Diversified United Investment : 2017 Notice of Annual General Meeting & Proxy Form

Notice of Annual General Meeting‌

Diversified United Investment Limited ABN 33 006 713 177

The Annual General Meeting of shareholders of Diversified United Investment Limited ("the Company") will be held at the offices of Evans & Partners, Mayfair Building, 171 Collins Street, Melbourne, Victoria on Monday 16thOctober 2017 at 11:00 am.

Business: Financial Statements and Reports:

1. To receive the Statement and Report of the Directors, the Report of the Auditor and the Financial Statements for the financial year ended 30 June 2017. The auditor will be available at the meeting to receive questions from shareholders about the preparation of the auditor's report and the conduct of the audit.

   Remuneration Report:

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

   "That the Remuneration Report that forms part of the Directors' Report for the Company for the financial year ended 30 June 2017 be adopted."

   The Remuneration Report is set out on page 13 of the Annual Report.

   Please note that the vote on this resolution is advisory only and does not bind the directors or the Company.

   Directors:

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

   "That Mr A R Burgess, a Director retiring from office by rotation in accordance with clause 62 of the Constitution, being eligible, is re-elected as a Director of the Company."

   Mr Burgess has over 35 years' experience in corporate finance in Melbourne, London and New York. He is Chief Executive Officer of Flagstaff Partners Pty Ltd (since 2010), an independent corporate finance advisory firm. He was formerly Global Co-Head of Mergers and Acquisitions at Deutsche Bank AG, based in London. He is a Governor of The Ian Potter Foundation Limited (since 2013), Chairman of the Foundation for Business and Economics at the University of Melbourne, a Director of the Melbourne Business School Limited and a member of the Board of Management of the Melbourne Theatre Company.

   Directors other than Mr Burgess unanimously recommend that shareholders vote in favour of Mr Burgess' re-election.

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

   "That Mr A J P Larke, a Director retiring from office by rotation in accordance with clause 62 of the Constitution, being eligible, is re-elected as a Director of the Company."

   Mr Larke is a Non-Executive Director of DuluxGroup Ltd and IXOM (a leading Australasian chemicals business). Formerly he held senior corporate strategy roles in Orica Ltd and North Ltd and has been involved in mergers, acquisitions and divestments as well as corporate advisory for over 25 years. He is Chairman of the Company's Audit and Risk Management Committee.

   Directors other than Mr Larke unanimously recommend that shareholders vote in favour of Mr Larke's re-election.

   Renewal of Proportional Takeover provisions in the Constitution:

5. To consider, and if thought fit, to pass the following resolution as a special resolution:

"That the provisions of the Company's constitution are altered by re-inserting clauses 29.1 to 29.8 inclusive (in the form approved by members on 14 October 2014) for the period of 3 years commencing on the date of this resolution."

An explanation and reasons for the proposed resolution is set out in the attached Explanatory Statement.

Other Business

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.

Voting entitlements

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Company's shares quoted on ASX Limited at 7.00pm Melbourne time on 14thOctober 2017 are taken, for the purpose of the general meeting to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not excluded) at the meeting.

Voting exclusion statements

A vote must not be cast on Resolution 2 by or on behalf of a member of Diversified United Investment Ltd's Key Management Personnel ("KMP"), details of whose remuneration are included in the Remuneration Report, and their closely related parties, whether as a shareholder or as a proxy, except a vote may be cast on Resolution 2 by a KMP, or a closely related party of a KMP, if:

• the vote is cast as a proxy;

• appointed by writing that specifies how the proxy is to vote on Resolution 2; and

• the vote is not cast on behalf of a KMP or a closely related party of a KMP.

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of all resolutions.

If the Chairman of the meeting is appointed as your proxy you are expressly authorising the Chairman of the meeting to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Proxies

A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. The Proxy Form must be received at the share registry of the Company, Link Market Services Limited, located at Locked Bag A14, Sydney South, NSW 1235 or received by facsimile to Link Market Services on 61 2 9287 0309 by 11.00 am Saturday 14thOctober 2017.

