RIVCO AUSTRALIA LTD — AGM Information 2018

Mar 28, 2018

Notice of Annual General Meeting

• Date: 10am (Adelaide time) on 3 May 2018
• Place: The Stirling Hotel

52 Mount Barker Rd

STIRLING SA 5152

Dear Shareholder

On behalf of the Duxton Water Limited, it is my pleasure to invite you to attend the Annual General Meeting for the Company's 2017 financial year.

The key AGM meeting details are-

• x Time and date: 10am (Adelaide time) on 3 May 2018
• x Location: The Stirling Hotel, 52 Mount Barker Rd, STIRLING SA 5152

This Notice of Meeting outlines the items for shareholders to consider at the meeting. Further explanatory notes are provided to you. Our AGM is an opportunity for you to share your views directly with the Board and the Investment Manager. You will meet the directors and other representatives of the company and the Investment Manager and hear about the developments at Duxton Water and our plans for the future.

Please find attached the following documents in relation to the Annual General Meeting:

• a) Notice of Annual General Meeting together with Explanatory Statement.
• b) Proxy Form for the AGM together with instructions.

A copy of the Company's 2017 Annual Report can be found at www.duxtonwater.com.au.

If you are unable to attend the AGM in person, I encourage you to complete and lodge the enclosed Proxy Form as soon as possible and, in any event, by no later than 10am (Adelaide time) 1 May 2018. Instructions on how to vote by proxy are set out on the Proxy Form and this Notice.

The Board invites attending shareholders to stay following the meeting for some refreshments.

On behalf of my fellow Directors, I look forward to welcoming you to the AGM, sharing the Company's achievements and future outlook with you.

Yours sincerely,

Ed Peter Chairman of the Board

Notice of Annual General Meeting

The Annual General Meeting (AGM) of the Company will be held at The Stirling Hotel, 52 Mount Barker Rd, Stirling SA at 10am (Adelaide time) on 3 May 2018.

The Explanatory Statement that accompanies and forms part of this Notice of AGM describe the matters to be considered at the AGM.

Attendance

If you are attending the AGM, please bring your personalised shareholding form to allow the Share Registry to promptly register your attendance at the meeting. The registration desk will be open from 9.30am.

If you are unable to attend in person, you may wish to appoint a proxy to attend and vote at the meeting in your place. Please refer to the Notice and proxy form regarding the appointment of a proxy.

Items of Business

1. Financial Report and Reports of the Directors and Auditor

To receive and consider the Financial Report, Directors' Report and Independent Auditor's Report for the financial period ended 31 December 2017.

Shareholders will be given reasonable opportunity to ask questions about or make comments on the management of the Company.

2. Remuneration Report

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

"The Company's Remuneration Report for the financial period ended 31 December 2017 is adopted."

The Remuneration Report is set out in the 2017 Annual Report. Please note that, in accordance with section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

The Company will disregard any votes cast regardless of the capacity in which the votes are cast, on the resolution on item 2 by or on behalf of:

• any member of the Key Management Personnel (KMP) whose remuneration details are included in the Remuneration Report, or
• an associate of that person.

However, the entity need not disregard a vote if:

• it is cast by any person as a proxy for a person who is entitled to vote on the resolution, in accordance with a direction on the proxy form; or
• it is cast by the Chairman of the Annual General 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.

3. Election of Director – Dirk Wiedmann

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

"That Dirk Wiedmann, having retired as a Director in accordance with Clause 17.3 of the Constitution and, being eligible and having offered himself for re-election, be re-elected as a Director of the Company."

4. Election of Director – Peter Michell

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

"That Peter Michell, having retired as a Director in accordance with Clause 17.3 of the Constitution and, being eligible and having offered himself for re-election, be re-elected as a Director of the Company."

5. Approval of 10% Placement Capacity

To consider and, if thought fit, pass, the following resolution with or without amendment, as a special resolution:

"In accordance with ASX Listing Rule 7.1A, and for all other purposes, the issue of Shares of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, and on the terms and conditions in the Explanatory Statement, is approved."

Voting Exclusion Statement

The Company will disregard any votes cast in favour, on the resolution on item 5 by or on behalf of:

• any person who is expected to participate in the 10% Placement Capacity and any person who may obtain a material benefit as a result of an issue of Shares under the 10% Placement Capacity, except a benefit solely by reason of being a holder of ordinary securities in the entity, or
• an associate of that person.

