HITECH GROUP AUSTRALIA LIMITED — AGM Information 2015

Sep 20, 2015

HiTech Group Australia Limited

A.B.N 41 062 067 878

Registered Office - Level 7, 9 Young Street, Sydney NSW 2000 (P.O. Box R182, Royal Exchange NSW 1225) Telephone: (02) 9241 1919 Facsimile: (02) 9241 1731

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the year 2015 Annual General Meeting of the Shareholders of HiTech Group Australia Limited will be held at Level 7, 9 Young Street, Sydney on Friday, 30 October 2015 at 4 p.m.

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report, director’s report and the auditor’s report of the Company for the year ended 30 June 2015.

Resolution 1 - Election of director Elias Hazouri

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

That Mr. Elias Hazouri who retires as a director by rotation in accordance with rules 75.1 (b) and 76.1 of the constitution of the company and, being eligible, be re-elected as a director of the company.

Resolution 2 - Remuneration Report

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

That for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report as contained in the Directors’ Report for the year ended 30 June 2015 be adopted.

VOTING NOTE

The vote on this resolution is advisory only and does not bind the Company or its directors.

By order of the Board of Directors

Raymond Hazouri Company Secretary Sydney, 21 September 2015

Entitlement to Vote

The Company has determined in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the holders of shares recorded in the Company’s register at 5 p.m. Sydney time, Wednesday 28 October 2015, will be taken for the purposes of the annual general meeting, to be held by the persons who held them at that time.

Voting by Proxy

A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies.

Where a 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 half of the votes.

A proxy needs not be a shareholder.

Unless the member specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting.

If you wish to appoint a proxy, you should complete the enclosed Proxy Form. To be effective, the form must be received not later than 4 p.m. (Sydney time) on Wednesday, 28 October 2015 at the registered office of HiTech Group Australia Limited, Level 7, 9 Young Street, Sydney 2000 (PO Box R182, Royal Exchange NSW 1225), by facsimile to (02) 9241 1731 or by email to secretary@hitechaust.com by that time.

EXPLANATORY NOTES

RESOLUTION 1 – ELECTION OF ELIAS HAZOURI AS A DIRECTOR

Clauses 75.1(b) and 76.1 of the Constitution of the Company requires that one third of the Directors retire by rotation at the annual general meeting of the Company.

ASX Listing Rule 14.4 states that a Director of the Company must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or three (3) years whichever is longer.

Elias Hazouri has over 20 years’ experience in IT and banking, and his knowledge of HiTech’s business is extensive. Elias has advised on business strategy, both from a financial and operational perspective, since the inception of HiTech in 1993, and has previously been appointed to the board as an alternate Director to Ray Hazouri from 1993March 2000 and 2003 to the present. Elias is currently employed in the capacity of General Manager/Chief Information Officer (GM/CIO).

Throughout his career, Elias has been integral to the development of many key systems and teams. He has held roles as a technologist and business head. Elias is a key resource and knowledge base to the HiTech account managers and is jointly responsible for generating new business.

Voting exclusion statement

The Company will disregard any votes cast on this resolution by Elias Hazouri and by any associate of Elias Hazouri.

RESOLUTION 2 – REMUNERATION REPORT

The Corporations Act 2001 requires the Company to put a resolution to the Annual General Meeting that the Company's remuneration report be adopted. The vote on this resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

The remuneration report, which details the Company's policy on the remuneration of Directors and senior executives, is set out on pages 15-17 of the Company's Annual Report 2015. It is also available at the Company's website at: www.hitechaust.com.

The Company encourages all shareholders to cast their votes on this resolution. If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on this resolution.

Any undirected proxies held by the Chairman of the meeting, other directors or other key management personnel or any of their closely related parties will not be voted on this resolution. If you appoint the Chairman of the meeting, other directors and other key management personnel as your proxy, you should direct them how to vote if you want your shares to be voted on this resolution.

Voting Exclusions

Voting exclusion on this resolution applies to the directors and other key management personnel of the Company and their closely related parties. However, the company will not disregard a vote by the directors and other key management personnel of the Company and their closely related parties if they are voted as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form.