GOWING BROS LIMITED — AGM Information 2012

Oct 18, 2012

Investing Together For a Secure Future

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Gowing Bros. Limited (the “ Company ”) will be held at Suite 21, Upper Deck, Jones Bay Wharf, 26 – 32 Pirrama Rd, Pyrmont, NSW 2009 on Thursday 22 November, 2012 at 10 am (AEDT).

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting describes and explains in more detail the various matters set out below which are to be considered in the meeting.

ORDINARY BUSINESS

Item 1 Financial Statements & Reports

To receive and consider the Financial Statements and the Reports of the Directors and Auditors for the year ended 31 July 2012.

Item 2

Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution:

“That the Company’s Remuneration Report for the year ended 31 July 2012 be adopted.”

Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

The Company will disregard any votes cast on Item 2 by or on behalf of any of the Company’s key management personnel or by or on behalf of a closely related party of a member of the key management personnel. The Company’s key management personnel are those personnel, including the Directors, whose remuneration details appear in the Remuneration Report. However, the Company need not disregard a vote if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the stated voting intentions of the Chairman of the Meeting, or if:

• it is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• the vote is not cast on behalf of any of the Company’s key management personnel or a closely related party of the key management personnel.

Item 3

Re-Election of Director

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

“That Mr. John Parker, who retires by rotation in accordance with the Company’s Constitution, being eligible and having offered himself for re-election, be re-elected a Director of the Company.”

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Item 4 Election of Director

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

“That Mr. Robert Fraser, who was appointed a non-executive Director since the last Annual General Meeting and who retires in accordance with the Company’s Constitution, being eligible and having offered himself for election, be elected a Director of the Company.”

SPECIAL BUSINESS

Item 5 Remuneration of non-executive Directors

To consider, and if thought fit, pass the following resolution as a special resolution:

“That the aggregate amount fixed for remuneration of non-executive Directors for the year ended 31 July 2013 and ongoing shall be increased from $150,000 to $200,000.”

Voting Exclusion Statement

The Company will disregard any votes cast on Item 5 by any of the Directors of the Company and any of their associates. However, the Company need not disregard a vote if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the stated voting intentions of the Chairman of the Meeting, or if:

• it is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• the vote is not cast on behalf of any of the Company’s key management personnel or a closely related party of the key management personnel.

OTHER INFORMATION

Instructions on Voting by Proxy

• i. A shareholder entitled to attend and vote is entitled to appoint not more than two (2) proxies. When more than one (1) proxy is appointed, each proxy must be appointed to represent a specified proportion or specified number of the shareholder’s voting rights. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half the votes. Fractions of votes will be disregarded. A proxy need not be a shareholder.

• ii. The Proxy Form must be received at the registered office of the Company or its registry not less than 48 hours before the appointed time of the meeting.

• iii. A shareholder entitled to attend and vote at the meeting may appoint an attorney to vote at the meeting. Attorneys should bring an original or certified copy of the Power of Attorney to the meeting.

• iv. A corporation that is a shareholder or a proxy may elect to appoint a representative in accordance with the Corporations Act 2001, in which case the Company will require written proof of the representative’s appointment, which must be lodged with or presented to the Company before the commencement of the meeting.

• v. If the Chairman of the meeting is appointed, or is taken to be appointed, as a proxy but the appointment does not specify the way to vote on a resolution, then the Chairman intends to exercise the relevant shareholder’s votes in favour of the relevant resolutions (subject to the other provisions of this Notice, including the Explanatory Memorandum and the voting restrictions contained therein).

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Questions for the Auditors

Questions may be addressed to the Company’s auditors at the Annual General Meeting either by: i. submitting the question in writing, five (5) days prior to the meeting; or ii. raising the question at the meeting.

Annual Report

A link to a copy of the Annual Report of the Company containing the Financial Report, Directors’ Report and Auditor’s Report for the year ended 31 July 2012 is expected to be available online at www.gowings.com during the week ending Friday 26 October 2012 and will be mailed separately at that time if a printed copy has been requested.

Entitlement to 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 this meeting, all shares will be taken to be held by the persons who held them as registered shareholders at 7 pm (Sydney time) on Tuesday, 20 November 2012. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

By order of the Board:

J. S. Byers Secretary

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EXPLANATORY MEMORANDUM

Explanation of Item 1

The Corporations Act 2001 (“ Corporations Act ”) requires each of the Financial Report, Directors’ Report and Auditor’s Report to be laid before the meeting. There is no requirement in the Corporations Act or the Company’s Constitution for shareholders to vote on, approve or adopt these reports. Shareholders will have a reasonable opportunity at the meeting to ask questions and make comments on these reports.

