OrotonGroup : 28/10/2016 - Notice of Annual General Meeting

NOTICE OF MEETING 2016 Annual General Meeting

Annual General Meeting of OrotonGroup Limited (the Company) will be held at 11:00 am on Thursday, 1 December 2016 at the Hilton Sydney

Level 1, Room 3,

488 George Street, Sydney NSW 2000

OrotonGroup Limited ABN 14 000 038 675 ACN 000 038 675

2016 Annual General Meeting NOTICE OF MEETING

Notice is given that the 2016 Annual General Meeting of OrotonGroup Limited ABN 14 000 038 675 (the Company) will be held at 11:00 am on Thursday, 1 December 2016 at the Hilton Sydney, Level 1, Room 3, 488 George Street, Sydney NSW 2000

This Notice should be read in conjunction with the accompanying Explanatory Memorandum. A proxy form accompanies this Notice.

CONSIDERATION OF REPORTS

To receive and consider the Financial Report, the Directors' report and the Independent audit report of the Company and its controlled entities for the financial year ended 30 July 2016.

ORDINARY BUSINESS

Resolution 1 - Adoption of Remuneration Report

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

"That the Company's Remuneration Report for the year ended 30 July 2016 (set out in the Directors' Report) be adopted." Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

The Chairman of the meeting intends to vote all available proxies IN FAVOUR of this resolution.

Resolution 2 - Re-election of Director John P Schmoll

To consider and, if thought fit, pass the following as an ordinary resolution of the Company: "That John P Schmoll be re-elected as a Director of the Company."

The Chairman of the meeting for this item of business intends to vote all available proxies IN FAVOUR of this resolution.

Resolution 3 - Re-election of Director Ross B Lane

To consider and, if thought fit, pass the following as an ordinary resolution of the Company: "That Ross B Lane be elected as a Director of the Company."

The Chairman of the meeting for this item of business intends to vote all available proxies IN FAVOUR of this resolution.

Resolution 4 - Approval of Grant of Performance Rights to Mark Richard Newman

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

"That for all purposes, including for the purposes of ASX Listing Rule 10.11 and Section260B of the Corporations Act, approval is given for:

• the grant of up to 133,750 Performance Rights to Mark Richard Newman, and,

• subject to vesting of those Performance Rights, for the issue and acquisition of up to 133,750 Shares, by Mark Richard Newman,

under the Scheme and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting."

The Chairman of the meeting intends to vote all available proxies IN FAVOUR of this resolution.

VOTING EXCLUSION STATEMENT

Resolution 1 - Remuneration Report

The Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of:

1. a member of the Key Management Personnel as disclosed in the Remuneration Report; and

2. a Closely Related Party of those persons,

However, the Company need not disregard a vote if it is cast:

1. as proxy for a person entitled to vote in accordance with a direction on the proxy form; or

2. by the Chairman of the meeting under the authority on the proxy form.

Resolution 4 - Approval of Grant of Performance Rights to Mark Richard Newman

The Company will disregard any votes cast on Resolution 4:

1. by Mr Newman and any of his associates; or

2. as a proxy by a member of the Key Management Personnel, or any of their Closely Related Parties. However, the Company need not disregard a vote if it is cast:

1. as proxy for a person entitled to vote in accordance with a direction on the proxy form; or

2. by the Chairman of the meeting under the authority on the proxy form.

For clarity, Key Management Personnel (excluding Mr Newman and his associates) are able to vote in their own capacity on Resolution 4.

Dated: 28 October 2016

BY ORDER OF THE BOARD

Vanessa De Bono Company Secretary

NOTES

1. Proxies

   If you are a Shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with Section 250D of the Corporations Act to exercise its powers as proxy at the AGM.

   If you are entitled to cast two or more votes, you may nominate one or two persons to vote on your behalf at the AGM. If two proxies are appointed, each proxy may be appointed to represent a specified number or proportion of your votes. Fractions of votes resulting from the appointment of proxies will be disregarded. If no such number or proportion is specified, each proxy may exercise half your votes. A proxy form and a reply paid envelope have been included for members with the Notice. Proxy voting instructions are provided on the back of the proxy form.

   Key Management Personnel and their Closely Related Parties (other than the Chairman) with proxy appointments that do not contain a direction must not vote those proxy appointments on Resolutions 1 or 4.

   A proxy need not be a holder of Company shares. If you wish to direct a proxy how to vote on any resolution, place a mark (e.g. a cross) in the appropriate box on the proxy form and your votes may only be exercised in that manner. You may split your voting direction by inserting the number of shares or percentage of shares that you wish to vote in the appropriate box.

2. Proxy Delivery

   Proxies given by post, fax, delivery or online must be received by the Company's share registry, Link Market Services Limited, by no later than 11.00 am (Sydney time) on 29 November 2016 being 48 hours before the AGM:

   By post: Link Market Services Limited Locked Bag A14

   Sydney South NSW 1235

   By facsimile: In Australia 02 9287 0309

   From outside Australia 61 2 9287 0309

   By delivery: Link Market Services Limited

   1A Homebush Bay Drive, Rhodes, NSW, 2138 or

   Level 12, 680 George Street, Sydney, NSW, 2000

   Online: www.linkmarketservices.com.au

   Any revocations of proxies must be received at one of these places before the commencement of the meeting, or at the registration desk on the day of the meeting until the commencement of the meeting.

3. Power of Attorney

   If a member has appointed an attorney to attend and vote at the meeting, or if the proxy is signed by an attorney, the power of attorney (or a certified copy of the power of attorney) must be received by the Company's share registry, Link Market Services Limited, at the address or fax number in section 2 above, by no later than 11.00 am (Sydney time) on 29 November 2016 being 48 hours before the AGM, unless the power of attorney has been previously lodged with the Company's share registry for notation and has not expired or otherwise been revoked.

4. Corporate Representatives

   If a corporate member wishes to appoint a person to act as its representative at the meeting, that person should be provided with a letter or certificate authorising him or her as the company's representative (executed in accordance with its constitu tion) or with a copy of the resolution appointing the representative, certified by a secretary or director of the company. A form of certificate may be obtained from the Company's share registry.

5. Members Eligible to Vote

   In accordance with Reg. 7.11.37 of the Corporations Regulations 2001, the Board has determined that persons who are registered holders of shares of the Company as at 7.00pm (Sydney time) on 29 November 2016 will be entitled to attend and vote at the meeting as a Shareholder.

6. Voting at the Meeting

An ordinary resolution will be passed where more than 50% of the eligible votes cast are in favour of it.