Devine : Notice of Extraordinary General Meeting/Proxy Form

18 April 2019

ASX Market Announcements

Australian Securities Exchange Limited

Level 4, 20 Bridge Street

Sydney, NSW, 2000

2019 AGM Notice of Meeting and Proxy Form

In accordance with Listing Rule 3.17, please find attached copies of the Notice of Meeting and Proxy Form for the Company's 2019 Annual General Meeting (AGM).

The AGM will be held at the Devine Head Office, Level 2, KSD1, 485 Kingsford Smith Drive, Hamilton, Queensland, on Wednesday 22 May 2019 at 3.00pm (AEST).

The Notice of Meeting and Proxy Form together with the Company's 2018 Annual Report will be dispatched to shareholders today.

The 2018 Annual Report was previously released to the ASX on 29 March 2019.

These documents are also available on the Devine Group website at devinegroup.com.au.

Yours faithfully

Devine Limited

James Mackay

Company Secretary

NOTICE OF ANNUAL GENERAL MEETING

To: The Shareholders

Notice is hereby given that the 2019 Annual General Meeting of Devine Limited (Company) will be held at the

Devine Limited Offices, KSD1, Level 2, 485 Kingsford Smith Drive, Hamilton, on Wednesday, 22 May 2019 at 3.00 pm (AEST) (AGM or Meeting).

AGENDA

1.Annual Financial Report and Directors' and Auditor's Reports

To receive the Annual Financial Report and Reports of the Directors and Auditor for the financial year ended 31 December 2018 (2018 Financial Year).

2.Remuneration Report

To consider and, if thought fit, to pass the following item as a non-binding ordinary resolution:

'That the Remuneration Report for the 2018 Financial Year be adopted'.

3.Re-electionof Director - Mr George Sassine

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

'That, Mr George Sassine, who was appointed as a Non-executive Director of the Company on 18 January 2016 and in accordance with clause 19.3(b) of the Company's Constitution, and being eligible, be re-elected as a Director of the Company'.

Information about the candidate is set out in the Explanatory Notes which accompany this Notice of Annual General Meeting.

4.Election of Director - Mr John McLeod Campbell

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

'That, Mr John McLeod Campbell, who was appointed as an Executive Director of the Company on 9 July 2018 and in accordance with clause 19.2 of the Company's Constitution, and being eligible, be elected as a Director of the Company'.

Information about the candidate is set out in the Explanatory Notes which accompany this Notice of Annual General Meeting.

5.Conditional Spill Meeting Resolution

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

'That, subject to and conditional on at least 25% of the votes cast on Item 2, being cast against the adoption of the Company's Remuneration Report for the 2018 Financial Year:

a.an extraordinary general meeting of the Company (Spill Meeting) be held within 90 days of the passing of this resolution;

b.all of the non-executive directors in office when the resolution to approve the Directors' Report for the 2018 Financial Year was passed (being Mr David Robinson and Mr George Sassine) and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and

c.resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to vote at the Spill Meeting.

The Explanatory Notes and the voting information form part of this Notice of Meeting and should be read in conjunction with it.

By Order of the Board

James Mackay

Company Secretary

Brisbane

18 April 2019

2	DEVINE LIMITED ACN 010 769 365 NOTICE OF ANNUAL GENERAL MEETING

NOTES

(a)You are eligible to attend and vote at the AGM if you are registered as a Shareholder of the Company at 7:00pm on Monday, 20 May 2019.

(b)A member who is entitled to attend and cast a vote at the meeting, including a body corporate, is entitled to appoint a proxy.

(c)The proxy need not be a member of the Company and may be an individual or a body corporate. A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the member's votes.

(d)If you wish to appoint a proxy and are entitled to do so, then complete and return the enclosed proxy form. To be effective, the proxy form must be received at the share registry of the Company, Computershare Investor Services, no later than 3.00pm (AEST) on Monday, 20 May 2019. If you require an additional proxy form, please contact Computershare Investor Services on 1300 787 474.

(e)If you are signing the proxy form under power of attorney or another authority, the original power of attorney or other authority under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by Computershare Investor Services no later than

3.00pm (AEST) on Monday, 20 May 2019.

