to vote on an item of business, he or she 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, the form 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 2:00pm AEDST on 29 October 2018. Alternatively, proxy forms (accompanied by any applicable power or authority) may be:

4. ( a) Delivered in person to the Australian Unity Limited Registry:

   • C/-Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000; or

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

6. (c) Sent by mail to C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235; or

7. (d) Lodged online in accordance with the notes on the proxy form, before 2:00pm AEDST on 29 October 2018.

8. Documents— The Annual Report of the Company, including the Financial Report, Directors’ Report and the Auditor’s Report for the year ended 30 June 2018 will be available at the AGM and at the registered office of the Company. Copies will be forwarded to members by post or electronically 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 financial year ended 30 June 2018 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.

2 Australian Unity Limited – Notice of Annual General Meeting 2018

Item 2—Remuneration Report

The Remuneration Report for the financial year ended 30 June 2018 is set out in the Directors’ Report in the Annual Report 2018 which is available on the Company’s website, www.australianunity.com.au/annualreports

The Remuneration Report includes:

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

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

• (c) 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 for 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 directors

Rule 4.3(a) of the Company’s constitution provides that directors are elected for a term of three years. Ms McCluskey, having served as a director for the past three years without re-election, will retire at the end of the meeting.

Being eligible, Ms McCluskey offers herself for re-election. Her profile is set out in the next section.

Mr Willcock, having served as a director for the past three years without re-election, will retire at the end of the meeting.

Being eligible, Mr Willcock offers himself for re-election. His profile is set out in the next section.

This resolution requires two separate votes:

• (a) the first vote, to re-elect Ms McCluskey as a director; and

• (b) the second vote, to re-elect Mr Willcock as a director.

Each vote will be recorded as a separate item in the minutes.

Directors’ recommendation

The directors, other than the directors who are the subject of this item, support the election of each of the directors and recommend that the members vote in favour of re-electing Ms McCluskey and Mr Willcock.

Directors’ profiles

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Su McCluskey

BCom, FCPA, MAICD

Ms McCluskey was appointed to the board of Australian Unity Limited on 1 September 2015. She is a director of a number of Australian Unity Limited subsidiaries, Chair of the Human Resources, Remuneration and Nominations Committee and a member of the Audit and Compliance Committee and the Investment Committee. Ms McCluskey is also a director of The Foundation for Young Australians, a Commissioner for International Agricultural Research, and a member of the Ministerial Advisory Council on Skilled Migration. She was a member of the Charities Review, the Harper Review of Competition Policy and the Regional Telecommunications Review. Ms McCluskey was previously the CEO of the Regional Australia Institute and the Executive Director of the Office of Best Practice Regulation. Ms McCluskey has held senior positions with the Business Council of Australia, the National Farmers’ Federation and the Australian Taxation Office. She is also a beef cattle farmer. Ms McCluskey has not held any directorships of listed entities in addition to those set out above during the last three years.

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Greg Willcock

BCom, FCPA, FAICD, MAIM, F Fin

Mr Willcock was appointed to the board of Australian Unity Limited on 1 March 2012. He is a director of a number of Australian Unity Limited subsidiaries, chair of the Risk Committee and a member of the Audit and Compliance Committee.

Mr Willcock is also a director of Australian Unity Investments Real Estate Limited which is the responsible entity for the listed Australian Unity Office Fund.

Mr Willcock has over 33 years’ experience in banking and financial services in Australia, United States of America and the United Kingdom including seven years in general management roles at National Bank of Australia in the areas of risk management, strategy and change management. Mr Willcock was previously a director of the Customer Owned Banking Association (COBA). Mr Willcock has not held any directorships of listed entities in addition to those set out above during the last three years.

3 Australian Unity Limited – Notice of Annual General Meeting 2018

Further information

The Australian Unity Limited Annual General Meeting (“ AGM ”) will be held at The Pavilion, The Arts Centre, Level 8, 100 St Kilda Road, Melbourne, Victoria, 3004 on Wednesday 31 October 2018 at 2:00pm Australian Eastern Daylight Savings Time (“ AEDST ”).

The AGM will be webcast live at www.australianunity.com.au/companyperformance

Australian Unity’s 2018 Annual Report is available on the Company’s website, www.australianunity.com.au/companyperformance

Venue details

The Pavilion is located on Level 8 of the Theatres Building of the Arts Centre at 100 St Kilda Rd, Melbourne.

Attendees may park in the Arts Centre carpark, located on the corner of Sturt and Kavanagh Streets. Entry to the Theatres Building from the carpark is through undercover walkways. The carpark is wheelchair accessible.

The nearest train station is Flinders Street Station and the nearest tram stop is Stop 14 on St Kilda Road, both which are wheelchair accessible.

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Australian Unity Limited – Notice of Annual General Meeting 2018

4

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ABN 23 087 648 888

LODGE YOUR VOTE

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ONLINE

www.linkmarketservices.com.au
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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 Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

• ALL ENQUIRIES TO Telephone: 13 29 39

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PROXY FORM I/We being a member(s) of Australian Unity Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chair of the Meeting as your the Chair of the proxy, please write the name of the person or body corporate Meeting (mark box) you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chair 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 on Wednesday, 31 October 2018 at the Pavilion, The Arts Centre, Level 8, 100 St Kilda Rd, Melbourne, Victoria, 3004 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolution 2: If the Chair 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 Chair of the Meeting to exercise the proxy in respect of Resolution 2, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chair 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 * 1 Noting of the Company’s financial statements and reports

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

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• 3(a) Re-election of Ms Su McCluskey as director

• 3(b) Re-election of Mr Greg Willcock as director

 * 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 MEMBERS – THIS MUST BE COMPLETED

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

This form should be signed by the member. If a joint membership, 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 PRX1801C

HOW TO COMPLETE THIS MEMBER VOTING FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A VOTING FORM

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.

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm on Monday, 29 October 2018, 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.

APPOINTMENT OF PROXY

If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair 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 member of the Company.

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

• ONLINE

www.linkmarketservices.com.au

DEFAULT TO CHAIR OF THE MEETING

Login to the Link website using the holding details as shown on the Voting Form. At ‘Issuer Name’ enter ‘AULU’ or ‘Australian Unity Limited – Members’. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, members will need their “Holder Identifier” (Member Reference Number as shown on the front of the Voting Form).

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chair 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. front of the Voting Form). VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT BY MAIL You may direct your proxy how to vote by placing a mark in one of  Australian Unity Limited 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 C/- Link Market Services Limited or she chooses. If you mark more than one box on an item your Locked Bag A14 vote on that item will be invalid. Sydney South NSW 1235 Australia SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided:  BY FAX Individual: where the membership is in one name, the member +61 2 9287 0309 must sign.  BY HAND Joint Membership: where the membership is in more than one Level 12 name, either member may sign. 680 George Street Power of Attorney: to sign under Power of Attorney, you must Sydney NSW 2000 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.

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

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 member 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.