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AUSTRALIAN WHISKY HOLDINGS LIMITED ABN 62 104 600 544

Notice of Annual General Meeting Explanatory Statement and Proxy Form

Date of Meeting: Monday, 25 November 2019

Time of Meeting: 11.00 AM (AEDT)

Place of Meeting: Gadens Level 25, Bourke Place 600 Bourke Street Melbourne, Victoria 3000

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay

AUSTRALIAN WHISKY HOLDINGS LIMITED

ABN 6210 4600 544

Registered office: 5B Morrison Street, Hobart, Tasmania, 7000

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Members of Australian Whisky Holdings Limited (the “Company”) will be held at the offices of Gadens, Level 25, Bourke Place, 600 Bourke Street, Melbourne, Victoria 3000, at 11.00 am (AEDT) on Monday, 25 November 2019.

AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

To receive and consider the Financial Report of the Company and the related reports of the Directors (including the Remuneration Report) and Auditor's Report for the year ended 30 June 2019.

Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly, no resolution will be put to shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2019 be adopted.”

Resolution 2: Election of Mr David Dearie as a Director of the Company

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

"That, Mr David Dearie, having been appointed to the Board of Directors during the year, retires as a Director in accordance with the Constitution of the Company and being eligible for election, be elected as a Director of the Company."

Resolution 3: Election of Mr Warren Randall as a Director of the Company

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

"That, Mr Warren Randall, having been appointed to the Board of Directors during the year, retires as a director in accordance with the Constitution of the Company and being eligible for election, be elected as a director of the Company."

Resolution 4: Election of Mr Laurent Ly as a Director of the Company

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

"That, Mr Laurent Ly, having been appointed to the Board of Directors during the year, retires as a director in accordance with the Constitution of the Company and being eligible for election, be elected as a director of the Company."

Resolution 5: Re-Election of Mr Geoff Bainbridge as a Director of the Company

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

"That, Mr Geoff Bainbridge, who retires pursuant to the Constitution of the Company and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Resolution 6: Renewal of Employee Incentive Plan

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

“That, for the purposes of ASX Listing Rule 7.2 exception 9(b) and for all other purposes shareholders approve with effect from the close of this Meeting the Company’s Employee Incentive Plan (EIP) (copies of the EIP Rules are available for inspection at the Company’s registered office) and the issue of securities by the Board in its discretion in accordance with the provisions of that EIP.”

Resolution 7: Approval to Grant Performance Rights to Mr David Dearie (or his Nominee)

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant up to 35,400,000 Performance Rights in the Company to Mr David Dearie, or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Resolution 8: Approval to Grant Performance Rights to Mr Geoff Bainbridge (or his Nominee)

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant up to 31,800,000 Performance Rights in the Company to Mr Geoff Bainbridge, or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Resolution 9: Approval to Grant Performance Rights to Mr Warren Randall (or his Nominee)

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant up to 9,000,000 Performance Rights in the Company to Mr Warren Randall, or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Resolution 10: Approval to Grant Performance Rights to Mr Laurent Ly (or his Nominee)

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant up to 9,000,000 Performance Rights in the Company to Mr Laurent Ly, or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Resolution 11: Appointment of Auditor

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

"That, subject to the consent of the Australian Securities and Investments Commission to the current auditor resigning, Deloitte Touche Tohmatsu, having consented in writing and been duly nominated in accordance with Section 328B(1) of the Corporations Act 2001, be appointed as auditor of the Company.”

Resolution 12: Approval of 10% Placement Facility

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

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

By order of the Board

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Melanie Leydin Company Secretary

11 October 2019

Notes

1. Entire Notice: The details of the resolution contained in the Explanatory Notes accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

3. Proxies

a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.
b. Each shareholder has a right to appoint one or two proxies.
c. A proxy need not be a shareholder of the Company.
d. If a shareholder is a company it must execute under its common seal or otherwise in accordance with it constitution or the Corporations Act.
e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise.
f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands.
g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act.
h. To be effective, proxy forms must be received by the Company’s share registry (Boardroom) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 11.00 am (AEDT) Melbourne time on Saturday, 23 November 2019. Any proxy received after that time will not be valid for the scheduled meeting.

4. Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

5. Voting Exclusion Statement:

Resolution 1

The Company will disregard any votes cast on this resolution (in any capacity) by or on behalf of a member of the Key Management Personnel (being those persons described as such in the Remuneration Report) or a Closely Related Party of such a member unless the vote cast as proxy for a person entitled to vote:

(a) in accordance with a direction on the proxy form; or
(b) by the Chairman of the meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit even if the Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel for the Company, or if the Company is party of a consolidated entity, for the entity

Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please ensure that you direct them how to vote. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 1. By marking the Chairman’s box on the proxy form you acknowledge that the Chairman of the meeting will vote in favour of this item of business as your proxy. The Chairman will vote undirected proxies in favour of Resolution 1.

Resolution 2

There are no voting exclusions on this resolution.

Resolution 3

There are no voting exclusions on this resolution.

Resolution 4

There are no voting exclusions on this resolution.

Resolution 5

There are no voting exclusions on this resolution.

Resolution 6

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of any Director who is eligible to participate in the employee incentive scheme in relation to the Company and any associates of those persons.

However, the Company need not disregard a vote on this Resolution if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides.

As Resolution 6 may be considered to relate to the remuneration of a member of the KMP for the Company, the Company will disregard all votes cast in favour of Resolution 6 by a member of the KMP or a Closely Related Party of a KMP, who has been appointed as a proxy unless:

(a) the proxy is appointed by writing that specifies how the proxy is to vote on that Resolution; or
(b) if the proxy is the Chair and the appointment of the Chair as a proxy does not specify the way the proxy is to vote on that Resolution but it expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP for the Company or if the Company is party of a consolidated entity, for the entity.

Resolution 7

The Company will in accordance with Listing Rule 14.11 disregard any votes cast on Resolution 7 by any Director of the Company who is eligible to participate in the Employee Incentive Plan(or their nominee) and any associate of a Director. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

As Resolution 7 may be considered to relate to the remuneration of a member of the KMP for the Company, the Company will disregard all votes cast in favour of Resolution 7 by a member of the KMP or a Closely Related Party of a KMP, who has been appointed as a proxy unless:

(a) the proxy is appointed by writing that specifies how the proxy is to vote on that Resolution; or
(b) if the proxy is the Chair and the appointment of the Chair as a proxy does not specify the way the proxy is to vote on that Resolution but it expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP for the Company or if the Company is party of a consolidated entity, for the entity.

Resolution 8

The Company will in accordance with Listing Rule 14.11 disregard any votes cast on Resolution 8 by any Director of the Company who is eligible to participate in the Employee Incentive Plan (or their nominee) and any associate of a Director. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

As Resolution 8 may be considered to relate to the remuneration of a member of the KMP for the Company, the Company will disregard all votes cast in favour of Resolution 8 by a member of the KMP or a Closely Related Party of a KMP, who has been appointed as a proxy unless:

(a) the proxy is appointed by writing that specifies how the proxy is to vote on that Resolution; or
(b) if the proxy is the Chair and the appointment of the Chair as a proxy does not specify the way the proxy is to vote on that Resolution but it expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP for the Company or if the Company is party of a consolidated entity, for the entity.

