Villa World : 22 Sep 2017 - Despatch of Notice of Meeting/Proxy Form

22 September 2017

Despatch of Notice of Meeting/Proxy Form

In accordance with Listing Rule 3.17, the Company advises that the following documents were despatched to shareholders today:

• Notice of Annual General Meeting ("AGM") and Proxy Form as attached to this announcement; and

• 2017 Annual Report for those holders who elected to receive a paper copy of the Annual Report.

These documents are available on the Company's website at: http://www.villaworld.com.aub/investor- centre/asx-announcements.

The AGM will be held on Tuesday, 24 October 2017, Meeting Room 9 at the Gold Coast Convention and Exhibition Centre, Cnr Gold Coast Highway & TE Peters Drive, Broadbeach Queensland commencing at 10.00am (Queensland time).

For enquiries: Bradley Scale Company Secretary Tel: (07) 5588 8888

securityholder@villaworld.com.au

VILLA WORLD LIMITED

NOTICE OF 2017 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

HOW TO GET THERE

CONTENTS

The 2017 Annual General Meeting of Villa World Limited will be held on Tuesday, 24 October 2017 commencing at 10.00am (Queensland time) in Meeting Room 9 at the Gold Coast Convention and Exhibition Centre,

Cnr Gold Coast Highway & TE Peters Drive, Broadbeach Queensland. A map and directions are set out below.

AIR

The Gold Coast Airport is just 20 minutes south of the Gold Coast Convention and Exhibition Centre with regular flights from all capital cities and some Queensland regional centres. Regular bus and shuttle services are available from Gold Coast Airport to Broadbeach. For further information please visit www.goldcoastairport.com.au.

ROAD

When traveling southbound from Brisbane (78km) take the Broadbeach Motorway Exit and follow the directions to Broadbeach. Just after the Pacific Fair Shopping Centre turn left at the next set of lights. This will bring you out onto the Gold Coast Highway. The Gold Coast Convention and Exhibition Centre is situated on the corner of the next street, just after The Star Gold Coast.

PUBLIC TRANSPORT

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A

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PEERLESS

SUNBR

ALEXANDRA AV

MARGARET AV

PHILIP AV

ANNE

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GEORGE

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MARY AV

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BURLEIGH

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BEACH

BVD

Local bus, coach, taxi and limousine companies operate regular services to all major attractions, hotel and shopping centres. To get to and from the Brisbane Airport, the closest train station is called Nerang. It is about 15 minutes by taxi or you can also catch a Surfside bus. There is a bus stop directly in front of the Gold

Coast Convention and Exhibition Centre on the Gold Coast Highway. There are also taxi and limousine ranks at the main entrance. You can also access the rail line to Brisbane via a bus from The Star Gold Coast.

G:LINK LIGHT RAIL

The Gold Coast's G:link light rail system is a 13- kilometre corridor connecting Griffith University to Broadbeach, passing through the key activity centres

of Surfers Paradise and Southport. The service provides an easily-accessible and affordable transport option for patrons and guests, with the Broadbeach North Station conveniently located just metres from the Gold Coast Convention and Exhibition Centre's main entrance.

Services run 7-days a week, approximately every 10 to 15 minutes. To plan your journey visit www.translink.com.au.

PARKING AT THE GCCEC

The Gold Coast Convention and Exhibition Centre's

car park entrance is at the northern end of the building, accessible from traffic lights off the Gold Coast Highway and the main driveway off TE Peters Drive.

Undercover car spaces are available for short-term parking. A $12 inclusive of GST flat rate is charged for car parking at the centre. There are five conveniently located automatic pay stations in the car park so

you can easily pre-pay prior to exiting. Pay stations accept all coins (except 5c), $5 $10 & $20 notes, Visa/ MasterCard, and they provide change.

CHAIRMAN'S LETTER 2

NOTICE OF MEETING 3

Ordinary business 3

Special business 3

Voting Exclusion Statement 3

Notes relating to voting 4

EXPLANATORY MEMORANDUM 6

Explanatory notes to ordinary business 6

Item 1 - Annual Report 6

Item 2 - Remuneration Report 6

Item 3 - Re-election of directors 6

Explanatory notes to special business 7

Item 4 - Grant of Performance Rights to the

Chief Executive Officer & Managing Director 7

GLOSSARY 11

CORPORATE DIRECTORY 13

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RYLEE ST

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OASIS SHOPPING

CENTRE

PACIFIC FAIR DR

BROADBEACHMALL

ELIZABETH AV

CHELSEA

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BRITTANIA

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AUSTRALIA

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QUEENSLAND

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ALBERT AV

GENOA ST

MONTE CARLO AV

FIRST AV

SECOND AV

AV

ARMRICK

ST KILDAAV

ROSEWOOD AV

MONACO ST

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T E PETERS

SURF PDE

MAIN PL

BURLEIGH RD

OLD

FEDERATION AV

SURF

JUBILEE AV

SURF PD

BEACH PD

P

CONRAD JUPITERS

DEAUX

PD

MELODY ST

PACIFIC FAIR SHOPPING CENTRE

KEY

MIAMI

REBECCA CT

KARINA CR

SAVOY DR

LAKELAND KEY

HAVANA KEY

EADY AVE

ALLAMBI AV

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ANGA AV

IA AV

GALA DR

LOTUS KEY

RIMAC BLV

Waterline - Thornlands

CHAIRMAN'S LETTER

NOTICE OF MEETING

Dear Shareholder

It is my pleasure to invite you to attend the 2017 Annual General Meeting of Villa World Limited. The formal Notice of Meeting and Explanatory Memorandum (Notice Material), accompany this letter.

