SGH LIMITED — AGM Information 2023

Oct 12, 2023

13 October 2023

Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

2023 NOTICE OF ANNUAL GENERAL MEETING

Seven Group Holdings Limited ("SGH") (ASX: SVW) attaches a copy of the 2023 Notice of Annual General Meeting and Proxy Form which will be dispatched to shareholders along with the 2023 Annual Report today.

The 2023 Annual Report was lodged separately with ASX on 17 August 2023.

This release has been authorised to be given to ASX by the Board of Seven Group Holdings Limited.

For investor information, please contact: Daniel Levy - Head of IR and Communications +61 2 8777 7106 | investorrelations@sevengroup.com.au

For media enquiries, please contact: Lauren Thompson | +61 438 954 729 Hayley Ashburner | +61 497 554 588

Seven Group Holdings Ltd SGH (ASX:SVW) is a leading Australian diversified operating and investment group with market leading businesses and investments in industrial services, media and energy. In industrial services, WesTrac is the sole authorised Caterpillar dealer in WA, NSW and ACT. WesTrac is one of Caterpillar's top dealers globally. SGH owns Coates, Australia's largest nationwide industrial and general equipment hire business. SGH also has a 71.6% shareholding in Boral (ASX:BLD), a leading construction materials group. In energy, SGH has a 30.02% shareholding in Beach Energy (ASX:BPT) and has interests in energy assets in Australia and the United States. In media, SGH has a 39.8% shareholding in Seven West Media (ASX:SWM), one of Australia's largest multiple platform media companies, including the Seven Network, 7plus and The West Australian.

Seven Group Holdings Limited | ABN 46 142 003 469 Level 30, 175 Liverpool Street, Sydney NSW 2000 | Postal Address: PO Box 745, Darlinghurst NSW 1300 Telephone +61 2 8777 7574

Notice of Annual General Meeting 2023

Industrial Services, Media, Energy and Investments

Disciplined Execution

Notice is hereby given that the Annual General Meeting ("AGM") of Seven Group Holdings Limited ("the Company") will be held in the Times on the Park Room at Sheraton Grand Sydney Hyde Park, 161 Elizabeth Street, Sydney NSW 2000 on Thursday, 16 November 2023 at 11.00 am (AEDT).

The AGM will be webcast live. Details for accessing the webcast will be posted on the Company's website (www.sevengroup.com.au) in advance of the meeting.

If it becomes necessary or appropriate to make alternative arrangements for the holding, or conduct, of the meeting, we will announce this on our website and the Australian Securities Exchange market announcements platform.

Seven Group Holdings Limited ABN 46 142 003 469

Agenda – Items of Business

Financial Statements

Item 1

To receive and consider the Financial Statements of the Company and the entities it controlled for the financial year ended 30 June 2023, together with the statements and reports of Directors and the auditor attached to the financial statements.

Note:

– There is no requirement for members to approve these statements or reports, and therefore no vote will be held on this Item.

Re-election of Directors

Item 2

In accordance with Article 8.2(a) of the Company's Constitution, Mr Chris Mackay retires and being eligible, offers himself for re-election as a Director of the Company.

Item 3

In accordance with Article 8.2(a) of the Company's Constitution, The Hon. Warwick Smith AO retires and being eligible, offers himself for re-election as a Director of the Company.

Remuneration Report

Item 4

To adopt the Remuneration Report of the Company for the financial year ended 30 June 2023.

Notes:

• The vote on this resolution is advisory only and does not bind the Directors or the Company.
• The Directors will consider the outcome of the vote and comments made by members on the Remuneration Report at the meeting when reviewing the Company's remuneration policies.
• A voting exclusion statement applies to this Item of Business and is set out in full in the Explanatory Notes.

Grant of share rights under the FY23 Short-Term Incentive ("STI") Plan for the Managing Director and Chief Executive Officer ("MD & CEO")

Item 5

That approval is given for the grant of a maximum of 42,930 deferred share rights to the MD & CEO, Mr Ryan Stokes AO, under the Seven Group Holdings Limited Short-Term Incentive Plan, on the terms summarised in the Explanatory Notes.

Note:

– A voting exclusion statement applies to this Item of Business and is set out in full in the Explanatory Notes.

Refer to the Explanatory Notes for further information on the proposed resolutions, which forms part of this notice.

By order of the Board

Warren Coatsworth

Company Secretary

13 October 2023

Notes

• 1. A member entitled to attend and vote has a right to appoint a proxy. A member who is entitled to cast two or more votes is entitled to appoint two proxies. If two proxies are appointed by a member, that member may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints two proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes.
• 1. Voting exclusions apply to Items 4 and 5, details of which are set out in the Explanatory Notes.