Resolution 9

The Company will in accordance with Listing Rule 14.11 and disregard any votes cast on Resolution 9 by any Director of the Company who is eligible to participate in the Employee Incentive Plan (or their nominee) and any associate of a Director. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form; or

(b) it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

As Resolution 9 may be considered to relate to the remuneration of a member of the KMP for the Company, the Company will disregard all votes cast in favour of Resolution 9 by a member of the KMP or a Closely Related Party of a KMP, who has been appointed as a proxy unless:

(a) the proxy is appointed by writing that specifies how the proxy is to vote on that Resolution; or

(b) if the proxy is the Chair and the appointment of the Chair as a proxy does not specify the way the proxy is to vote on that Resolution but it expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP for the Company or if the Company is party of a consolidated entity, for the entity.

Resolution 10

The Company will in accordance with Listing Rule 14.11 disregard any votes cast on Resolution 10 by any Director of the Company who is eligible to participate in the Employee Incentive Plan (or their nominee) and any associate of a Director. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

As Resolution 10 may be considered to relate to the remuneration of a member of the KMP for the Company, the Company will disregard all votes cast in favour of Resolution 10 by a member of the KMP or a Closely Related Party of a KMP, who has been appointed as a proxy unless:

(a) the proxy is appointed by writing that specifies how the proxy is to vote on that Resolution; or
(b) if the proxy is the Chair and the appointment of the Chair as a proxy does not specify the way the proxy is to vote on that Resolution but it expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP for the Company or if the Company is party of a consolidated entity, for the entity.

Resolution 11

There are no voting exclusions on this resolution.

Resolution 12

The Company will in accordance with Listing Rule 14.11 disregard any votes cast in favour of Resolution 12 by any person who may participate in the proposed issue or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, and any associate of such person. . However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Enquiries

Shareholders are invited to contact the Company Secretary, Melanie Leydin on (03) 9692 7222 if they have any queries in respect of the matters set out in these documents.

EXPLANATORY STATEMENT

Receipt and consideration of Accounts & Reports

A copy of the Annual Report for the financial year ending 30 June 2019 (which incorporates the Company's Financial Report, reports of the Directors (including the Remuneration Report) and the Auditor's Report) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at +61 (03) 6231 9088, and you may request that this occurs on a standing basis for future years. Alternatively, you may access the Annual Report at the Company's website: https://www.australianwhiskyholdings.com/ / or via the Company's announcement platform on ASX. Except for as set out in Resolution 1, no resolution is required on these reports.

Resolution 1: Adoption of Remuneration Report

Background

Section 250R(2) of the Corporations Act requires that a resolution to adopt the remuneration report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors’ Report in the Company’s 2019 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

In accordance with Section 250SA of the Corporations Act 2001, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the remuneration report at the Annual General Meeting.

The Corporations Act requires the Company to put a resolution to Shareholders that, in accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

Directors Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors unanimously recommend that shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.

Voting Exclusions

Refer to Note 5 for voting exclusions.

Any undirected proxies held by Directors or other Key Management Personnel or their Closely Related Parties for the purposes of Resolution 1 (excluding the Chairman) will not be voted on Resolution 1. Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please ensure that you direct them how to vote. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 1. By marking the Chairman’s box on the proxy form you acknowledge that the Chairman of the meeting will vote in favour of this item of business as your proxy. The Chairman will vote undirected proxies in favour of Resolution 1.

Resolution 2: Election of Mr David Dearie as a Director of the Company

Background

David Dearie is a global beverage industry leader with over 30 years of experience in alcohol retailing, distribution and brand building with Treasury Wine Estates Ltd (TWE), Fosters Group Ltd and Brown-Forman Ltd.

Mr Dearie was the founding CEO of TWE, spending 5 years positioning it for its current success and was responsible for the listing of TWE on the Australian Stock Exchange. David is a non-executive director of Taylors Wine Group, McQueen Finance Group and an advisor and investor to businesses in the wine, spirits, distribution, finance, packaging, and digital sectors.

Board Recommendation

The Board (with Mr Dearie abstaining), recommends that shareholders vote in favour of the election of Mr Dearie. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Dearie’s election.

Voting Exclusions

There are no voting exclusions on this resolution.

Resolution 3: Election of Mr Warren Randall as a Director of the Company

Background

Mr Randall has degrees in Agricultural Science and Wine Science and has extensive experience in the Australian wine industry, with over 40 years’ involvement in wine operations and management. He has managed Australian vintages at numerous locations, including Wynn Winegrowers, Seaview Champagne, Lindemans and Seppeltsfield, and has completed international vintages in California, Champagne, Bordeaux and Spain. Mr Randall currently operates the Randall Wine Group, the largest private, premium vineyard holding in Australia, which includes Seppeltsfield Estate, Tinlins Wines and Ryecroft Wines in McLaren Vale, and encompasses approximately 8,500 acres of premium South Australian vineyards.

Warren was selected as the Ernst and Young “Entrepreneur of the Year” in the South Australian category, as recognition for his wine business acumen. He also received the “Len Evans Award” for “exemplary leadership in the Australian Wine Industry”.

In addition to his wine business interests, Warren also has ownership interests in Bridgewater Mill restaurant in the Adelaide Hills and the Star of Greece restaurant on the Fleurieu Peninsula and is a Director of Widara Heritage Pork.

Board recommendation

The Board (with Mr Randall abstaining), recommends that shareholders vote in favour of the election of Mr Randall. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Randall’s election.

Voting Exclusions

There are no voting exclusions on this resolution.

Resolution 4: Election of Mr Laurent Ly as a Director of the Company

Background

Mr Ly is the founder of Spica Capital a Hong Kong based food and beverage focused investment holding company with investments ranging from alcoholic beverages to restaurants, bakery and vending machines. Prior to Spica, Mr Ly spent 11 years in Corporate Finance in the consumer & retail investment banking division of Lehman Brothers and Nomura in London and Hong Kong, where he advised clients across a wide range of M&A and financing transactions in food and beverages, retail and hospitality in Europe and Asia.

Mr Ly is a Board member of Pirata Group, Eric Kayser Hong Kong and Daimon Brewery.

Mr Ly holds a Master’s Degree in Management from Dauphine University, a post graduate degree in International Management from the Sorbonne University and a post graduate degree in Finance from ESCPEAP.

Board Recommendation

The Board (with Mr Ly abstaining), recommends that shareholders vote in favour of the election of Mr Ly. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Ly’s election.

Voting Exclusions

There are no voting exclusions on this resolution.

Resolution 5: Re-Election of Mr Geoff Bainbridge as a Director of the Company

Background

Geoff Bainbridge holds a Bachelor of Business from RMIT with a major in Accounting and ASIC Graduate Certificate in Applied Finance. Mr Bainbridge started his career at Foster's Group spending ten years in various roles across Group Strategy & Business Development, the Asian business including China, India and Vietnam, the domestic CUB beer business and finally as Managing Director for the domestic Continental Spirits liquor business.

Shortly after leaving Foster's he went onto to establish his own portfolio of brands including among others Grill'd Burgers, Bounce Trampolines, Happy Socks and Studio Ongarato. Mr Bainbridge is a sales and marketing specialist with extensive experience in business and people strategy across multiple sectors and multiple geographies.