However, the entity need not disregard a vote if:

• it is cast by any person as a proxy for a person who is entitled to vote on the resolution, in accordance with a direction on the proxy form; or
• it is cast by the Chairman of the Annual General 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.

By order of the Board

Donald Stephens Company Secretary

Explanatory Statement to Notice of AGM

Item 1: Financial and related reports
Description	Duxton Water's financial report, directors' report and the auditor'sreport for the financial period ended 31 December 2017 will be laidbefore the Annual General Meeting. There is no requirement forshareholders to approve these reports. However, the Chairman will allowa reasonable opportunity for shareholders to ask questions about, ormake comments on, the operations and management of Duxton Water.Shareholders will be given a reasonable opportunity to ask the auditorquestions about the conduct of the audit and the content of theauditor's report.
	Item 2: Remuneration report (non-binding resolution)
Description	Shareholders are asked to adopt the Company's Remuneration Report.The Remuneration Report is set out in the Company's 2017 AnnualReport and is available from www.duxtonwater.com.au.
	The Remuneration Report:
	Describes the policies behind and the structure of the remunerationarrangements of the Company and the Investment Manager.
	Sets out the remuneration arrangements in place for each Director.
	Explains the differences between the basis for remunerating nonexecutive directors and the Investment Manager.
	The vote on this item is advisory only and will not require the Companyto alter the arrangements set out in the Remuneration Report if thisresolution is not passed. However, the Board will provide theopportunity for, and will take into account any discussion, on this itemand the outcome of the vote when considering future remunerationpolicies and practices of the Company.
Board recommendation	The Directors unanimously recommend that shareholders vote in favourof adopting the Remuneration Report.
Voting Exclusion	A voting exclusion statement applies to this resolution, as set out in theNotice.
	Items 3 - 4: Election of Directors – Dirk Wiedmann and Peter Michell
Explanation	Clause 17.3 of the Constitution requires that one-third of the Directors ofthe Company (rounded up to the nearest whole number) retire at eachAGM. A retiring Director is eligible for re-election (unless otherwiseprecluded).

	Accordingly, Dirk Wiedmann and Peter Michell retire, and, being eligible,stand for re-election to the Board for the purposes of Clause 17.3 of theConstitution.
Director's Details	Dirk Wiedmann - Independent Non-Executive Director
	Qualifications: Diplom Kaufmann from Johann Wolfgang GoetheUniversity / Frankfurt, Germany, Advanced Management Program at TheWharton School, University of Pennsylvania.
	Dirk Wiedmann has 25 years of experience in the finance industry. Overhis career, Dirk has held senior global positions with several Banks,including UBS AG, Bank Julius Baer & Co Ltd and Rothschild Bank AG.Throughout his time in the industry, Mr Wiedmann has gained a vastrange of experience covering international equities and derivatives,business sector market development, executive education and strategicmarketing. Dirk has been investing in Australian agriculture business,including wine and dairy operations, since 1999.
	Until August 2015, Dirk was the Global Head of Investments & ChiefInvestment Officer at Rothschild Wealth Management and Trust, aMember of the Divisional Board and a member of the ExecutiveCommittee of Rothschild Bank AG. Within his role as Global Head ofInvestments and CIO, Dirk was also responsible for all trading andexecution activities and strategic marketing in the Bank.
	Peter Michell - Independent Non-Executive Director
	Qualifications: Bachelor of Management, FAICD, FGLF2000
	Peter Michell is a Director at Michell Wool Pty Ltd and was its ManagingDirector for the decade following 2004. Peter also currently sits on theBoard of Mutual Trust Pty Ltd and the University of Adelaide'sAgribusiness Advisory Board.
	In 2004 Peter and his brother consolidated shareholding in their 140-year-old family agribusiness from 40 shareholders to 2. He then oversawthe reengineering and growth of the business; a greenfield wool textileinvestment in China, R&D and incubation of a number of start-ups withinthe wool group, and purchased, developed and then sold two significantwool textile processing business in Malaysia (500fte).
	His 30 years in the wool, wool textile and leather industry has seen Peterresponsible for commodity trading, global B2B industrial sales andmarketing, production management, trade finance, and water and wastewater management.
Board'sRecommendation	Each of the Directors, other than Dirk Wiedmann and Peter Michell (inrelation to the resolutions for their election respectively), recommendsre-election of Dirk Wiedmann and Peter Michell to the Board.

