Cedar Woods Properties : Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the thirty-fourth annual general meeting of members of Cedar Woods Properties Limited will be held at 10.00 am (Perth time) on 3 November 2021 at the offices of Corrs Chambers Westgarth, Level 6, Brookfield Place Tower 2, 123 St Georges Terrace, Perth, Western Australia to conduct the business and to consider, and if thought fit, pass the resolutions set out in this Notice.

Important Information Regarding COVID-19

As a national company headquartered in Western Australia, the Company is closely monitoring the impact of the COVID-19 pandemic and is seeking to follow guidance from the Federal and State Governments to facilitate a physical meeting in Perth.

The Company is taking precautions to ensure the Meeting is conducted in accordance with current COVID-19 restrictions. Given existing COVID-19 travel restrictions, the Company anticipates that east coast based director Paul G Say will participate in the Meeting by telephone.

To ensure the safety and health of shareholders, staff and advisers at the Meeting, we have put in place certain measures to ensure we comply with social distancing requirements. This will mean we must limit the number of attendees at the Meeting, including non-shareholder visitors. Food will not be served and refreshments will be limited.

If you choose to attend the Meeting, to assist us in ensuring compliance with social distancing requirements and other COVID-19 restrictions, please register your intention to attend with the Company at least 48 hours before the Meeting by emailing Susan Teo at [e-mail]. Space at the Meeting may be limited to ensure compliance with social distancing requirements.

Shareholders who are unable to attend the Meeting will be able to listen to the live broadcast of the Meeting online. The live broadcast of the Meeting can be accessed online via the Open Briefing platform at https://webcast.openbriefing.com/7812/. This platform enables shareholders to:

• see the Meeting presentation materials and listen to the live broadcast of the Meeting; and
• ask questions online during the Meeting.

Shareholders should be aware that the live broadcast of the Meeting will not have a voting function. Only those persons present at the Meeting in person at the physical venue and entitled to vote will be able to cast a vote at the Meeting. Accordingly, if it is your preference not to, or you are unable to, attend the Meeting, we strongly encourage you to vote on the resolutions to be considered at the Meeting by completing and returning the Proxy Form in accordance with the instructions set out in this Notice and in the Proxy Form (whether you listen to the live broadcast or otherwise).

Voting on all resolutions will be conducted by a poll and the results will be announced on the ASX platform as soon as available after the conclusion of the Meeting.

The Australian government is implementing a wide range of measures to contain or delay the spread of COVID-19. If it becomes necessary or appropriate to make alternate arrangements to those set out in this Notice, the Company will notify shareholders accordingly via the Company's ASX Announcement Platform at https://www2.asx.com.au/(ASX: CWP) and our website at https://www.cedarwoods.com.au/Investor-Centre/AGM.Any shareholders who plan to attend the Meeting should closely monitor these platforms for any updates by the Company in regard to attending the Meeting in person and alternative arrangements.

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Certain terms used in this Notice have the meaning given to them in section 7 of the accompanying Explanatory Memorandum.

AGENDA

1. Ordinary Business

To receive and consider the financial statements of the Company for the year ended 30 June 2021 and the accompanying directors' report, directors' declaration and auditor's report.

2. Ordinary Resolution

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

Re-election of retiring director - Ms Valerie A Davies

Ordinary Resolution 1

That Ms Valerie A Davies FAICD, having retired in accordance with the Company's Constitution and, being eligible, offering herself for re-election, be re-elected as a director of the Company.

3. Ordinary Resolution

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

Confirmation of appointment of director - Mr Paul G Say

Ordinary Resolution 2

That Mr Paul G Say FRICS, FAPI, having been appointed as a director of the Company since the Company's last annual general meeting and, being eligible, offering himself for election, be elected as a director of the Company.

4. Ordinary Resolution

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

Adoption of remuneration report

Ordinary Resolution 3

That the remuneration report that forms part of the Company's directors' report for the financial year ended 30 June 2021, be adopted.

