Hudson Investment : Notice of Annual General Meeting/Proxy Form

NOTICE OF THE

ANNUAL GENERAL MEETING AND

EXPLANATORY STATEMENT

The Annual General Meeting of

Hudson Investment Group Limited ACN 004 683 729 will be held at

Level 5 52 Phillip Street, Sydney NSW at 02.00 pm on 17 May 2022

Notice of the Annual General Meeting of Hudson Investment Group Limited

(ACN 004 683 729)

Notice is hereby given that the 2022 Annual General Meeting of members of Hudson Investment Group Limited ACN 004 683 729 (the Company) will be held at the registered office of the Company, Level 5 52 Phillip Street, Sydney NSW 2000 at 2.00 pm on 17 May 2022.

The Explanatory Statement provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are included in this Notice.

Ordinary Business

• 1. Financial Statements and Reports

  To receive the Company's financial statements and the reports of the Directors and the

• Auditors thereon for the financial year ended 31 December 2021.

• 2. Resolution 1: Ordinary Resolution to approve Remuneration Report

  To consider and, if thought fit, pass the following resolution as a non-binding resolution.

  "That the Directors' Remuneration Report for the year ended 31 December 2021 be and is hereby approved for the purposes of the Corporations Act 2001 (Cth)".

  Note: The Remuneration Report is set out on pages 11 to 13 of the Directors' Report contained in the 2021 Annual Report in accordance with Section 250R(3) of the Corporations Act 2001 (Cth).

  Voting Exclusion Statement

  The company will disregard any votes cast on Resolution 1 (in any capacity, whether as proxy or as shareholder) by any of the following persons:

  • (a) Key Management Personnel; and

  • (b) Closely Related Parties of Key Management Personnel.

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

  • (c) Cast by a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions of the proxy form that specifies how the proxy is to vote on Resolution 1; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above: or

  • (d) Cast by the chair of the Meeting as proxy or attorney appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or

  • (e) Cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

    • • The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and

    • • The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way

• 3. Election of Directors a. Resolution 2: Ordinary resolution to elect John William Farey as a Director To consider, and if thought, fit, pass the following resolution as an ordinary resolution.

  "That John William Farey, retiring in accordance with Article 12.10 of the Company's Constitution, be elected as a director of the Company".

  Note: the qualifications and experience of John William Farey are provided in the 2021 Annual Report.

  b. Resolution 3: Ordinary resolution to elect John Foley as a Director

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

  "That John Foley, retiring in accordance with Article 12.10 of the Company's Constitution, be elected as a director of the Company".

  Note: the qualifications and experience of John Foley are provided in the 2021 Annual Report.

c. Resolution 4: Ordinary resolution to elect Dr Cheng Fong Han as a Director To consider, and if thought, fit, pass the following resolution as an ordinary resolution.

"That Dr Cheng Fong Han, retiring in accordance with Article 12.10 of the Company's Constitution, be elected as a director of the Company".

Note: the qualifications and experience of Dr Cheng Fong Han are provided in the 2021 Annual Report.

d. Resolution 5: Ordinary resolution to elect Wei Huang as a Director

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

"That Wei Huang, retiring in accordance with Article 12.3 of the Company's Constitution, be elected as a director of the Company".

Note: the qualifications and experience of Wei Huang are provided in the 2021 Annual Report.

4.

Other Business

To transact any other business that in accordance with the Company's Constitution and the Corporations Act, may be legally brought before an Annual General Meeting.

Please refer to the Explanatory Statement that accompanies this Notice of Meeting for important information on the resolutions proposed.

The attached Explanatory Statement that forms part of this Notice of Meeting is provided to supply Shareholders with information to enable them to make an informed decision regarding the Resolutions set out in this Notice.

Proxies

Each member has a right to appoint a proxy. A proxy does not have to be a member of the Company.

A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion of number of votes each proxy is appointed to exercise. If such apportionment is not made, each proxy may exercise half of the member's voting rights. Neither proxy is entitled to vote on a

show of hands.

The proxy form must be signed personally by the member or his/her attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with its constitution or the Corporations Act 2001. In the case of joint members, this proxy must be signed by each person personally or by an authorised attorney.

If a proxy is executed by an attorney of a member, the original of the relevant power of attorney or a certified copy of the power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

A form of proxy is attached to this notice of meeting.

To be effective, proxies must be received by the Company at its Registered office at Level 5, 52

Phillip Street Sydney NSW 2000 at least 48 hours before the time appointed for the meeting. A proxy may be sent electronically tocorporate@higl.com.auto be received by the time specified above.

By Order of the Board

Mona Esapournoori Joint Company Secretary 11 April 2022

Explanatory Statement

This Explanatory Statement is intended to provide shareholders of Hudson Investment Group Limited (the Company) with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

The directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

If you have any queries regarding the matters set out in this Explanatory Statement or the preceding Notice of General Meeting, please contact the Company or your professional advisor.

The purpose of this Explanatory Statement is to:

• • provide the Shareholders with information in relation to the resolutions to be put to the Annual General Meeting; and,

• • provide such other information in relation to the resolutions as is prescribed by the ASX Listing Rules and the Corporations Act.

Please note that capitalised words in this Explanatory Statement have a defined meaning which appears in the Glossary.

• 1. Financial Statements and Reports

  The Corporations Act 2001 (Cth) requires the Financial Report, Directors' Report and Auditor's Report for the past financial year to be tabled before the Annual General Meeting, and the Company's Constitution provides for such reports to be received and considered at that meeting. Neither the Corporations Act 2001 (Cth) nor the Company's Constitution requires a vote of shareholders at the Annual General Meeting on such Reports. The Annual General Meeting provides a forum for shareholders to ask questions and make comments on the Company's reports and accounts and on the business and operations of the Company for the year ended 31 December 2021.

  In addition, shareholders may, at the meeting, ask questions of the auditor in relation to the following matters:

  • • the conduct of the audit;

  • • the content of the auditor's report;

  • • the accounting policies adopted by the Company for the preparation of the financial statements; and

  • • the auditor's independence in relation to the above items.

  Shareholders may view the Company's Annual Report on the Company's websitehttps://www.higl.com.au/reports

• 2. Resolution 1 - Adoption of Directors' Remuneration Report

  Pursuant to Section 250R(2) of the Corporations Act 2001 (Cth) a resolution that the Remuneration Report be adopted must be put to a vote at the Company's Annual General Meeting. The vote on this resolution is advisory only and does not bind the directors or the Company. The Remuneration Report is set out in the Company's Year 2021 Annual Report and is also available from the Company's websitehttps://www.higl.com.au/reports

  The Remuneration Report;

  • • describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company's performance;

  • • sets out the remuneration arrangements in place for each director and for certain members of the senior management team; and

  • • explains the differences between the bases for remunerating non-executive directors and senior executives, including the Chief Executive Officer.

  If the Company's Remuneration Report resolution receives "No" votes of 25% or more of votes cast at the meeting the Company's subsequent Remuneration Report will include a report on actions taken by the Board in the Company's next Annual Report. A 'NO' vote of 25% or more was not received at the Company's 2022 Annual General Meeting.

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