Carlton Investments : Notice of 2016 AGM and Proxy Form

• Carlton

Investments

ABN 85 ODO 020 262

Notice is hereby given that the Annual General Meeting of the shareholders of Carlton Investments Limited will be held at The Reel Room, State Theatre Building, 49 Market Street, Sydney NSW 2000 on Tuesday, 18 October 2016 at 10.00am (Sydney time).

The Reel Room is in the basement of the State Theatre Building and can be accessed via the stairs beside the Parlour Lane Roasters Cafe. If lift access is required, please advise staff at the Market Street level door and they will direct you to the lift.

ORDINARY BUSINESS

Annual Report

1. To receive and consider the financial statements of the Company and its controlled entities (collectively the "Group") and the related reports and declarations of the directors and of the auditor for the year ended 30 June 2016.

   To consider and, if thought fit, pass the following as ordinary resolutions: Remuneration Report

2. To adopt the Remuneration Report on pages 10, 11 and 12 of the Annual Report.

   "That the Remuneration Report for the financial year ended 30 June 2016 (as set out in the 2016 Annual Report on pages 10, 11 and 12) be adopted."

   Note: The vote on the proposed resolution in item 2 is advisory only and will not bind the

   directors or the Company, however, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

   Voting Exclusions on Item 2

   Section 250R (4) of the Corporations Act 2001, requires the Company to disregard any votes cast on item 2 (in any capacity) by or on behalf of either a member of the key management personnel, details of whose remuneration are included in the remuneration report; or a closely related party

   of such a member (together "prohibited persons';.

   However, the Company will not disregard a vote if:

   • The prohibited person does so as a proxy appointed by a person who is entitled to vote by writing that specifies how the proxy is to vote on the proposed resolution; or

   • A vote is cast by a Director chairing the Meeting as a proxy for a person entitled to vote and who has given an undirected proxy on the proposed resolution.

Directors

3. To re-elect a director

"That Mr Alan G Rydge being a director who retires by rotation, in accordance with the Company's Constitution, and being eligible, is re-elected as a director of the Company."

Investments

Carlton Investments Limited

ABN 85 000 020 262

Notice of Annual General Meeting (cont.)

OTHER BUSINESS

4. To consider any other business that may be brought forward in accordance with the Constitution and the Corporations Act 2001.

By order of the Board

Peter Horton Company Secretary 15 September 2016

Investments

ABN 85 000 020 262

These Explanatory Notes form part of the Notice of Meeting and are intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions.

Item 3 - Re-election of a director

Re-election of Alan G Rydge as a director

Mr Alan G Rydge, a non-executive director, retires by rotation in accordance with the Company's Constitution. Clauses 108(a) and (c) of the Company's Constitution states that a director will not hold office (without re-election) past the third annual general meeting following the director's appointment or three years, whichever is longer. A director who retires or whose office is vacated under the

Constitution is eligible for re-election to the Board except as expressly provided in the Constitution. Mr Rydge was last re-elected at the 2013 Annual General Meeting.

A profile of Mr Rydge is included in the 2016 Annual Report and is as follows:

Mr Alan G Rydge

Mr Rydge has been the Chairman of the Board since 1980 and is a non executive director.

He has had broad experience as a director of various listed and private entities and was formerly Deputy Chairman of Australia Post.

Mr Rydge has been a director (since 1978) and Chairman (since 1980) of Event Hospitality & Entertainment Limited (formerly known as Amalgamated Holdings Limited). He is also a director of Enbeear Pty Limited, Alphoeb Pty Limited, and Aygeear Ply Limited.

Carlton Investments Limited

ABN 85 000 020 262

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Lodge your vote:

Online:

www.investorvote.com.au

t8J By Mail:

Computershare Investor Services Pty Limited

GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505

(outside Australia) +61 3 9415 4000

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Proxy Form xx

,llSFor your vote to be effective it must be received by 10.00am (Sydney time) on Sunday, 16 October 2016

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How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointi ng a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre. com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,

or turn over to complete the form

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