RIVCO AUSTRALIA LTD — AGM Information 2020

Apr 16, 2020

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ACN 611 976 517

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Notice of Annual General Meeting

Date: 10.30am Adelaide time (ACST) on 19 May 2020 Place: Duxton House 7 Pomona Road, Stirling SA 5152

IMPORTANT INFORMATION REGARDING COVID 19 : Due to the COVID 19 pandemic the 2020 AGM will be held via an audio webcast. This is to comply with Government regulations on gatherings and to ensure the health and safety of shareholders. Details on attending the AGM via audio webcast are available on the Company’s website – www.duxtonwater.com.au.

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Dear Shareholder

On behalf of Duxton Water Limited, it is my pleasure to invite you to attend by audio webcast the Annual General Meeting for the Company’s 2019 financial year.

The key AGM meeting details are:

• Time and date: 10.30am Adelaide time (ACST) on 19 May 2020

• Location: Duxton House, 7 Pomona Road, Stirling SA 5152

• Web access: visit www.duxtonwater.com.au for information

This Notice of Meeting outlines the items for shareholders to consider for the meeting. Further explanatory notes are provided in the attached Explanatory Statement.

This year’s AGM is a little different to previous years. As I am sure you can appreciate, we are unable to hold our AGM in person this year due to the COVID-19 pandemic and the restrictions on gatherings and social distancing measures the Government has implemented. Instead, we invite you to attend our - AGM from wherever you are in the world via audio webcast. Please follow the link (https://s1.c conf.com/diamondpass/10005759b-invite.html) to register to join the Duxton Water Ltd audio webcast. Once registered, a calendar invite will be emailed to you with a Dial In Number & Passcode, followed by a PIN number. Once in the audio webcast, you will be placed on hold with music until the conference call starts. The details on how to attend the meeting will also be published on the Company’s website at www.duxtonwater.com.au.

At this year’s AGM you will have an opportunity to hear from the Board and the Investment Manager. We will share with you the developments at Duxton Water and our plans for the future. Our audio webcast will include a function where you will be able to ask questions of the Board or the Company’s auditor about the business of the meeting or management of the Company. If possible, we request that any questions you have be submitted prior to meeting, either when you register via the link above or via email to enquiries@duxtonam.com.

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 2019 Annual Report can be found at www.duxtonwater.com.au.

To vote on the resolutions contained in the Notice of Meeting, you must complete and lodge the enclosed Proxy Form as soon as possible and, in any event, by no later than 10.00am (Adelaide time) 15 May 2020. Instructions on how to vote by proxy are set out on the Proxy Form and this Notice.

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

Yours sincerely,

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Edouard Peter Chairman of the Board

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Notice of Annual General Meeting

The Annual General Meeting ( AGM ) of Duxton Water Ltd (“ Company ”) will be held at Duxton House, 7 Pomona Road, Stirling SA 5152 at 10.30 am (Adelaide time) on 19 May 2020 and via audio webcast.

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

Attendance

Due to the COVID-19 pandemic you are not permitted to attend the AGM in person. The AGM will be available to be viewed via audio webcast. Details on how to attend and view the AGM via audio webcast will be published on the Company’s website - www.duxtonwater.com.au.

Voting

Due to the nature of the AGM, voting will only be accepted via proxy. Information on voting via proxy is attached to this Notice of Meeting.

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 2019.

Shareholders will be given reasonable opportunity to ask questions about or make comments on the management of the Company when they register for the audio webcast, through a function provided as part of the audio webcast or via email to enquiries@duxtonam.com.

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 2019 is adopted.”

The Remuneration Report is set out in the 2019 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 Corporations Act provides that a vote on Resolution 2 must not be cast (in any capacity), and the Company will disregard any votes cast on Resolution 2 by or on behalf of:

• (a) A member of the Key Management Personnel (which includes any Director); and

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• (b) A Closely Related Party (such as close family members and any controlled companies) of those persons, the details of whose remuneration are included in the Remuneration Report. The Explanatory Memorandum includes important information in relation to the voting of proxies on this Resolution.