Unless the Chairman of the meeting is your proxy, members of the Key Management Personnel of the Company (including the Directors) and their closely related parties as defined under the Corporations Act 2001, ("Closely Related Parties") will not be able to vote as a member's proxy on Items 4 and 5 unless the member directs them how to vote on the proxy form. If you intend to appoint one of these individuals as your proxy, you should ensure that you direct that person how to vote on Items 4 and 5.

If you appoint the Chairman of the meeting as your proxy, or if the Chairman is appointed as a proxy by default, you may:

• direct the Chairman how to vote by marking either "For", "Against" or "Abstain" on the sections of the proxy form corresponding to Items 4 and/or 5 in accordance with the instructions on that form; or
• not direct the Chairman how to vote on Items 4 and/or 5, in which case, by submitting the proxy form, you will be expressly authorising the Chairman to vote the undirected proxy as he sees fit even if the item is connected with the remuneration of the Key Management Personnel of the Company.
• 1. The Chairman intends to vote all available proxies in favour of all items of business.
• 1. For the purpose of determining a person's entitlement to vote at the meeting, a person will be recognised as a member and the holder of shares if that person is registered as a holder of those shares at 7.00 pm (AEDT) on Tuesday, 14 November 2023.
• 1. A proxy need not be a member of the Company.
• 1. A body corporate that is a shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative must ensure that the Company has received evidence of his or her appointment, including any authority under which it has been signed in advance of the meeting, unless it has previously been given to the Company.
• 1. A shareholder entitled to attend and vote may appoint an attorney to act on his or her behalf at the Annual General Meeting. An attorney may but need not be a member of the Company.
• 1. Duly completed proxy forms must be returned to the Secretary, Seven Group Holdings Limited, either at:
• Boardroom Pty Limited, Level 8, 210 George Street, Sydney NSW 2000 or fax number: 02 9290 9655; or
• completed online at www.votingonline.com.au/svwagm2023, in each case by no later than 11.00 am (AEDT) on Tuesday, 14 November 2023. Any power of attorney or authority under which a proxy form is signed (or a copy of that power of attorney or authority, certified as a true copy by statutory declaration) must accompany the proxy form.
• 1. All resolutions will be decided by poll. On a poll, if your proxy either does not attend the meeting or registers but does not vote on the resolution in accordance with your directions, your proxy votes will automatically default to the Chairman of the meeting for that resolution. The Chairman is required to vote any directed proxies in the manner directed and may otherwise vote as the Chairman sees fit.
• 1. The Explanatory Notes form part of this Notice of Meeting. Members should read these documents in full.

Explanatory Notes

The Explanatory Notes are presented to members to provide them with information concerning each of the resolutions to be considered at the Company's 2023 Annual General Meeting.

Item 1

Financial Statements

The Corporations Act 2001 (Cth) requires the Annual Financial Report of the Company for the year ended 30 June 2023 (which includes the financial statements, notes to the financial statements and Directors' declaration), and Directors' Report and the Auditor's Report to be laid before the Annual General Meeting.

Neither the Corporations Act nor the Company's Constitution requires a vote of shareholders on the reports. However, shareholders will be given an opportunity to raise questions or comments on the management of the Company.

A reasonable opportunity will also be given to shareholders as a whole at the Annual General Meeting to ask the Company's auditor questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

Shareholders can access a copy of the 2023 Annual Report on the Company's website at www.sevengroup.com.au/investor-centre/results-and-presentations/.

Items 2 and 3 Re-Election of Directors

Directors' recommendation

For the reasons set out later in these Explanatory Notes, the Board, excluding the Director to whom each resolution relates, unanimously recommends that members VOTE IN FAVOUR of the re‑election of Mr Chris Mackay and The Hon. Warwick Smith AO.

Under the Constitution of the Company, and consistent with the ASX Listing Rules, a Director who has held office for the longer of three Annual General Meetings of the Company or for three years (except the Managing Director and an alternate director of the Company) must retire from office. A retiring Director is eligible for re-election. Mr Chris Mackay and The Hon. Warwick Smith AO, will each retire and stand for re-election.

Under the Constitution, the Managing Director & Chief Executive Officer of the Company, Mr Ryan Stokes AO, is not required to stand for election.

Set out on the following page are short biographies of the Directors standing for re-election.

