Australian Agricultural : 2017 AACo Notice of Annual General Meeting

Australian Agricultural Company Limited

ABN 15 010 892 270

2017 AACo Notice of Annual General Meeting

ASX Announcement No. 11/2017 21 July 2017

Manager

ASX Market Announcements Australian Securities Exchange

A copy of the 2017 Notice of Annual General Meeting (AGM) of the Australian Agricultural Company Limited (AACo) and Proxy Form are attached.

Full details of the business of the AGM on 23 August 2017 including the resolutions to elect directors are set out in the Notice of Annual General Meeting and the Explanatory Statement which forms part of it.

Issued by: Bruce Bennett

Company Secretary and General Counsel

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Australian Agricultural Company Limited

ABN 15 010 892 270

Notice of Annual General Meeting

The Annual General Meeting of Shareholders of the Australian Agricultural Company Limited ("AACo") will be held on Wednesday, 23 August 2017 at 10:00am (Darwin time) at Waterfront Rooms 1 & 2 on Level 2 of the Darwin Convention Centre, 10 Stokes Hill Road, Darwin NT 0801.

If you are unable to attend the Annual General Meeting of Shareholders, please complete and return the enclosed proxy form in accordance with the specified directions in this Notice of Annual General Meeting and on the proxy form. This Notice of Annual General Meeting should be read in conjunction with the Explanatory Statement which is attached to this Notice of Annual General Meeting.

AGENDA Item 1: Financial Statements and Reports

> To receive and consider the Financial Report and the Reports of the Directors and the Auditor in respect of the 12 months ended 31 March 2017.

Note: There is no vote on this Item.

Item 2: Remuneration Report

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

"That the Remuneration Report of AACo for the financial year ended 31 March 2017 be adopted."

Note: In accordance with section 250R of the Corporations Act 2001

(Cth), the vote on this resolution will be advisory only.

Item 3: Election of Director: Mr Stuart Black

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

"That Mr Stuart Black, a Director retiring in accordance with Article

9.3 of the Constitution of AACo, being eligible, is re-elected as a Director of AACo."

Item 4: Election of Director: Dr Shehan Dissanayake

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

"That Dr Shehan Dissanayake, a Director retiring in accordance with Article 9.3 of the Constitution of AACo, being eligible, is re-elected as a Director of AACo."

Item 5: Election of Director: Mr Anthony Abraham

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

"That Mr Anthony Abraham, being eligible in accordance with Article

9.8 of the Constitution of AACo, is elected as a Director of AACo."

Item 6: Increase in Non-executive Director Fee Cap

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

"That, for the purposes of ASX Listing Rule 10.17, Article 9.9 of AACo's Constitution and for all other purposes, the maximum aggregate amount of remuneration that may be paid to all the non-

executive Directors of AACo for their services as non-executive Directors of AACo in respect of each financial year of AACo from and including the financial year commencing 1 May 2017 be increased by $375,000 per annum from $875,000 per annum to

$1,250,000 per annum."

Voting exclusion statement

Voting exclusion on Item 2

Votes may not be cast, and AACo will disregard any votes cast, on Item 2:

• by or on behalf of any key management personnel ("KMP") member whose remuneration details are included in the Remuneration Report, or any of their closely related parties, regardless of the capacity in which the votes are cast; or

• by any person who is a KMP member as at the time Item 2 is voted on at the meeting, or any of their closely related parties, as a proxy,

  unless the votes are cast as a proxy for a person who is entitled to vote on Item 2:

• in accordance with a direction in the proxy appointment; or

• by the Chairman of the meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of a KMP member.

  Voting exclusion on Item 6

  A vote may not be cast, and AACo will disregard any votes cast, on Item 6:

• by any director of AACo, or any of their associates, regardless of the capacity in which the votes are cast; or

• by any other member of the KMP as at the time Item 6 is voted on at the meeting, or any of their closely related parties, as a proxy,

  unless the votes are cast as a proxy for a person who is entitled to vote on Item 6:

• in accordance with a direction in the proxy appointment; or

• by the Chairman of the meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of a KMP member, and in accordance with a direction in the proxy appointment to vote as the proxy decides.