However, a person described above may cast a vote on Resolution 2 if the vote is not cast on behalf of a person described above and either:

• (a) the voter does so as proxy appointed in writing that specifies how the proxy is to vote on the Resolution; or

• (b) the voter is the Chair of the meeting and the appointment of the Chair as proxy:

• (i) does not specify the way in which the Chair is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Election of Director – Edouard Peter

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

“ That Edouard Peter, 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 – 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.”

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 of the resolution on item 5 by or on behalf of:

• any person who is expected to participate in an issue of Shares under the 10% Placement Capacity or 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 Company; or

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• an associate of that person.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney on the resolution in that way;

• it is cast by the chair of the meeting as proxy or attorney for a person who is entitled to vote, in accordance with the direction given to the to vote on the resolution as the chair decides; or

• it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that they are not excluded from voting, on the resolution; and

• the holder votes on the resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

By order of the Board

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Katelyn Adams Company Secretary

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Explanatory Statement to Notice of AGM

Explanatory Statement

Item 1: Financial and related reports

Description Duxton Water’s financial report, directors’ report and the auditor’s report for the financial period ended 30 December 2019 will be laid before the Annual General Meeting. This will be achieved by publishing the reports on the Company’s website - www.duxtonwater.com.au. There is no requirement for shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the operations and management of Duxton Water via the comments function of the audio webcast. Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the content of the auditor’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 2019 Annual Report and is available from www.duxtonwater.com.au. The Remuneration Report:

• Describes the policies behind and the structure of the remuneration arrangements 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 Company to alter the arrangements set out in the Remuneration Report if this resolution is not passed. However, the Board will provide the opportunity for, and will take into account any discussion, on this item and the outcome of the vote when considering future remuneration policies and practices of the Company.

Board recommendation The Directors unanimously recommend that shareholders vote in favour of adopting the Remuneration Report, noting that:

• Edouard Peter and Stephen Duerden are remunerated by the Investment Manager, which receives fees from the Company as described in the Remuneration Report; and

• • Dirk Wiedmann, Peter Michell and Dennis Mutton have a personal interest in their own remuneration from the Company as described in the Remuneration Report.

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Explanatory Statement	Explanatory Statement
Voting Exclusion	A voting exclusion statement applies to this resolution, as set out in the Notice.
Items 3 - 4: Election of Directors – Edouard Peter and Dirk Wiedmann
Explanation	Clause 17.3 of the Constitution requires that one-third of the Directors of the Company (rounded up to the nearest whole number) retire at each AGM. A retiring Director is eligible for re-election (unless otherwise precluded). Accordingly, Edouard Peter and Dirk Wiedmann retire, and, being eligible, stand for re-election to the Board for the purposes of Clause 17.3 of the Constitution.
Director’s Details	Edouard Peter - Director Qualifications:Bachelor of English Literature, Carleton College, Minnesota Edouard Peter, is the Chairman of Duxton Asset Management Pte Ltd (“Duxton”). Prior to forming Duxton in 2009, Ed was Head of Deutsche Asset Management Asia Pacific (“DeAM Asia”), Middle East & North Africa. He was also a member of the Deutsche Bank’s Group Equity Operating Committee and Asset Management Operating Committee. Ed joined Deutsche Bank in 1999 as Head of Equities and Branch Manager of DB Switzerland. Prior to his time at Deutsche bank, Ed spent 10 years UBS as Head of Swiss Equites distribution, and prior to that, 4 years as deputy head of International Swiss equity distribution at Credit Suisse in Geneva Switzerland. Dirk Wiedmann – Director Qualifications:Diploma Kaufmann, Johann Wolfgang Goethe University; Advanced Management Program, The Wharton School, University of Pennsylvania Dirk Wiedmann has 25 years of experience in the finance industry. Over his 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 vast range of experience covering international equities and derivatives, business sector market development, executive education and strategic marketing. Dirk has been invested in Australian agriculture business, including wine and dairy operations, since 1999. Until August 2015, Dirk was the Global Head of Investments & Chief Investment Officer at Rothschild Wealth Management and Trust, a Member of the Divisional Board and a member of the Executive Committee of Rothschild Bank AG. Within his role as Global Head of Investments and CIO, Dirk was also responsible for all trading and execution activities and strategic marketing in the Bank.

