WATERCO LIMITED — AGM Information 2012

Sep 19, 2012

Notice Of Annual General Meeting

Waterco Limited ABN 62 002 070 733 And Controlled Entities

Notice is hereby given that the Annual General Meeting of the shareholders of Waterco Limited ABN 62 002 070 733 (Company) will be held at 36 South Street, Rydalmere, NSW 2116 on Tuesday 30 October 2012 at 3.00pm Australian Eastern Daylight Time.

Business

1. Financial Report To receive the Financial Report of the Company and its consolidated group for the financial year ended 30 June 2012 and the related Directors’ Report and Independent Audit Report.

2. Remuneration Report To consider and, if thought appropriate, to pass the following non-binding ordinary resolution: “That the Remuneration Report contained in the Directors’ Report for the year ending 30 June 2012 be adopted.”

Proxies

A shareholder has the right to appoint a proxy who need not be a shareholder of the Company. If a shareholder is entitled to two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. The Proxy Form (which is enclosed with this Notice of Meeting) and any power of attorney or authority under which they are signed must be received at the share registry of the Company, Computershare Investor Services Pty Ltd, located at Level 4, 60 Carrington Street, Sydney NSW 2000 or at the Company’s Registered Office, 36 South Street, Rydalmere NSW 2116, or by facsimile to Computershare on (03) 9473 2555 or to the Company on (02) 9898 1877 at least 48 hours prior to the AGM (ie by no later than 3.00pm Australian Eastern Daylight Time on 26 October 2012) or any adjournment. Any proxy form received after this deadline, including at the AGM, will be invalid.

EXPLANATORY NOTES

3. Re-Election of Director To consider, and if thought appropriate, to pass the following resolution as an ordinary resolution:

• “To re-elect Mr Richard Ling as a Director of the Company.”

By order of the Board

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B H Leo

Company Secretary 26 September 2012

Voting Entitlements

For the purpose of the Annual General Meeting, the Company has determined that all securities of the Company that are quoted securities at 7:00pm Australian Eastern Daylight Time on 26 October 2012 will be taken, for the purpose of the AGM, to be held by the persons who were registered holders at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Item 1 - Financial Report

In accordance with section 317 of the Corporations Act 2001 (Cth) , the Financial Report, Directors’ Report and Independent Audit Report of the Company will be laid before the meeting for consideration. There is no requirement for shareholders to approve those reports. However, the Chairman will allow a reasonable opportunity for shareholders to ask questions or make comments about those reports. Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit, the preparation and content of the Independent Audit Report, the Company’s accounting policies and the independence of the auditor.

Shareholders may also submit written questions to the auditor in advance, relating to the content of the Independent Audit Report or the conduct of the audit. The questions must be provided to the Company no later than 5 business days before the date of the AGM (ie by no later than 5.00pm Australian Eastern Daylight Time on 23 October 2012). Shareholders wishing to submit written questions should post or deliver them to the Company’s Registered Office, 36 South Street, Rydalmere NSW 2116 (P O Box 230, Rydalmere BC NSW 1701), or by facsimile to the Company on (02) 9898 1877, marked to the attention of the Company Secretary.

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Waterco Limited ABN 62 002 070 733 And Controlled Entities

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Item 2 - Remuneration Report

The Remuneration Report for the financial year ended 30 June 2012 provides remuneration policy and payment details applying in the financial year for persons who were members of Key Management Personnel.

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

The vote on this resolution is advisory only and will not bind the Directors or the Company. However, the Directors may take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company. If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGM (a “spill” meeting) at which all of the Company’s directors (other than the Managing Director) cease to hold office immediately before the end of the spill meeting and resolutions to re-elect those directors to the offices be put to vote at the spill meeting. At the 2011 AGM, 90% of votes cast were in favour of adoption of the Remuneration Report.

Voting Exclusion Statement

The Company will disregard any votes cast on Item 2, or on behalf of:

• a member of the Key Management Personnel (KMP) as disclosed in the Remuneration Report; and

• a closely related party (such as close family members and any controlled companies) of those persons.

However, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote:

Where the chair of the meeting is appointed as a proxy, the chair will vote all undirected proxies in favour of Item 2.

If you appoint the chair as your proxy, and you check the box consenting to the chair voting undirected proxies, then unless you include an express voting direction on your proxy form, you will be directing, and expressly consenting to, the chair voting in favour of Item 2.

Item 3 - Re-Election of Director

Mr Richard Ling was appointed to the Board as a Non-Executive Director on 8 May 2009.

Mr Ling holds a Bachelor of Commerce degree from the University of Newcastle, Australia. He is a member of the Institute of Chartered Accountants in Australia and the Malaysia Institute of Chartered Accountants. Mr Ling has a good understanding of corporate finance, with experience in raising funds for companies in Australia and has sought funds via the capital markets in Asia, for Tiong Nam Logistics Holdings Berhad.

He is a member of the Remuneration Committee and a member of the Audit Committee.

He held no other listed company directorships during the past three financial years.

In accordance with clause 6.1(e) of the Constitution he is required to retire at this Annual General Meeting, and is eligible to offer himself for election under clause 6.1(i). Mr Ling is offering himself for re-election.

The Directors (with Mr Richard Ling absent and not voting) recommend you vote in favour of Resolution 3.

• (a) where the proxy-holder votes in accordance with the directions on the Proxy Form; or

• (b) where the proxy-holder is the person chairing the meeting and votes in accordance with the directions on the Proxy Form to vote as the proxy decides.

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