Asaleo Care : Notice of Annual General Meeting/Proxy Form

ASX Release

20 March 2020

Please find attached the Notice of the 2020 Annual General Meeting, Proforma Proxy Form and Important Information regarding special arrangements for the Annual General Meeting as authorized by James Orr, Company Secretary.

- ENDS -

INVESTORS:	MEDIA:
Campbell Richards Chief Financial Officer	Sandi Harwood, Corporate Communications Manager
P: [phone]	M: [phone]
E: [e-mail]	P: [phone]

1. [e-mail]
   For more information about Asaleo Care: www.asaleocare.com

Asaleo Personal Care Limited

ABN 55 005 442 375

www.asaleocare.com

Page 1 of 1

Notice of 2020 Annual General Meeting

The 6th Annual General Meeting of Asaleo Care Limited will be held at the offices of PwC,

2 Riverside Quay, Southbank 3006, Level 19, Melbourne at 4:00pm (AEST) on Tuesday 21 April 2020.

Notice of 2020 Annual General Meeting

Asaleo Care Limited

Business

1. Financial and Other Reports

To receive the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 31 December 2019.

2. Re-election of Directors

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

1. To re-elect as a Director JoAnne Stephenson who retires in accordance with clause Rule 68 of the Company's Constitution and, being eligible, offers herself for re-election.
2. To re-elect as a Director Harry Boon who retires in accordance with clause 68 of the Company's Constitution and, being eligible, offers himself for re-election.
3. To re-elect as a Director Marie-Laure Mahe, who retires in accordance with clause 67 of the Company's Constitution and being eligible offers herself for election.

3. Adoption of Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution: To adopt the Remuneration Report for the financial year ended 31 December 2019.

Note: the vote on this resolution is a non-binding advisory vote only.

Voting exclusion for Item 3

The Company will disregard any votes cast on Item 3 by, or on behalf of:

• a member of the Company's Key Management Personnel (KMP) named in the Remuneration Report, or that KMP's closely related parties, in any capacity, or
• by a person who, at the date of the Meeting, is a member of the Company's KMP, or that KMP's closely related party, acting as proxy, unless the vote is cast:
• • as proxy for a person entitled to vote in accordance with a direction on the proxy form, or
  • by the Chairperson of the Meeting as proxy for a person entitled to vote, pursuant to an express authority to vote undirected proxies as the Chairperson sees fit.

4. Renewal of Proportional Takeover Provisions in the Company's Constitution To consider and, if thought fit, pass the following resolution as a special resolution:

That the Company renews its proportional takeover rules, as set out in clause 105 of the Company's Constitution, for three years from the date of the 2020 Annual General Meeting.

The Chairperson will call a poll for all proposed resolutions. Please refer to the explanatory notes for information on the proposed resolutions and applicable voting exclusions.

The Chairperson intends to vote all available proxies in favour of each resolution.

By order of the Board

James Orr

Company Secretary

Asaleo Care Limited

5 March 2020

Information for Shareholders

Attendance at the Meeting and questions in advance

If you are planning to attend the Meeting, please bring the Proxy Form with you to facilitate registration.

At the Meeting, the Chairperson will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the management of the Company and the subject matter of the resolutions. Shareholders will also be given a reasonable opportunity at the Meeting to ask the Company's auditor, PricewaterhouseCoopers, questions about the content of its report, and the conduct of its audit of the Company for the past financial year.

Shareholders are also invited to submit questions in advance of the Meeting. They may be submitted through the Contact Us enquiry form on the Company's website at www.asaleocare.com. Questions received will be addressed during the Meeting.

Voting

Shareholders may vote by attending the Meeting in person, by proxy or by power of attorney. A body corporate shareholder may appoint a corporate representative to exercise its vote.

The vote on each resolution will be decided by a poll, to enable all votes to be taken into account. Shareholders have one vote for each fully paid ordinary share held.

Items 2 and 3 are ordinary resolutions, meaning a simple majority (50%) is required for each resolution to pass. Item 4 is a special resolution, meaning a special majority (75%) is required for this resolution to pass.

Voting entitlement

For the purpose of voting at the Meeting, those persons who are the registered holders of ordinary shares in the Company at 4.00pm (AEST) on 19 April 2020 will be treated as shareholders of the Company.

Lodgement of Proxy Form

A Proxy Form for appointment of a proxy accompanies this Notice of Annual General Meeting.

