General Announcement::2021 AGM Notice of Meeting & Associated Documents

13 September 2021

Dear Shareholder,

On behalf of the Directors of AVJennings Limited (AVJennings), I am pleased to invite you to attend the 2021 Annual General Meeting (AGM) of AVJennings. Enclosed is the Notice of Meeting setting out the business of the AGM.

AVJennings' 2021 AGM will be held on Thursday, 14 October 2021 commencing at 3.30 p.m. (AEDT). Due to ongoing travel disruptions and potential health risks created by the COVID-19 pandemic and with the safety of our shareholders and staff in mind, the 2021 AGM will again be a virtual (online) meeting rather than a physical meeting.

If your shares are held through the Central Depository (Pte) Ltd., Singapore ("CDP"), you will be able to attend and observe the meeting via a live webcast by logging into an online platform provided by our Australian share registry, Link Market Services, at https://agmlive.link/AVJ21. You will not be able to vote or ask questions. You are required to complete the attached Voting Instruction Form and return it to the CDP by the Receipt Date (Thursday, 7 October 2021). Please refer to Note 1 of the enclosed Voting Instruction Form for details regarding the appointment of a proxy to attend the AGM and vote on your behalf.

A Virtual Meeting Online Guide, which provides all the information you need to access the meeting platform, has been lodged with the Australian Securities Exchange (ASX) and the Singapore Exchange (SGX) along with the Notice of Meeting and is also available on the Company's website, www.avjennings.com.au/About Us/Investor Centre/Annual General Meeting. In the event it is necessary for AVJennings to provide further updates on the arrangements for the AGM, we will do so through the Market Announcements platforms of the ASX and SGX.

All resolutions considered at the AGM will be decided on a poll. I encourage you to read the Notice of Meeting (including the Explanatory Notes on each of the resolutions) and to consider providing voting instructions by marking either the "for" "against" or "abstain" boxes for each of the resolutions in the enclosed Voting Instruction Form, prior to returning it to the CDP.

The Directors of the Company strongly recommend that shareholders vote in favour of resolutions 2, 3(a), (3b), 3(c) and 4.

Thank you for your continued support of AVJennings.

Yours sincerely,

Simon Cheong,

Chairman.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the AGM of AVJennings Limited will be held virtually via a webinar conferencing facility at 3.30 p.m. (AEDT) on Thursday, 14 October 2021.

AGENDA

ORDINARY BUSINESS

1. Financial Statements and Reports
   To receive and consider the Financial Report, together with the Directors' Report and Auditors' Report for the year ended 30 June 2021.
2. Remuneration Report
   To consider and if thought fit, to pass the following as an ordinary resolution of the Company:
   "That the Remuneration Report as set out in the Directors' Report for the year ended 30 June 2021 be adopted."
   The vote on this resolution is advisory only and does not bind the Directors or the Company.
3. Election of Directors
   To consider and if thought fit, pass each of the following as a separate ordinary resolution of the Company:
   3(a) "That Mr Jerome Rowley, a Director retiring by rotation in accordance with the Company's constitution and being eligible for re-election, be re-elected as a Director."
   3(b) "That Mr Bruce Hayman, a Director retiring by rotation in accordance with the Company's constitution and being eligible for re-election, be re-elected as a Director."
   3(c) "That Ms Lisa Chung AM, who was appointed a Director since the last AGM, be elected as a Director. Ms Chung retires from office at the AGM in accordance with clause 72(2) of the Company's Constitution and being eligible, offers herself for election as a Director."

4. Approval of Retirement Payment

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

"That approval be given, for the purposes of sections 200B and 200E of the Corporations Act 2001 (Cth) and for all other purposes, to the Company giving Mr Peter Summers a benefit on the terms set out in the Explanatory Notes accompanying this Notice of Meeting, in connection with Mr Peter Summers retiring from office as the Chief Executive Officer and Managing Director of the Company."

Shareholders are referred to the Explanatory Notes accompanying and forming part of this Notice of Meeting.

By Order of the Board.

Carl Thompson,

Company Secretary.