Board Recommendation

The Board (with Mr Bainbridge abstaining), recommends that shareholders vote in favour of the re-election of Mr Bainbridge. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Bainbridge’s re-election.

Voting Exclusions

There are no voting exclusions on this resolution.

Resolution 6: Renewal of Employee Incentive Plan

Background

At the Company’s 2016 Annual General Meeting, members approved the Employee Incentive Plan ( EIP ). The Board is committed to incentivising and retaining the Company’s Directors, employees and consultants in a manner which promotes alignment of their interests with shareholder interests. Additionally, the Board considers equity-based compensation an integral component of the Company’s remuneration platform as it allows it to be fiscally prudent by conserving cash resources while still enabling it to offer market-competitive remuneration arrangements.

The EIP is regarded as an employee incentive scheme for the purposes of Listing Rule 7.2. A copy of the EIP will be provided without charge to members on request.

Approval of the EIP and any equity securities to be issued pursuant to the EIP is sought pursuant to Listing Rule 7.2, Exception 9(b). Further details relating to Listing Rules requirements are set out below.

The EIP is intended to enable participants to share in any increase in the Company’s value (as measured by the share price) beyond the date of allocation of the equity securities. A summary of the EIP is set out later in these Explanatory Notes.

Any issue of shares under the EIP to Directors, or their associates, will still require approval by members under Listing Rule 10.14.

ASX Listing Rules

Listing Rule 7.1 provides generally that a company may not issue shares or securities convertible into shares equal to more than 15% of the company's issued share capital in any consecutive 12 month period without prior obtaining shareholder approval, unless the issue fits into one of the exceptions contained in Listing Rule 7.2. Listing Rule 7.2 exception 9(b) effectively provides that securities issued pursuant to an employee incentive scheme are not included in the calculation of the 15% for Listing Rule 7.1 purposes provided the employee incentive scheme and the securities to be issued pursuant to the EIP have been approved by members within the previous 3 years.

Accordingly, shareholder approval is sought pursuant to this Resolution 6 in order for the Company to continue to be able to issue equity securities pursuant to the EIP and have those equity securities qualify under Listing Rule 7.2 exception 9 for a further 3 years from the date of approval.

The Board intends that the issue of equity securities under the EIP continue to not be included when undertaking the calculation of the 15% limit pursuant to Listing Rule 7.1. Accordingly, the Company is seeking member re-approval of the EIP in order that the issue of equity securities pursuant to the EIP will continue to qualify as an exception to Listing Rule 7.1 under exception 9(b) to Listing Rule 7.2.

Information required for Listing Rule 7.2, exception 9(b)

Listing Rule 7.2, exception 9(b) requires the following information to be provided to members:

Securities already issued

Since the adoption of the EIP the Company has issued 30,686,064 securities (options) under the EIP.

Summary of Terms and Conditions of the Company’s Employee Incentive Plan

(a) Awards

Under the Plan, the Company may offer or issue to eligible employees:

(i) Options: Options are rights to be issued a share in the Company upon payment of an exercise price and satisfaction of vesting conditions specified in the Plan or in the offer for the award.
(ii) Performance Rights: Performance Rights are rights to be issued a share in the Company for nil exercise price upon satisfaction of vesting conditions specified in the offer for the award.
(iii) Deferred Share Awards: Deferred Share Awards are shares issued to employees:
a. who elect to receive shares in lieu of any wages, salary, director's fees, or other remuneration; or
b. by the Company in its discretion, in addition to their wages, salary and remuneration, or in lieu of any discretionary cash bonus or other incentive payment; and
c. that may be forfeited if vesting conditions specified in the offer are not satisfied.
(iv) Exempt Share Awards: Exempt Share Awards are issues of shares for no consideration or an issue price which is at a discount to the market price with the intention that up to $1,000 (or such other amount which is exempted from tax under the Income Tax Assessment Act 1936

(Cth) from time to time) of the total value or discount received by each eligible employee will be exempt from tax.

(collectively, Awards).

(b) Eligible Employees

Awards may be granted to:

(i) an employee to whom, or who falls within a class of employees to whom, the Board determines that an offer is to be made under the Plan; or
(ii) an employee who satisfies the eligibility criteria (if any) determined by the Board for a proposed offer.

An Employee is a person who is an employee, officer, director or consultant of a Group entity.

(c) Price

The Board has discretion to determine the issue price and/or exercise price for Awards.

(d) Vesting and exercise of Awards

The Awards held by a participant in the Plan will vest in and become exercisable by that participant upon the satisfaction of any vesting conditions specified in the offer and in accordance with the rules of the Plan. Vesting conditions may be waived at the absolute discretion of the Board (unless such waiver is excluded by the terms of the Award).

(e) Change of control

If a takeover bid is made to acquire all of the issued Shares of the Company, or a scheme of arrangement, selective capital reduction or other transaction is initiated which has an effect similar to a full takeover bid for Shares in the Company, then Participants are entitled to accept the takeover bid or participate in the other transaction in respect of all or part of their Awards other than Exempt Share Awards notwithstanding that the Restriction Period in respect of such Awards has not expired. The Board may, in its discretion, waive unsatisfied Vesting Conditions in relation to some or all Awards in the event of such a takeover or other transaction.

(f) Clawback

If any vesting conditions of an Award are mistakenly waived or deemed satisfied when in fact they were not satisfied, then in accordance with the terms of the Plan, the Board may determine that the relevant Awards expire and are incapable of being exercised (if not yet exercised), or it may otherwise recover from the relevant participant some or all shares issued upon exercise of the Awards or any proceeds received from the sale of those shares.

(g) Re-organisation of share capital

If, prior to the exercise of an Award, the Company undergoes a reorganisation of capital (other than by way of a bonus issue or issue for cash) the terms of the Awards of the participant will be changed to the extent necessary to comply with the ASX Listing Rules as they apply at the relevant time.

Directors Recommendations

As the Directors of the Company are excluded from voting pursuant to the Listing Rules, they make no recommendation to the shareholders in respect of the EIP.

The Chairman in his capacity as proxy holder intends to vote undirected proxies in favour of approving this Resolution 6.

Voting Exclusions

Refer to Note 5 for voting exclusions.

Resolutions 7 to 10: Approval to Grant Performance Rights to Directors – General comments

(i) Overview

The Company is seeking Shareholder approval under Resolutions 7 to 10 for the grant of Performance Rights (Rights) to the Directors of the Company: Mr David Dearie, Mr Geoff Bainbridge, Mr Warren Randall and Mr Laurent Ly (the Directors ).

To assist Shareholders these Explanatory Statement comments relating to these resolutions are structured as follows to minimise repetition:

General comments providing an overview of Resolutions 7 to 10, including matters that are equally applicable and relevant to those resolutions;
Followed by specific statements for each resolution.

(ii) Remuneration rationale, objectives and review

The Rights are proposed to be issued pursuant to the the Company’s Employee Incentive Plan ( EIP ) and the Employee Incentive Plan Rules approved by Shareholders in November 2016 ( EIP Rules ).

The Company’s approach to remuneration is to ensure that remuneration received by Key Management Personnel, including its Directors, is closely linked to the Company’s performance and the returns generated for shareholders. Additionally, the Board has recognised that, at this point in the Company’s existence, a major strategic shift is required in the scale, improved performance and profitability of the Company’s operations, and the Directors will bear the overall responsibility for achieving this.

