Australian United Investment : 2020 Annual General Meeting Materials

Notice of Annual General Meeting

Australian United Investment Company Limited ABN 37 004 268 679

The Annual General Meeting of the shareholders of Australian United Investment Company Limited ("the Company) will be held by virtual means on:

Date: Thursday 15th October 2020

Time: 11:00am (AEDT)

Venue: Online athttps://agmlive.link/AUI20.

Business:

Financial Statements and Reports:

1. To receive the Statement and Report of the Directors, the Report of the Auditor and the Financial Statements for the financial year ended 30 June 2020. The auditor will be available at the meeting to receive questions from shareholders about the preparation of the auditor's report and the conduct of the audit.

Remuneration Report:

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

"That the Remuneration Report that forms part of the Directors' Report for the Company for the financial year ended 30 June 2020 be adopted."

The Remuneration Report is set out on page 12 of the Annual Report.

Please note that the vote on this resolution is advisory only and does not bind the directors or the Company.

Directors:

1. To consider, and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Mr J S Craig, a Director retiring from office by rotation in accordance with clause 62 of the Constitution, being eligible, is re-elected as a Director of the Company."
   Mr Craig is Chairman of River Capital Pty Ltd and IP Generation Pty Ltd, and a director of SC Storage Holdings Pty Ltd and Australian Super. He is Chair of the investment committee of Australian Super. He is Chairman of the Company's Nomination and Remuneration Committee.
   Non-executive Director, Appointed October 2009
   Directors other than Mr Craig unanimously recommend that shareholders vote in favour of Mr Craig's re- election.
2. To consider, and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Mr D C Hershan, a Director retiring from office by rotation in accordance with clause 62 of the Constitution, being eligible, is re-elected as a Director of the Company."

Mr Hershan is Managing Director and Head of Australian Equities at Yarra Capital Management. He has more than 20 years' finance industry experience. Formerly he held senior executive positions with Goldman Sachs Asset Management, Citadel Investment Group (New York), Fidelity Investments (Boston) and Boston Consulting Group.

Non-executive Director, Appointed April 2018

Directors other than Mr Hershan unanimously recommend that shareholders vote in favour of Mr Hershan's re-election.

Renewal of Proportional Takeover provisions in the Constitution:

5. To consider, and if thought fit, to pass the following resolution as a special resolution:

"That the provisions of the Company's constitution are altered by re-inserting clauses 29.1 to 29.8 inclusive (in the form approved by members on 15 October 2017) for the period of 3 years commencing on the date of this resolution."

An explanation and reasons for the proposed resolution is set out in the attached Explanatory Statement.

Other Business

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.

Attendance at the Virtual AGM

We recommend logging in to our online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

• Enterhttps://agmlive.link/AUI20into a web browser on your computer or online device;
• Shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) printed at the top of the Proxy Form; and
• Proxyholders will need their proxy code which Link Market Services will provide via email no later than 24 hours prior to the Meeting.

Further information on how to participate virtually is set out in the Online Platform Guide at http://www.aui.com.au/agm.html.

AGM Considerations and Shareholder Questions

A discussion will be held on all items to be considered at the AGM.

All shareholders will have a reasonable opportunity to ask questions during the AGM via the virtual AGM platform, including an opportunity to ask questions of the Company's external auditor.

Written questions may also be submitted in advance of the meeting, and must be received by the Company or Link Market Services Limited by 09:00am on Tuesday 13th October 2020, and can be submitted online, by mail, or by fax.

All Resolutions by Poll

Each resolution considered at the AGM will be conducted by poll.

Voting entitlements

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Company's shares quoted on ASX Limited at 7.00 pm Melbourne time on 13th October 2020 are taken for the purposes of the general meeting to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not excluded) at the meeting.

Voting exclusion statements

A vote must not be cast on Item 2 by or on behalf of a member of Australian United Investment Company Ltd's Key Management Personnel ("KMP"), details of whose remuneration are included in the Remuneration Report, and their closely related parties, whether as a shareholder or as a proxy, except a vote may be cast on Item 2 by a KMP, or a closely related party of a KMP, if:

• the vote is cast as a proxy;
• appointed by writing that specifies how the proxy is to vote on Item 2; and
• the vote is not cast on behalf of a KMP or a closely related party of a KMP.

