Codan : Notice of Annual General Meeting / Proxy Form

Codan Limited

ACN 007 590 605

Notice of Annual General Meeting Explanatory Notes

Date of meeting 25 October 2017 Time of meeting 11.00am

Place of meeting

Codan Limited Technology Parle 2 Second Avenue

MAWSON LAKES SA 5095

This Notice of Annual General Meeting should be read in its entirety.

If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Notice of Annual General Meeting

Codan Limited ACN 007 590 605 (Company) will hold an annual general meeting at Codan Limited, Technology Park, 2 Second Avenue, Mawson Lakes SA 5095, on 25 October 2017 at 11.00am (Adelaide time).

The Explanatory Notes that accompany and form part of this notice of annual general meeting

(Notice) describe the matters to be considered at the meeting.

AGENDA

GENERAL BUSINESS

2017 Financial Statements

To receive, consider and discuss the Company's financial statements and the report of the directors and auditor for the year ended 30 June 2017.

ORDINARY BUSINESS

Resolution 1

Adoption of Remuneration Report

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

"That the remuneration report for the year ended 30 June 2017 be adopted for the purpose of section 250R(2) of the Corporations Act."

Note: Section 250R(3) of the Corporations Act provides that the vote on this resolution is advisory only and does not bind the directors or the Company.

Voting Restriction

In accordance with the Corporations Act, a vote must not be cast on this resolution (and will be taken not to have been cast if cast contrary to this restriction) by or on behalf of a member of the key management personnel, details of whose remuneration are included in the remuneration report, and any closely related party of such a member. However, the member or any closely related party of such a member may vote if:

(a)

it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on

the resolution, or by a person who is the chair of the meeting at which the resolution is voted on and the appointment does not specify the way the proxy is to vote and expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel; and

(b)

it is not cast on behalf of the member or any closely related party of such a member.

Resolution 2 Re-election of Director - Mr James White McDowell

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

"That Mr James White McDowell, a director retiring by rotation in accordance with the Company's constitution and being eligible for re-election, be re-elected as a director of the Company."

Resolution 3 Re-election of Director - Mr Graeme Rodger Crawford Barclay

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

"That Mr Graeme Rodger Crawford Barclay, a director retiring by rotation in accordance with the Company's constitution and being eligible for re-election, be re-elected as a director of the Company."

SPECIAL BUSINESS Resolution 4 Approval of the grant of Performance Rights to Mr Donald McGurk

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

"That, for the purposes of ASX Listing Rule 10.14, approval is given for the grant of 124,524 performance rights to Mr Donald McGurk under the Codan Limited Performance Rights Plan."

Voting Exclusions and Voting Restriction

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Mr Donald McGurk, who is excluded from voting, and an associate of Mr McGurk. However, the Company need not disregard a vote if:

(a)

it is cast by a person as proxy for a person who is entitled to vote, in accordance with the

directions on the proxy form; or

(b)

it is cast by the person 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.

Further, in accordance with the Corporations Act, a vote must not be cast on this resolution (and will

be taken not to have been cast if cast contrary to this restriction) by or on behalf of a member of the key management personnel, and any closely related party of such a member, acting as proxy if their appointment does not specify the way the proxy is to vote on this resolution. However, the member or any closely related party of such a member may vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution or by a person who is the chair of the meeting at which the resolution is voted on and the appointment does not specify the way the proxy is to vote and expressly authorises the chair to exercise the proxy even if the resolution is connected

directly or indirectly with the remuneration of a member of the key management personnel.

Voting and the proxy

For the purpose of determining the voting entitlements at the meeting, the board has determined that shares in the Company will be taken to be held by the registered holders of those shares at

6.30pm (Adelaide time) on 23 October 2017. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

A shareholder who is entitled to attend and cast a vote at the meeting and who wishes to vote on the resolutions contained in this Notice should either attend in person, or appoint a proxy or proxies to attend or vote on the shareholder's behalf. A proxy form is enclosed with this Notice. The proxy or proxies do not need to be a shareholder of the Company. A shareholder that is a body corporate may appoint a representative to attend in accordance with the Corporations Act.

A shareholder entitled to attend and to cast two or more votes is entitled to appoint two proxies. Where two proxies are appointed, each appointment may specify the proportion of the shareholder's voting rights that the proxy may exercise. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes able to be cast by the appointing shareholder.

The proxy form (and any power of attorney under which it is signed) must be received at the address below not later than 11.00am (Adelaide time) on 23 October 2017 (being 48 hours before the commencement of the meeting). Any proxy forms received after that time will not be valid for the meeting.

Completed proxy forms should be sent to the Company's share registrar, Computershare Investor Services Pty Ltd as follows :

By mail: Codan Limited

Cl- Computershare Investor Services Pty Ltd GPO Box 242

MELBOURNE VIC 3001

Australia

By fax:

Codan Limited

Cl- Computershare Investor Services Pty Ltd (within Australia) 1800 783 447

(outside Australia) [phone]

Online: www .investorvote.com .au

Custodian voting: For Intermediary Online subscribers only:

www.intermedia ryonline.com

DATED THIS 21st DAY OF SEPTEMBER 2017 BY ORDER OF THE BOARD

Michael Barton

Company Secretary