To assist the Company in achieving these objectives, the Board appointed Mr Dearie and Mr Bainbridge as Executive Directors during October 2019; Mr Dearie as Executive Chairman and Mr Bainbridge as Managing Director.

The Directors are of the view that an appropriate remuneration structure for the Directors at this point of the Company’s development is a combination of base cash remuneration and an equity-based performance-linked compensation component which will generate the desired outcome in aligning their performance with shareholder interests.

The Directors have engaged an independent external remuneration consultant to design an appropriate and reasonable remuneration structure, taking account of the Company’s remuneration objectives and the specific circumstances of the Company and the Directors. The independent consultant has assessed these factors and has recommended the provision of Rights to the Directors, with additional Rights being provided to the Executive Directors to reflect their additional time and work efforts. The inclusion of the continuous service completion as a vesting condition of the Rights (refer below) acts as a retention incentive.

(iii) Performance Rights – general features

The Rights will vest upon the achievement of defined performance and service period targets, with the performance targets being the achievement of market prices for the Company’s shares.

Following vesting, each Right will convert, upon application by the holder, to one fully paid ordinary Share in the Company.

The Company will apply for quotation of the awarded Shares on the ASX.

There will be no consideration payable by a Director upon the issue of the Rights and no amount payable upon conversion of vested Rights to Shares.

Based on the recommendation of the independent consultant, the Rights will be issued in tranches, with each tranche having a combination of specific target market price and service period, summarised as follows:

Director	Tranche no.	Tranche vesting conditions:	Tranche vesting conditions:	Number of Performance rights to vest
		Target market share price ($A) andcontinuous service to:*
David Dearie (Executive Chairman)	Tranche 1	0.045	31 December 2020	1,500,000
	Tranche 2	0.055	31 December 2021	1,800,000
	Tranche 3	0.065	31 December 2022	2,100,000
	Tranche 4	0.075	31 December 2022	12,000,000
	Tranche 5	0.085	31 December 2023	18,000,000
	Total			35,400,000
Geoff Bainbridge (Managing Director)	Tranche 1	0.045	31 December 2020	3,000,000
	Tranche 2	0.055	31 December 2021	1,500,000
	Tranche 3	0.065	31 December 2022	1,800,000
	Tranche 4	0.075	31 December 2022	10,500,000
	Tranche 5	0.085	31 December 2023	15,000,000
	Total			31,800,000
Warren Randall (Non-executive director)	Tranche 4	0.075	31 December 2022	3,000,000
	Tranche 5	0.085	31 December 2023	6,000,000
	Total			9,000,000
Laurent Ly (Non-executive director)	Tranche 4	0.075	31 December 2022	3,000,000
	Tranche 5	0.085	31 December 2023	6,000,000
	Total			9,000,000
	OVERALL TOTAL:			85,200,000

- Market share price at date of preparation of these comments (2 October 2019) is $0.037 (3.7 cents).

The target market share price vesting condition for each tranche of Rights will be achieved if the Company’s closing share price equalled or exceeded the target market share price for that tranche on 10 days in any 20 consecutive ASX trading days. The Rights in that tranche will then vest only when the target market share price vesting condition and the corresponding continuous service vesting condition for that tranche had been met.

All Rights will expire at 5.00pm on 31 December 2026. Rights which have met all vesting conditions can be converted to Shares any time prior to that expiry time. All rights which have not vested, or which have vested but have not been converted to Shares by that expiry time, will expire.

The amount of Rights to vest in the respective tranches have been structured to proportionately increase the awards as higher share price targets are achieved, while seeking to minimise dilution of the holdings of existing shareholders.

For example, if the Directors achieved an approximate doubling of the Company’s share price from its current level of $0.037 (3.7 cents) (at 2 October 2019) to $0.075 (7.5 cents), this would increase the Company’s market capitalisation by approximately $62 million to $122.2 million (based on the current number of issued shares of 1,630,579,441) and the Directors vested Rights, totaling 40,200,000, would have a value of $3,015,000, representing approximately 4.87% of the increase in market capitalisation achieved by the Company.

(iv) Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company unless either:

the giving of the financial benefit falls within one of the exceptions to the provisions; or
prior shareholder approval is obtained to the giving of the financial benefit.

A “related party” for the purposes of the Corporations Act is defined widely and includes a director of a public company.

A “financial benefit” for the purposes of the Corporations Act also has a very wide meaning. It includes a public company paying money or issuing securities to a related party.

Mr David Dearie, Mr Geoff Bainbridge, Mr Warren Randall and Mr Laurent Ly are each related parties of the Company due to the fact that each of them is a Director of the Company. The issue of Rights to each of those persons constitutes a “financial benefit” as described in the Corporations Act. Accordingly, the proposed issue of Rights pursuant to Resolutions 7, 8, 9 and 10 will constitute the provision of a financial benefit to a related party of the Company.

The Board, having regard to the report received from the independent external remuneration consultant, has formed the view that the proposed issues of Rights to each of Mr David Dearie, Mr Geoff Bainbridge, Mr Warren Randall and Mr Laurent Ly (or their respective nominees) does not require Shareholder approval under section 208 of the Corporations Act as each of the issues would constitute “reasonable remuneration”, given the circumstances of the Company and circumstances of each of the respective Directors (including the responsibilities involved in their respective offices and employment arrangements) in accordance with section 211 of the Corporations Act. In reaching this view, the Board considers the proposed issues of Rights to those Directors is aligned with Shareholder interests. Accordingly, the Board is not seeking Shareholder approval under section 208 of the Corporations Act, although Shareholder approval must be obtained pursuant to ASX Listing Rule 10.14.

Resolution 7: Approval to Grant Performance Rights to Mr David Dearie (or his Nominee)

Background

The Company is seeking Shareholder approval for the grant of 35,400,000 Performance Rights (Rights) to Mr David Dearie (or his nominee) (being a right to acquire up to 35,400,000 fully paid ordinary shares in the Company subject to satisfaction of relevant vesting conditions) on the terms as described above and below, and pursuant to the Company’s Employee Incentive Plan ( EIP ) and the Employee Incentive Plan Rules approved by Shareholders in November 2016 ( EIP Rules ). These Rights were offered to Mr Dearie in October 2019 (subject to shareholder approval) in conjunction with his transition to an executive role.

The Board has concluded that the remuneration package for Mr Dearie is reasonable and appropriate having regard to the circumstances of the Company and his respective duties and responsibilities as Executive Chairman.

Terms of Rights

Each Right will expire at 5.00pm on 31 December 2026 and will, following vesting and upon conversion, entitle the holder to one fully paid ordinary Share in the Company.

The Rights will vest as follows:

Tranche no.	Tranche vesting conditions:	Tranche vesting conditions:	Number of Performance rights to vest
	Target market share price ($A) andcontinuous service to:
Tranche 1	0.045	31 December 2020	1,500,000
Tranche 2	0.055	31 December 2021	1,800,000
Tranche 3	0.065	31 December 2022	2,100,000
Tranche 4	0.075	31 December 2022	12,000,000
Tranche 5	0.085	31 December 2023	18,000,000
Total			35,400,000

A summary of the additional terms of this Rights issue are set out in Annexure 1 of this Explanatory Statement.