To be effective, the Proxy Form, and any authority under which it is signed, must be received by the Company's Share Registrar Link Market Services, (Link), prior to 4:00pm (AEST) on 19 April 2020. Proxy Forms must be returned:

• by mail in the enclosed envelope provided or by hand to Link Market Services, Locked Bag A14, Sydney South, NSW 1235;
• by fax, to Link on 61 (2) 9287 0309; or
• electronically, via the electronic proxy lodgement platform at www.linkmarketservices.com.au by following the instructions provided.
  Custodians: Please lodge your vote via the Link Nominee Portal at miraqle.com.

If you have not registered for this service please contact us at [e-mail] to enable your voting for this Annual General Meeting.

Link's contact telephone number is 1300 554 474 (within Australia) and [phone] (outside Australia) should you need to contact them.

Appointment of proxies

A shareholder entitled to attend and vote at the Meeting is entitled to appoint any person to attend the Meeting and vote as their proxy. A proxy need not be a shareholder.

If you wish to appoint a proxy you will need to complete a Proxy Form.

Where a shareholder wishes to appoint two proxies, an additional Proxy Form may be obtained by contacting Link. A shareholder appointing two proxies may specify the percentage of votes or proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints two proxies and does not specify the percentage of votes each proxy may exercise, each proxy may exercise 50 per cent of the votes. Fractions of votes are to be disregarded.

Voting by proxy

The Company encourages you to actively direct your proxy how to vote for each resolution by marking the appropriate box (for, against, abstain) in Step 2 on the Proxy Form.

If you do not mark a box on the Proxy Form, your proxy may vote as they choose on that item. If you intend to appoint a member of the Company's KMP or a Director (other than Chairperson) as your proxy, please ensure that you direct them how to vote on items otherwise they may not be able to vote your shares on certain items.

If the Chairperson of the Meeting is your proxy (or he becomes your proxy by default), you will be taken to have expressly authorised him to exercise your proxy in relation to item 3 (Adoption of Remuneration Report) even though the Chairperson is, and that item is connected directly or indirectly with the remuneration of, a member of the KMP for Asaleo Care.

Default to Chairperson

As the vote on each resolution will be decided on a poll, if:

1. a member has appointed a proxy (other than the Chairperson); and
2. that member's proxy is either not recorded as having attended the Meeting or does not vote on the

resolution,

the Chairperson of the Meeting will, before voting on each resolution closes, be taken to have been appointed as the proxy for the member for the purposes of voting on that resolution. If the appointment of the proxy specifies the way the proxy is to vote on the resolution the Chairperson will vote in accordance with that direction.

If the appointment of the proxy does not specify the way the proxy is to vote, subject to the comments above, the Chairperson will vote in favour of each resolution.

Voting by attorney

A shareholder may appoint an attorney to vote on his/her behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by Link at the address listed above for the receipt of proxy appointments by no later than 4:00pm (AEST) on 19 April 2020.

Corporate representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act 2001.

The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

Explanatory Notes

The Explanatory Notes accompanying this Notice of Annual General Meeting should be read together with, and form part of, this Notice.

Share Registry

Link Market Services

Level 12, 680 George Street, Sydney, NSW 2000 Locked Bag A14, Sydney South, NSW 1235 Telephone: [phone] (within Australia) and [phone] (outside Australia) Facsimile: [phone]

Website: www.linkmarketservices.com.au

Explanatory Notes

ITEM 1: FINANCIAL AND OTHER REPORTS

The Corporations Act 2001 (Cth) requires the Financial Report, Directors' Report and Auditor's Report for the prior financial year to be laid before the Meeting. These Reports for 2019 are included in the Company's 2019 Annual Report which is available on the Company's website at www.asaleocare.com. As there is no requirement for shareholders to vote on, approve or adopt these Reports no resolution will be put. Shareholders will however be given an opportunity to comment on and ask questions with respect to these Reports. The Company's auditor PricewaterhouseCoopers will be present at the meeting to answer questions on its audit.

ITEM 2 (a) (b) & (c): RE-ELECTION OF DIRECTORS

Clause 68 of the Company's Constitution requires that Directors, other than the Managing Director, may not hold office for a continuous period in excess of 3 years or until the third Annual General Meeting following their appointment or election, whichever is the longer, without submitting themselves for re-election. In addition Listing Rule 14.5 requires the Company to hold an election of Directors each year.

JoAnne Stephenson and Harry Boon are retiring and offering themselves for re-election. Set out below is their relevant experience and background.