Mr Chris Mackay

Independent Non‑Executive Director Being eligible, Mr Chris Mackay offers himself for re-election to the Board at the meeting.

Director of Seven Group Holdings Limited since 1 June 2010.

Member of the Audit & Risk Committee and member of the Independent & Related Party Committee.

Managing Director of MFF Capital Investments Limited since 1 October 2013. Former Chairman of Magellan Financial Group Limited. Mr Mackay co-founded Magellan after retiring as Chairman of the investment bank UBS Australasia in 2006, having previously been its Chief Executive Officer.

Mr Mackay has considerable experience in business management, capital allocation, risk management and investment. He is a former investment banker and corporate and banking lawyer with broad experience in the financial and corporate sectors over many years.

A Director of Consolidated Media Holdings Limited from March 2006 until November 2012, when the company was taken over by News Corporation. Mr Mackay was a member of the Federal Treasurer's Financial Sector Advisory Council and the Business Council of Australia, and a Director of the International Banks & Securities Association.

Mr Mackay has a track record in building shareholder value as a senior corporate executive, business founder and leader, and company director.

Mr Mackay has a deep knowledge of business management, capital allocation, risk management and investment. He brings this mindset and expertise to his role on the Board and its Committees. Having served on the Board since 2010, Mr Mackay has acquired valuable insights into the Company and the diverse industries in which it operates and holds investments. The Board considers that the Company's performance and shareholders benefit from having an appropriate number of longer-serving Directors with detailed knowledge of the history of the Group's operations as part of the overall composition of Directors on the Board, as succession is managed on the Board.

The Hon. Warwick Smith AO Non-Independent Non‑Executive Director Being eligible, The Hon. Warwick Smith AO, offers himself for re-election to the Board at the meeting.

Director of Seven Group Holdings Limited since 12 September 2014.

Member of the Audit & Risk Committee and member of the Remuneration & Nomination Committee.

Mr Smith has been Chairman of Advisory Board Australian Capital Equity since November 2006. Mr Smith also holds the position of Chairman at Ord Minnett; Wollar Solar Finance and Aqualand Group. Mr Smith is also a Director of Jemena Energy: Hive & Wellness (Capilano) and Marinus Link.

He has served as Chairman of the Australia-China Council for over eight years and was the Founding Chair of the National Foundation of Australia-China Relations. He is Chairman of the Global Engagement Committee of the Business Council of Australia of which he is a member.

Mr Smith is a former Senior Managing Director of the Australia New Zealand Banking Group Limited (ANZ), of which he was also Chairman of New South Wales & Australia Capital Territory, Chairman ANZ Thailand and Chairman and Director, ANZ Greater China and immediate past Chair of the National Museum of Australia.

Formerly Executive Director with Macquarie Bank, Director of Estia Health Limited, Chairman of E*TRADE Ltd and the Australian Sports Commission. He was a Federal Government Minister with a parliamentary career spanning 15 years. He was also Australia's first Telecommunications Ombudsman.

Mr Smith has also received a Centenary Medal and was twice awarded the Order of Australia.

Mr Smith is a highly credentialed and experienced company director and corporate executive, with a broad range of expertise across public and private sectors. He brings a deep knowledge of government, regulatory, financial, banking and commercial matters to the Board. His business acumen and leadership attributes are invaluable to the Board and Management, as are his insights in relation to corporate strategy and investment, financial and non-financial risk, people management and executive leadership.

The Chairman of the meeting intends to vote all available proxies in favour of the above Items of Business.

Item 4 Remuneration Report

Directors' recommendation

The Board unanimously recommends that members VOTE IN FAVOUR of adopting the Remuneration Report.

The Corporations Act requires listed companies to put the Remuneration Report for each financial year to a resolution of members at their Annual General Meeting. The Remuneration Report for the year ended 30 June 2023 can be found on pages 77 to 99 of the Company's 2023 Annual Report and covers director and executive remuneration.

Under the Corporations Act, the vote on the Remuneration Report is advisory only and does not bind the Directors or the Company and does not affect the employment arrangements in place for employees of the Company and its subsidiaries. The Board will consider the outcome of the vote and comments made by members on the Remuneration Report at the meeting when reviewing the Company's remuneration policies.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

In summary, the Remuneration Report:

• explains the Board's approach to executive remuneration and the link to company performance and shareholder outcomes;
• explains the Board's policy for determining the nature and amount of remuneration of Key Management Personnel of the Company (including Directors);
• explains the relationship between the Board's remuneration policy, the Company's performance and incentives for Key Management Personnel;
• details the remuneration framework which explains the reward elements and any performance conditions applicable to the remuneration of the Key Management Personnel of the Company; and
• sets out remuneration details for the Key Management Personnel of the Company.