ASX Listing Rule 10.14

ASX Listing Rule 10.14 requires approval of shareholders before securities can be issued to a related party under an employee incentive scheme. If approval is given under ASX Listing Rule 10.14 approval is not required under ASX Listing Rule 7.1. Accordingly, shareholders should note that the issue of securities to Mr David Dearie will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

The following information is given under ASX Listing Rule 10.15 on the Rights that are proposed to be issued to Mr David Dearie:

(a) the maximum number of Rights to be issued in total is 35,400,000;
(b) the Rights will be issued for nil consideration;
(c) The names of all persons referred to in ASX Listing Rule 10.14, being all directors, including former directors, who received securities under the EIP since the last approval, and details of those securities, are as follows:

Name	Number of securities received (post- consolidation)	Acquisition price
Mr Terry Cuthbertson	5,208,333	Nil
Mr Peter Herd	2,183,333	Nil
Mr Gary Mares	2,183,333	Nil
Mr Rohan Boman	2,183,333	Nil

(d) The names of all persons referred to in ASX Listing Rule 10.14, being the Directors, entitled to participate in the EIP, are: Mr David Dearie, Mr Geoff Bainbridge, Mr Warren Randall and Mr Laurent Ly;
(e) No loan will be provided by the Company in relation to the grant or exercise of the Rights;
(f) The Rights will be issued no later than one month after the date of the Meeting;
(g) a voting exclusion statement is included in the Notice.

Board Recommendation

The Board (with Mr David Dearie abstaining), recommends that Shareholders vote in favour of Resolution 7. The Chairman will vote undirected proxies in favour of Resolution 7.

Resolution 8: Approval to Grant Performance Rights to Mr Geoff Bainbridge (or his Nominee)

Background

The Company is seeking Shareholder approval for the grant of 31,800,000 Performance Rights (Rights) to Mr Geoff Bainbridge (or his nominee) (being a right to acquire up to 31,800,000 fully paid ordinary shares in the Company subject to satisfaction of relevant vesting conditions) on the terms as described above and below, and pursuant to the Company’s Employee Incentive Plan ( EIP ) and the Employee Incentive Plan Rules approved by Shareholders in November 2016 ( EIP Rules ). These Rights were offered to Mr Bainbridge in October 2019 (subject to shareholder approval) in conjunction with his transition to an executive role.

The Board has concluded that the remuneration package for Mr Bainbridge is reasonable and appropriate having regard to the circumstances of the Company and his respective duties and responsibilities as Managing Director.

Terms of Rights

Each Right will expire at 5.00pm on 31 December 2026 and will, following vesting and upon conversion, entitle the holder to one fully paid ordinary Share in the Company.

The Rights will vest as follows:

Tranche no.	Tranche vesting conditions:	Tranche vesting conditions:	Number of Performance rights to vest
	Target market share price ($A) andcontinuous service to:
Tranche 1	0.045	31 December 2020	3,000,000
Tranche 2	0.055	31 December 2021	1,500,000
Tranche 3	0.065	31 December 2022	1,800,000
Tranche 4	0.075	31 December 2022	10,500,000
Tranche 5	0.085	31 December 2023	15,000,000
Total			31,800,000

A summary of the additional terms of this Rights issue are set out in Annexure 1 of this Explanatory Statement.

ASX Listing Rule 10.14

ASX Listing Rule 10.14 requires approval of shareholders before securities can be issued to a related party under an employee incentive scheme. If approval is given under ASX Listing Rule 10.14 approval is not required under ASX Listing Rule 7.1. Accordingly, shareholders should note that the issue of securities to Mr Geoff Bainbridge will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

The following information is given under ASX Listing Rule 10.15 on the Rights that are proposed to be issued to Mr Geoff Bainbridge:

(a) the maximum number of Rights to be issued in total is 31,800,000;
(b) the Rights will be issued for nil consideration;
(c) The names of all persons referred to in ASX Listing Rule 10.14, being all directors, including former directors, who received securities under the EIP since the last approval, and details of those securities, are as follows:

Name	Number of securities received (post- consolidation)	Acquisition price
Mr Terry Cuthbertson	5,208,333	Nil
Mr Peter Herd	2,183,333	Nil
Mr Gary Mares	2,183,333	Nil
Mr Rohan Boman	2,183,333	Nil

(d) The names of all persons referred to in ASX Listing Rule 10.14, being the Directors, entitled to participate in the EIP, are: Mr David Dearie, Mr Geoff Bainbridge, Mr Warren Randall and Mr Laurent Ly;
(e) No loan will be provided by the Company in relation to the grant or exercise of the Rights;
(f) The Rights will be issued no later than one month after the date of the Meeting;
(g) a voting exclusion statement is included in the Notice.

Board Recommendation

The Board (with Mr Geoff Bainbridge abstaining), recommends that Shareholders vote in favour of Resolution 8. The Chairman will vote undirected proxies in favour of Resolution 8.

Resolution 9: Approval to Grant Performance Rights to Mr Warren Randall (or his Nominee)

Background

The Company is seeking Shareholder approval for the grant of 9,000,000 Performance Rights (Rights) to Mr Warren Randall (or his nominee) (being a right to acquire up to 9,000,000 fully paid ordinary shares in the Company subject to satisfaction of relevant vesting conditions) on the terms as described above and below, and pursuant to the Company’s Employee Incentive Plan ( EIP ) and the Employee Incentive Plan Rules approved by Shareholders in November 2016 ( EIP Rules ). These Rights were offered to Mr Randall in October 2019 (subject to shareholder approval) following a re-assessment of the requirements of his nonexecutive director role.

The Board has concluded that the remuneration package for Mr Randall is reasonable and appropriate having regard to the circumstances of the Company and his respective duties and responsibilities as a nonexecutive director.

Terms of Rights

Each Right will expire at 5.00pm on 31 December 2026 and will, following vesting and upon conversion, entitle the holder to one fully paid ordinary Share in the Company.

The Rights will vest as follows:

Tranche no.	Tranche vesting conditions:	Tranche vesting conditions:	Number of Performance rights to vest
	Target market share price ($A) andcontinuous service to:
Tranche 4	0.075	31 December 2022	3,000,000
Tranche 5	0.085	31 December 2023	6,000,000
Total			9,000,000

A summary of the additional terms of this Rights issue are set out in Annexure 1 of this Explanatory Statement.

ASX Listing Rule 10.14

ASX Listing Rule 10.14 requires approval of shareholders before securities can be issued to a related party under an employee incentive scheme. If approval is given under ASX Listing Rule 10.14 approval is not required under ASX Listing Rule 7.1. Accordingly, shareholders should note that the issue of securities to Mr Warren Randall will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

The following information is given under ASX Listing Rule 10.15 on the Rights that are proposed to be issued to Mr Warren Randall:

(a) the maximum number of Rights to be issued in total is 9,000,000;
(b) the Rights will be issued for nil consideration;
(c) The names of all persons referred to in ASX Listing Rule 10.14, being all directors, including former directors, who received securities under the EIP since the last approval, and details of those securities, are as follows:

Name	Number of securities received (post- consolidation)	Acquisition price
Mr Terry Cuthbertson	5,208,333	Nil
Mr Peter Herd	2,183,333	Nil
Mr Gary Mares	2,183,333	Nil
Mr Rohan Boman	2,183,333	Nil

(d) The names of all persons referred to in ASX Listing Rule 10.14, being the Directors, entitled to participate in the EIP, are: Mr David Dearie, Mr Geoff Bainbridge, Mr Warren Randall and Mr Laurent Ly;
(e) No loan will be provided by the Company in relation to the grant or exercise of the Rights;
(f) The Rights will be issued no later than one month after the date of the Meeting;
(g) a voting exclusion statement is included in the Notice.