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Proxy voting by the Chairman of the meeting on Items 2 and 6

If you appoint the Chairman of the meeting as your proxy, and you do not direct your proxy how to vote on Item 2 or on Item 6 on the proxy form, you will be expressly authorising the Chairman of the meeting to exercise your proxy even if Item 2 or Item 6 is connected directly or indirectly with the remuneration of a member of the KMP.

The Chairman of the meeting intends to vote undirected proxy votes in favour of all Items (subject to the voting exclusions above).

By Order of the Board

Bruce Bennett

General Counsel and Company Secretary 21 July 2017

NOTES Voting by Proxy Information

If you are entitled to attend and vote at the meeting of members, you may appoint a proxy to attend and vote at the meeting on your behalf.

A proxy does not need to be a member. If you are entitled to cast two or more votes at the meeting, you may appoint two persons as your proxy or proxies to attend and vote at the meeting. If you appoint two proxies and you do not specify the proportion or number of your votes, each proxy may exercise half of your votes on a poll.

Any undirected proxies on a given Item may be voted by the appointed proxies as they choose, subject to the restrictions set out in the voting exclusion statements in this Notice of Annual General Meeting. In particular:

• if an undirected proxy in relation to Item 2 or Item 6 is given to a Director (other than the Chairman) or other member of the KMP, details of whose remuneration are set out in the Remuneration Report (or any of their closely related parties), such a proxy will not vote on Item 2 or Item 6. To allow such a proxy to vote on Item 2 or Item 6, members must direct the proxy how to vote by ticking "For", "Against" or "Abstain" opposite Item 2 and Item 6 on the proxy form; and

• if a member appoints the Chairman as the member's proxy in relation to Item 2 or Item 6, but does not complete any of the boxes "For", "Against" or "Abstain" opposite Item 2 or Item 6 on the proxy form, the Chairman will exercise your proxy even if Item 2 or Item 6 is connected directly or indirectly with the remuneration of a member of the KMP. The Chairman intends to vote all available proxies in favour of Item 2 and Item 6. If a member wishes to appoint the Chairman as proxy with a direction to vote against, or to abstain

  from voting on Item 2 or Item 6, the member should specify this by completing the "Against" or "Abstain" box on the proxy form.

  AACo must receive an Appointment of Proxy at least 48 hours before the meeting. Any proxy form received after this deadline (including at the Annual General Meeting) will be invalid. If an Appointment of Proxy is signed by the appointer's attorney, the authority under which the appointment was signed, or a certified copy of the authority, must accompany the Appointment of Proxy.

  The proxy's appointment and, if applicable, the authority appointing an attorney, must be sent by post, fax, online or delivered by hand to:

  By post

  Australian Agricultural Company Limited c/- Link Market Services Limited

  Locked Bag A14

  Sydney South NSW 1235

  By fax

  Link Market Services Limited Facsimile [phone]

  Online

  www.linkmarketservices.com.au

  Entitlement to Vote Date

  The Directors have determined that for the purposes of regulation

  7.11.37 of the Corporations Regulations 2001 (Cth) and ASX Settlement Operating Rule 5.6.1, the persons eligible to vote at the meeting will be those persons who are registered Shareholders at 7.00pm (Sydney

  time) on Monday, 21 August 2017.

  Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

  Corporate Representatives

  Any corporate Shareholder wishing to appoint a person to act as its representative at the meeting may do so by providing that person with:

• a letter or certificate, executed in accordance with the corporate Shareholder's Constitution, authorising that person as the corporate Shareholder's representative at the meeting; or

• a copy of the resolution appointing the person as the corporate Shareholder's representative at the meeting, certified by the company secretary or director of the corporate Shareholder.

Please bring this evidence of your appointment as corporate representative to the meeting.

By hand

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138

By no later than 10:00am (Darwin time) on Monday, 21 August 2017.

For your convenience, an Appointment of Proxy Form accompanies this Notice of Annual General Meeting. Please refer to the Appointment of Proxy Form for instructions on completing the form.