13 September 2021.

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EXPLANATORY NOTES ON RESOLUTIONS

These Explanatory Notes are intended to provide shareholders of the Company with information on the resolutions contained in the accompanying Notice of Meeting. The Directors recommend that shareholders read these Explanatory Notes in full before making any decision in relation to the resolutions.

Note 1

Financial Statements and Reports

The Australian Corporations Act 2001 (Cth) requires the Company to lay its Financial Report and the reports of the Directors and Auditor for the last financial year before the AGM.

	Maximum
	STI
	Opportunity
	Forgone
	$
PK Summers	218,397
CD Thompson	71,393
SC Orlandi	66,667
L Mahaffy	65,272
L Hunt	44,121
Executive KMP	465,850
Other Executives	272,784
Total	738,634

Rights Cancelled

LTI

Service Performance

Rights Rights

Number Number

268,505 403,993

61,440 57,777

53,044 46,758

56,174 52,825

37,970 35,706

477,133 597,059

256,927 255,635

734,060 852,694

No resolution is required for this item, but shareholders will be given the opportunity to ask questions and to make comments on the reports and the management and performance of the Company.

The Company's Auditor will be present at the meeting and shareholders will be given the opportunity to ask the Auditor questions about the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company and the independence of the Auditor.

Note 2

Remuneration Report

The Remuneration Report of the Company for the financial year ended 30 June 2021 is set out on pages 34 to 48 of the Company's 2021 Annual Report, and is also available on the Company's website at: http://www.avjennings.com.au/about us/investor centre.

The Remuneration Report sets out the Company's remuneration arrangements for Directors and certain executives who together constitute Key Management Personnel (Executive KMP).

During FY21, the Company took a number of steps to combat the economic effects of the COVID-19 pandemic. Many of the initiatives affected the remuneration of Directors, SC Global, senior executives and general staff. For Directors, SC Global and executives, these remuneration effects continued to flow into FY22.

The table and following commentary set out the remuneration responses taken by the Company, Directors, Executive KMP, other senior executives and general staff in response to the impact of the COVID-19 crisis on the Company.

• Non-ExecutiveDirectors agreed to a 20% reduction in fees for the period 1 May - 31 July 2020;
• SC Global agreed to a 20% reduction in consultancy fees for the period 1 May to 31 July 2020;
• Executive KMP and other executives agreed to cancel all Retention Rights due to vest in July 2020;
• Executive KMP and other executives agreed to forego any STI awards in respect of FY20, which would have been paid in August 2020; and
• Executive KMP and other senior executives agreed to cancel all LTI Rights due to be tested for vesting in September 2020.

In addition, all office-based staff (including Executive KMP) agreed to arrangements to take annual leave over the period July 2020 to end December 2020 thereby reducing the Company's leave liabilities.

Section 250R of the Corporations Act 2001 (Cth) requires a publicly listed company to put a resolution to shareholders to adopt the Company's Remuneration Report. The Chair of the meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the Remuneration Report prior to voting on the resolution relating to Item 2.

The Directors of the Company recommend that shareholders vote in favour of the resolution relating to item 2, to adopt the Remuneration Report.

Subject to the voting exclusion statement relating to this resolution as set out in Explanatory Note 5, the Chair of the meeting intends to vote undirected proxies in favour of this resolution.

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Note 3

Election of Directors

Two Directors, Messrs Jerome Rowley and Bruce Hayman retire by rotation at this AGM and seek re-election.

A third Director, Ms Lisa Chung AM, who was appointed a Director during the year, retires from office at the AGM and being eligible, offers herself for election as a Director pursuant to clause 72(2) of the Company's Constitution.

A profile of each Director follows.