Voting exclusion statement

The Company will disregard any votes cast on Item 4:

• by or on behalf of a member of the Company's Key Management Personnel named in the Remuneration Report for the year ended 30 June 2023, or their Closely Related Parties regardless of the capacity in which the vote is cast; or
• as a proxy by a person who is a member of the Key Management Personnel of the Company at the date of the meeting or any of their Closely Related Parties,

unless the vote is cast as proxy for a person entitled to vote on Item 4:

• in accordance with a direction on the proxy form; or
• by the Chairman of the meeting pursuant to an express authorisation to vote as the proxy as he sees fit, even though Item 4 is connected with the remuneration of the Key Management Personnel.

The Chairman of the meeting intends to vote all available proxies in favour of this Item of Business.

Item 5

Grant of deferred share rights under the FY23 Short-Term Incentive ("STI") Plan for the Managing Director & Chief Executive Officer ("MD & CEO")

Directors' recommendation

The Board, other than Mr Ryan Stokes AO, recommends that members VOTE IN FAVOUR of Item 5.

The Company operates the Seven Group Holdings Limited STI plan to provide short-term incentives to senior executives, based on performance relative to corporate and individual goals over the Company's financial year. Under the key terms of the STI plan, 50 per cent of the STI award for the MD & CEO, Mr Ryan Stokes AO, is deferred into deferred share rights.

Further details regarding the STI plan and the FY23 STI award are set out in the Remuneration Report on pages 77 to 99 of the Company's 2023 Annual Report.

Why is shareholder approval being sought?

Under ASX Listing Rule 10.14, shareholder approval is required in order for a director to be issued securities under an employee incentive scheme. As the terms of the STI grant to Mr Ryan Stokes AO require that the securities to satisfy the STI award be purchased on market, shareholder approval is not required for the purposes of the ASX Listing Rules. However, in the interests of transparency and good governance, the Board has determined to seek shareholder approval for the grant of securities to Mr Ryan Stokes AO.

Summary of the key terms of the Grant of Deferred Share Rights

A brief overview of the key terms of the proposed grant under the STI plan is set out below.

Details of the	The MD & CEO, Mr Ryan Stokes AO, participated in the STI plan in respect of FY23 ("FY23 STI").
Proposed STI grant	All awards are subject to satisfying the Group's underlying EBIT gateway and achievement of a balanced scorecard of measurable and quantifiable individual targets. In cases of outperformance, the Board may grant an above target award amount. Under the STI plan, 50 per cent of the FY23 STI that has been earned is delivered as a cash bonus to the MD & CEO, and the remaining 50 per cent is delivered in deferred share rights as the deferred equity component of his STI.
	Accordingly, Mr Ryan Stokes AO is entitled to receive \$1,022,834 of deferred share rights (being the "Grant Value" of the deferred share rights component of his FY23 STI). The number of deferred share rights to be allocated to Mr Ryan Stokes will be a maximum of 42,930 based on an allocation value of \$23.826.
	The number of deferred share rights issued for Executives has been determined by dividing the Grant Value by the Company's five day VWAP (Volume Weighted Average Price) on 30 June 2023, adjusted to reflect that share rights do not entitle the holder to dividends on the underlying shares until the share rights vest and shares are acquired. A deferred share right is a right to acquire one ordinary share in the Company.
Grant Date	The Company intends that the deferred share rights will be allocated to Mr Ryan Stokes AO on or about 1 December 2023, but in any event, within 12 months after the date of the meeting.
Vesting of	Subject to the terms of the STI plan, the deferred share rights will vest on 1 July 2024.
Shares	Mr Ryan Stokes AO will not be entitled to vote nor be paid dividends in respect of those unvested deferred share rights.
Cessation of Employment	If Mr Ryan Stokes AO ceases employment with the Company prior to 1 July 2024 due to termination for cause, gross misconduct or any other reason determined by the Board, all deferred share rights will immediately lapse unless the Board determines otherwise.
	If Mr Ryan Stokes AO ceases employment with the Company in any other circumstances (for example due to illness, retirement, genuine redundancy or other circumstance deemed appropriate by the Board) then, unless the Board determines otherwise, unvested deferred share rights will continue on foot, subject to the original vesting conditions, as though he had not ceased employment.
Mr Ryan Stokes' Total Remuneration Package for FY23	ASX Listing Rule 10.15.4 requires this Notice of Meeting to include details (including the amount) of the current total remuneration of Mr Ryan Stokes AO which is:
	Total Fixed Remuneration (TFR) \$1,900,000 p.a.
	Short-term incentive opportunity \$1,900,000 – 100% of TFR (maximum of 133% of TFR)
	Long-term incentive grant \$1,900,000 – 100% of TFR
	Full details on the remuneration of Mr Ryan Stokes AO are contained within the Remuneration Report.
Other	No loan arrangements are entered into with Mr Ryan Stokes AO in relation to deferred share rights granted under the STI plan.
Information	The only Director of the Company who is eligible to receive deferred share rights under the STI plan is Mr Ryan Stokes AO.
	96,824 deferred share rights have been granted to Mr Ryan Stokes AO under the STI plan. The average acquisition price was nil as the grants form part of Mr Ryan Stokes AO's remuneration.

