DuluxGroup : 2016 Annual General Meeting - Notice of Meeting

DuluxGroup Limited

ABN 42 133 404 065

Registered Office: 1956 Dandenong Road

Clayton Victoria 3168 Australia

Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of DuluxGroup Limited ('the Company') will be held at DuluxGroup's Head Office at 1956 Dandenong Road, Clayton, Victoria 3168 on Wednesday, 14 December 2016, at 10:30am. ITEMS OF BUSINESS

1. Financial Report, Directors' Report and Auditor's Report

   To receive and consider the financial report, directors' report and auditor's report for the year ended 30 September 2016.

2. Election and Re-election of Directors

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

3. "That Mr Graeme Liebelt be elected as a Director."

4. "That Mr Andrew Larke be re-elected as a Director."

   Details of the persons seeking election and re-election are set out in the Explanatory Notes to this Notice of Meeting.

5. Adoption of Remuneration Report

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

   "To adopt the Remuneration Report for the year ended 30 September 2016." The Remuneration Report is set out in the Annual Report.

   A voting exclusion statement applies to this resolution.

6. Allocation of shares under the Long Term Equity Incentive Plan 2016 offer

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

7. "That approval be given for the purposes of ASX Listing Rule 10.14 and for all other purposes to the allocation of shares in DuluxGroup Limited to the Managing Director and Chief Executive Officer, Mr Patrick Houlihan under the Company's Long Term Equity Incentive Plan 2016 offer, on the terms summarised in the Explanatory Notes to this Notice of Meeting."

8. "That approval be given for the purposes of ASX Listing Rule 10.14 and for all other purposes to the allocation of shares in DuluxGroup Limited to the Chief Financial Officer and Executive Director, Mr Stuart Boxer under the Company's Long Term Equity Incentive Plan 2016 offer, on the terms summarised in the Explanatory Notes to this Notice of Meeting."

   A voting exclusion statement applies to these resolutions.

9. Renewal of approval of leaving entitlements under the Long Term Equity Incentive Plan

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

   "That for a period of 3 years commencing from the date this resolution is passed, approval be given for all purposes, including Part 2D.2 of the Corporations Act, for the giving of benefits to any current and future person holding a managerial or executive office in the Company or a related body corporate under the Company's Long Term Equity Incentive Plan in connection with that person ceasing to hold that office on the terms summarised in the Explanatory Notes to this Notice of Meeting."

   A voting exclusion statement applies to this resolution.

10. Grant of share rights to Non-Executive Directors under the Sacrifice Share Acquisition Plan

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

    "That approval is given for the purposes of ASX Listing Rule 10.14 and for all other purposes for the grant of rights to acquire shares to Non-Executive Directors of the Company under the Sacrifice Share Acquisition Plan on the terms summarised in the Explanatory Notes to this Notice of Meeting."

    A voting exclusion statement applies to this resolution.

11. Increase to Non-Executive Director maximum aggregate fees

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

"That for the purposes of ASX Listing Rule 10.17 and Rule 8.3(a) of the Company's constitution, approval be given to increase the maximum aggregate amount of remuneration which may be paid to Non-Executive Directors for their services as Directors in any year by an amount of $150,000 to $1,800,000 per annum."

A voting exclusion statement applies to this resolution.

The Explanatory Notes and the Notes on voting that accompanying this Notice form part of this Notice of Meeting.

By order of the Board Simon Black Company Secretary 11 November 2016 Voting exclusion statements

Voting exclusion statement - item 3:

In accordance with the Corporations Act 2001 (Cth) (Corporations Act) the Company will disregard any votes cast on item 3:

• by or on behalf of any member of the Company's key management personnel

  (as disclosed in the Remuneration Report for the year ended 30 September 2016) or their closely related parties (regardless of the capacity in which the vote is cast); or

• as a proxy by a member of the Company's key management personnel at the date of the meeting or their closely related parties,

  unless the vote is cast as proxy for a person entitled to vote on item 3:

• in accordance with the directions on the proxy form; or

• by the Chairman of the Meeting, in accordance with an express authorisation in the proxy form to exercise the proxy even though item 3 is connected with the remuneration of the key management personnel.

  Voting exclusion statement - item 4:

  In accordance with the ASX Listing Rules and the Corporations Act, the Company will disregard any votes cast on item 4:

• by or on behalf of Mr Houlihan and Mr Boxer or their associates (regardless of the capacity in which the vote is cast); or

• as a proxy by a member of the Company's key management personnel at the date of the meeting or their closely related parties,

  unless the vote is cast as proxy for a person entitled to vote on the item:

• in accordance with the directions on the proxy form; or

• by the Chairman of the Meeting in accordance with an express authorisation in the proxy form to exercise the proxy even though the relevant resolution is connected with the remuneration of the key management personnel.

Voting exclusion statement - item 5:

If any shareholder is an employee or Director of the Company or a related body corporate, then that shareholder (and their associates) should not vote on item 5 if they wish to preserve their ability to receive benefits under this approval.