Mr Jerome Rowley SF Fin FAICD

Independent Non-Executive Director

Mr Rowley has been a Director of the Company since 22 March 2007 and is the Deputy Chairman of the Board. He is also Chairman of the Risk Management Committee and a member of the Audit, Nominations and Investments Committees. Mr Rowley has been a career banker since the early 1970s with Citigroup, Morgan Grenfell and ABN Amro. From 1992 until 2002, he served as Managing Director and CEO of ABN Amro Australia and Head of Relationship Management and Structured Finance for ABN Amro, Asia Pacific. He has been active in both wholesale and investment banking domestically and internationally. During his career, Mr Rowley devoted considerable effort towards the recognition, understanding and management of risk as a means of profit optimization. Of particular significance was his involvement in advising and funding including debt, equity and hybrids, of infrastructure projects in both Australia and Asia Pacific. Mr Rowley resides in Sydney.

Mr Rowley has made significant contributions to the Board and the Company during his years of service as a Director. With his extensive business and financial experience, Mr Rowley adds considerable value and leadership to the Committees on which he serves, particularly to the Risk Management Committee, of which he is Chairman. The Risk Management Committee, headed by Mr Rowley, has been instrumental in overseeing the Company's management of COVID-19 disruptions and efforts to mitigate associated business risk.

The other members of the Board unanimously support the re-election of Mr Rowley and recommend that shareholders vote in favour of this resolution.

The Chair of the meeting intends to vote undirected proxies in favour of this resolution.

Mr Bruce Hayman

Independent Non-Executive Director

Mr Hayman has been a Director of AVJennings Limited since 18 October 2005. He is Chairman of the Nominations Committee and a member of the Remuneration, Investments and Risk Management Committees. Mr Hayman has many years of commercial management experience with over 20 of those at operational Chief Executive or General Manager Level. He is currently

Chairman of Chartwell Management Services. He has fulfilled senior management roles both in Australia and overseas for companies such as Nicholas Pharmaceutical Group, Dairy Farm Group, Hong Kong Land and Seagram Corporation. During his time in Singapore, he held the position of Foundation President of the Singapore Australia Business Council, now known as AUSTCHAM Singapore. He has also served as CEO of the Australian Rugby Union and as Chairman of the Board of the Rugby Club Ltd. He is Chairman of the Ella Foundation and Deputy Chair of Diabetes NSW and ACT. Mr Hayman resides in Sydney.

Mr Hayman has been a valuable member of the Board and the Directors consider his skills and experience, particularly in marketing, sales and commercial management, to be a valuable addition to the Board's existing skills and experience.

The other members of the Board unanimously support the re-election of Mr Hayman and recommend that shareholders vote in favour of this resolution.

The Chair of the meeting intends to vote undirected proxies in favour of this resolution.

Ms Lisa Chung AM LLB, FIML, FAICD

Independent Non-Executive Director

Ms Chung was appointed a Director of AVJennings on 1 June 2021. She is also a member of the Risk Management Committee.

Ms Chung is an experienced non-executive director and is currently a Director of Australian Unity Limited, Artspace/Visual Arts Centre Limited and Warren and Mahoney Limited. She is also Chair of The Front Project and a Trustee of the Foundation of the Art Gallery of NSW. She was previously the Chair of Urbis Pty Limited and The Benevolent Society, a Non-Executive Director of APN Outdoor Limited and the Deputy President of Trustees of the Museum of Applied Arts and Sciences (Powerhouse Museum).

Ms Chung has a diverse background, with senior and board level experience in sectors including commercial property, urban development and infrastructure, outdoor advertising and mass media, professional services, education and training, visual and creative arts and social and community services.

Ms Chung had a successful 30-year career in the legal profession. During this time, she specialised in the area of commercial property and was a Partner at firms Maddocks and Blake Dawson (now Ashurst). She is a skilled negotiator with extensive commercial legal experience acting for government and the private sector in property, development, urban renewal and infrastructure transactions.

In 2004, Ms Chung completed the Advanced Management Program at INSEAD in France. She is a Fellow of the Australian Institute of Company Directors and is also a member of Chief Executive Women, an organisation comprising women leaders committed to enabling other women leaders.

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In 2020, Ms Chung became a member of the General Division of the Order of Australia for significant service to the community through charitable and cultural organisations. Ms Chung resides in Sydney.