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of all resolutions.

If the Chairman of the meeting is appointed as your proxy you are expressly authorising the Chairman of the meeting to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Proxies

If you cannot attend the Meeting, you may appoint a proxy by completing and returning the enclosed Proxy Form.

A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.

The Proxy Form must be received at the share registry of the Company, Link Market Services Limited, located at Locked Bag A14, Sydney South, NSW 1235 or received by facsimile to Link Market Services on 61 2 9287 0309 by 11.00 am (AEDT) on Tuesday 13th October 2020.

Dated this 14th day of September 2020

By order of the Board

Andrew J Hancock

Company Secretary

AUSTRALIAN UNITED INVESTMENT COMPANY LIMITED

ABN 37 004 268 679

Explanatory Statement

This explanatory statement relates to the notice of meeting dated 14th September 2020.

Item 5: Renewal of Proportional Takeover Approval Provisions in Constitution

The Board seeks approval by special resolution of shareholders for the re-insertion of proportional takeover approval provisions in the Company's Constitution. The proportional takeover approval provisions require that a proportional takeover bid in respect of the Company may only proceed after shareholder approval.

The Company has in the past adopted and from time to time renewed proportional takeover provisions in its Constitution. These were last renewed in October 2017. Under the Corporations Act these provisions have effect for a maximum of three years and any renewal is to be made by alteration of the Constitution approved by shareholders. The Company now wishes to re-insert the provisions previously included in clauses 29.1 to

29.8 inclusive of the Constitution in the same form as they were previously approved. A copy of the Company's Constitution including the wording of clauses 29.1 to 29.8 inclusive is available at the Company's website www.aui.com.au.

1. Effect of proposed proportional takeover provisions The effect of the proposed provisions is that:

1. if a proportional takeover offer is received, the Directors are required to convene a general meeting of shareholders to vote on a resolution to approve the offer or conduct a postal ballot to approve the offer. That meeting must be held at least 15 days before the offer closes;
2. a majority of shares voting in favour at the meeting, excluding the shares of the offeror and its associates, is required for the resolution to be passed;
3. if no resolution is voted on at least 15 days before the close of the offer, such a resolution is deemed to have been approved;
4. if the resolution is rejected, the registration of any transfer of shares resulting from the proportional offer will be prohibited and, under the Corporations Act, the offer will be ineffective; and
5. if the resolution is approved, the registration of any transfers of shares resulting from the proportional offer will be registered provided they comply with the other provisions of the Constitution.

The provisions will not apply to full takeover offers. If the provisions are adopted, they will expire in accordance with the Corporations Act in three (3) years time unless renewed by further special resolution.

2. Reasons for proposing the resolution

The Board considers that shareholders should have the opportunity to decide whether a proposed proportional takeover offer should proceed by voting upon it. If it does proceed, individual shareholders can make a separate decision as to whether they wish to accept the offer.

- 2 -

A proportional takeover bid for the Company may enable control of the Company to be acquired by a party holding less than a majority position and without shareholders having the opportunity to dispose of all of their shares, so that shareholders could be at risk of being left as part of a minority interest in the Company. If the Constitution includes these proportional takeover provisions, it will minimise the risk to shareholders.

1. Present acquisition proposals
   As at the date of this notice, no Director is aware of any proposal by a person to acquire, or increase the extent of, a substantial interest in the Company.
2. Review of the previous proportional takeover provisions
   There has not been any proportional takeover bid during the period that the provisions were in effect.
   The potential advantages and disadvantages of the proportional takeover provisions for the Directors and shareholders are set out below.
3. Potential advantages of the proportional takeover approval provisions for the Directors and shareholders
4. 1. Enables the Board to formally ascertain the views of shareholders in respect of a proportional takeover offer.
   2. Ensures that shareholders will have an opportunity to study a proportional takeover offer and vote on whether the offer should be permitted to proceed.
   3. Enables shareholders to prevent a proportional takeover bid from proceeding if they believe that control of the Company should not be permitted to pass under the bid.
   4. May encourage a proportional bid to be structured so as to be attractive to a majority of independent shareholders.
5. Potential disadvantages of the proportional takeover provisions for the Directors and shareholders
6. 1. May discourage proportional takeover bids for the Company.
   2. May as a result reduce any 'takeover speculation' element in the Company's share price or deny shareholders the opportunity of selling some of their shares at a premium.
   3. May restrict the ability of individual shareholders to deal freely with their shares in some circumstances.
7. Recommendation
   The Board considers that it is in the interest of shareholders to have a continuing right to decide if any proportional takeover should proceed and recommends you vote in favour of the renewal of the proportional takeover provisions in the Constitution at the Annual General Meeting.

