Silver Chef : Notice of Annual General Meeting/Proxy Form

‌‌‌‌‌

ACN 011 045 828

Notice of 2016 Annual General Meeting and Explanatory Memorandum‌‌‌‌‌‌‌‌

Meeting to be held: Thursday 3 November 2016 at 10.30am‌

Definitions

A number of capitalised terms are used throughout this Notice of Annual General Meeting and Explanatory Memorandum. Except to the extent the context otherwise requires:

Notice of Annual General Meeting

Silver Chef Limited ACN 011 045 828

Notice is given that the Annual General Meeting of Silver Chef Limited ACN 011 045 828 (Company) will be held at:

McCullough Robertson Lawyers, Level 11, Central Plaza Two, 66 Eagle Street, Brisbane

Thursday 3 November 2016

10.30am (Brisbane time)

To receive and consider the Company's financial reports and the reports of the Directors and the auditor for the financial year ended 30 June 2016.

To consider and, if in favour, to pass the following resolution:

'That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report of the Directors for the financial year ended 30 June 2016 be adopted.'

Notes

This resolution will be decided as if it were an ordinary resolution but under section 250R(3) of the Corporations Act the vote on this resolution is advisory only and does not bind the Directors or the Company.

Votes must not be cast on this resolution (in any capacity) by or on behalf of members of key management personnel (KMP) details of whose remuneration are included in the remuneration report or their closely related parties. Refer to note 6 below for further information.

To consider and, if in favour, to pass the following resolution as an ordinary resolution:

'That, for the purposes of rule 19.3 of the Constitution and for all other purposes, Ms Sophie Mitchell, who retires by rotation, and being eligible, be re-elected as a Director of the Company.'

To consider and, if in favour, to pass the following resolution as an ordinary resolution:

'That, for the purposes of rule 19.3 of the Constitution and for all other purposes, Mr Andrew Kemp, who retires by rotation and being eligible, be re-elected as a Director of the Company.'

To consider and, if in favour, to pass the following resolution as an ordinary resolution:

'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the previous issue of 611,112 fully paid ordinary shares to institutional and sophisticated investors by way of a placement on 1 October 2015 (Placement #1 ) as detailed in the Explanatory Memorandum.'

Voting exclusion statement

Under Listing Rule 14.11, the Company will disregard any votes cast on this resolution by any person who participated in the Placement or their associate.

However, the Company need not disregard a vote if it is cast by:

1. a person as proxy for a person who is entitled to vote, under the directions on the proxy voting form; or

2. the person chairing the meeting as proxy for a person who is entitled to vote, under a direction on the proxy form to vote as the proxy decides.

To consider and, if in favour, to pass the following resolution as an ordinary resolution:

'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the previous issue of 737,892 fully paid ordinary shares to institutional and sophisticated investors by way of a placement on 16 September 2016 (Placement #2 ) as detailed in the Explanatory Memorandum.'

Under Listing Rule 14.11, the Company will disregard any votes cast on this resolution by any person who participated in the Placement or their associate.

However, the Company need not disregard a vote if it is cast by:

1. a person as proxy for a person who is entitled to vote, under the directions on the proxy voting form; or

2. the person chairing the meeting as proxy for a person who is entitled to vote, under a direction on the proxy to vote as the proxy decides.