Director	Experience
2(a) JoAnne Stephenson	JoAnne was appointed as a Director on 30 May 2014 and is Chair of the Company's Audit and
	Risk Committee.
	JoAnne has over 29 years' experience and is currently a Non-Executive Director of Challenger
	Ltd, Japara Healthcare Limited and Myer Holdings Ltd. She is Chair of the Victorian Major
	Transport Infrastructure Board and the Melbourne Chamber Orchestra.
	Previously, she worked at KPMG International as Senior Client Partner in the Advisory division.
	JoAnne holds a Bachelor of Commerce and Bachelor of Laws (Honours) from The University of
	Queensland.
The Board considers JoAnne to be an Independent Director.
2(b) Harry Boon	Harry was appointed as a Director on 30 May 2014 and is the Chairman of the Board.
	Harry has over 40 years' broad experience in marketing and sales, manufacturing and product
	development, including 15 years as Chief Executive Officer and Managing Director of Ansell
	Limited. He has worked in senior management positions in Australia, Europe and North
	America.
	Harry is a Director of ASX listed Tabcorp Limited, and was until late 2017 Chairman of Tatts
	Group Limited.
	Harry holds a Bachelor of Laws (Honours) and a Bachelor of Commerce from The University of
	Melbourne.

The Board considers Harry to be an Independent Director.

Clause 67.2 of the Company's Constitution requires that a Director, other than the Managing Director, appointed by the Directors to fill a casual vacancy or as an addition to the existing directors will hold office until the end of the next annual general meeting, at which the director may be re-elected.

Marie-Laure Mahe is retiring and offering herself for re-election. Set out below is her relevant experience and background.

2(c) Marie-Laure Mahe	Marie-Laure was appointed as a Director on 20 August 2019.
	Marie-Laure is currently Essity's Vice President marketing, e commerce and Essity Ventures for
	Essity consumer goods. In this role she has responsibility for developing Essity's business in
	Europe. Previously, she held the positions of commercial director for France and Belgium and
	Marketing Director Europe, toilet paper.
	Prior to joining SCA (which renamed as Essity) in 2012, Marie-Laure held senior sales and
	marketing roles with Georgia Pacific, Danone and Colgate Palmolive.
	Marie-Laure holds a Bachelor of Commerce from Essec business school in France and an MBA
	from the University of California, Irvine.

The Board considers Marie-Laure not to be an Independent Director

The Directors (other than the relevant Director in relation to their own re-election):

• are of the view that each Director standing for re-election makes a positive contribution to the Board and has skills and experience which benefit the Company, and accordingly
• unanimously recommend that shareholders vote in favour of resolution 2(a), 2(b) and 2(c).

ITEM 3: ADOPTION OF REMUNERATION REPORT

The Company's 2019 Remuneration Report is set out in, and forms part of, the Directors' Report. This is included in the 2019 Annual Report which is available on the Company's website at www.asaleocare.com.

The Remuneration Report sets out in detail the Company's remuneration policy for Directors and Senior Executives. It also includes information on remuneration paid to Directors and Senior Executives and the elements of remuneration that are performance based, the performance conditions that apply and the methodology used to assess satisfaction of those performance conditions.

The vote on resolution 3 is advisory only, and does not bind the Directors or the Company. The vote will however be taken into consideration in determining future remuneration policy.

The Directors unanimously recommend that shareholders vote in favour of resolution 3.

ITEM 4: RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS IN THE COMPANY'S CONSTITUTION

Effect of rules proposed to be renewed:

A proportional takeover bid is a bid for only a proportion, rather than all, of each shareholder's shares. This could result in a bidder acquiring control of a company without shareholders having the chance to sell all their shares, (leaving them as part of a minority interest) and without payment of an adequate premium for control.

The Company's Constitution prohibits a proportional takeover bid, unless it is passed at a General Meeting by a majority of shareholders, excluding the bidder and its associates, in accordance with clause 105 of the Company's Constitution. If the resolution is rejected, the proportional takeover bid will be withdrawn and not proceed.

Clause 105.6 of the Company's Constitution sets out that proportional takeover provisions cease to have effect on the third anniversary of the last renewal of clause 105. Accordingly the proportional takeover rules in the Company's Constitution will cease to have effect on May 2, 2020 unless renewed by special resolution of shareholders.

Directors are of the view that proportional takeover rules are in the interests of shareholders as they assist shareholders in gaining appropriate value for their shares if a proportional takeover is made.

