MAGGIE BEER HOLDINGS LTD — Proxy Solicitation & Information Statement 2018

Mar 5, 2018

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LONGTABLE GROUP LIMITED ACN 092 817 171

Notice of General Meeting Explanatory Statement and Proxy Form

Date of Meeting: Thursday 5 April 2018

Time of Meeting: 10:30am (AEST)

Place of Meeting: Chartered Accountants Australia and New Zealand Level 18, 600 Bourke Street Melbourne, Victoria, 3000

This Notice of 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

ACN 092 817 171

LONGTABLE GROUP LIMITED

Registered office: Level 4, 100 Albert Road, South Melbourne, Victoria, 3205

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Members of Longtable Group Limited (the “Company”) will be held at the offices of Chartered Accountants Australia and New Zealand at 10:30am (AEST) on Thursday 5 April 2018 (“General Meeting” or “Meeting”).

AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice, 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

Resolution 1: Consolidation of Share Capital

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

That, for the purposes of section 254H of the Corporations Act 2001, ASX Listing Rule 7.20, clause 10.1 of the Constitution and for all other purposes, the share capital of the Company be consolidated on the basis that every twenty five (25) ordinary fully paid shares (Shares) be consolidated into one (1) Share, and where this consolidation results in a shareholder holding a fraction of a Share, the Directors be authorised to round that holding up to the nearest whole Share, to take effect in the manner and on the date described in the Explanatory Statement.

BY ORDER OF THE BOARD

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Justin Mouchacca Company Secretary

5 March 2018

Notes

1. Entire Notice: The details of the resolutions 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 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 General Meeting will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time. Only those persons will be entitled to vote at the General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

3. Proxies

• a. Votes at the 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 its constitution.

• 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 (Computershare Limited) no later than 48 hours before the commencement of the General Meeting, this is no later than 10:30am (AEDT) on 3 April 2018. 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

There are no voting exclusions on either resolution.

6. Enquiries

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

EXPLANATORY STATEMENT

Resolution 1: Consolidation of Share Capital

Background

The Directors consider that it is appropriate at this point in time to rationalise the number of Shares the Company will have on issue by consolidating the Share capital of the Company on a 1 for 25 basis.

The proposed share consolidation will:

• (a) Ensure that each shareholder’s proportionate interest in the Company remains unchanged, subject to rounding up of fractional entitlements to the next whole number of Shares; and

• (b) Reduce the number of Shares from 2,425,179,247 to approximately 97,007,170 representing a 96% reduction in the number of Shares on issue thereby making the number of Shares on issue more manageable.

Key details for the share consolidation process, if approved by shareholders, are:

• (a) The Share consolidation will take effect from Thursday 10 April 2018.

• (b) The Corporations Act and the Constitution allows a consolidation of share capital provided shareholders agree by ordinary resolution.

• (c) Where the consolidation results in a shareholder’s account having an entitlement to a fraction of a share, that fraction will be rounded up to the nearest whole number of Shares.

• (d) The consolidation will not materially change the proportionate interest that each shareholder holds in the Company, because the consolidation ratio applies (subject to rounding) to all present Shares.

• (e) Current holding statements for Shares in the Company will be replaced by new holding statements showing the number of Shares held post the consolidation.

• (f) The options issued by the Company will, in accordance with their terms, be similarly consolidated in number on a twenty five (25) for one (1) basis with the relevant strike price for each option being increased by a factor of twenty five (25). This will result in the number of options on issue in the Company being reduced from approximately 73,774,099 to 2,950,964.

As the Company is listed on ASX, the market price of Shares is of course impacted by a number of factors, meaning that, over time, the share price may increase or decrease, and Directors can give no guarantees concerning the Share price.

The timetable for the share consolidation process is as follows.

Event	Indicative date
Meeting held, including Resolution to approve Share Consolidation	Thursday 5 April 2018
Company notifies ASX that Shareholders have approved the Share Consolidation	Thursday 5 April 2018
Last day for trading in pre-consolidated Shares	Friday 6 April 2018
Trading in the consolidated Shares on a deferred settlement basis starts	Monday 9 April 2018
Last day for Company to register Share transfers on a pre-consolidated basis	Tuesday 10 April 2018
First day for Company to register share transfers on a consolidated basis and first day for Company to issue holding statements for Shares on a consolidated basis	Wednesday 11 April 2018
Company announces to ASX that despatch of the new holding statements has occurred	Thursday 12 April 2018
Deferred settlement trading ends	Tuesday 17 April 2018
Normal T+2 trading in consolidated Shares starts	Wednesday 18 April 2018

If the Company, in its absolute discretion, forms the view that a shareholder has been party to any shareholding splitting or division to obtain an advantage from the rounding of fractional entitlements, then the Company may

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take appropriate action, including (without limitation) the disregarding of the splitting or division, for the purposes of dealing with fractional entitlements.

Board Recommendations

The Board recommends that Shareholders vote in favour of Resolution 1. The Chairman of the meeting intends to vote undirected proxies in favour of this Resolution.

Voting Exclusions

There are no voting exclusions in relation to Resolution 1.

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GLOSSARY

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

“ $ ” means Australian Dollars;

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

“ AEST ” means Australian Eastern Standard 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;

“ Company ” means Longtable Group Limited ACN 092 817 171;

“ 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;

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

“ Listing Rules ” means the Listing Rules of the ASX;

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

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

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

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

“ Section ” means a section of the Explanatory Memorandum;

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

“ Shareholder ” means shareholder of the Company.

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Lodge your vote:

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
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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

LON

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

Vote online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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• For your vote to be effective it must be received by 10.30am (AEST) on Tuesday, 3 April 2018

How to Vote on the Item of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite the item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf

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I 9999999999 I ND

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to indicate your directions

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I/We being a member/s of Longtable Group Limited hereby appoint

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the Chairman of the Meeting

OR



PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Longtable Group Limited to be held at the offices of Chartered Accountants Australia and New Zealand, Level 18, 600 Bourke Street, Melbourne, Victoria, 3000 on Thursday, 5 April 2018 at 10.30am (AEST) and at any adjournment or postponement of that meeting.

Item of Business

 PLEASE NOTE: If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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For Against Abstain
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Resolution 1 Consolidation of Share Capital

The Chairman of the Meeting intends to vote undirected proxies in favour of the item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on the resolution, in which case an ASX announcement will be made.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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