Board Recommendation

The Board (with Mr Warren Randall abstaining), recommends that Shareholders vote in favour of Resolution 9. The Chairman will vote undirected proxies in favour of Resolution 9.

Resolution 10: Approval to Grant Performance Rights to Mr Laurent Ly (or his Nominee)

Background

The Company is seeking Shareholder approval for the grant of 9,000,000 Performance Rights (Rights) to Mr Laurent Ly (or his nominee) (being a right to acquire up to 9,000,000 fully paid ordinary shares in the Company subject to satisfaction of relevant vesting conditions) on the terms as described above and below, and pursuant to the Company’s Employee Incentive Plan ( EIP ) and the Employee Incentive Plan Rules approved by Shareholders in November 2016 ( EIP Rules ). These Rights were offered to Mr Ly in October 2019 (subject to shareholder approval) following a re-assessment of the requirements of his non-executive director role.

The Board has concluded that the remuneration package for Mr Ly is reasonable and appropriate having regard to the circumstances of the Company and his respective duties and responsibilities as a nonexecutive director.

Terms of Rights

Each Right will expire at 5.00pm on 31 December 2026 and will, following vesting and upon conversion, entitle the holder to one fully paid ordinary Share in the Company.

The Rights will vest as follows:

Tranche no.	Tranche vesting conditions:	Tranche vesting conditions:	Number of Performance rights to vest
	Target market share price ($A) andcontinuous service to:
Tranche 4	0.075	31 December 2022	3,000,000
Tranche 5	0.085	31 December 2023	6,000,000
Total			9,000,000

A summary of the additional terms of this Rights issue are set out in Annexure 1 of this Explanatory Statement.

ASX Listing Rule 10.14

ASX Listing Rule 10.14 requires approval of shareholders before securities can be issued to a related party under an employee incentive scheme. If approval is given under ASX Listing Rule 10.14 approval is not required under ASX Listing Rule 7.1. Accordingly, shareholders should note that the issue of securities to Mr Laurent Ly will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

The following information is given under ASX Listing Rule 10.15 on the Rights that are proposed to be issued to Mr Laurent Ly:

(a) the maximum number of Rights to be issued in total is 9,000,000;
(b) the Rights will be issued for nil consideration;
(c) The names of all persons referred to in ASX Listing Rule 10.14, being all directors, including former directors, who received securities under the EIP since the last approval, and details of those securities, are as follows:

Name	Number of securities received (post- consolidation)	Acquisition price
Mr Terry Cuthbertson	5,208,333	Nil
Mr Peter Herd	2,183,333	Nil
Mr Gary Mares	2,183,333	Nil
Mr Rohan Boman	2,183,333	Nil

(d) The names of all persons referred to in ASX Listing Rule 10.14, being the Directors, entitled to participate in the EIP, are: Mr David Dearie, Mr Geoff Bainbridge, Mr Warren Randall and Mr Laurent Ly;
(e) No loan will be provided by the Company in relation to the grant or exercise of the Rights;
(f) The Rights will be issued no later than one month after the date of the Meeting;
(g) a voting exclusion statement is included in the Notice.

Board Recommendation

The Board (with Mr Laurent Ly abstaining), recommends that Shareholders vote in favour of Resolution 10. The Chairman will vote undirected proxies in favour of Resolution 10.

Resolution 11: Appointment of Auditor

Background

MNSA Pty Ltd is the current of auditor of the Company. The Board is satisfied with the services provided by the current auditor, and thanks the auditor for their services rendered to the Company. Nevertheless, the Company’s size, scope and nature of operations has changed since the current auditor’s initial appointment, and on that basis the current auditor has tendered a notice of resignation to the Australian Securities and Investments Commission ( ASIC ) under section 329(5) of the Corporations Act 2001.

If ASIC consents to this resignation before the date of this Meeting, the change of auditor will take effect with the passing of this Resolution at this Meeting.

The Company has received a notice from GJ Bainbridge Super Fund Pty Ltd, being a Shareholder, nominating Deloitte Touche Tohmatsu as the new auditor of the Company. In accordance with section 328B of the Corporations Act 2001, a copy of this notice of nomination of Deloitte is attached to this Notice as Annexure 2.

Deloitte Touche Tohmatsu has provided their consent in writing to act as auditor of the Company. Deloitte Touche Tohmatsu confirms that it does not provide any services to the Company and the Company confirms that it is unaware of any matter or circumstances that would give rise to a conflict of interest situation, as defined in section 324CD of the Corporations Act 2001, in relation to the Company.

The Board has also noted that Deloitte Touche Tohmatsu is registered as an auditor under section 1280 of the Corporations Act 2001 and is a well-established firm with the necessary expertise and skill necessary to meet the Company’s requirements. Consequently, subject to the Company receiving all necessary approvals from ASIC and Shareholder approval at this Meeting, Deloitte Touche Tohmatsu has been nominated and selected to become the new auditor of the Company.

Board Recommendation

Subject to ASIC’s consent of the current auditor’s resignation, the Board recommends that Shareholders vote in favour of Resolution 11. If ASIC does not consent to the current auditor’s resignation, the current auditor will continue to be the Company’s auditor and this Resolution will not be put to this Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 11.

Voting Exclusions

There are no voting exclusions on this resolution.

Resolution 12: Approval of 10% Placement Facility

Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting (" 10% Placement Facility "). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is seeking shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility. The effect of Resolution 12 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

If Shareholders approve Resolution 12, the number of Equity Securities permitted to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below).

Resolution 12 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at this Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an Annual General Meeting. This means it requires approval of 75% of the votes cast by shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue two classes of Equity Securities, Fully Paid Ordinary Shares and Unquoted Options.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D)–E

A is the number of shares on issue 12 months before the date of issue or agreement:
(A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the 12 months;
(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
(D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.
(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

Listing Rule 7.1A

The effect of Resolution 12 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 12 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 12 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. Shareholders may be exposed to economic risk and voting dilution, including the following:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date.

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the market price of Shares as at 2 October 2019 ( Current Share Price ) and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of the Meeting, assuming there are no further issues of equity securities between the date of preparation of this Notice and the date of the Meeting.

The table also shows:

two examples where variable “A” has increased, by 50% and 100%. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2		Dilution	Dilution
		$0.0185 50% decrease in Issue Price	$0.037 Issue Price	$0.074 100% increase in Issue Price
Current Variable A 1,581,798,954 Shares	10% Voting Dilution	158,179,895 Shares	158,179,895 Shares	158,179,895 Shares
	Funds raised	$2,926,328	$5,852,656	$11,705,312
50% increase in current Variable A 2,372,698,431 Shares	10% Voting Dilution	237,269,843 Shares	237,269,843 Shares	237,269,843 Shares
	Funds raised	$4,389,492	$8,778,984	$17,557,968
100% increase in current Variable A 3,163,597,908 Shares	10% Voting Dilution	316,359,791 Shares	316,359,791 Shares	326,115,888 Shares
	Funds raised	$6,033,144	$12,066,288	$24,132,576

The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;
The 10% voting dilution reflects the aggregate percentage dilution against Variable “A” at the date of the Meeting, and against examples where that Variable A amount has increased by 50% and 100%. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.
The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The Current Share Price is $0.037 (3.7 cents), being the closing price of the Shares on ASX on October 2019 .
(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 12 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).
(d) The Company may seek to issue the Equity Securities for the following purposes:
(i) non-cash consideration for the acquisition of the new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
(ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued expenditure on the Company’s current business and/or general working capital.
(e) The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new businesses, assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new businesses, assets or investments.

