Clover : 2020 AGM Notice of Meeting and 2020 Annual Report

Clover Corporation Limited

ABN 85 003 622 866

ASX ANNOUNCEMENT

20 October 2020

The Manager

Company Announcements Office ASX limited

20 Bridge Street SYDNEY NSW 2000

2020 ANNUAL REPORT & AGM NOTICE OF MEETING

Enclosed are the following documents relating to Clover Corporation Limited, which were mailed to shareholders today:

• Notice of Meeting and Proxy Form for the 2020 Annual General Meeting;
• 2020 Annual Report

A copy of the 2020 Annual Report will also be placed in the 'ASX Announcements' section of the Clover website at the following URL:

http://www.clovercorp.com.au/en/invest‐our‐business/asx‐announcements/

Signed for and on behalf of Clover Corporation Ltd

Paul Sherman

Company Secretary

Clover Corporation Limited

ACN 003 622 866

39 Pinnacle Road

Altona North, Victoria, 3025

Telephone + 61 3 8347 5000

Facsimile + 61 3 9369 8900

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the annual general meeting of Clover Corporation Limited (Company) will be held by webcast (see connection details below) on 20 November 2020 at 11:00 am (Sydney time).

Annual financial and other reports

To receive the Company's financial report, directors' report and auditor's report for the year ended 31 July 2020.

Resolution 1 - Adoption of remuneration report

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

That the remuneration report for the year ended 31 July 2020 be adopted.

Note: The remuneration report is set out on pages 14 to 21 of the Company's 2020 annual report. The vote on this resolution is advisory only and does not bind the directors of the Company.

Resolution 2 - Re-election of Mr Ian Glasson as a director

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

That Mr Ian Glasson, who retires in accordance with article 16 of the Company's constitution and, being eligible, stands for re-election, be re-elected as a director of the Company.

Resolution 3 - Election of Dr Simon Green as a director

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

That Dr Simon Green, who retires in accordance with article 15 of the Company's constitution and, being eligible, stands for election, be elected as a director of the Company.

Resolution 4 - Election of Ms Toni Brendish as a director

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

That Ms Toni Brendish, who retires in accordance with article 15 of the Company's constitution and, being eligible, stands for election, be elected as a director of the Company.

Resolution 5 - Approval of variation of FY20 performance rights acquired by Managing Director under long term incentive plan

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

That, the Company having issued to its Managing Director, Mr Peter Davey, 103,965 performance rights for the year ended 31 July 2020 (FY20 performance rights) in accordance

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with the Company's long term incentive plan which entitle him to fully paid ordinary shares in the Company for no cash consideration subject to the satisfaction of performance conditions and otherwise on and subject to the terms summarised in the explanatory statement accompanying the notice of this meeting, approval of:

1. the proposed variation of the FY20 performance rights to permit the Company to issue or otherwise provide ordinary shares (credited as fully paid) to the Managing Director in satisfaction of any entitlement to shares underlying his FY20 performance rights instead of buying the shares on market, as summarised in the explanatory statement accompanying the notice of this meeting; and
2. the issue or other provision of any ordinary shares in the Company (credited as fully paid) to the Managing Director in satisfaction of any entitlement to shares underlying his FY20 performance rights as varied;

be given for the purpose of rule 10.14 of the ASX Listing Rules, and for all other purposes.

Resolution 6 - Approval of acquisition of FY21 performance rights by Managing Director under long term incentive plan

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

That the acquisition by the Managing Director of up to 109,062 performance rights for the year ended 31 July 2021 (FY21 performance rights) in accordance with the Company's long term incentive plan which entitle him to fully paid ordinary shares in the Company for no cash consideration subject to the satisfaction of performance conditions and otherwise on and subject to the terms summarised in the explanatory statement accompanying the notice of this meeting, be approved for the purpose of rule 10.14 of the ASX Listing Rules, and for all other purposes.

Resolution 7 - Approval of Managing Director's leaving benefit due to early vesting of FY20 performance rights and FY21 performance rights

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

That the early vesting of some or all of the Managing Director's FY20 performance rights and FY21 performance rights (and vested entitlement to the underlying shares for no cash consideration) that may arise in connection with him ceasing to be employed by the Company in accordance with the terms of the FY20 performance rights and FY21 performance rights summarised in the explanatory statement accompanying the notice of this meeting, and the benefit to him in consequence of early vesting, be approved for the purposes of sections 200B and 200E of the Corporations Act and for all other purposes.

Dated: 20 October 2020

By order of the board

..................................................................

Paul Sherman

Company Secretary

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Notes:

1. A member entitled to attend and vote at this meeting is entitled to appoint not more than two other persons as the member's proxy or proxies, or attorney or attorneys, to attend and vote on behalf of the member.
2. Where two proxies or attorneys are appointed, the appointment is of no effect unless each proxy or attorney, as the case may be, is appointed to represent a specified proportion of the member's voting rights.
3. A proxy need not be a member.
4. A proxy form accompanies this notice. To be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting, namely by 11:00 am (Sydney time) on Wednesday, 18 November 2020:
5. 1. at the registered office of the Company, by:
   2. 1. hand delivery or post to 39 Pinnacle Road, Altona North, Victoria, 3025;
      2. facsimile on [phone]; or
      3. email at [e-mail];or
   3. at the Company's share registrar, Computershare Investor Services Pty Ltd (Computershare), by:
   4. 1. post to GPO Box 242, Melbourne, Victoria, 3001; or
      2. facsimile on 1800 783 447 (within Australia) or [phone] (outside Australia);

or online through www.investorvote.com.auor by such other electronic means specified in the proxy form.

1. Regulation 7.11.37 determination: A determination has been made by the board of directors of the Company under regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that those persons who are registered as the holders of shares in the Company as at 11:00 am (Sydney time) on Wednesday, 18 November 2020 will be taken to be the holders of shares for the purposes of determining voting entitlements at the meeting.
2. Webcast: As part of the Australian Government's response to Covid-19, temporary modifications have been made to the Corporations Act which allow companies to hold general meetings virtually i.e. without having to hold the meeting at a physical venue for members or their representatives to attend in person. In light of current public health restrictions relating to the COVID-19 pandemic, and to protect the health and safety of participants, the annual general meeting will be held by webcast through Chorus Call and Lumi. This facility allows members or their representatives to view and listen to live proceedings (including viewing visual presentations), ask questions via a live text facility and vote in real time using a computer, mobile phone or other device with access to the internet. Details about how to join and participate in the webcast are set out below:

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