EVZ LIMITED

EVZ Limited ABN 87 010 550 357

Notice of Annual General Meeting and Explanatory Notes

Date of Meeting 15[th] November 2019

Time of Meeting 10am, Melbourne time

Place of Meeting

“The G” meeting room Ground level 838 Collins Street Docklands, Victoria, 3008

ABN 87 010 550 357

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the members of EVZ Limited ACN 010 550 357 (“Company”) will be held at “The G” meeting room, ground level, 838 Collins Street, Docklands, Victoria, 3008 at 10.00 am (AEDT) on Friday 15[th] November 2019 .

BUSINESS OF THE MEETING

Financial Report

To receive and consider the annual financial report, the directors’ report and audit report of the Company and its controlled entities for the financial year ending 30 Jun 2019.

Note: There is no requirement for shareholders to approve the annual financial report.

Resolution 1:

REMUNERATION REPORT

To consider and (if thought fit) to pass, with or without modification, the following resolution as an ordinary resolution:

"That, in accordance with section 250R(2) of the Corporations Act, the Remuneration Report be adopted."

Voting Exclusion Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
b) a closely related party of such a member.

However, a person described above may vote on this Resolution if the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above and either:

the person does so as a proxy appointed in writing that specifies how the proxy is to vote on this Resolution; or
the person so appointed is the Chairperson and the appointment:

a. does not specify how the proxy is to vote on this Resolution; and
b. authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2:

RE-ELECTION OF DIRECTOR – IAN LUCK

To consider and (if thought fit) to pass, with or without modification, the following resolution as an ordinary resolution:

"That Ian Luck, having retired in accordance with the Constitution, being eligible and offering himself for re-election, be re-elected as a director."

Resolution 3:

RE-APPOINTMENT OF AUDITOR

To consider and (if thought fit) to pass, with or without modification, the following resolution as an ordinary resolution:

"That, for the purpose of Section 327B of the Corporations Act and for all other purposes, Grant Thornton, having been nominated by a Shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of this Meeting."

Dated: 11 October 2019 By order of the Board:

Pieter van der Wal - Company Secretary

NOTES

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to vote instead of the member.
A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise one half of the member’s votes.
A proxy need not be a member of the Company.
The proxy form must be signed by the member or the member’s attorney. Proxies given by corporations must be executed under seal or signed under the hand of a duly authorised officer or attorney.
To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be lodged by one of the following methods:
a) Online by visiting the following address www.investorvote.com.au; or
b) at the offices of Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Victoria 3067, by mail to GPO Box 242, Melbourne Victoria 3001, or on fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

at the registered office of the Company, 115/838 Collins Street, Docklands Victoria 3008, or on fax number (03) 9542 6061 (within Australia) or +61 3 9542 6061 (outside Australia),

not later than 10am (AEDT) on Wednesday, 13 November 2019.

Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions electronically.

Your proxy form is enclosed. This is an important document. Please read it carefully. If you are unable to attend the Annual General Meeting, please complete the enclosed proxy form and return it in accordance with the instructions set out on that form.
A person may attend the meeting under an appointment of corporate representative pursuant to section 250D of the Corporations Law or Power of Attorney only if a copy of that appointment or Power of Attorney is provided to the share registrars of the Company before the meeting. Documents can be provided by post or facsimile as follows:

a) at the offices of Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Victoria 3067, by mail to GPO Box 242, Melbourne Victoria 3001; or
b) by faxing it to the offices of Computershare Investor Services Pty Limited on fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).
For Persons entitled to vote, under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the Annual General Meeting will be as it appears in the share register at 7.00pm (AEDT) on Wednesday, 13 November 2019.
A hardcopy of the 2019 Annual Report has been mailed with this notice of meeting to those Shareholders who had previously requested it. The Company wishes to advise that an electronic copy of the 2019 Annual Report is available on the Company’s website at www.evz.com.au.

ABN 87 010 550 357

EVZ Limited

EXPLANATORY NOTES

Introduction

The following information provides a detailed explanation on each resolution set out in the Notice of Annual General Meeting.

The Directors recommend Shareholders read these Explanatory Notes in full before making any decision in relation to the Resolutions.

Financial Report

The 2019 Annual Financial Report of EVZ Limited has been sent to Shareholders who had previously requested a copy of the Financial Report. Shareholders can also view a copy of the Financial Report on the Company’s website. Shareholders will be given the opportunity at the meeting to ask questions of the Board of Directors and the Auditor on matters contained in the Financial Report.

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to a vote of Shareholders.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to Directors and other Key Management Personnel and sets out the details of any share-based compensation.

The vote on this resolution is advisory only and does not bind the Directors or the Company. Of itself, a failure of Shareholders to pass this Resolution will not require the Directors to alter any of the arrangements in the Remuneration Report. Directors will however consider the outcome of the vote and any comments made by Shareholders on the Remuneration Report when setting the Company's remuneration policy for future financial years.

