CALIX LIMITED — AGM Information 2018

Oct 11, 2018

Calix Limited

ABN 36 117 372 540 Level 1, 9 Bridge Street PYMBLE NSW 2073 AUSTRALIA Ph: +61 2 8199 7400 Fx: +61 2 8199 7444 www.calix.com.au

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12 October 2018

Dear Calix Shareholder,

NOTICE OF ANNUAL GENERAL MEETING OF CALIX LIMITED

Notice is hereby given that the Annual General Meeting ( Meeting ) of members of Calix Limited ( Company ) will be held on 14 November 2018 at 2.30pm (AEDT) (registration from 2.00pm onwards) at Boardroom Pty Ltd, Level 12, 225 George Street, Sydney, NSW 2000, for the purpose of transacting the business set out in this notice of meeting ( Notice of Meeting ).

The business to be proposed at this Meeting is receiving and considering the accounts and reports required by the Corporations Act 2001 (Cth) ( Corporations Act ) for the financial year ended 30 June 2018 and the re−election of Directors as required by the constitution of the Company ( Constitution ).

ORDINARY BUSINESS

Consideration of Financial Report

To consider and discuss the Financial Report, including the Directors’ Report and the Auditor’s Report, for the year ended 30 June 2018.

There is no vote on this item. An Explanatory Note to this item appears on page 5.

Resolution 1 – Remuneration report

To receive, consider and adopt the Remuneration Report of the Company for the financial year ended 30 June 2018 which forms part of the Directors Report. Please note that the vote on the Remuneration Report is advisory and does not bind the Directors or the Company.

Voting exclusions apply to this resolution. An Explanatory Note to this item appears on page 5.

Resolution 2 – Re-election of Directors

To consider and, if thought fit, to pass the following Resolutions as ordinary resolutions:

• A. “That Mr Peter Turnbull, who retires under the Company’s Constitution and being eligible, offers himself for re-election, be re−elected as a Director.”

• B. “That Dr Jack Hamilton, who retires under the Company’s Constitution and being eligible, offers himself for re-election, be re−elected as a Director.”

An Explanatory Note to this item appears on pages 6 and 7.

Other business

To transact any other business that may be legally brought before the Meeting.

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ABN 36 117 372 540

VOTING EXCLUSION STATEMENT

For the purposes of sections 250BD and 250R of the Corporations Act 2001 ( Corporations Act ), the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the key management personnel of the Company details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member (referred to as an Excluded Person ).

However, an Excluded Person may cast a vote as a proxy if the vote is not cast on behalf of an Excluded Person and either:

• the Excluded Person is appointed as a proxy by writing that specifies how the Excluded Person is to vote on Resolution 1; or

• the Excluded Person is the Chair of the meeting and the appointment of the Chair as proxy does not specify the way the Chair is to vote on Resolution 1 and expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

By Order of the Board

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Darren Charles Company Secretary 12 October 2018

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PROXIES AND VOTING

Eligibility to vote

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that, for the purpose of entitlement to vote at the AGM, shares will be taken to be held by those who hold them at 7:00pm (AEDT) on Monday 12 November 2018. Accordingly, those persons are entitled to attend and vote at the Meeting, either in person, by proxy or attorney or, in the case of a corporate shareholder, by personal representative.

Appointing a proxy

If you are entitled to attend and vote at the Meeting but are unable to attend in person, you can appoint a person to attend as your proxy. If you wish to appoint a proxy, you will need to complete and lodge the proxy form as directed below. A proxy form is enclosed with this Notice of Meeting. A proxy need not be a shareholder of the Company, and may be an individual or a body corporate.

If you are entitled to attend and cast two or more votes at the Meeting, you may appoint two proxies and you may specify the proportion or number of votes each proxy is appointed to exercise. If you appoint two proxies and the appointment does not specify the proportion or number of your votes each proxy may exercise, each proxy may exercise half of the votes. Fractions of votes will be disregarded.