No awareness of any proposal to acquire or to increase the extent of a substantial interest in the Company:

As at the date of this notice, no director is aware of any proposal by any person to acquire, or increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of the proportional takeover approval rules:

The potential advantages of the rules for shareholders include:

• shareholders have a say in determining whether a proportional takeover bid should be allowed to proceed, which may assist in ensuring that any proportional takeover bid is attractive to a majority of shareholders;
• they may help shareholders avoid being locked in as a minority and avoid the bidder acquiring control of the Company without paying an adequate control premium;
• they increase shareholders' bargaining power and may assist in ensuring that any proportional takeover bid is adequately priced; and
• knowing the view of the majority of shareholders may help each individual shareholder to form an opinion on whether to accept or reject an offer under the bid.

The potential disadvantages of the rules for shareholders include:

• the inclusion of the rules may reduce the likelihood of a proportional takeover bid being successful and may accordingly discourage the making of a proportional takeover bid; and
• shareholders may lose an opportunity to sell some of their shares at a premium.

Review of advantages and disadvantages of the proportional takeover approval rules:

There have been no takeover bids for the Company, either proportional or full, while the proportional takeover approval rules have been in effect. Accordingly, there is no example against which the advantages or disadvantages of the rules may be assessed. However, the directors consider that there have been no disadvantages to the Company arising from the rules being in place.

Directors believe that the advantages of the proportional takeover rules operating for the next three years outweigh the disadvantages.

Reasons for renewing provisions:

Directors are of the view that shareholders should have the right to vote on any proportional takeover bid for the Company. A proportional takeover bid may enable control of the Company to pass without holders having an opportunity to sell all of their securities to the bidder. Accordingly shareholders may be exposed to being left as a minority in the Company and of the bidder being able to acquire control of the Company without payment of an adequate premium for all of their securities. Takeover approval rules lessen these risks as they allow shareholders to decide whether a proportional takeover bid is acceptable and should be allowed to proceed.

The Directors unanimously recommend that shareholders vote in favour of resolution 4.

oOo

Asaleo Care Limited

ACN 154 461 300

LODGE YOUR VOTE

• ONLINEwww.linkmarketservices.com.au

• BY MAIL
  Asaleo Care Limited
  C/- Link Market Services Limited Locked Bag A14
  Sydney South NSW 1235 Australia

• BY FAX
  [phone]

• BYLinkHANDMarket Services Limited
  1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

	ALL ENQUIRIES TO

	Telephone: [phone]	Overseas: [phone]

PROXY FORM

I/We being a member(s) of Asaleo Care Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

		the Chairman of the	OR if you are NOT appointing the Chairman of the Meeting
		as your proxy, please write the name of the person or
		Meeting (mark box)
		body corporate you are appointing as your proxy
1
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to
STEP	act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent

permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 4:00pm (AEST) on Tuesday, 21 April 2020 at the Offices of Pricewaterhouse Coopers, Level 19, 2 Riverside Quay, Southbank Victoria 3006 (the Meeting) and at any postponement or adjournment of the Meeting.

Important for Resolution 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 3, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

For Against Abstain*

For Against Abstain*

2a To re-elect JoAnne Stephenson

4 Renewal of Proportional Takeover

2

as a director

Provisions in the Company's

Constitution

STEP

2b To re-elect Harry Boon as a

director

2c To re-electMarie-Laure Mahe as a director

3 Adoption of Remuneration Report

• * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS - THIS MUST BE COMPLETED

3	Shareholder 1 (Individual)	Joint Shareholder 2 (Individual)		Joint Shareholder 3 (Individual)
STEP
Sole Director and Sole Company Secretary	Director/Company Secretary (Delete one)		Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

AHY PRX2001C

PRX2001C* *AHY

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS - PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

1. on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
2. return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 4:00pm (AEST) on Sunday, 19 April 2020, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

• ONLINEwww.linkmarketservices.com.au
  Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

	BY MOBILE DEVICE	QR Code
	Our voting website is designed specifically
	for voting online. You can now lodge
	your proxy by scanning the QR code
	adjacent or enter the voting link
	www.linkmarketservices.com.au into
	your mobile device. Log in using the
	Holder Identifier and postcode for your
	shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

• BY MAIL
  Asaleo Care Limited
  C/- Link Market Services Limited Locked Bag A14
  Sydney South NSW 1235 Australia

• BY FAX
  [phone]

• BYdeliveringHAND it to Link Market Services Limited* 1A Homebush Bay Drive
  Rhodes NSW 2138 or
  Level 12
  680 George Street Sydney NSW 2000
• • During business hours (Monday to Friday, 9:00am-5:00pm)

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU.

THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.