The Meeting will be held at Meeting Room 9, Gold

Coast Convention and Exhibition Centre, Cnr Gold Coast Highway & TE Peters Drive, Broadbeach on Tuesday, 24 October 2017, commencing at 10.00am. Please refer to the "How to Get There" information sheet, for details of the venue, a map and transport options. Registration will be available from 9.00am.

The Meeting is an opportunity for shareholders to share their views directly with the Board and Executive team, and to hear from Board members about this years' performance, as well as plans for the future.

The Board recognises the importance of ensuring that all shareholders are provided with an opportunity to vote on resolutions, and are given a voice proportionate to their ownership. This year, the Board has determined that rather than voting being decided on a show of hands by those present at the meeting, voting will be conducted

by way of a poll for all resolutions. This better reflects the wishes of shareholders who attend the Meeting as well as those voting by proxy. Further details of the polling procedure will be explained at the Meeting.

A voting/proxy form is included in the Notice Material. The voting/proxy form contains a barcode to assist with the registration process at the Meeting. If you attend the Meeting, please bring this barcoded voting/proxy form with you. If you are not attending the Meeting, the voting/proxy form allows you to either lodge your vote directly or appoint a proxy to vote on your behalf. Please refer to the Notice Material for more information.

If you cannot attend the Meeting, but would like to submit questions on any shareholder matters that may be relevant to the Meeting, you can do so in one of the following ways:

• through the online voting platform, details of which are included in the voting/proxy form;

• by email to info@villaworld.com.au; or

• submit your questions in writing when returning the voting/proxy form.

  While time may not permit me to address all the questions submitted, I will try, during the course of the Meeting, to address the more frequently raised shareholder matters.

  The Notice of Meeting commences on page 3, listing the items to be considered at the Meeting. Background information on those items is contained in the

  Explanatory Memorandum which commences on page 6.

  The Board and Executive team invite shareholders to join them for refreshments to be served at the conclusion of the Meeting.

  Yours sincerely

  Mark Jewell

  Chairman

  Notice is given that the Annual General Meeting of members of Villa World Limited ACN 117 546 326 (Villa World) will be held at:

  Time: 10.00am (Queensland time)

  Date: Tuesday, 24 October 2017

  Place: Meeting Room 9, Gold Coast Convention and Exhibition Centre, Cnr Gold Coast Highway & TE Peters Drive, Broadbeach Queensland 4218

  IMPORTANT NOTES

• Registration will commence at 9.00am.

• Discussion will take place on all items of business set out below.

• The Explanatory Memorandum provides further information relating to the items of business.

• Certain terms (such as capitalised terms and abbreviations) in this Notice of Meeting and the Explanatory Memorandum are defined in the Glossary at page 11.

• As explained in the 'voting exclusion statement' on pages 3 and 4, certain Shareholders are excluded from voting in relation to particular resolutions and Villa World must disregard any votes cast by those Shareholders. Please do not vote if your vote must be disregarded.

• ORDINARY BUSINESS

  Item 1 - Annual Report

  To receive and consider the Financial Report, the Directors' Report and the Auditor's Report of Villa World for the financial year ended 30 June 2017.

  Item 2 - Adoption of Remuneration Report

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

  "To adopt the Remuneration Report of Villa World for the financial year ended 30 June 2017."

  Item 3 - (a) Re-election of Director - Mark Jewell

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

  "That Mr Mark Jewell, a director of Villa World retiring in accordance with the Constitution, is re-elected as a director of Villa World."

  Item 3 - (b) Re-election of Director - David Rennick

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

  "That Mr David Rennick, a director of Villa World retiring in accordance with the Constitution, is re-elected as a director of Villa World."

  SPECIAL BUSINESS

  Item 4 - Grant of Performance Rights to the Chief Executive Officer & Managing Director

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

  "That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the grant of 383,699 performance rights to Mr Craig Treasure, the Chief Executive Officer & Managing Director, in

  relation to the FY18 grant under the Villa World Limited Executive Long Term Incentive Plan, on the terms summarised in the Explanatory Memorandum".

  VOTING EXCLUSION STATEMENT

  Item 2

  Villa World will disregard any votes cast on Item 2 by, or on behalf of:

• a member, or former member, of its Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• their Closely Related Parties, unless the vote is cast by:

• the person as proxy for a person who is entitled to vote on the resolution proposed under Item 2, in accordance with the directions on the proxy form; or

• the person chairing the Meeting as proxy for a person who is entitled to vote on the resolution proposed under Item 2, in accordance with a proper direction on the proxy form.

Item 4

Villa World will disregard any votes cast on Item 4 by, or on behalf of, any director of Villa World (except a director who is ineligible to participate in any employee incentive scheme) and any associates of those persons.

2 VILLA WORLD LIMITED NOTICE OF 2017 ANNUAL GENERAL MEETING & EXPLANATORY MEMORANDUM