PAS : Notice of Annual General Meeting & Proxy Form

22 October 2019

Dear Shareholder,

On behalf of the Board I am pleased to invite you to attend the fifth Annual General Meeting (AGM) of The PAS Group Limited (Company). The following information is enclosed:

• the Notice of AGM (Notice);
• an Explanatory Statement;
• a proxy form;
• a shareholder question form; and
• a reply-paid envelope for lodging your proxy form and/or sending any written questions to the Company before the AGM.

AGM

The AGM will be held at 11.00 am on Friday 22 November 2019 (AEDT) at the Company's head office (Meeting Room 1) at 17 Hardner Road, Mount Waverley, Victoria 3149.

Business of the AGM

The business of the AGM is set out in the Notice. The Notice and Explanatory Statement set out important information in relation to the matters to be considered by shareholders at the meeting, and I encourage you to read these materials carefully.

Attendance

If you are attending the AGM, please bring your personalised proxy form to allow the Share Registry to promptly register your attendance at the meeting. The registration desk will be open from 10:30 am (AEDT).

If you are unable to attend in person, you may wish to appoint a proxy to attend and vote at the meeting in your place. Proxy forms must be received at the Share Registry of the Company no later than 11.00 am (AEDT) on Wednesday 20 November 2019. Please refer to the Notice and proxy form regarding the appointment of a proxy.

Shareholder Questions

Shareholders attending the AGM will have the opportunity to ask questions at the AGM. If you have an issue or question that you would like to be discussed at the meeting, please complete the enclosed shareholder question form.

Written shareholder queries submitted before the AGM must be received by 11.00 am on Friday 15 November 2019 (AEDT).

I look forward to seeing you at the AGM. Yours sincerely,

Adam Gray

Chairman

The PAS Group Limited

17 Hardner Road, Mt Waverley Vic 3149 AUSTRALIA Tel [phone] Fax [phone] www.thepasgroup.com.au ACN 169 477 463

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2019 Annual General Meeting (AGM) of shareholders of The PAS Group Limited (PAS Group or Company) will be held:

Date:	Friday 22 November 2019 (AEDT)
Time:	11.00 am (AEDT)
Venue:	Meeting Room 1, 17 Hardner Road, Mount Waverley, Victoria 3149

The Explanatory Statement accompanying this Notice of Annual General Meeting (Notice) provides additional information on the matters to be considered at the AGM. The Explanatory Statement and the proxy form are part of this Notice.

1. CONSIDERATION OF REPORTS
   To receive and consider the Financial Report, the Directors' Report and the Independent Auditor's Report of the Company for the financial year ended 30 June 2019 (Reports).
   Unless the Company's Share Registry has been notified otherwise, shareholders have not been sent a hard copy of the Company's 2019 Annual Report. All shareholders can view the 2019 Annual Report, which contains the Financial Report for the year ended 30 June 2019, on the Company's website at http://www.thepasgroup.com.au.
2. QUESTIONS AND COMMENTS
   Following consideration of the Reports, the Chairman will give shareholders a reasonable opportunity to ask questions about or comment on the management of the Company.
   The Chairman will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to:
3. 1. the conduct of the audit;
   2. the preparation and content of the Independent Auditor's Report;
   3. the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
   4. the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor's Report or the conduct of the audit. A list of written questions submitted by shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the meeting.

1. ITEMS FOR APPROVAL

1. Election of Director - Christopher Murphy
   To consider and, if thought fit, pass the following as an ordinary resolution of shareholders of the Company:
   That, Christopher Murphy, who retires in accordance with clause 59 of the Company's Constitution, having offered himself for re-election and being eligible, is re-elected as a Director of the Company.
2. Remuneration Report
   To consider and, if thought fit, pass the following as a non-binding resolution of the Company:

17 Hardner Road, Mt Waverley Vic 3149 AUSTRALIA Tel [phone] Fax [phone] www.thepasgroup.com.au ACN 169 477 463

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That the Company's Remuneration Report for the financial year ended 30 June 2019 (set out in the Directors' Report), is adopted.

The Remuneration Report is set out in the 2019 Annual Report (available at http://www.thepasgroup.com.au). In accordance with section 250R(3) of the Corporations Act 2001 (Cth) (Act), the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

A vote on Resolution 2 must not be cast (in any capacity) by, or on behalf of, the following persons:

1. a member of the Key Management Personnel (KMP) whose remuneration details are included in the 2019 Remuneration Report; or
2. a closely related party of such a KMP (including close family members and companies the KMP controls).