(f)A body corporate may elect to appoint an individual as its corporate representative in accordance with section 250D of the Corporations Act in which case the Company will require written proof of the representative's appointment which must be lodged with or presented to the Computershare Investor Services before the meeting.

(g)The Company has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 that for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded in the Company's register of members as at 7.00pm (AEST) on Monday, 20 May 2019.

(h)If more than one joint holder of Shares tenders a vote at the AGM (whether personally, by proxy, by attorney or by duly appointed representative), only the vote of the joint holder whose name appears first on the register will be counted.

(i)If you have any queries on how to cast your votes then call Computershare Investor Services on 1300 787 474 during business hours.

Proxies must be received before 3.00pm (AEST) on Monday, 20 May 2019 by one of the following methods:

By post:	Computershare Investor Services Pty Limited
	GPO Box 242
	Melbourne VIC 3001
By facsimile:	In Australia 1800 783 447
	From outside Australia + 61 3 9473 2555

By visiting www.investorvote.com.au and logging in using the control number found on the front of your accompanying proxy form.

Intermediary Online subscribers (Institutions/Custodians) may lodge their proxy instruction online by visiting www.intermediaryonline.com.

The Company reserves the right to declare invalid any proxy not received in this manner.

DEVINE LIMITED ACN 010 769 365 NOTICE OF ANNUAL GENERAL MEETING

3

VOTING EXCLUSION STATEMENT AND CHAIRMAN AS PROXY

Items 2 and 5

The Company will disregard any votes cast in favour of Items 2 and 5:

•by or on behalf of a member of the Key Management Personnel (KMP) whose remuneration is disclosed in the Remuneration Report or a Closely Related Party of a member of the KMP, regardless of the capacity in which the vote is cast, and

•as a proxy by a member of the KMP at the date of the meeting, or a Closely Related Party of a member of the KMP,

unless the vote is cast as a proxy for a person entitled to vote on Items 2 and 5 in accordance with a direction on the proxy form or by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of the Company's KMP.

If you appoint the Chairman as your proxy, or the Chairman is appointed as your proxy by default, and you do not direct the Chairman how to vote, you will be authorising the Chairman to exercise undirected proxies by signing and returning the proxy form (notwithstanding Item 2 and Item 5 are connected directly or indirectly with the remuneration of the KMP).

The Chairman intends to vote all undirected proxies in favour of all proposed resolutions, other than the resolution in Item 5 (Spill Meeting). The Chairman intends to vote against the resolution in Item 5 (Spill Meeting) if it is put.

Further details regarding proxy voting are set out in the proxy form accompanying this Notice of Meeting.

EXPLANATORY NOTES

The Explanatory Notes have been prepared to assist Shareholders with their consideration of the items to be put to the Annual General Meeting to be held on Wednesday, 22 May 2019.

1.Annual Financial Report and Directors' and Auditor's Reports

The Corporations Act requires that the report of the Directors, the Auditor's report and the Annual Financial Report be laid before the AGM. In addition, the Company's Constitution provides for such reports and statements to be received and considered at the meeting. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the AGM on such reports or statements. Shareholders will be given ample opportunity to raise questions with respect to these reports and statements at the meeting.

In addition to Shareholders being given a reasonable opportunity to ask questions about, or make comments on, the management of the Company at the meeting, Shareholders may address questions to the Company's Auditor, Ernst & Young, which are relevant to:

(a)the independence of the Auditor in relation to the conduct of the audit;

(b)the preparation and content of the Auditor's Report to be considered at the meeting;

(c)the conduct of the audit of the Financial Report to be considered at the meeting; or

(d)the accounting policies adopted by the Company in relation to the preparation of the financial statements.

Pursuant to section 250PA of the Corporations Act, Shareholders may also submit written questions to the Company's auditor through Computershare Investor Services quoting "Devine Ltd" on or before 5.00 pm (AEST) on Wednesday, 15 May 2019 to:

By post:	By fax:
Computershare Investor Services Pty Ltd	In Australia 1800 783 447
GPO Box 242	From outside Australia + 61 3 9473 2555
Melbourne VIC 3001

Responses to the most frequently asked questions will be consolidated and made available at the meeting and posted on the Company's website as soon as practicable after the meeting.

4	DEVINE LIMITED ACN 010 769 365 NOTICE OF ANNUAL GENERAL MEETING