Avjennings : Notice of Annual General Meeting and Proxy Form Opens in a new Window

Notice is hereby given that the Annual General Meeting of AVJennings Limited will be held at Metropol Meeting Room 4, Level 3, Crown Metropol Melbourne, 8 Whiteman Street, Southbank Vic 3006 Australia, at 10.00 a.m. (AEDT) on Wednesday, 22 November 2017.

1. Financial Statements and Reports

   To receive and consider the Financial Report, together with the Directors' Report and Auditors' Report for the year ended 30 June 2017.

2. Remuneration Report

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

   That the Remuneration Report as set out in the Directors' Report for the year ended 30 June 2017 be adopted. The vote on this resolution is advisory only and does not bind the Directors or the Company.

   Voting Exclusion Statement

   The Corporations Act 2001 (Corporations Act) restricts members of Key Management Personnel (KMP) and their closely related parties from voting in relation to item 2 in certain circumstances.

   The Company will disregard any votes cast (in any capacity) on the proposed resolution in item 2 by or on behalf of:

   • Members of the KMP (being the Directors and the other KMP as disclosed in the Remuneration Report); and

   • Closely related parties of those persons (such as close family members and any companies controlled by those persons)

     unless the vote is cast as proxy for a person who is entitled to vote, and:

   • The vote is cast in accordance with a direction on the proxy form; or

   • By the Chairman of the meeting pursuant to an express authorisation to exercise the proxy, notwithstanding that the resolution is connected with the remuneration of KMP.

     Please refer to the information in item 3 overleaf.

3. Election of Directors

To consider and if thought fit, pass each of the following as a separate ordinary resolution of the Company:

3(a) That Mr Bobby Chin, a Director retiring by rotation in accordance with the Company's constitution and being eligible for re-election, be re-elected as a Director.

3(b) That Mr Teck Poh Lai, a Director retiring by rotation in accordance with the Company's constitution and being eligible for re-election, be re-elected as a Director.

3(c) That Mr Boon Leong Tan, who was appointed a Director since the last Annual General Meeting, be elected as a Director. Mr Tan retires from office at the Annual General Meeting in accordance with rule 72(2) of the Company's Constitution and being eligible, offers himself for election as a Director.

Shareholders are referred to the Explanatory Notes accompanying and forming part of this Notice of Meeting. By Order of the Board

Carl Thompson Company Secretary 20 October 2017

The following information forms part of this Notice of Meeting.

1. Specified Time for Determining Voting Entitlements:

   For the purposes of the meeting, the Board has determined that shares will be taken to be held by the person who is the registered holder of the shares as at 7.00pm (AEDT) on Monday, 20 November 2017. Transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

2. Information on Proxies:

   A proxy form accompanies this notice.

   Please note that a shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy. The proxy may be an individual or a body corporate. A proxy need not be a shareholder of the Company.

   A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions).

   For an appointment of a proxy to be effective, the form appointing the proxy and, if the form is signed by the appointor's attorney, the authority under which the form is signed (or a certified copy of the authority) must be received at the following address or by facsimile or electronic means at least 48 hours prior to the meeting at which the proxy intends to vote:

   By Mail: Locked Bag A14, Sydney South NSW 1235, Australia Online: www.linkmarketservices.com.au

   Log in using the holding details as shown on the Proxy Form.

   By facsimile: +61 2 9287 0309

   In Person: Share Registry - Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000, Australia, during business hours.

3. Voting Exclusion:

   If a shareholder appoints a KMP (which includes each of the Directors) as proxy, the KMP will not be able to cast the shareholder's votes on item 2 unless the shareholder directs the KMP how to vote or the Chairman of the meeting is the shareholder's proxy. If a shareholder appoints the Chairman of the meeting as their proxy or the Chairman of the meeting is appointed as the shareholder's proxy by default, and the shareholder does not mark a voting box for item 2, then by signing and returning the Proxy Form the shareholder will be expressly authorising the Chairman of the meeting to exercise the proxy in respect of item 2 even though item 2 is connected with the remuneration of KMP, which includes the Chairman.

4. How the Chairman will vote available proxies:

   The Chairman of the meeting intends to vote all available proxies in favour of the resolutions set out in this Notice.

5. Default to the Chairman:

Any directed proxies that are not voted on a poll at the meeting will automatically default to the Chairman of the meeting, who is required to vote proxies as directed.

These Explanatory Notes are intended to provide shareholders of the Company with information on the resolutions contained in the accompanying Notice of Annual General Meeting. The Directors recommend that shareholders read these Explanatory Notes in full before making any decision in relation to the Resolutions.

The Australian Corporations Act 2001 (Corporations Act) requires the Company to lay its Financial Report and the reports of the Directors and Auditor for the last financial year before the Annual General Meeting.

No resolution is required for this item, but shareholders will be given the opportunity to ask questions and to make comments on the reports and the management and performance of the Company.