Australian United Investment Company Limited

ABN 37 004 268 679

LODGE YOUR VOTE

• ONLINEwww.linkmarketservices.com.au

• BYAustralianMAIL United Investment Company 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]

*X99999999999*

X99999999999

PROXY FORM

I/We being a member(s) of Australian United Investment Company Limited and entitled to attend and vote hereby appoint:

	APPOINT A PROXY	OR if you are NOT appointing the Chairman of the Meeting as your
	Name
		the Chairman of the
		proxy, please write the name and email of the person or body corporate
		Meeting (mark box)	you are appointing as your proxy. An email will be sent to your
		Email
			appointed proxy with details on how to access the virtual meeting.
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 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
STEP

sees fit) at the Annual General Meeting of the Company to be held at 11:00am on Thursday, 15 October 2020 (the Meeting) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/AUI20 (refer to details in the Virtual Annual General Meeting Online Guide).

Important for Resolution 2: 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 2, 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*
	2	Adoption of Remuneration Report
2
STEP	3	Re-election of Mr J S Craig as a
		Director
	4	Re-election of Mr D C Hershan as
		a Director
	5	Renewal of Proportional Takeover
		provisions in the Constitution

		* 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).

AUI PRX2001N

PRX2001N* *AUI

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 and email address 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 Virtually the appropriate "Certificate of Appointment of Corporate Representative" must be received at [e-mail] prior to admission in accordance with the Notice of Annual General 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 11:00am on Tuesday, 13 October 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) as shown on the front of the Proxy Form).

• BY MAIL
  Australian United Investment Company 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)

Virtual Meeting

Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome - Version 44 & 45 and after
• Firefox - 40.0.2 and after
• Safari - OS X v10.9
  & OS X v10.10 and after
• Internet Explorer 9 and up

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

1. Get a Voting Card

To register to vote - click on the 'Get a Voting Card' button.

This will bring up a box which looks like this.

Step 1

Open your web browser and go to https://agmlive.link/AUI20.

Step 2

Log in to the portal using your full name, mobile number, email address, and company name (if applicable).

Please read and accept the terms and conditions before clicking on the blue 'Register and Attend

Meeting' button.

• On the left - a live audio webcast of the Meeting
• On the right - the presentation slides that will be addressed during the Meeting
• At the bottom - buttons for 'Get a Voting Card', 'Ask a Question' and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

If you are an individual or joint securityholder you

will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the 'SUBMIT DETAILS AND VOTE' button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

2 • Link Group Virtual Meeting Online Guide

Full Votes

To submit a full vote on a resolution ensure you are in the

'Full Vote' tab. Place your vote by clicking on the 'For', 'Against', or 'Abstain' voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the 'Partial Vote' tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number

of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the 'Submit Vote' or 'Submit Partial Vote' button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The

voting card will appear on the bottom left corner of the webpage. The message 'Not yet submitted' will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on 'Edit Card'. This will reopen the voting card with any previous votes made.

Once voting has been closed all voting cards will automatically be submitted and cannot be changed.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Link Group Virtual Meeting Online Guide • 3

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

You will only be able to ask a question after you have registered to vote. To ask a question, click on the 'Ask a Question' button either at the top or bottom of the webpage.

The 'Ask a Question' box will then pop up with two sections for completion.

In the 'Regarding' section click on the drop down arrow and select the category/resolution for your question.

Click in the 'Question' section and type your question and click on 'Submit'.

A 'View Questions' box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

3. Downloads

View relevant documentation in the Downloads section.

Voting closing

Voting will end 5 minutes after the close of the Meeting.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

At the close of the meeting any votes you have placed will automatically be submitted.

Contact us

Australia

T 1300 554 474

E [e-mail]

1261.0 07/20 ISS3