However, a person described above may cast a vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described above and either:

1. the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or
2. the vote is cast by the Chairman of the Meeting and the appointment of the Chairman as proxy:
3. 1. does not specify the way the proxy is to vote on the resolution; and
   2. 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 KMP.

"Key management personnel" and "closely related party" have the same meaning as set out in the Act.

3. Approval of 10% Placement Capacity

To consider and, if thought fit, pass the following as a special resolution of the Company:

That subject to and conditional upon the Company being an Eligible Entity for the purposes of Listing Rule 7.1A on the date of this AGM, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital in The PAS Group Limited, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement which forms part of the Notice of Annual General Meeting.

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

1. Any person who is expected to participate in the 10% placement facility, or who will obtain a material benefit as a result of the proposed issue, except a benefit solely by reason of being a holder of ordinary securities in the Company; or
2. An associate of those persons.

As at the date of this Notice, the Company has no specific plans to issue securities under the 10% placement facility under ASX Listing Rule 7.1A and therefore it is not known who (if any) may participate in a potential issue of securities under the placement facility (if any) under ASX Listing Rule 7.1A. On that basis, the Company is not aware of any person who would be excluded from voting on this resolution.

However, the Company need not disregard a vote cast on Resolution 3 if:

17 Hardner Road, Mt Waverley Vic 3149 AUSTRALIA Tel [phone] Fax [phone] www.thepasgroup.com.au ACN 169 477 463

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1. it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
2. it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. Approval of The PAS Group Long Term Incentive Plan

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

That for the purposes of ASX Listing Rule 7.2, exception 9, section 260C(4) of the Corporations Act 2001 (Cth) and all other purposes, The PAS Group Long Term Incentive Plan (Plan) (as detailed in the Explanatory Statement accompanying and forming part of this Notice) be approved for the issue of securities under The PAS Group Long Term Incentive Plan .

Voting exclusion statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

1. a Director of the Company who is eligible to participate in The PAS Group Long Term Incentive Plan; or
2. an associate of any of those Directors.

However, the Company need not disregard a vote cast on Resolution 4 if:

1. it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
2. it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Non-executive Directors (being Mr Adam Gray, Mr Craig Holland, Mr Chris Murphy and Ms Silvia Mazzucchelli) are ineligible to participate in The PAS Group Long Term Incentive Plan or any other employee incentive scheme within The PAS Group. As a result, Non-executive Directors will not be excluded from voting on Resolution 4. Only Eric Morris and his associates will be excluded from voting.

In accordance with section 250BD of the Act, a vote must not be cast on Resolution 4 as proxy by a member of the KMP at the date of the AGM, or a closely related party of a KMP, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

By order of the Board

Marcus Crowe

Chief Financial Officer & Company Secretary

22 October 2019

17 Hardner Road, Mt Waverley Vic 3149 AUSTRALIA Tel [phone] Fax [phone] www.thepasgroup.com.au ACN 169 477 463

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ENTITLEMENT TO ATTEND AND VOTE

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7:00 pm (AEDT) on Wednesday 20 November 2019 are entitled to attend and vote at the AGM as a shareholder.

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

Voting by Proxy

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 Act to exercise its powers as proxy at the AGM.

A proxy need not be a shareholder of the Company.

A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder's votes. However, if two proxies are appointed, neither proxy may vote on a show of hands.

To be effective, the proxy must be received at the Share Registry of the Company no later than 11.00 am (AEDT) on Wednesday 20 November 2019. Proxies must be received before that time by one of the following methods:

By post:	The PAS Group Limited
	C/- Link Market Services Limited
	Locked Bag A14
	SYDNEY SOUTH NSW	1235
	Australia
Online:	www.linkmarketservices.com.au
By delivery:	Link Market Services Limited
	1A Homebush Bay Drive
	RHODES NSW 2138
By facsimile:	In Australia:	[phone]
	From outside Australia:	[phone]

To be valid, a proxy must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

Voting by Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later 11.00 am (AEDT) on Wednesday 20 November 2019, being 48 hours before the AGM.

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Act. The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the company's representative.

17 Hardner Road, Mt Waverley Vic 3149 AUSTRALIA Tel [phone] Fax [phone] www.thepasgroup.com.au ACN 169 477 463

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