The Company's Auditor will be present at the meeting and shareholders will be given the opportunity to ask the Auditor questions about the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company and the independence of the Auditor.

The Remuneration Report of the Company for the financial year ended 30 June 2017 is set out on pages 17 to 24 of the Company's 2017 Annual Report, which is also available on the Company's website at www.avjennings.com.au.

The Remuneration Report sets out the Company's remuneration arrangements for Directors and certain executives who together constitute Key Management Personnel.

The Chair of the meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the Remuneration Report at the meeting. In addition, the Corporations Act requires that shareholders be asked to vote on the Remuneration Report. The Board recommends that shareholders vote in favour of the resolution.

Subject to the voting exclusion statement relating to this resolution as set out in the Notice of Meeting, the Chair of the meeting intends to vote undirected proxies in favour of the resolution.

The Corporations Act provides that the vote on this resolution is of an advisory nature only and does not bind the Company or its Directors.

Two Directors, Messrs Bobby Chin and Teck Poh Lai retire by rotation at this Annual General Meeting and seek re- election. A third Director, Mr Boon Leong Tan, who was appointed a Director during the year, retires from office at the Annual General Meeting and being eligible, offers himself for election as a Director pursuant to Clause 72(2) of the Company's Constitution. A profile of each Director follows.

Mr Chin has been a Director of the Company since 18 October 2005. He is Chairman of the Audit Committee.

Mr Chin is currently the Chairman of NTUC Fairprice Co-operative Ltd, NTUC Fairprice Foundation Ltd and the Housing

& Development Board. He is the Deputy Chairman of NTUC Enterprise Co-operative Ltd and a Director of Singapore Labour Foundation. He serves as a member of the Singapore Council of Presidential Advisers. Mr Chin served 31 years with KPMG Singapore and was its Managing Partner from 1992 until September 2005. He is an Associate Member of the Institute of Chartered Accountants in England and Wales. Resident of Singapore.

Mr Chin has been a valuable member of the Board and has made significant and constructive contributions to the Board and the Company during his years of service as a Director and as a member of the Audit Committee. The other members of the Board unanimously support the re-election of Mr Chin and recommend that shareholders vote in favour of the resolution.

Mr Lai has been a Director of the Company since 18 November 2011. He is a member of the Audit, Remuneration and Investments Committees.

Mr Lai has been a career banker since the late 1960s. He joined Citibank Singapore in April 1968, rising through the ranks to become Vice President and Head of the Corporate Banking Division. During his time with Citibank, Mr Lai undertook international assignments with Citibank in Jakarta, New York and London. His last position with Citigroup was as Managing Director of Citicorp Investment Banking Singapore Ltd (Corporate Finance and Capital Market Activities) from 1986 to 1987.

Mr Lai joined Oversea-Chinese Banking Corporation (OCBC) in January 1988 as Executive Vice President and Division Head of Corporate Banking. He moved on to various other senior management positions in OCBC, such as Head of Information Technology and Central Operations and Risk Management. He was head of Group Audit prior to retiring in April 2010. Resident of Singapore.

Mr Lai has been a valuable member of the Board and has made significant and constructive contributions to the Board and the Company during his years of service as a Director and as a member of the various Board sub-committees. The other members of the Board unanimously support the re-election of Mr Lai and recommend that shareholders vote in favour of the resolution.

Mr Tan has been a Director of the Company since 9 June 2017. He is a member of the Investments Committee.

Mr Tan has over 35 years of experience in real estate investment and asset management. He is a non-executive Director of SC Global Developments Pte Ltd., the Company's parent entity.

Mr Tan last held the position of Group Chief Operating Officer cum Chief Executive Officer (Singapore Investments) in Mapletree Investments Pte Ltd, a real estate company wholly-owned by Temasek Holdings (Private) Limited. During his service in Mapletree Investments from 2003 to 2010, the company's assets under management grew from US$2 billion to US$10 billion with no equity injections from shareholders.

Prior to his career in Mapletree Investments, Mr Tan served in Temasek Holdings (Private) Limited from 1995 to 2003 and held the position of Managing Director (Strategic Investments). His portfolio included Temasek Holdings' investments in real estate in Asia and Australia. His eight year career in Temasek Holdings included stints in venture capital investments in the IT sector, infrastructure investments in the energy and transportation sectors, and investments in financial services.

Mr Tan had also served in the Inland Revenue Authority of Singapore (IRAS) from 1975 to 1995 where he last held the position of Tax Director in the Superscale grade. In IRAS, he handled property taxation, real estate valuation and government land policy formulation & implementation. Resident of Singapore.

The other Directors believe that Mr Tan will bring invaluable commercial, industry and financial expertise to the Company, as it refines its business and financial models to meet the challenges that lie ahead. They unanimously support the election of Mr Tan as a Director and recommend that shareholders vote in favour of the resolution.