Item 5: Approval of 10% Placement Capacity
Explanation	Duxton Water is seeking Shareholder approval to issue an additional 10%of its issued Shares over a 12 month period pursuant to ASX Listing Rule7.1A.
	Under Listing Rule 7.1A the Company, as an Eligible Entity, may seek theapproval of its Shareholders by special resolution passed at an AGM tohave this additional capacity (10% Placement Capacity) to issue Sharesunder rule 7.1A. The exact formula for the 10% Placement Capacity is setout in Listing Rule 7.1A.2 and the approval period to which is relates(generally no more than 12 months) is set out in Listing Rule 7.1A.1 andis detailed below.
	There are a number of other rules and conditions applicable to theapproval and issue of Shares under Listing Rule 7.1A, including:
	a)That any new Shares issued under the 10% Placement Capacity mustbe in the same class as the existing quoted class of Shares of theCompany.
	b)A limitation on the discount to prevailing market price at which theymay be issued.
	Additional disclosure requirements
	As at the date of the Notice, Duxton Water has 71,243,632 Shares onissue. Therefore the Company, subject to shareholder approval beingobtained under item 9, could issue up to a further 7,124,363 Sharesunder Listing Rule 7.1A.
	The actual number of Shares that the Company will have capacity toissue under Listing Rule 7.1A will be calculated at the date of issue of theShares in accordance with the formula prescribed in Listing Rule 7.1A.2
Minimum Issue Price	The minimum issue price of Shares that the Company will have capacity toissue under Listing Rule 7.1A will be calculated at the date of the issue ofthe Shares in accordance with the formula prescribed.
	The issue price of Shares issued under Listing Rule 7.1A must not be lessthan 75% of the VWAP of the Shares calculated over the 15 Trading Dayson which trades in that class were recorded immediately before:
	i)The date on which the price at which the Shares are to beissued is agreed; or
	If the Shares are not issued within five Trading Days of the‹‹Ȍreferred to in (i) above, the date on which the Shares areissued.
10% Placement Period	Shareholder approval of the 10% Placement Facility under Listing Rule7.1A 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 generalmeeting at which the approval is obtained; and
(ii)	the date of the approval by shareholders of a transaction underListing Rule 11.1.1 (a significant change to the nature or scale ofactivities) or 11.2 (disposal of main undertaking).

Other Information	a)xxissue date,the Shares.The table also shows:xmeeting; and	There is a risk that:the Meeting; and	Listing Rule 7.1A.2 as at the date of this Notice.	Pursuant to Listing Rule 7.3A, the following additional information isprovided in relation to the approval of the 10% Placement Facility.the market price for the Company's Shares may be significantlylower on the date of the issue of the Shares than on the date ofthe Shares may be issued at a price that is at a discount to themarket price for the Company's Shares in the same class on thewhich may have an effect on the amount of funds raised by the issue ofThe table below shows the risk of voting dilution of existing shareholderson the basis of the current market price of Shares and the current numberof Shares for variable 'A' calculated in accordance with the formula intwo examples where variable 'A' has increased, by 50% and 100%.Variable 'A' is based on the number of Shares the Company has onissue. The number of Shares on issue may increase as a result ofissues of Shares that do not require shareholder approval (forexample, a pro rata entitlements issue) or future specific placementsunder Listing Rule 7.1 that are approved at a future shareholders'
	x			two examples of where the issue price of Shares has decreased by50% and increased by 100% as against the current market price.
				Issue Price
	Variable 'A'in formula inListing Rule		$0.55	$1.10	$2.20
	7.1A.2		50% decrease inissue price	issue price	100% increase inissue price
	CurrentVariable 'A'	10% votingdilution	7,125,313 shares	7,125,313 shares	7,125,313 shares
	71,253,132shares	Funds raised	$3,918,922	$7,837,844	$15,675,688
	50% increasein currentVariable 'A'	10% votingdilution	10,687,969 shares	10,687,969 shares	10,687,969 shares
	106,879,698shares	Funds raised	$5,878,382	$11,756,765	$23,513,531