To be validly executed the proxy form must be in writing signed by the appointer or an attorney duly authorised in writing or, if the appointer is a body corporate, signed by a duly authorised officer or attorney or in accordance with the Corporations Act, or if it is otherwise electronically authenticated, must be in accordance with clause 12.27 of the Constitution.

Lodging your proxy form

You can lodge your completed proxy form by:

• In person at: Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 AUSTRALIA • Mailing it to: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 AUSTRALIA • Faxing it to: +61 2 9290 9655 • Online at: www.votingonline.com.au/calixagm2018

Your completed proxy form (and any necessary supporting documentation) must be received by the Company’s share registry no later than 2:30pm (AEDT) on 12 November 2018. If the completed proxy form is not received on time, the proxy cannot vote at the Meeting.

If the proxy form is signed by an attorney, the original power of attorney under which the proxy form was signed (or a certified copy) must also be received by the Company’s share registry by 2:30pm (AEDT) on 12 November 2018 unless it has been previously provided to the Company.

If you appoint a proxy, you may still attend the Meeting. However, your proxy’s rights to speak and vote at the Meeting are suspended while you are present. Accordingly, you will be asked to revoke your proxy if you register at the Meeting.

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An appointment of a proxy is revoked (or suspended for the Meeting if a standing appointment) if the Company receives a further proxy appointment that would result in the shareholder having more proxies than the shareholder is entitled to. The proxy appointment made first in time is the first to be treated as revoked or suspended.

How the Chairman will vote undirected proxies

The Chairman intends to vote undirected proxies in favour of all of the Resolutions. The Company encourages all shareholders who submit proxies to direct their proxy on how to vote in relation to each Resolution.

Attending the Meeting

If you attend the Meeting:

• (a) representatives from the Company’s share registry will need to verify your identity; and

• (b) you will be able to register from 2.00 pm (AEDT) on the day of the Meeting.

Corporate shareholders

Corporate shareholders who wish to appoint a representative to attend the Meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the company’s representative, which the representative should bring along to the Meeting. The authorisation will be effective for this Meeting only.

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ABN 36 117 372 540

EXPLANATORY NOTE TO THE NOTICE OF ANNUAL GENERAL MEETING

IMPORTANT NOTICE

This Explanatory Note contains an explanation of, and information about, the matters and Resolutions to be considered at the Meeting of the Company to be held on 14 November 2018 at 2:30pm (AEDT) at Boardroom Pty Ltd, Level 12, 225 George Street, Sydney, NSW 2000. Shareholders should read this Explanatory Note in full. This Explanatory Note forms part of the accompanying Notice of Meeting and should be read with the Notice of Meeting.

This Explanatory Note does not take into account the individual investment objectives, financial situation and needs of individual shareholders or any other person. Accordingly, it should not be relied on solely in determining how to vote on the Resolutions.

If you are in doubt about what to do in relation to any of the Resolutions or matters outlined in the Notice of Meeting or the Explanatory Note, you should consult your financial or other professional adviser.

ORDINARY BUSINESS

CONSIDERATION OF FINANCIAL REPORT

The Corporations Act requires the financial statement for the year ended 30 June 2018, Directors' Report and Auditor's Declaration (collectively referred to as the Reports ) to be laid before the Meeting. The Reports have been sent, or will be sent to shareholders before the Meeting.

Neither the Corporations Act nor the Constitution requires shareholders to vote on the Reports. However, shareholders will be given an opportunity to raise questions on the Reports at the Meeting.

In addition, the Company’s auditor or their representative will be available in person or by telephone at the Meeting and the Chair will allow a reasonable opportunity for the shareholders as a whole to ask the auditor or the auditor’s representative questions relevant 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; and

• the independence of the auditor in relation to the conduct of the audit.

RESOLUTION 1: REMUNERATION REPORT

Section 300A of the Corporations Act requires listed companies to include a Remuneration Report within the Directors Report. The Remuneration Report must be put to a vote of members at the Meeting. The vote on the resolution will be advisory only and will not bind the Directors or the Company. However, if the Remuneration report received a “no” vote of at least 20% at the Meeting and then again at the 2019 Annual General Meeting, a resolution will be required to put to the shareholders at the 2019 Annual General Meeting as to whether another meeting of shareholders should be held within 90 days at which all Directors (other than the Managing Director) who were in office at the date of the 2019 Directors Report must stand for re-election.

