Harvey Norman : 2020 Notice of annual General Meeting and Proxy Form

HARVEY NORMAN

HOLDINGS LIMITED

A.C.N 003 237 545

19 October 2020

Company Announcements

Australian Stock Exchange Limited

Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Dear Sir / Madam,

Re: 2020 Notice of Meeting and Proxy Form

A1 RICHMOND ROAD HOMEBUSH WEST, N.S.W 2140

LOCKED BAG 2 SILVERWATER DC, NSW 1811 AUSTRALIA

Telephone: [phone] Facsimile: [phone]

We enclose a copy of the:

1. 2020 Notice of Meeting;
2. Proxy Form; and
3. letter to Shareholders of Harvey Norman Holdings Limited.

If you have any queries, please do not hesitate to contact the writer.

This document was authorised to be provided to the ASX by the Company Secretary of Harvey Norman Holdings Limited.

Yours faithfully,

Chris Mentis

Company Secretary

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Shareholders of Harvey Norman Holdings Limited ACN 003 237 545 will be held on Wednesday 25 November 2020 at 11am (AEDST) as a virtual meeting online at https://web.lumiagm.com/370855253.

Online registration will commence at 10am (AEDST) on Wednesday 25 November 2020. Shareholders and Proxy Holders are encouraged to participate in the AGM online, which will allow them to view a live webcast, ask questions in writing and vote. Further information on how Shareholders and Proxy Holders are able to participate in the AGM are detailed at Attachment C.

AGENDA

Ordinary Business

Statements and Reports

1. To receive the Company's Financial Statements, the Directors' Declaration and the Directors' Report and Independent Audit Report for the year ended 30 June 2020.

Note: Shareholders are not required to vote on this item of business.

Remuneration Report

2. To adopt the Remuneration Report as included in the Directors' Report for the year ended 30 June 2020.

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Election of Directors

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

"That Mr Gerald Harvey, a Director who retires by rotation at the close of the Meeting in accordance with Article 63A of the Constitution of the Company and being eligible, be re-elected as a Director of the Company."

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

"That Mr Chris Mentis, a Director who retires by rotation at the close of the Meeting in accordance with Article 63A of the Constitution of the Company and being eligible, be re-elected as a Director of the Company."

5. To consider, and if thought fit, pass the following resolution as an ordinary resolution: "That Ms Luisa Catanzaro be elected as a Director of the Company."

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Special Business

Changes to the Constitution - Virtual general meetings

6. To consider, and if thought fit, pass the following resolution as a special resolution with or without amendment:

"That the Constitution of the Company be modified by:

1. inserting a new Article 41A; and
2. amending Article 42, 43 and 55 of the Constitution of the Company,

with effect from the close of the 2020 Annual General Meeting of the Company in the manner outlined in the Explanatory Notes to this Notice of Meeting and set out in the amended Constitution tabled by the Chairman of the Meeting and signed for the purpose of identification."

Changes to the Constitution - Small Holdings

7. To consider, and if thought fit, pass the following resolution as a special resolution with or without amendment:

"That the Constitution of the Company be amended by inserting a new Article 99 with effect from the close of the 2020 Annual General Meeting of the Company in the manner outlined in the Explanatory Notes to this Notice of Meeting and set out in the amended Constitution tabled by the Chairman of the Meeting and signed for the purpose of identification."

Changes to the Constitution - Uncontactable Members

8. To consider, and if thought fit, pass the following resolution as a special resolution with or without amendment:

"That the Constitution of the Company be amended by inserting a new Article 100 with effect from the close of the 2020 Annual General Meeting of the Company in the manner outlined in the Explanatory Notes to this Notice of Meeting and set out in the amended Constitution tabled by the Chairman of the Meeting and signed for the purpose of identification."

2020 Extended Term Incentive Plan

Grant of Performance Rights to Gerald Harvey and permit Gerald Harvey to acquire shares in the Company

9. To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without amendment:

"That, for the purpose of Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant up to 778,485 Performance Rights to Mr Gerald Harvey and permit Mr Gerald Harvey to acquire shares in the Company (whether by issue or by on-market purchase) under the 2020 Extended Term Incentive Plan, on the terms set out in the Explanatory Notes".

Grant of Performance Rights to Kay Lesley Page and permit Kay Lesley Page to acquire shares in the Company

10. To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without amendment:

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"That, for the purpose of Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant up to 2,179,758 Performance Rights to Ms Kay Lesley Page and permit Ms Kay Lesley Page to acquire shares in the Company (whether by issue or by on-market purchase) under the 2020 Extended Term Incentive Plan, on the terms set out in the Explanatory Notes".

Grant of Performance Rights to David Matthew Ackery and permit David Matthew Ackery to acquire shares in the Company

11. To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without amendment:

"That, for the purpose of Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant up to 648,738 Performance Rights to Mr David Matthew Ackery and permit Mr David Matthew Ackery to acquire shares in the Company (whether by issue or by on-market purchase) under the 2020 Extended Term Incentive Plan, on the terms set out in the Explanatory Notes".

Grant of Performance Rights to John Evyn Slack-Smith and permit John Evyn Slack- Smith to acquire shares in the Company

12. To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without amendment:

"That, for the purpose of Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant up to 648,738 Performance Rights to Mr John Evyn Slack-Smith and permit Mr John Evyn Slack-Smith to acquire shares in the Company (whether by issue or by on-market purchase) under the 2020 Extended Term Incentive Plan, on the terms set out in the Explanatory Notes".

Grant of Performance Rights to Chris Mentis and permit Chris Mentis to acquire shares in the Company

13. To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without amendment:

"That, for the purpose of Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant up to 493,041 Performance Rights to Mr Chris Mentis and permit Mr Chris Mentis to acquire shares in the Company (whether by issue or by on-market purchase) under the 2020 Extended Term Incentive Plan, on the terms set out in the Explanatory Notes".

Increase the total aggregate amount of directors' fees payable to all of the Company's non-executive directors

14. To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without amendment:

"That, for the purposes of Listing Rule 10.17, Article 61A of the Constitution and for all other purposes, approval be given for the Company to increase the total aggregate amount of directors' fees payable to all of the Company's non executive directors from $1,000,000 to $1,500,000, being an increase of $500,000."