100%increase incurrent	10% votingdilution	14,250,626 shares	14,250,626 shares	14,250,626 shares
Variable 'A'	Funds raised	$7,837,844	$15,675,688	$31,351,377
142,506,264shares

The table has been prepared on the following assumptions:

• x The Company issues the maximum number of Shares available under the 10% Placement Facility.
• x Options on issue not included.
• x The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• x The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements pursuant to the 10% Placement Facility, based on that shareholder's holding at the date of the Meeting.
• x The table shows only the effect of issues of Shares under Listing Rule 7.1A and no other issues of Equity Securities.
• x The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
• x The issue price is $1.10, being the closing price of the Shares on ASX on 6 March 2018.
• c) The Company may seek to issue the Shares for the following purposes:
  • x Non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as referred to in the Note to Listing Rule 7.1A.3;
  • x Cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new and existing assets or investments (including expense associated with such acquisition) and/or general working capital.
• d) The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Shares.
• e) The Company's allocation policy is dependent on the prevailing market

	following:	conditions at the time of any proposed issue pursuant to the 10%Placement Facility.The identity of the allottees of Shares and thenumber of Shares allotted to each will be determined on a case-bycase basis having regard to factors including, but not limited to, the
	(i)	the methods of raising funds that are available to the Companyincluding, but not limited to, rights issue or other issue in whichthe existing security holders can participate;
	(ii)	the effect of the issue of the Shares on the control of theCompany;
	(iii)	the financial situation and solvency of the Company; and
	(iv)	advice from corporate, financial and broking advisers (ifapplicable).
		The allottees under the 10% Placement Facility have not beendetermined as at the date of this Notice but may include existingsubstantial shareholders and/or new shareholders who are notrelated parties or associates of a related party of the Company.
		Further, if the Company is successful in acquiring new assets orinvestments, it is likely that the allottees under the 10% PlacementFacility will be the vendors of the new assets or investments or thenominee of such vendors.
f)		The Company has previously obtained approval under ASX Listing Rule7.1A at the Company's AGM held on 10 May 2017, requiring thefollowing disclosure under ASX Listing Rule 7.3A.6:
		i)The Company has issued a total of 7,287,726 equitysecurities in the 12 months preceding this Meeting, whichrepresents approximately 5.7% of the total number ofEquity Securities on issue at the commencement of that12 month period. The Company issued:
		i.6,610,000 fully paid Ordinary Shares to DuxtonVineyards Pty Ltd as consideration for waterentitlements currently valued at approximately$7,308,000.
		ii.615,226fullypaidOrdinarySharestoShareholdersundertheCompany'sdividendreinvestment plan at an issue price of $1.049 pershare at a 3% discount based on the 5 day VWAPimmediately preceding 2 November 2017.
		iii.62,500 fully paid Ordinary Shares to option

	holders as a result of exercise of options at anissue price of $1.10 per share, raising a total of$68,750 which was spent on general workingcapital.
Formula for calculatingthe 10% Placement	The number of Shares which the Company may issue pursuant to this item9 in accordance with ASX Listing Rule 7.1A.2 may be calculated inaccordance with the following formula:
	(A x D) – E
	Where:
	Ais the number of shares on issue 12 months before the date of issue oragreement to issue:
	i.plus the number of fully paid ordinary shares issued in theprevious 12 months under an exception in ASX Listing Rule 7.2;
	ii.plus the number of partly paid shares that became fully paid in theprevious 12 months;
	iii.plus the number of fully paid shares in the previous 12 monthswith approval of holders of shares under ASX Listing Rule 7.1 and7.4 – this does not include an issue of fully paid shares under theCompany's 15% placement capacity (which is not subject toshareholder approval);
	iv.less the number of fully paid ordinary shares cancelled in theprevious 12 months
	D is 10%
	E is the number of Shares issued or agreed to be issued under ASX ListingRule 7.1A.2 in the 12 months before the date of the issue or agreement toissue that are not issued with the approval of shareholders under ASXListing Rule 7.1 or 7.4.
Board Recommendation	The Directors believe that this resolution is in the best interests of theCompany and unanimously recommend that Shareholders vote infavour. In particular, the ability of the Company to issue new Sharesunder the 10% Placement Capacity will enable the Company to issueShares in circumstances where it might otherwise be subjected to thecost, delay and uncertainty of having to go back to the Shareholders forapproval. The additional flexibility and speed to conduct capital raisingwill better position the Company to pursue its interests in the prevailingmarket conditions.
Voting Exclusion	A voting exclusion statement applies to this resolution, as set out in theNotice.