Explanatory Notes

Voting exclusion statement

The Company will disregard any votes on Item 5:

• cast in favour of the resolutions by or on behalf of Mr Ryan Stokes AO (being the only Director eligible to participate in the STI plan) or any of his associates regardless of the capacity in which the vote is cast; or
• cast as a proxy by any of the Key Management Personnel of the Company at the date of the meeting or their Closely Related Parties,
• unless the vote is cast on Item 5:
• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or
• by the Chairman of the meeting as proxy for a person entitled to vote on the resolution, pursuant to an express authorisation in the proxy form to exercise the proxy as the Chairman decides; or
• 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 the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and
• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chairman of the meeting intends to vote all available proxies in favour of this Item of Business.

Transport

Parking

Parking is available close to Sheraton Grand Sydney Hyde Park at the Domain car park. See map for location.

Train

St James train station is conveniently located close to Sheraton Grand Sydney Hyde Park. See map for locations.

Walking

Please refer to the map set out on this page for directions to walk from St James train station to the Sheraton Grand Sydney Hyde Park. Walking from the train station takes approximately two minutes.

Seven Group Holdings Limited ABN 46 142 003 469 ASX: SVW

All Correspondence to:

	By Mail	Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
	By Fax:	+61 2 9290 9655
	Online:	www.boardroomlimited.com.au
		By Phone: (within Australia) 1300 737 760
		(outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11.00am (AEDT) on Tuesday, 14 November 2023.

TO VOTE ONLINE BY SMARTPHONE STEP 1: VISIT https://www.votingonline.com.au/svwagm2023 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): Scan QR Code using smartphone SAMPLE

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

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

Appointment of a Second Proxy

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

To appoint a second proxy you must:

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

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

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

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

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

QR Reader App

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

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

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore 11.00am (AEDT) on Tuesday, 14 November 2023. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged by the following methods:

 Online	https://www.votingonline.com.au/svwagm2023
By Email	proxy@boardroomlimited.com.au
 By Fax	+ 61 2 9290 9655
 By Mail	Boardroom Pty Limited, PO Box 3993, Sydney NSW 2001 Australia
 In Person	Boardroom Pty Limited Level 8, 210 George Street, Sydney NSW 2000 Australia

Attending the Meeting

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

using this form.

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

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Seven Group Holdings Limited (Company) and entitled to attend and vote hereby appoint: the Chair of the Meeting (mark box)

STEP 2 VOTING DIRECTIONS

The Board recommends shareholders vote FOR items 2 to 5 inclusive.

appointing as your proxy below	OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are
the proxy sees fit.	E or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the Times on the Park Room at Sheraton Grand Sydney Hyde Park, 161 Elizabeth Street, Sydney NSW 2000 on Thursday, 16 November 2023 at 11.00 am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as
Company.	L P The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business. Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 4-5, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolutions 4-5 are connected with the remuneration of a member of the key management personnel for the Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 4-5). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.
STEP 2	M VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.
	The Board recommends shareholders vote FOR items 2 to 5 inclusive.
Board Recommendation		FOR	AGAINST	ABSTAIN
FOR	A Resolution 2. Re-election of Mr Chris Mackay as a Director of the Company
FOR	Resolution 3. Re-election of The Hon.Warwick Smith AO as a Director of the Company
FOR	Resolution 4. Adoption of the remuneration report
FOR	S Resolution 5. Grant of deferred share rights under the FY23 Short-Term Incentive Plan for the Managing Director and Chief Executive Officer ("MD & CEO")

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director		Director / Company Secretary
Contact Name……………………………………………	Contact Daytime Telephone………………………		Date	/	/ 2023