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Explanatory Statement
Board’s Recommendation	Each of the Directors, other than Edouard Peter and Dirk Wiedmann (in relation to the resolutions for their election respectively), recommends re-election of Edouard Peter and Dirk Wiedmann to the Board.

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Explanatory Statement

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 Rule 7.1A.

Under Listing Rule 7.1A the Company, as an Eligible Entity, may seek the approval of its Shareholders by special resolution passed at an AGM to have this additional capacity ( 10% Placement Capacity ) to issue Shares under rule 7.1A. The exact formula for the 10% Placement Capacity is set out in Listing Rule 7.1A.2 and the approval period to which it relates (generally no more than 12 months) is set out in Listing Rule 7.1A.1 and is detailed below.

There are a number of other rules and conditions applicable to the approval and issue of Shares under Listing Rule 7.1A, including:

• a) That any new Shares issued under the 10 Placement Capacity must be in the same class as the existing quoted class of Shares of the Company.

• b) A limitation on the discount to prevailing market price at which they may be issued.

If this resolution is passed, Duxton Water will be able to issue up to the combined 25% limit in Listing Rules 7.1 and 7.1A to issue equity securities without shareholder approval.

If this resolution is not passed, Duxton Water will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

Additional disclosure requirements

As at the date of the Notice, Duxton Water has 119,375,090 Shares on issue. Therefore the Company, subject to shareholder approval being obtained under item 9, could issue up to a further 11,937,509 Shares under Listing Rule 7.1A.

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

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Explanatory Statement
Minimum Issue Price	The minimum issue price of Shares that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of the issue of the Shares in accordance with the formula prescribed. The issue price of Shares issued under Listing Rule 7.1A must not be less than 75% of the VWAP of the Shares calculated over the 15 Trading Days on which trades in that class were recorded immediately before: i) The date on which the price at which the Shares are to be issued is agreed; or ii) If the Shares are not issued within five Trading Days of the referred to in (i) above, the date on which the Shares are issued.
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; and (ii) the date of the approval by shareholders of a transaction under Listing Rule 11.1.1 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

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Other Information

• (a) Pursuant to Listing Rule 7.3A, the following additional information is provided in relation to the approval of the 10% Placement Facility. There is a risk that:

• the market price for the Company’s Shares may be significantly lower on the date of the issue of the Shares than on the date of the Meeting; and

• the Shares may be issued at a price that is at a discount to the market price for the Company’s Shares in the same class on the issue date,

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

• (b) The table below shows the risk of voting dilution of existing shareholders on the basis of the current market price of Shares and the current number of Shares for variable ‘A’ calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

• two examples where variable ‘A’ has increased, by 50% and 100%. Variable ‘A’ is based on the number of Shares the Company has on issue. The number of Shares on issue may increase as a result of issues of Shares that do not require shareholder approval (for example, a pro rata entitlements issue) 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 Shares has decreased by 50% and increased by 100% as against the current market price.

				Issue Price
	Variable ‘A’
	in formula in		$0.64	$1.28	$2.56
	Listing Rule
	7.1A.2		50% decrease in	issue price	100% increase in
			issue price		issue price
	Current	10% voting	11,937,509	11,937,509	11,937,509
	Variable ‘A’	dilution
	119,375,090 shares	Funds raised	$7,640,005	$15,280,011	$30,560,023
	50% increase	10% voting	17,906,263	17,906,263	17,906,263
	in current	dilution
	Variable ‘A’
	179,062,635	Funds raised	$11,460,008	$22,920,016	$45,840,033
	shares