Voting by Proxy

• 1. A Shareholder entitled to attend and vote at the Annual General Meeting may appoint one proxy or, if the Shareholder is entitled to cast two or more votes at the Meeting, two proxies, to attend and vote instead of the Shareholder.
• 1. Where two proxies are appointed to attend and vote at the meeting, each proxy may be appointed to represent a specified proportion or number of the Shareholder's voting rights at the Meeting.
• 1. A proxy need not be a Shareholder of the Company.
• 1. A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the Meeting.

To record a valid vote, a shareholder will need to take the following steps:

• x cast the shareholder's vote online by visiting www.investorvote.com.au and entering the shareholder's Control Number, SRN/HIN and postcode, which are shown on the first page of the enclosed proxy form; or
• x complete and lodge the manual proxy form at the share registry of the Company, Computershare Investor Services Pty Limited:
  • x by post at the following address:

Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001

OR

• x by facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or
• x for Intermediary Online subscribers only (custodians), cast the shareholder's vote online by visiting www.intermediaryonline.com,

so that it is received no later than 10am (Adelaide time) on 1 May 2018.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolution 2 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolution 2 by marking the appropriate box on the proxy form.

The chair intends to vote undirected proxies in favour of each item of business.

5. 'Snap Shot' Time

The Company may specify a time, not more than 48 hours before the Meeting, at which a 'snapshot' of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the Meeting. The Directors have determined that all shares of the Company that are quoted on ASX as at 7.00 pm (Adelaide time) on 1 May 2018 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the shares at that time.

Proxy Voting by the Chair

The Corporations Act imposes prohibitions on KMP and their Closely Related Parties from voting their shares (or voting undirected proxies) on and amongst other things, remuneration matters.

However, the chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the Shareholder who has lodged the proxy has given an express voting direction to the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of KMP. If you complete a proxy form that authorises the Chair of the Meeting to vote on your behalf as proxy and you do not mark any of the boxes as give the Chair directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy.

The Company's Chairman will chair the Meeting (other than in relation to item 4) and intends to vote all available undirected proxies in favour of each item of business.

Glossary

$ means Australian dollars.

Annual General Meeting (AGM) or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of Duxton Water.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

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

• a) a spouse of child of the member;
• b) a child of the member's spouse;
• c) a dependent of the member or the member's spouse;
• d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
• e) a company the member controls; or
• f) a person prescribed by the Corporations Regulations 2001(Cth)

Company means Duxton Water Ltd ACN 611 976 517.

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting is not included in the S&P/ASX300 Index; and has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement of accompanying the Notice.

Investment Manager means Duxton Capital (Australia) Pty Ltd.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option which enables the holder to subscribe for one Share.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the period ending 31 December 2017.

Resolutions means the resolutions set out in the Notice, or any one of them as the contest requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the registered holder of a Share.

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

VWAP means volume weighted average market price.

Lodge your vote:

$\Box$ Online: www.investorvote.com.au

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

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 556 161 (outside Australia) +61 3 9415 4000

XX Proxy Form Vote and view the annual report 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: SRN/HIN: PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

ti≤ For your vote to be effective it must be received by 10:00am (Adelaide time) Tuesday 1 May 2018

How to Vote on Items 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 each 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 on that item.

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 $\rightarrow$

N III III III III III III III III III I

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 $\vert{\bm{\mathsf{X}}}\vert$ to indicate your directions

XX

STEP1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Duxton Water Limited hereby appoint

the Chairmanof the Meeting		ીરે PLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. 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 Annual General Meeting of Duxton Water Limited to be held at The Stirling Hotel, 52 Mount Barker Rd, Stirling SA 5152 on Thursday 3 May 2018 at 10:00am (Adelaide time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 2 (except where I/we have indicated a different voting intention below) even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 2 by marking the appropriate box in step 2 below.

STEP 2Items of Business	The PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
ORDINARY BUSINESS
Remuneration Report2
Election of Director - Dirk Wiedmann3
Election of Director - Peter Michell4
Approval of 10% Placement Capacity5

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

Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
ContactName		ContactDaytimeTelephone	Date