BEACON LIGHTING GROUP LIMITED — AGM Information 2019

Sep 4, 2019

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BEACON LIGHTING GROUP LIMITED

NOTICE OF 2019 ANNUAL GENERAL MEETING

The Annual General Meeting of Beacon Lighting Group Limited will be held on Tuesday 15th October 2019 at 10.00am at the offices of Baker McKenzie, Level 19, 181 William Street Melbourne to consider the following business:

Financial Statements

To receive and consider the Financial Statements, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2019.

Resolution 1: Re-election of Neil Osborne

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

“That Neil Osborne be re-elected as a Director."

Resolution 2: Adoption of Remuneration Report (non-binding resolution)

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

“That the Remuneration Report for the year ended 30 June 2019, being part of the Directors’ Report, be adopted.”

By order of the Board

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Tracey Hutchinson Company Secretary

5 September 2019

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Notes :

Capitalised terms have the same meanings in this Notice of Meeting as in the Explanatory Statement accompanying this Notice of Meeting. These Notes should be read together with and form part of the Notice of Meeting.

Determination of entitlement to attend and vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all Shares will be taken to be held by the registered holders at 7.00pm Melbourne time on 11 October 2019. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

If you do not plan to attend the Annual General Meeting, you are encouraged to complete and return a proxy form.

If you are a Shareholder entitled to attend and vote, you are entitled to appoint one or two proxies. Where two proxies are appointed, you may specify the number or proportion of votes that each may exercise, failing which each may exercise half of the votes. A proxy need not be a Shareholder. If you want to appoint one proxy, you can use the form provided. If you want to appoint two proxies, please follow the instructions on the proxy form.

The Company's constitution provides that on a show of hands, every person present and entitled to vote has one vote.

If you appoint a proxy who is also a Shareholder or is also a proxy for another Shareholder, your directions may not be effective on a show of hands. Your directions will be effective if a poll is taken on the relevant Resolution.

If you sign and return a proxy form and do not nominate a person to act as your proxy, the Chair will be appointed as your proxy by default.

Appointment of the Chair or other Key Management Personnel as your proxy

Due to the voting exclusions and requirements referred to in the Notice of Meeting and the Explanatory Statement, if you intend to appoint any Director or Key Management Personnel or their Closely Related Parties, other than the Chair, as your proxy, you should direct your proxy how to vote on the Resolution dealing with the adoption of the Remuneration Report by marking either "For", "Against" or "Abstain" on the proxy form for the relevant item of business. If you do not direct such a proxy how to vote on that Resolution they will not be able to vote an undirected proxy and your vote will not be counted. This does not apply to the Chair, who is able to vote undirected proxies.

The Chair intends to vote any undirected proxy in favour of all Resolutions

You should note that if you appoint the Chair as your proxy, or the Chair is appointed your proxy by default, you will be taken to authorise the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If you wish, you can appoint the Chair as your proxy and direct the Chair to cast your votes contrary to the above stated voting intention or to abstain from voting on a Resolution. Simply mark your voting directions on the proxy form before you return it.

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Where to lodge a proxy

You may lodge a proxy by following the instructions set out on the proxy form accompanying this Notice of Meeting.

To be effective the proxy must be received by the share registry in accordance with the instructions on the proxy form not later than 48 hours before the commencement of the meeting time.

Proxy forms may be delivered in person, by mail or by fax to the Share Registry’s office as follows:

In person: Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067, Australia By mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne, Victoria, 3001, Australia By fax 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

Proxy forms may also be lodged online by visiting www.investorvote.com.au Custodians may lodge their proxy forms online by visiting www.intermediaryonline.com

For all enquiries call: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Admission to meeting

If you will be attending the Annual General Meeting and you will not appoint a proxy, please bring your proxy form (if you still have one) to the meeting to help speed admission. If you do not bring your proxy form with you, you will still be able to attend and vote at the Annual General Meeting, but representatives from the share registry will need to verify your identity. You will be able to register from 9.30am on the day of the meeting.

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EXPLANATORY STATEMENT

FINANCIAL STATEMENTS

The Company's annual report for 2019 (which includes the financial report, the directors' report and the auditor's report, together called the "Reports") will be presented to the meeting. Shareholders can access a copy of the annual report on the Company's web site at: www.beaconlightinggroup.com.au. As permitted by the Corporations Act, a printed copy of the annual report has been sent only to those Shareholders who have elected to receive a printed copy.

Shareholders will be given a reasonable opportunity to ask questions about, and make comments on the Reports, the audit and the management of the Company. There is no formal resolution to be voted on in relation to this item of business. Similarly, you will have a reasonable opportunity at the meeting to ask PricewaterhouseCoopers, the Company's auditor, questions about their audit report.

Alternatively you can submit written questions to the auditor about their audit report. Written questions must be received no later than 48 hours before the commencement of the meeting for receiving questions at the share registry at the postal address or fax number for lodgement of proxies.

RESOLUTION 1: RE-ELECTION OF NEIL OSBORNE AS A DIRECTOR

Neil Osborne is being considered for re-election as a Director.

Neil Osborne is a Non-Executive Director and is also chairman of the Company’s Audit Committee.

Neil has over 35 years’ experience in the retail industry. He was formerly an Accenture Partner, leading large strategic projects in Australia and Asia. He also spent 18 years with Coles Myer Ltd in senior positions including finance, operations (including CFO Myer) and strategic planning.

Neil is a Non-Executive Director of Vita Group (ASX Listed) and holds the position of Chairman of Audit and Risk Committee. Neil is also the Chairman of Directors of Australian United Retailers (NSX Listed and trading as Foodworks).

Neil holds a Bachelor of Commerce and is a CPA and a FAICD

The Directors (other than Neil) unanimously recommend that Shareholders vote in favour of the Resolution.

RESOLUTION 2: ADOPTION OF REMUNERATION REPORT

Directors of listed entities such as the Company are required to provide detailed disclosures of director and senior executive remuneration in their directors' reports. These disclosures are set out in the Remuneration Report (which forms part of the Directors' report) and were included in the 2019 annual report.

The Remuneration Report includes:

• details of the remuneration provided to the non executive Directors and Key Management Personnel for the year ended 30 June 2019;

• discussion of the Board's policy in relation to the nature and level of remuneration of the Directors, Managing Director and Key Management Personnel; and

• discussion of the relationship between the Board's remuneration policy and the Company's financial performance.

• A vote on this Resolution must not be cast (in any capacity) by or on behalf of the following persons: (a) a member of the Key Management Personnel; or

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• (b) a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution if:

• the person does so as a proxy that specifies how the proxy is to vote on the resolution; or

• the person is the Chair and has been appointed as a proxy (expressly or by default) without being directed how to vote on the resolution; and

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

The Directors unanimously recommend that Shareholders vote in favour of the Resolution.

Defined Terms

In this Explanatory Statement, unless the context otherwise requires:

Annual General Meeting or AGM means the general meeting to be held as set out in the Notice of Meeting.

Board or Board of Directors means the board of Directors of the Company.

Closely Related Party means, as defined in the Corporations Act, a closely related party of a member of the Key Management Personnel being:

• (a) a spouse or child of the member; or

• (b) a child of the member’s spouse; or

• (c) a dependant of the member or of the member’s spouse; or

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Beacon Lighting Group Limited.

Constitution means the constitution of the Company.

Director means a director of the Company.

Key Management Personnel are those people described as Key Management Personnel in the Company's Remuneration Report and includes all directors.

Notice of Meeting or Notice means the notice of meeting for the Annual General Meeting which accompanies this Explanatory Statement.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Shares.

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