(f) A voting exclusion statement is included in the Notice. At the date of this Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in this Notice.

Additional Disclosure under Listing Rule 7.3A

Information under Listing Rule 7.3A.6(a):

The table below shows the total number of equity securities issued in the past 12 months preceding the date of the Annual General Meeting and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.

Number of equity securities on issue at commencement of 12 month period	1,624,909,158
Equity securities issued in the prior 12 month period	48,780,487
Percentage of share issues represent of total number of equity securities on issue at commencement of 12 month period	3.00%

Information under Listing Rule 7.3A.6(b):

Details of all issues of equity securities issued in the past 12 months preceding the date of the Annual General Meeting are as follows:

number of equity securities issued: 48,780,487;
class of equity securities issued: fully paid ordinary shares;
persons to whom the entity issued the securities or the basis on which those persons were determined: issuees were sophisticated and professional investors under a private placement;
price at which the equity securities were issued: $0.041 (4.1 cents) per share;
the discount (if any) that the issue price represented to closing market price on the date of issue: 8.89%;
total cash consideration: $2,000,000, expended to support general working capital requirements.

Board Recommendation

The Board believes that Resolution 12 is in the best interests of the Company and unanimously recommends that shareholders vote in favour of this Resolution.

Voting Exclusions

Refer to Note 5 for voting exclusions.

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“ $ ” means Australian Dollars;

“ 10% Placement Facility ” has the meaning as defined in the Explanatory Statement for Resolution 12;

“ 10% Placement Period Facility ” has the meaning as defined in the Explanatory Statement for Resolution 12;

“ Annual Report ” means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to the year ended 30 June 2019;

“ ASX ” means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires;

“ Auditor’s Report ” means the auditor’s report on the Financial Report;

“ AEDT ” means Australian Eastern Daylight Time.

“ Board ” means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;

“ Chairman ” means the person appointed to chair the Meeting of the Company convened by the Notice;

“ Closely Related Party ” means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.

“ Company ” means Australian Whisky Holdings Limited ACN 104 600 544;

“ Constitution ” means the constitution of the Company as at the date of the Meeting;

“ Corporations Act ” means the Corporations Act 2001 (Cth);

“ Director ” means a Director of the Company;

“ EIP ” means the Employee Incentive Plan;

“ Employee Incentive Plan ” means the Employee Incentive Plan of the Company approved by Shareholders in November 2016;

“ Equity Security ” has the same meaning as in the Listing Rules;

“ Explanatory Memorandum ” means the explanatory memorandum which forms part of the Notice;

“ Financial Report ” means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

“ Key Management Personnel ” or " KMP " means 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;

“ Meeting ” has the meaning given in the introductory paragraph of the Notice;

“ Notice ” means the Notice of Meeting accompanying this Explanatory Statement;

" Option " means an option to acquire a Share;

“ Proxy Form ” means the proxy form attached to the Notice;

“ Remuneration Report ” means the remuneration report which forms part of the Directors’ Report of the Company for the financial year ended 30 June 2019 and which is set out in the Annual Report.

“ Resolution ” means a resolution referred to in the Notice;

" Right " means a performance right issued under the EIP; “ Schedule ” means schedule to the Notice;

“ Section ” means a section of the Explanatory Memorandum;

“ Share ” means a fully paid ordinary share in the capital of the Company;

“ Shareholder ” means shareholder of the Company;

“ Trading Day ” means a day determined by ASX to be a trading day in accordance with the Listing Rules;

“ VWAP ” means volume weighted average price.

ANNEXURE 1 – TERMS OF PERFORMANCE RIGHTS

1. Interpretation

(a) ASX means ASX Limited (ACN 008 624 691);
(b) Board means the board of directors of the Company;
(c) Business Day means a day not being a Saturday, Sunday or public holiday, on which banks are generally open for business in Victoria;
(d) Corporations Act means the Corporations Act 2001 (Cth) as amended from time;
(e) Employee Incentive Plan means the Company’s Employee Incentive Plan and the Employee Incentive Plan Rules approved by the Company’s shareholders in November 2016
(f) Listing Rules means the official listing rules of the ASX;
(g) Official List has the meaning given to that term in the Listing Rules;
(h) Right and Rights means the performance rights to be issued to the holder on the terms detailed in these Terms of Performance Rights;
(i) Quotation has the meaning given to that term in the Listing Rules;
(j) Shareholder and Shareholders means a person who owns shares in the capital of the Company, notwithstanding that those shares may not be fully paid;
(k) Shares means fully paid ordinary shares in the capital of the Company;
(l) Vested Right means a Right for which the Vesting Conditions have been satisfied, but which has not yet been exercised; and
(m) Vesting Conditions means the conditions set out in paragraph 10, which must be satisfied before a Right can be exercised.

Any capitalised term in these Terms not otherwise defined herein has the same meaning as in the Employee Incentive Plan.

Terms of Rights

2. Entitlement

2.1. Each Right entitles the Holder to be issued one ordinary Share in the capital of the Company, upon the satisfaction of the Vesting Conditions.
2.2. Shares issued on the exercise of Rights will rank equally with all existing Shares on issue, as at the exercise date, and will be subject to the provisions of the Constitution of the Company and any escrow restrictions imposed on them by the ASX.

3. Exercise of Rights

3.1. The Rights are exercisable at any time after they have vested in accordance with the Vesting Conditions.
3.2. The final date and time for exercise of the Rights is 5.00 pm on 31 December 2026. If such date falls on a day that is not a Business Day, the final date will be the next Business Day.
3.3. The Rights have a nil Exercise Price.
3.4. Each Right is exercisable by the Holder signing and delivering a notice of exercise of Right to the Company’s share registry.
3.5. All unvested Rights will lapse on the earliest of the following times:
(a) receipt by the Company of notice from the Holder that the Holder has elected to surrender the Rights;
(b) expiry of the final date and time for exercise of the Rights as set out in paragraph 3.2;
(c) unless otherwise determined by the Board, the termination of the Holder’s engagement with the Company in circumstances which the Board considers to involve fraud, dishonesty or other serious misconduct which would constitute sufficient cause for an employer to dismiss an employee without notice; or
(d) unless otherwise determined by the Board, the expiration of 30 days after termination of the Holder’s engagement with the Company for any other reason other than those detailed in paragraph 3.5(c).
3.6. All vested Rights which have not been exercised will lapse on the earliest of the following times: (a) receipt by the Company of notice from the Holder that the Holder has elected to surrender the Rights;
(b) expiry of the final date and time for exercise of the Rights as set out in paragraph 3.2; (c) unless otherwise determined by the Board, the termination of the Holder’s engagement with the Company in circumstances which the Board considers to involve fraud, dishonesty or other serious misconduct which would constitute sufficient cause for an employer to dismiss an employee without

notice; or

(d) unless otherwise determined by the Board, the expiration of six calendar months after termination of the Holder’s engagement with the Company for any other reason other than those detailed in paragraph 3.6(c).
3.7.

