GTN : Notice of Annual General Meeting/Proxy Form Opens in a new Window

8 October 2019

Dear Shareholder,

On behalf of the Directors of GTN Limited (GTN) I am pleased to invite you to attend the 2019 Annual General Meeting (AGM) of GTN. Enclosed is the Notice of Meeting setting out the business of the AGM.

GTN's 2019 AGM will be held on Thursday, 14 November 2019 commencing at 10:00am (Sydney time) at the Vibe Hotel, 171 Pacific Hwy, North Sydney NSW 2060.

If you are attending the AGM, please bring your Proxy Form with you to facilitate a faster registration. If you are unable to attend the AGM, I encourage you to complete and return the enclosed Proxy Form no later than 10:00am (Sydney time) on Tuesday, 12 November 2019 in one of the ways specified in the Notice of Meeting and Proxy Form.

I also encourage you to read the enclosed Notice of Meeting (including the Explanatory Memorandum) and the Proxy Form and consider directing your proxy how to vote on each resolution by marking either the "For" box, the "Against" box or the "Abstain" box on the Proxy Form.

Subject to the abstentions noted in the Explanatory Memorandum, the Directors of GTN unanimously recommend that shareholders vote in favour of all resolutions.

Thank you for your continued support of GTN and I look forward to your attendance and the opportunity to meet with you.

Yours faithfully,

Robert Loewenthal

Chairman

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GTN LIMITED

ACN 606 841 801

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting (AGM or the Meeting) of shareholders of GTN Limited (GTN or the Company) will be held:

Date:	Thursday, 14 November 2019
Time:	10:00am (Sydney time)
Venue:	Vibe Hotel
	171 Pacific Hwy
	North Sydney NSW 2060

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum, Entitlement to Attend and Vote section and Proxy Form are part of this Notice of Meeting.

1. CONSIDERATION OF REPORTS

To receive and consider the Financial Report, the Directors' Report, and the Independent Auditor's Report of the Company for the financial year ended 30 June 2019.

All shareholders can view the 2019 Annual Report which contains the Financial Report and the Independent Auditor's Report for the year ended 30 June 2019 on the Company's website at http://www.gtnetwork.com.au

1. QUESTIONS AND COMMENTS

Following consideration of the Reports, the Chairman will give shareholders a reasonable opportunity to ask questions about, or comment on the management of the Company.

The Chairman will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to:

1. the conduct of the audit;
2. the preparation and content of the Independent Auditor's Report;
3. the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
4. the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor's Report or the conduct of the audit. A list of relevant written questions submitted by shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the Meeting.

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1. ITEMS FOR APPROVAL

Resolution 1. Election of Director - Corinna Keller

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

"That Corinna Keller, who retires in accordance with clause 10.3(b)(ii) of the Company's Constitution and being eligible for election, is elected as a Director of the Company."

Resolution 2. Remuneration Report

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

"That the Company's Remuneration Report for the financial year ended 30 June 2019, as set out in the Directors' Report, is adopted."

The Remuneration Report is contained in the 2019 Annual Report (available at http://www.gtnetwork.com.au/investor-centre/?page=reports). Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (Act), the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

A vote on Resolution 2 must not be cast (in any capacity) by, or on behalf of, the following persons:

1. a member of the Key Management Personnel (KMP) whose remuneration details are included in the 2019 Remuneration Report; or
2. a closely related party of such a KMP (including close family members and companies the KMP controls).

However, a person described above may cast a vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described above and either:

1. the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or
2. the vote is cast by the chair of the Meeting and the appointment of the chair as proxy:
3. 1. does not specify the way the proxy is to vote on the resolution; and
   2. 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 KMP.

In accordance with section 250BD of the Corporations Act 2001 (Cth), a vote must not be cast on Resolution 2 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

"Key management personnel" and "closely related party" have the same meaning as set out in the Corporations Act 2001 (Cth).

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Resolution 3. Issue of Options under the GTN Long Term Incentive Plan - William Yde

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the Company approves the grant of up to 4,500,000 Options to acquire fully paid ordinary shares in the Company to William Yde under the GTN Long Term Incentive Plan on the terms described in the Explanatory Memorandum accompanying and forming part of this Notice of Meeting."

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

1. William Yde; or
2. an associate of William Yde.

However, the Company need not disregard a vote cast on Resolution 3 if:

1. 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
2. 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.

The Non-Executive Directors are not eligible to participate in the GTN Long Term Incentive Plan. As a result, Non-Executive Directors will not be excluded from voting on Resolution 3.

In accordance with section 250BD of the Corporations Act 2001 (Cth), a vote must not be cast on Resolution 3 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

"Key management personnel" and "closely related party" have the same meaning as set out in the Corporations Act 2001 (Cth).

BY ORDER OF THE BOARD

Anna Sandham

Company Secretary

8 October 2019

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ENTITLEMENT TO ATTEND AND VOTE

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7:00pm (Sydney time) on Tuesday, 12 November 2019 (being two days before date of Meeting) will be entitled to attend and vote at the AGM as a shareholder.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Appointment of Proxy

If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act 2001 (Cth) (the Act) to exercise its powers as proxy at the AGM.

A proxy need not be a shareholder of the Company.

A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder's votes.

To be effective, the proxy must be received at the Share Registry of the Company no later than 10:00am (Sydney time) on Tuesday, 12 November 2019 (48 hours before AGM). Proxies must be received before that time by one of the following methods:

By post:	GTN Limited
	C/- Link Market Services Limited
	Locked Bag A14
	Sydney South NSW 1235
	Australia
By facsimile:	[phone] (within Australia)
	[phone] (from outside Australia)
By delivery in person:	Link Market Services Limited
	1A Homebush Bay Drive
	Rhodes NSW 2138
Online:	www.linkmarketservices.com.au

To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

Power of Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 10:00am (Sydney time) on Tuesday, 12 November 2019, being 48 hours before the AGM.

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