ASX release: Notice of AGM 2017

Contents of this Notice

Section

Important Dates

Deadline for return of Proxy Forms: 10:30 am, Melbourne time on 16 December 2017 Voting Entitlement date: 7:00 pm, Melbourne time on 16 December 2017

Date and time of Meeting: 10.30 am Melbourne time on 18 December 2017

Meeting Procedure

The Meeting will be conducted by the Chairperson, subject to the discretion of the Chairperson to adjourn or reconvene the Meeting. Each Resolution will be voted on separately.

Share Registry Details

GPO Box 242

Melbourne VIC 3001

T: 1300 652 721

F: 1800 783 447

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the Shareholders of Asian American Medical Group Limited will be held at The Business Centre, Collins Square, Level 6, Tower 2, 727 Collins Street, Melbourne, Victoria on Monday, 18 December 2017 at 10:30 am (Melbourne time). Attached to and forming part of this Notice of Meeting is an Explanatory Statement, that provides Shareholders with background information and further details to assist you in understanding the reasons for and the effect of the Resolutions if approved.

This information is presented in accordance with the regulatory requirements of the Corporations Act.

If you are unable to attend the Meeting, you are requested to complete the Proxy Form enclosed with this Notice. The entitlement for Shareholders to vote at the Meeting will be determined by reference to those persons on the register of Shareholders as at 7.00 pm Melbourne time on 16 December 2017. The Proxy Form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company, at least 48 hours before the time for holding the Meeting (being no later than 10.30 am Melbourne time on 16 December 2017) at the Company's share registry, Computershare Investor Services:

 Custodian

 By Fax

 By Mail

For Intermediary Online subscribers (Custodians) please visit www.intermediaryonline.com to submit your voting intentions.

1800 783 447 (within Australia)

+61 3 9473 2555 (outside Australia)

Computershare Investor Services Pty Limited GPO Box 242

Melbourne VIC 3001

A number of defined terms are used in the Notice of Meeting. These terms are contained in the Explanatory Statement and the Proxy Form.

1. DISCUSSION OF FINANCIAL STATEMENTS

   To receive and consider the financial report, the Director's report and the Auditor's report for the year ended 31 August 2017.

   Each year, we are required to communicate information to Shareholders, including Annual Reports, notices of Meetings and other advices. The Corporations Legislation Amendment (Simpler Regulatory System) Act 2007 provides us with the ability to make the annual financial report available on a website and provide a hard copy of the Annual Report only to those Shareholders who elect to receive them in that form, subject to certain administrative requirements. We have made the Annual Report available online and it can be accessed at: www.aamg.co/investor-relations/financial-info.

2. ADOPTION OF REMUNERATION REPORT

   To consider and if thought fit to pass the following as an ordinary Resolution:

   "That the Remuneration Report, as set out in the Director's Report for the Company and its controlled entities for the financial year ended 31 August 2017, be adopted".

   Voting exclusion statement

   The Company will disregard any votes cast (in any capacity) in respect of Resolution 2 by Key Management Personnel or their Closely Related Parties (or any person voting on their behalf). However, the Company will not disregard a vote on Resolution 2 if:

3. it is cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy form; or

4. it is cast by the Chairman of the meeting as proxy for a member who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. A person appointed as proxy must not vote on Resolution 2 on the basis of that appointment if:

   • that person is either a member of the Key Management Personnel or a Closely Related Party of such a member; and

   • the appointment does not specify how the proxy is to vote on the proposed Resolution,

     unless the person appointed is the Chair of the Meeting and the appointment expressly authorised the Chair to exercise the proxy even if the proposed Resolution is connected directly or indirectly with the remuneration of the Key Management Personnel of the Company.

     Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

6. RE-ELECTION OF DIRECTOR - Mr Evgeny Tugolukov

   To consider and if thought fit to pass the following Resolution as an ordinary Resolution:

   "That Mr Evgeny Tugolukov, who retires in accordance with the Company's Constitution and the ASX Listing Rules, be re-elected as a director of the Company."

7. RE-ELECTION OF DIRECTOR - Mr Paul Vui Yung Lee

   To consider and if thought fit to pass the following Resolution as an ordinary Resolution:

   "That Mr Paul Vui Yung Lee, who retires in accordance with the Company's Constitution and the ASX Listing Rules, be re-elected a director of the Company."

8. APPROVAL FOR PROPOSED ACQUSITION FROM RELATED PARTY OF DIRECTOR, DATO' DR KAI CHAH TAN, INCLUDING THE ISSUE OF SHARES BY THE COMPANY

9. To consider and if thought fit to pass the following Resolution as an ordinary Resolution:

   "That for the purposes of ASX Listing Rules 10.1 and 10.11, and for all other purposes approval is given for the acquisition by the Company (via its subsidiary Million Health Ventures Pte Ltd (Company No. 201620757D) (MHV)) of a 95.1% interest in Hippocrates Development Sdn Bhd (Company No. 1237949-A) (HD Company), a company which is a related party of a Director, Dato' Dr Kai Chah Tan, in accordance with the Subscription Agreement between MHV, HD Company and Dato' Dr Kai Chah Tan dated 20 October 2017 (Proposed Acquisition), including the issue of Shares to the Land Vendor by the Company as part consideration, and on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion Statement for Resolution 5

   In accordance with ASX Listing Rules 10.10.1 and 10.13.6, the Company will disregard any votes cast on Resolution 5 by:

10. Dato' Dr Kai Chah Tan or any party to the transaction;

11. any person who is to receive securities in relation to the Company; and

12. any associate of those persons,

(each of whom will be a 'Prohibited Person').

However, the Company will not disregard a vote if:

• it is cast by a Prohibited Person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by a Prohibited Person who is chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.