The other Directors believe that Ms Chung brings invaluable commercial, legal and industry expertise to the Company, as it refines its business and financial models to meet the challenges that lie ahead. Her extensive business experience, both in her legal career and as a non-executive director adds to the Board's strong mix and depth of skills, knowledge and experience. They unanimously support the election of Ms Chung as a Director and recommend that shareholders vote in favour of the resolution.

The Chair of the meeting intends to vote undirected proxies in favour of this resolution.

Note 4

Approval of Retirement Payment

Background

The Board held its annual strategic planning meeting in June 2021 and approved the Company's strategic plan that was focused on growth. Subsequent to the Board meeting and as part of succession planning, Peter Summers, the CEO and Managing Director (Mr Summers) indicated to Directors that he was unlikely to remain in his current role long term.

In discussions with Mr Summers, the Board formed the view that a succession plan should be best timed so as to avoid a transition in the middle of the implementation of the Company's strategic plan. The outcome of those discussions was that, subject to shareholder approval at the upcoming AGM of the payment arrangements, Mr Summers would step down as CEO effective 31 March 2022.

The succession plan takes into account both short and long- term considerations, with Mr Summers continuing to assist the Company through a smooth transition.

Mr Summers' tenure with the Company has been unusually long. In December this year he will have been with the Company for 37 years, 13 of them in the CEO role. During that time, he has demonstrated enormous commitment to the Company and provided excellent leadership through some very difficult times, most recently through the COVID- 19 pandemic. His contributions to the Company have been substantial over his tenure, but particularly so in his last 13 years as CEO.

After taking on the CEO role in early 2009, Mr Summers led the Company through the impacts from the Global Financial Crisis, oversaw the sale of the Company's loss-making contract housing division and most recently demonstrated exemplary efforts to steer the Company through the COVID- 19 pandemic. He was instrumental in driving change as we have looked to build on our core strengths of land and integrated housing.

In recognition of his contribution, the Board has agreed, subject to shareholder approval, to make the retirement payments to Mr Summers as set out below. The Board is unanimously of the view that the payments represent proper

and appropriate recognition of both his long tenure as well as the central part he has played in placing the Company in the strong financial position it is in today, despite the challenges. He will leave the Company well-primed for its next phase of growth.

Payment Details

Part 2D.2.2 of the Corporations Act 2001 (Cth) contains restrictions regarding the benefits that are permitted to be awarded to executives and managers (including directors) in connection with the person's retirement from their office or position.

Under section 200B of the Corporations Act 2001 (Cth), the Company must not give a person (Retiree) a benefit above a certain threshold in connection with the Retiree's retirement from an office in the Company if:

1. the office or position is a managerial or executive office; or
2. the Retiree has, at any time during the last 3 years before his or her retirement, held a managerial or executive office in the Company or a related body corporate,

unless there is member approval under section 200E for the giving of the benefit or an exception applies.

At Mr Summers' cessation of employment with the Company on 31 March 2022, it is proposed that he will be paid the following payments or benefits:

1. (leave entitlements) a cash payment in lieu of accrued but untaken annual leave and long service leave entitlements. These amounts are estimated to be $349,435.47 for annual leave and $502,145.99 for long service leave as at 31 March 2022 and are estimated maximums subject to change for any leave taken by Mr Summers between the date of this notice of meeting and his retirement on 31 March 2022;
2. (severance payment) a cash payment of $1,926,124.00 equivalent to 18 months of his total annualised remuneration as at 1 July 2021 (6 months

of which is a contractual entitlement under Mr Summers' employment contract);

1. (Rights Plan payments) a cash payment of $938,352.25 in respect of cancellation of unvested rights granted to Mr Summers under the Company's Performance Rights Plan; and
2. (motor vehicles benefit) a payment of $80,860.15 being the residual value of Mr Summers' two motor vehicle leases.

As a result of the operation of the Corporations Act 2001 (Cth) provisions, the only benefits which are proposed to be given to Mr Summers which may require shareholder approval are items (b), (c) and (d) above, totalling approximately $2,945,336.40 (Retirement Benefits). Further details of the Retirement Benefits are set out below.

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