Explanation of Item 2

The Remuneration Report for the Company for the year ended 31 July, 2012 is set out in the Directors’ Report in the section entitled “Remuneration Report”.

The Remuneration Report sets out the principles and the current arrangements for the remuneration of Directors and the executive management.

The Corporations Act requires that the Company in Annual General Meeting consider and vote on a resolution formally adopting the Remuneration Report. It should be noted that whatever resolution is passed in the meeting in respect of the Remuneration Report shall be advisory only and shall not be binding on the Directors or the Company.

It is anticipated that the Chairman of the meeting will be a member of the key management personnel, details of whose remuneration is included in the Remuneration Report. Shareholders should be aware that the Chairman of the meeting intends to vote undirected proxies in favour of the adoption of the Remuneration Report. By appointing the Chairman of the meeting to be your proxy, you expressly authorise the Chairman of the meeting to exercise the proxy in relation to Item 2 (including an undirected proxy) even if the Chairman of the meeting is a member of the key management personnel (or a closely related party of a member of the key management personnel). A shareholder may appoint the Chairman of the meeting as a proxy with a direction to cast votes contrary to the Chairman’s stated voting intentions, or to abstain from voting on item 2.

The “Two Strikes” Rule applies with respect to Item 2. If there is more than 25% vote against the Remuneration Report at this meeting then:

• the next year’s Remuneration Report must contain details of any proposed actions to address any concerns raised by shareholders at this meeting, or the Board’s reasons for inactions; and

• if at the next Annual General Meeting more than 25% vote against the next year’s Remuneration Report then a ‘spill resolution’ will be put to the shareholders at that meeting, i.e. whether or not to hold a ‘spill meeting’ within 90 days to vote on the re-election of the existing Directors. The Managing Director will not be subject to the spill motion.

Explanation of Item 3

In accordance with the Company’s Constitution a minimum of one-third of the Directors, being those longest in office since their last election, must retire from office at each Annual General Meeting. The retiring Directors may offer themselves for re-election if eligible. Accordingly, Mr. John Parker retires by rotation and being eligible offers himself for re-election.

Mr. Parker has been a Director of Gowing Bros. Limited since January 2002 and is Chairman of the Audit Committee. John is also a coach with Foresight’s Global Coaching, providing one-to-one business coaching to senior executives in Australia.

John brings considerable experience to the Board with over 31 years in equities research and funds management in Sydney, London and South Africa. John joined Ord Minnett (now JP Morgan) in 1987 and

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Explanation of Item 3 (continued)

County Natwest Securities (now Citigroup) in 1991 where he was a director from 1995 to 2001. John founded a funds management business in 2003, from which he retired in 2010.

Explanation of Item 4

In accordance with the Company’s Constitution, Mr. Robert Fraser, who was appointed as an independent, non-executive Director of the Company on 2 April 2012, will stand for election at the meeting. The Directors consider Mr. Fraser to be a well-qualified, valuable addition to the composition of the Board.

Mr. Fraser is a corporate adviser and company director with over 23 years of investment banking experience. He is presently the Sydney based Managing Director of TC Corporate Pty. Limited, the corporate advisory division of the stockbroking firm of Taylor Collison Limited of which he is also a Director and Principal.

Mr. Fraser has Economics and Laws (Honours) degrees from the University of Sydney. He brings to the Board particular expertise in the areas of corporate and financial analysis, capital management, equity capital markets, corporate governance, investor relations and mergers and acquisitions. He is also a licensed business broker and licensed real estate agent.

Mr. Fraser has extensive experience as a public company director and he is presently a non-executive director of ARB Corporation Limited and F.F.I. Holdings Limited. In the previous 3 years, he has also served as a non-executive director of Crane Group Limited and Symex Holdings Limited.

Explanation of Item 5

The resolution on Item 5, if passed, will result in the aggregate amount of remuneration for non-executive Board members for the year ending 31 July 2013 and future years being increased by $50,000 from $150,000 to $200,000. The last increase in non-executive Board member fees was approved at the Annual General Meeting in November 2004. This increase ensures that the Company is able to continue to retain and attract Directors of the highest calibre.