Shareholders will be given the opportunity to ask questions and make comments on the Remuneration Report at the Meeting.

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Directors’ Recommendation

Noting that each director has a personal interest in their own remuneration as described in the Remuneration Report, the Board unanimously recommends the adoption of the Remuneration Report.

The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 1.

This resolution is subject to voting exclusions.

RESOLUTION 2: RE-ELECTION OF DIRECTORS

Clause 13 of the Company’s Constitution provides a process by which, at each Annual General Meeting, onethird of the Directors (except the Managing Director), shall retire from office by rotation.

All retiring Directors remain eligible for re-election upon retirement.

The Directors due to retire by rotation at this Meeting are Mr Peter Turnbull and Dr Jack Hamilton. Each of Mr Peter Turnbull and Dr Jack Hamilton, being eligible, offers himself for re-election.

A. Mr Peter Turnbull

Mr Peter Turnbull was appointed as a non-executive Director of the Company in 2010 and appointed to the role of Chair of the Board of Directors in 2013.

Peter is an experienced chair and professional non-executive director of publicly-listed, unlisted public, not for profit and early stage companies.

Peter brings to the Board significant legal, risk management and commercial experience gained from working with boards and management to conceive, fund, structure and complete corporate transactions and to prioritise and maximise the value of organic growth strategies for shareholders.

Peter also has significant regulatory and public policy experience from prior executive roles including as a Director of the Securities & Futures Commission of Hong Kong. Peter is a regular contributor and speaker in Australia and overseas on corporate governance issues and is a former President and Life Member of the Governance Institute of Australia.

Peter’s senior executive roles over 30 years involved significant experience in large publicly listed organisations with global operations, particularly South East Asia, Europe and the USA. Peter's executive experience included over a decade in energy markets and the resources sector including as Company Secretary of Newcrest Mining Limited, Company Secretary and General Counsel of BTR Nylex Limited and General Manager, Legal and Corporate Affairs with Energex Limited.

Current positions and directorships include:-

• Non-executive director and Acting Chair, Karoon Gas Australia Ltd (ASX – KAR)

• Chair, Metallica Minerals Limited (ASX – MLM)

• Non-executive director, Governance Institute of Australia

• Chair, Auxita Pty Ltd

Peter is an Adjunct Professor at the University of Queensland, a former President and Fellow of the Governance Institute of Australia and a Fellow of the Australian Institute of Company Directors.

Peter is the Chair of the Board of Directors, Chair of the Remuneration and Nomination Committee and a member of the Audit and Risk Management Committee.

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ABN 36 117 372 540

B. Dr Jack Hamilton

Dr Jack Hamilton was appointed as a Non-Executive Director of the Company on 1 November 2012.

Jack has over 30 years’ experience both locally and internationally in operations management covering refining, petrochemicals and gas production, marketing, strategy and liquefied natural gas project management.

Jack was previously CEO of Exergen Pty Ltd, a low emission coal resource development company and formerly, director of NWS Ventures with Woodside Energy overseeing one of Australia’s largest resource projects, the North West Shelf Project.

Jack is the non-executive chair of Anteo Diagnostics Limited (ASX – ADO) and has held numerous publicly-listed non‐executive director roles including Renu Energy Limited and DUET Group Ltd.

Jack holds a Bachelor of Chemical Engineering degree and a Doctorate of Philosophy (University of Melbourne). He is also a Fellow of Australian Institute of Energy and a Fellow of the Australian Institute of Company Directors

Jack is Chair of the Audit & Risk Management Committee and the Technology Committee and a member of the Remuneration and Nomination Committee.

Directors’ Recommendation

The Directors (Mr Peter Turnbull abstaining in respect of Resolution 2A, and Dr Jack Hamilton abstaining in respect of Resolution 2B) unanimously support the re−election of Mr Peter Turnbull and Dr Jack Hamilton and recommend that shareholders vote in favour of these Resolutions.

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