Dated this 13thday of September 2017 By order of the Board

Andrew J Hancock. Company Secretary

DIVERSIFIED UNITED INVESTMENT LIMITED

ABN 33 006 713 177

Explanatory Statement

This explanatory statement relates to the notice of meeting dated 13thSeptember 2017.

Item 5: Renewal of Proportional Takeover Approval Provisions in Constitution

The Board seeks approval by special resolution of shareholders for the re-insertion of proportional takeover approval provisions in the Company's Constitution. The proportional takeover approval provisions require that a proportional takeover bid in respect of the Company may only proceed after shareholder approval.

The Company has in the past adopted and from time to time renewed proportional takeover provisions in its Constitution. These were last renewed in October 2014. Under the Corporations Act these provisions have effect for a maximum of three years and any renewal is to be made by alteration of the Constitution approved by shareholders. The Company now wishes to re-insert the provisions previously included in clauses 29.1 to

29.8 inclusive of the Constitution in the same form as they were previously approved. A copy of the Company's Constitution including the wording of clauses 29.1 to 29.8 inclusive is available at the Company's websitewww.dui.com.au.

1. Effect of proposed proportional takeover provisions

   The effect of the proposed provisions is that:

2. if a proportional takeover offer is received, the Directors are required to convene a general meeting of shareholders to vote on a resolution to approve the offer or conduct a postal ballot to approve the offer. That meeting must be held at least 15 days before the offer closes;

3. a majority of shares voting in favour at the meeting, excluding the shares of the offeror and its associates, is required for the resolution to be passed;

4. if no resolution is voted on at least 15 days before the close of the offer, such a resolution is deemed to have been approved;

5. if the resolution is rejected, the registration of any transfer of shares resulting from the proportional offer will be prohibited and, under the Corporations Act, the offer will be ineffective; and

6. if the resolution is approved, the registration of any transfers of shares resulting from the proportional offer will be registered provided they comply with the other provisions of the Constitution.

   The provisions will not apply to full takeover offers. If the provisions are adopted, they will expire in accordance with the Corporations Act in three (3) years time unless renewed by further special resolution.

7. Reasons for proposing the resolution

   The Board considers that shareholders should have the opportunity to decide whether a proposed proportional takeover offer should proceed by voting upon it. If it does proceed, individual shareholders can make a separate decision as to whether they wish to accept the offer.

   - 2 -

   A proportional takeover bid for the Company may enable control of the Company to be acquired by a party holding less than a majority position and without shareholders having the opportunity to dispose of all of their shares, so that shareholders could be at risk of being left as part of a minority interest in the Company. If the Constitution includes these proportional takeover provisions, it will minimise the risk to shareholders.

8. Present acquisition proposals

   As at the date of this notice, no Director is aware of any proposal by a person to acquire, or increase the extent of, a substantial interest in the Company.

9. Review of the previous proportional takeover provisions

   There has not been any proportional takeover bid during the period that the provisions were in effect.

   The potential advantages and disadvantages of the proportional takeover provisions for the Directors and shareholders are set out below.

10. Potential advantages of the proportional takeover approval provisions for the Directors and shareholders

11. Enables the Board to formally ascertain the views of shareholders in respect of a proportional takeover offer.

12. Ensures that shareholders will have an opportunity to study a proportional takeover offer and vote on whether the offer should be permitted to proceed.

13. Enables shareholders to prevent a proportional takeover bid from proceeding if they believe that control of the Company should not be permitted to pass under the bid.

14. May encourage a proportional bid to be structured so as to be attractive to a majority of independent shareholders.

15. Potential disadvantages of the proportional takeover provisions for the Directors and shareholders

16. May discourage proportional takeover bids for the Company.

17. May as a result reduce any 'takeover speculation' element in the Company's share price or deny shareholders the opportunity of selling some of their shares at a premium.

18. May restrict the ability of individual shareholders to deal freely with their shares in some circumstances.

19. Recommendation

20. The Board considers that it is in the interest of shareholders to have a continuing right to decide if any proportional takeover should proceed and recommends you vote in favour of the renewal of the proportional takeover provisions in the Constitution at the Annual General Meeting.