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Explanatory Statement

	100% increase in current Variable ‘A’ 238,750,180 shares 10% voting dilution 23,875,018 23,875,018 23,875,018 Funds raised $15,280,011 $30,560,023 $61,120,046 The table has been prepared on the following assumptions: • The Company issues the maximum number of Shares available under the 10% Placement Facility. • Options on issue not included. • 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%. • 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. • The table shows only the effect of issues of Shares under Listing Rule 7.1A and no other issues of Equity Securities. • The issue of Equity Securities under the 10% Placement Facility consists only of Shares. • The issue price is $1.28, being the closing price of the Shares on ASX on 08/04/2020. c) The Company may seek to issue the Shares for the following purposes: • 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 conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Shares and the number of Shares allotted to each will be determined on a case-by-	100% increase in current Variable ‘A’ 238,750,180 shares	10% voting dilution	23,875,018	23,875,018	23,875,018
			Funds raised	$15,280,011	$30,560,023	$61,120,046

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Explanatory Statement

case basis having regard to 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 the existing security holders can participate;

• (ii) the effect of the issue of the Shares 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.

• f) The Company has previously obtained approval under ASX Listing Rule 7.1A at the Company’s AGM held on 16 May 2019, requiring the following disclosure under ASX Listing Rule 7.3A.6:

• i) The Company has issued a total of 13,101,290 equity securities in the 12 months preceding this Meeting under ASX Listing Rule 7.1A.2, which represents approximately 12.07% of the total number of Equity Securities on issue at the commencement of that 12 month period. The Company issued:

  • i. 102,368 fully paid Ordinary Shares to shareholders under the Company’s Dividend Reinvestment Plan at an issue price of $1.5037 per share at a 3% discount based on the 5 day VWAP immediately preceding 12 March 2019

  • ii. 10,135,136 fully paid Ordinary Shares to shareholders under the Institutional Share Placement at an issue price of $1.4800, raising a total of $15,000,001 which was spent on general working capital.

  • iii. 2,452,240 fully paid Ordinary Shares to shareholders under the Share Purchase Plan at an issue price of $1.4800, raising a total of $3,629,315 which was spent on general working capital.

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Explanatory Statement

• iv. 183,922 fully paid Ordinary Shares to shareholders under the Company’s Dividend Reinvestment Plan at an issue price of $1.3483 per share at a 3% discount based on the 5 day VWAP immediately preceding 2 September 2019.

• v. 227,624 fully paid Ordinary Shares to shareholders under the Company’s Dividend Reinvestment Plan at an issue price of $1.2790 per share at a 3% discount based on the 5 day VWAP immediately preceding 13 March 2020.

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Explanatory Statement

Formula for calculating the 10% Placement

• The number of Shares which the Company may issue pursuant to this item 9 in accordance with ASX Listing Rule 7.1A.2 may be calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of shares on issue at the commencement of the relevant period:

• i. plus the number of fully paid ordinary shares issued in the relevant period under an exception in ASX Listing Rule 7.2 other than exception 9 or 17;

• ii. plus the number of fully paid shares issued in the relevant period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where:

• a. the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

• b. the issue of, or agreement to issue, the convertible securities was approved, or taken under the ASX Listing Rules to have been approved under ASX Listing Rule 7.1 or ASX Listing Rule 7.4

• iii. plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where:

• a. the agreement was entered into before the commencement of the relevant period; or

• b. the agreement or issue was approved, or taken under the ASX Listing Rules to have been approved, under ASX Listing rule 7.1 or ASX Listing Rule 7.4,

• iv. plus the number of partly paid shares that became fully paid in the relevant period;

• v. less the number of fully paid ordinary shares cancelled in the relevant period;

D is 10%

E is the number of Shares issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by shareholders under ASX Listing Rule 7.1 or 7.4.

“ relevant period ” means the 12 month period immediately preceding the date of issue or agreement

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Explanatory Statement

Explanatory Statement
Board Recommendation	The Directors believe that this resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour. In particular, the ability of the Company to issue new Shares under the 10% Placement Capacity will enable the Company to issue Shares in circumstances where it might otherwise be subjected to the cost, delay and uncertainty of having to go back to the Shareholders for approval. The additional flexibility and speed to conduct capital raising will better position the Company to pursue its interests in the prevailing market conditions.
Voting Exclusion	A voting exclusion statement applies to this resolution, as set out in the Notice.

