Carlton Investments : Notice of 2017 AGM and Proxy Form

Notice is hereby given that the Annual General Meeting of the shareholders of Carlton Investments Limited will be held at The Screening Room, State Theatre Building, 49 Market Street, Sydney NSW 2000 on Tuesday, 17 October 2017 at 10.00am (AEDT).

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

1. To receive and consider the financial statements of the Company and its controlled entities (collectively the "Group") for the year ended 30 June 2017 and the related Directors' Report, Directors' Declaration and Audit Report.

   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 2017 (as set out in the 2017 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 Murray E Bleach 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."

4. To renew the Proportional Takeover Provisions in the Company's Constitution

"That the proportional takeover provisions in the form of clauses 55 to (and including) 57 of the Constitution of the Company (as last approved by shareholders) be re-inserted for a further period of three (3) years, with effect from 17 October 2017".

Refer to the attached Explanatory Notes for details on the Proportional Takeover Provisions.

1. 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 11 September 2017 Explanatory Notes

   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.

   Items 3 - Re-election of a director

   Re-election of Murray E Bleach as a director

   Mr Murray E Bleach, is an independent, non-executive director who 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. The appointment of Mr Bleach as a director was confirmed at the 2015 Annual General Meeting.

   A profile of Mr Bleach is included in the 2017 Annual Report and is as follows:

   Mr Murray E Bleach CA, GAICD, BA(Fin), MApFin.

   Mr Bleach is a Member of the Institute of Chartered Accountants in Australia and Graduate of the Australian Institute of Company Directors.

   He has been an independent non executive director since 2014.

   He has had over 30 years' experience in accounting and financial services and also extensive experience in the infrastructure sector. Mr Bleach was previously CEO of Intoll Group.

   Other directorships include Energy Action Ltd, of which he is Chairman, and IFM Investors.

   Item 4 - To renew the Proportional Takeover Provisions in the Company's Constitution

   The Proportional Takeover Provisions set out in clauses 55 to (and including) 57 of the Company's Constitution were adopted by shareholders of the Company at the 2014 Annual General Meeting for a period of three years.

   The Provisions prohibit the registration of transfers of shares acquired under a proportional takeover bid unless a resolution is passed by shareholders approving the bid. As provided in clause 57, the provisions cease to have effect on the third anniversary of their last renewal unless renewed. Accordingly, it is appropriate to consider renewing the Proportional Takeover Provisions by reinserting clause 55 to 57 of the Company's Constitution, in the form last approved by shareholders at the 2014 Annual General Meeting. The relevant clauses of the Company's Constitution currently state as follows:

   "PROPORTIONAL TAKEOVERS

   Prohibition on registration

   Until the expiry of the Takeover Provisions, the Company will not register any transfer not entered on the ASX Settlement Subregister which would give effect to the acceptance of an offer under a proportional takeover ASX scheme under Chapter 6 of the Law unless and until an Approval Resolution is passed or deemed to be passed in accordance with this Constitution.

   Explanatory Notes (cont.) Item 4 - Approval of the Proportional Takeover Provisions for a Further Three Years (cont.)

   Approval of proportional takeovers

2. If an offer is made for the purchase of shares under a proportional takeover scheme, the directors will call a general meeting to pass an Approval Resolution. The general meeting to consider the Approval Resolution will be held at least 14 days before the end of the period for acceptance of the offer under the proportional takeover scheme.

3. The general meeting to consider an Approval Resolution will be convened and conducted in accordance with the requirements of this Constitution and the Relevant Law concerning general meetings.

4. The offeror and any associates of the offeror under the proportional takeover scheme will be prohibited from voting on the Approved Resolution.

5. Subject to the above paragraph, the persons who hold shares included in a class of shares, at the end of the day when the offer was made, in respect of which the offer under the proportional takeover scheme relates, will be entitled to vote on the Approval Resolution.

6. Each person entitled to vote will be entitled to one vote for each share held by the person in the class of shares, at the end of the day when the takeover was made, in respect of which the takeover offer relates.

7. An Approval Resolution will be taken to be passed if the proportion of the number of votes in favour of the resolution to the total number of voters entitled to vote on the resolution is greater than one half. The resolution will be considered to be rejected if not passed.

8. An Approval Resolution will be deemed to be passed in accordance with this Constitution if a vote on the Approval Resolution is not taken before the end of the 15th day before the end of the offer under the proportional takeover scheme.

9. Expiry of Takeover Provisions

   The Takeover Provisions will cease to have effect on the day that is three years after the latter of:

10. the date when the Takeover Provisions first became binding on the Company; or

11. the date when the Takeover Provisions are last renewed by a special resolution of the Company."

What is a Proportional Takeover bid, and why do we need the Proportional Takeover Approval Provisions?

In a Proportional Takeover bid, the bidder offers to buy a proportion only (i.e. less than 100%) of each shareholder's shares in the Company. This means that control of the Company may pass without members having the chance to sell all of their shares to the bidder. It also means that the bidder may take control of the Company without paying an adequate amount for gaining control.

In order to deal with this possibility, the Company may provide in its Constitution that:

• in the event of a Proportional Takeover bid being made for shares in the Company, members are required to vote by ordinary resolution and collectively decide whether to accept or reject the offer; and

• the majority decision of the Company's members will be binding on all individual members.