Note: The remuneration report is set out in the directors' report on pages 52 - 70 of the Company's 2021 annual report. Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

5. Ordinary Resolution

To consider, and if thought fit, to pass with or without amendment, the following resolution:

Approval of issue of Zero-Price Options (ZEPOs) under the FY21 Deferred STI Plan to Mr Nathan Blackburne or his nominee

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Ordinary Resolution 4

That, for the purposes of Listing Rule 10.14 and for all other purposes, shareholders of the Company authorise and approve the issue of 32,182 Zero-Price Options under the FY21 DSTI Plan by the Company to Mr Nathan Blackburne, the Company's Managing Director, or his nominee on the terms and conditions set out in the Explanatory Memorandum.

6. Ordinary Resolution

To consider, and if thought fit, to pass with or without amendment, the following resolution:

Approval of issue of Performance Rights under the FY22 LTI Plan to Mr Nathan Blackburne or his nominee

Ordinary Resolution 5

That, for the purposes of Listing Rule 10.14 and for all other purposes, shareholders of the Company authorise and approve the issue of 102,895 Performance Rights under the FY22 LTI Plan by the Company to Mr Nathan Blackburne, the Company's Managing Director, or his nominee on the terms and conditions set out in the Explanatory Memorandum.

Voting exclusion statements:

Ordinary Resolution 3

In accordance with the Corporations Act, the Company will disregard any votes cast on this resolution:

• by or on behalf of either a member of the Company's Key Management Personnel whose remuneration details are included in the remuneration report the subject of this resolution, or their Closely Related Parties, regardless of the capacity in which the votes are cast; or
• by a proxy if that proxy is a member of the Company's Key Management Personnel at the date of the Meeting or a Closely Related Party of that member.

However, in each case above, votes will not be disregarded if they are cast as a proxy for a person who is entitled to vote on this resolution:

• in accordance with a direction as to how to vote on the Proxy Form; or
• by the Chairman pursuant to an express authorisation to exercise the proxy as the Chairman decides even if this resolution is connected with the remuneration of the Company's Key Management Personnel.

If you appoint the Chairman as your proxy, and you do not direct your proxy how to vote on Ordinary Resolution 3 on the Proxy Form, you will be expressly authorising the Chairman to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chairman intends to vote undirected proxies in favour of Ordinary Resolution 3.

Ordinary Resolution 4

A vote must not be cast on this resolution by a person appointed as a proxy if the proxy is either a member of the Key Management Personnel for the Company or any of their Closely Related Parties and the appointment does not specify the way the proxy is to vote on this resolution.

However, a person described above may cast a vote on this resolution if:

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• the person is the Chairman; and
• the appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

For clarity and subject to compliance with law and the above prohibitions, Key Management Personnel who are not entitled to participate in the FY21 DSTI Plan are entitled to vote on this resolution.

If you appoint the Chairman as your proxy, and you do not direct your proxy how to vote on Ordinary Resolution 4 on the Proxy Form, you will be expressly authorising the Chairman to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chairman of the AGM intends to vote undirected proxies in favour of this Ordinary Resolution 4.

For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Ordinary Resolution 4 by or on behalf of:

• a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the FY21 DSTI Plan (or any of their nominees); or
• an associate of that person (or persons).

However, this does not apply to a vote cast in favour of Ordinary Resolution 4 by:

• a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
• the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Ordinary Resolution 5

A vote must not be cast on this resolution by a person appointed as a proxy if the proxy is either a member of the Key Management Personnel for the Company or any of their Closely Related Parties and the appointment does not specify the way the proxy is to vote on this resolution.

However, a person described above may cast a vote on this resolution if:

• the person is the Chairman; and
• the appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

For clarity and subject to compliance with law and the above prohibitions, Key Management Personnel who are not entitled to participate in the FY22 LTI Plan are entitled to vote on this resolution.

If you appoint the Chairman as your proxy, and you do not direct your proxy how to vote on Ordinary Resolution 5 on the Proxy Form, you will be expressly authorising the Chairman to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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The Chairman of the AGM intends to vote undirected proxies in favour of this Ordinary Resolution 5.

For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Ordinary Resolution 5 by or on behalf of:

• a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the FY22 LTI Plan (or any of their nominees); or
• an associate of that person (or persons).

However, this does not apply to a vote cast in favour of Ordinary Resolution 5 by:

• a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
• the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The attached Explanatory Memorandum forms part of this Notice. The memorandum is provided to assist shareholders in understanding the background to and the legal and other implications of this Notice and the reason for the resolutions proposed.

By Order of the Board

P S Freedman

Company Secretary

30 September 2021

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