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Voting by Proxy

1. A Shareholder entitled to vote at the AGM may appoint a proxy to attend and vote instead of the Shareholder. As no shareholders are able to attend the AGM in person due to the COVID-19 pandemic, shareholders are strongly encouraged to elect the chair of the meeting as their proxy. If a proxy other than the Chair is appointed, that person will be unable to attend the AGM in person and will not be able to vote on the resolutions.

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

• 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

• complete and lodge the manual proxy form at the share registry of the Company, Computershare Investor Services Pty Limited:

• by post at the following address:

Computershare Investor Services Pty Limited GPO Box 242

MELBOURNE VIC 3001

OR

• by facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

• 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 10.00 am (Adelaide time) on 15 May 2020.

Please note that when 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. When appointing the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolution 3 and 4 by marking the appropriate box on the proxy form.

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

2. ‘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 17 May 2020 shall, for the purposes of

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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 Key Management Personnel 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 Key Management Personnel. 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 and intends to vote all available undirected proxies in favour of each item of business.

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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.

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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 2018.

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.

Need assistance?

Phone:

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

ACN 611 976 517

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:30 am (Adelaide time) Sunday 17 May 2020.

Proxy Form

How to Vote on Items of Business Lodge your Proxy Form: All your securities will be voted in accordance with your directions. Online: APPOINTMENT OF PROXY Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes Lodge your vote online at opposite each item of business. If you do not mark a box your proxy may vote or abstain as www.investorvote.com.au using your they choose (to the extent permitted by law). If you mark more than one box on an item your secure access information or use your vote will be invalid on that item. mobile device to scan the personalised QR code. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the Your secure access information is 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%. Control Number: SRN/HIN: I9999999999I99999999999999999999 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 For Intermediary Online number of securities for each in Step 1 overleaf. subscribers (custodians) go to www.intermediaryonline.com A proxy need not be a securityholder of the Company. SIGNING INSTRUCTIONS FOR POSTAL FORMS By Mail: 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 Computershare Investor Services Pty Limited sign. GPO Box 242 Melbourne VIC 3001 Power of Attorney: If you have not already lodged the Power of Attorney with the registry, Australia 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 By Fax: 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 1800 783 447 within Australia or held. Delete titles as applicable.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes Lodge your vote online at opposite each item of business. If you do not mark a box your proxy may vote or abstain as www.investorvote.com.au using your they choose (to the extent permitted by law). If you mark more than one box on an item your secure access information or use your vote will be invalid on that item. mobile device to scan the personalised QR code. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the Your secure access information is 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%. Control Number: 183778 SRN/HIN: I9999999999I99999999999999999999 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 For Intermediary Online number of securities for each in Step 1 overleaf. subscribers (custodians) go to www.intermediaryonline.com

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

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

ATTENDING THE MEETING

IMPORTANT INFORMATION REGARDING COVID 19

Due to the COVID 19 pandemic the 2020 AGM will be held via an audio webcast. This is to comply with Government regulations on gatherings and to ensure the health and safety of shareholders. Details on attending the AGM via audio webcast are available on the Company's website - www.duxtonwater.com.au.

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Due to the nature of the AGM, voting will only be accepted via proxy. Duxton Water strongly encourages shareholders to lodge a directed proxy by following the instructions on this form.

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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 to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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

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

the Chairman of the Meeting

OR

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 Duxton House, 7 Pomona Road, Stirling SA 5152 at 10.30am (Adelaide time) on 19 May 2020 and at any adjournment or postponement of that Meeting. Important: Due to the COVID 19 pandemic the 2020 AGM will be held via an audio webcast. This is to comply with Government regulations on gatherings and to ensure the health and safety of shareholders. Details on attending the AGM via audio webcast are available on the Company’s website - www.duxtonwater.com.au

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.  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. 2. Remuneration Report 3. Election of Director - Edouard Peter 4. Election of Director - Dirk Wiedmann 5. Approval of 10% Placement Capacity 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.

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

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SIGN
Signature of Securityholder(s) This section must be completed.
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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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D 2 O