Under sections 250U and 250Y of the Corporations Act, Shareholders have the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting, a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

At the Company’s 2018 Annual General Meeting the remuneration report was approved by over 75% of Shareholders present and voting.

Accordingly, if the Remuneration Report receives a 'no' vote of 25% or more at this meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the Managing Director) may be up for re-election.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

Resolution 2 – Re-election of Ian Luck as a Director

Clause 20.2 of the Company’s Constitution requires one third of the Directors (other than the Managing Director) to retire from office at each annual general meeting. The Director to retire is the Director who have been longest in office since their last election at the date of the Meeting. Where Directors have been in office an equal length of time, they may agree on which Director will retire by rotation.

A director who retires by rotation under clause 20.2 of the Constitution is eligible for reelection.

Mr Luck, being the equal longest in office since his last election, retires by rotation and, being eligible, has offered himself for re-election.

Mr Luck, age 67, has significant experience in the engineering and construction sector with 40 years’ experience in business leadership in Australia. He currently is a NonExecutive Director of McConnell Dowell. Previously he has been the Managing Director of Baulderstone and a key manager in Leighton Contractors.

The Directors (other than Mr Luck) unanimously recommend that Shareholders vote in favour of Resolution 2.

The Chair intends to vote undirected proxies in favour of Resolution 2.

Resolution 3 – Appointment of Auditor

At the Company’s annual general meeting on 23 November 2018, Shareholders approved:

(a) the removal of Crowe Horwath Melbourne as the Company’s auditor under section 329 of the Corporations Act; and
(b) the appointment of Grant Thornton Audit Pty Ltd ( Grant Thornton ) as the Company’s auditor under section 327D of the Corporations Act.

Under section 327D of the Corporations Act, the Company, in a general meeting, may appoint an auditor to replace an auditor removed under section 329 of the Corporations Act. However section 327D(5) of the Corporations Act provides that an auditor appointed under section 327D holds office until the Company’s next annual general meeting. Accordingly, Grant Thornton’s appointment as auditor will expire at the end of this Meeting.

Section 327B(1) of the Corporations Act requires that a company must appoint an auditor to fill any vacancy in the office of auditor at its annual general meeting. Accordingly, Resolution 3 is a special resolution seeking the appointment of Grant Thornton as the auditor of the Company on and from the close of the Meeting.

In accordance with section 328B of the Corporations Act, Robert Edgley, who is a member of the Company, has given the Company written notice of the nomination of Grant Thornton for appointment as external auditor. A copy of the written notice of nomination is annexed to this Notice (see Annexure A).

Grant Thornton has provided the Company with a written notice confirming that it has consented to be appointed as the Company’s auditor for the purpose of section 328A of the Corporations Act.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

The Chair intends to vote undirected proxies in favour of Resolution 3.

Schedule 1 – Glossary

In the Notice of Meeting and the Explanatory Notes the following defined terms have the following meanings:

Annual General Meeting or Meeting means the annual general meeting of Shareholders convened by this Notice of Meeting.

ASIC means Australian Securities and Investments Commission. Associate has the meaning given in the Listing Rules.

ASX means ASX Limited or the securities exchange market operated by it, as the context requires.

Board means the board of Directors of the Company.

Business Days means a day that is not a Saturday, Sunday, bank holiday or public holiday in Melbourne, Australia.

Chair or Chairman means the chairman of the Annual General Meeting.

Closely Related Party of a member of the Key Management Personnel means:

i. a spouse or child of the member;
ii. a child of the member's spouse;
iii. a dependent of the member or members' spouse;
iv. 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 Company;
v. a company the member controls; or
vi. a person prescribed by the Corporations Regulations 2001 (Cth).

Company and EVZ means EVZ Limited ACN 010 550 357. Constitution means the Company's constitution. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Equity Securities has the meaning given in the Listing Rules. Explanatory Notes means these explanatory notes. Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Listing Rules means the listing rules of the ASX. Notice of Meeting or Notice means the notice of Annual General Meeting, which accompanies these Explanatory Notes. Related Party has the meaning given in the Listing Rules. Resolution means a resolution contained in the Notice of Meeting. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share.

Annexure A – Nomination of Auditor

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EVZ LIMITED — AGM Information 2019

64889_rns_2019-10-17_0542d397-4c0e-417f-a5e8-a5d01d5dbedd.pdf

Place of Meeting

EVZ Limited

NOTICE OF ANNUAL GENERAL MEETING

BUSINESS OF THE MEETING

Financial Report

Note: There is no requirement for shareholders to approve the annual financial report.

Resolution 1:

REMUNERATION REPORT

Voting Exclusion Statement:

Resolution 2:

RE-ELECTION OF DIRECTOR – IAN LUCK

Resolution 3:

RE-APPOINTMENT OF AUDITOR

NOTES

EVZ Limited

EXPLANATORY NOTES

Introduction

Financial Report

Resolution 1 – Adoption of Remuneration Report

Resolution 2 – Re-election of Ian Luck as a Director

Resolution 3 – Appointment of Auditor

Schedule 1 – Glossary

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