In the event of liquidation of the Company, all unexercised Rights will lapse.

4. Quotation

4.1. The Company will not apply to the ASX for official quotation of the Rights.

4.2. If the Shares of the Company are quoted on the ASX, the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any Rights within 10 business days (as defined in the Listing Rules) of issue. The Company gives no assurance that such quotation will be granted.

5. Participation in Securities Issues

Subject to the provisions of the Employee Incentive Plan, the holder is not entitled to participate in new issues of securities without exercising the Rights.

6. Transfers not permitted

The Rights are not transferable.

7. Notices

Notices may be given by the Company to the Holder in the manner prescribed by the Constitution of the Company for the giving of notices to Shareholders and the relevant provisions of the Constitution of the Company will apply with all necessary modification to notices to be given to the Holder.

8. Vesting Conditions

8.1. The Rights shall be issued in five tranches with each tranche having:
(a) A target market share price vesting condition ( Price Vesting Condition ); and
(b) A continuous service condition ( Service Vesting Condition ).
8.2. Rights in a tranche will vest only when the Price Vesting Condition and the Service Vesting Condition have been satisfied.
8.3. The Price Vesting Condition will be satisfied for a tranche if the Company’s closing ASX share price equals or exceeds the Target Market Share Price specified for that tranche on 10 days in any period of 20 consecutive ASX trading days.
(a) The Target Market Share Price for each tranche is specified in the table in paragraph 8.5.
8.4. The Service Vesting Condition will be satisfied for a tranche if the Holder is continually employed by the Company, or continually serves as a Director of the Company, or both, from the date that the Rights are granted to the Holder to the Service Condition Date specified for that tranche.
(a) The Service Condition Date for each tranche is specified in the table in paragraph 8.5.
8.5. The Target Market Share Price and Service Condition Date for each tranche are specified in the following table:


Tranche number:	Target Market Share Price ($A)	Target Market Share Price (cents) Service Condition Date
Tranche 1	0.045	4.5	31 December 2020
Tranche 2	0.055	5.5	31 December 2021
Tranche 3	0.065	6.5	31 December 2022
Tranche 4	0.075	7.5	31 December 2022
Tranche 5	0.085	8.5	31 December 2023

8.6. For the avoidance of doubt, where, for a particular tranche:
(a) the Price Vesting Condition has been satisfied at any time; and

(b) the Service Vesting Condition has been satisfied at any time the Rights in that tranche will vest, notwithstanding that the Price Vesting Condition and Service Vesting Condition may not have been satisfied simultaneously.

ANNEXURE 2 – NOMINATION OF AUDITOR

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am (AEDT) on Saturday 23 November 2019.

 TO VOTE ONLINE STEP 1: VISIT https://www.votingonline.com.au/awyagm2019 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am (AEDT) on Saturday 23 November 2019. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/awyagm2019  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Australian Whisky Holdings Limited ABN 62 104 600 544

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Australian Whisky Holdings Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Gadens, Level 25, Bourke Place, 600 Bourke Street, Melbourne Vic 3000 on Monday, 25 November 2019 at 11:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1,6,7,8,9 and 10, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1,6,7,8,9 and 10 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1,6,7,8,9 and 10). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

	STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculatingthe required majorityif a poll is called.

			AGAINST ABSTAIN*
Res	1	Adoption of Remuneration Report	Res 7	Approval to Grant Performance Rights to
				Mr David Dearie (or his nominee)
Res	2	Election of Mr David Dearie as a Director of	Res 8	Approval to Grant Performance Rights to
		the Company		Mr Geoff Bainbridge (or his nominee)
Res	3	Election of Mr Warren Randall as a Director	Res 9	Approval to Grant Performance Rights to
		of the Company		Mr Warren Randall (or his nominee)
Res	4	Election of Mr Laurent Ly as a Director of	Res 10	Approval to Grant Performance Rights to
		the Company		Mr Laurent Ly (or his nominee)
Res	5	Re-election of Mr Geoff Bainbridge as a	Res 11	Appointment of Auditor
		Director of the Company
Res	6	Renewal of Employee Incentive Plan	Res 12	Approval of 10% Placement Facility

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2019

AI assistant

LARK DISTILLING CO. LTD — AGM Information 2019

65265_rns_2019-10-22_5f138f7d-9897-4f46-9444-5ac1812f6b6c.pdf

AUSTRALIAN WHISKY HOLDINGS LIMITED ABN 62 104 600 544

Notice of Annual General Meeting Explanatory Statement and Proxy Form

AUSTRALIAN WHISKY HOLDINGS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

Resolution 1: Adoption of Remuneration Report

Resolution 2: Election of Mr David Dearie as a Director of the Company

Resolution 3: Election of Mr Warren Randall as a Director of the Company

Resolution 4: Election of Mr Laurent Ly as a Director of the Company

Resolution 5: Re-Election of Mr Geoff Bainbridge as a Director of the Company

Resolution 6: Renewal of Employee Incentive Plan

Resolution 7: Approval to Grant Performance Rights to Mr David Dearie (or his Nominee)

Resolution 8: Approval to Grant Performance Rights to Mr Geoff Bainbridge (or his Nominee)

Resolution 9: Approval to Grant Performance Rights to Mr Warren Randall (or his Nominee)

Resolution 10: Approval to Grant Performance Rights to Mr Laurent Ly (or his Nominee)

Resolution 11: Appointment of Auditor

Resolution 12: Approval of 10% Placement Facility

11 October 2019

Notes

3. Proxies

5. Voting Exclusion Statement:

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

Resolution 8

Resolution 9

Resolution 10

Resolution 11

Resolution 12

6. Enquiries

EXPLANATORY STATEMENT

Receipt and consideration of Accounts & Reports

Resolution 1: Adoption of Remuneration Report

Background

Directors Recommendation

Voting Exclusions

Resolution 2: Election of Mr David Dearie as a Director of the Company

Background

Board Recommendation

Voting Exclusions

Resolution 3: Election of Mr Warren Randall as a Director of the Company

Background

Board recommendation

Voting Exclusions

Resolution 4: Election of Mr Laurent Ly as a Director of the Company

Background

Board Recommendation

Voting Exclusions

Resolution 5: Re-Election of Mr Geoff Bainbridge as a Director of the Company

Background

Board Recommendation

Voting Exclusions

Resolution 6: Renewal of Employee Incentive Plan

Background

ASX Listing Rules

Information required for Listing Rule 7.2, exception 9(b)

Securities already issued

Summary of Terms and Conditions of the Company’s Employee Incentive Plan

(a) Awards

(b) Eligible Employees

(c) Price

(d) Vesting and exercise of Awards

(e) Change of control

(f) Clawback

(g) Re-organisation of share capital

Directors Recommendations

Voting Exclusions

Resolutions 7 to 10: Approval to Grant Performance Rights to Directors – General comments

(i) Overview

(ii) Remuneration rationale, objectives and review

(iii) Performance Rights – general features

LARK DISTILLING CO. LTD AGM Information 2019