Sunland : EGM Notice of Meeting

For personal use only

Sunland Group Limited

ACN 063 429 532

Notice of Extraordinary General Meeting to be held

Date: 23 December 2021

Time: 10:00am (Brisbane time)

Place: Cypress Room 2, RACV Royal Pines Resort Hotel

Ross Street Benowa QLD 4217

Important:

This Notice of Extraordinary General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

The Proposed Transaction (proposed sale of The Lakes Property on the terms and conditions set out in this Notice) requires Shareholder approval under the Listing Rules and the Corporations Act. The Proposed Transaction will not proceed if the Proposed Lakes Sale Resolution is not passed.

Shareholders should refer to the Independent Expert's Report accompanying this Notice. The Independent Expert's Report opines on the fairness and reasonableness of the Proposed Transaction to Shareholders entitled to vote on the Proposed Transaction.

The Independent Expert has determined that the Proposed Transaction is fair and reasonable to the non-associatedShareholders.

B:10902705_12 AHA

For personal use only

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the extraordinary general meeting of Sunland Group Limited (the Company or Sunland) will be held at Cypress Room 2, RACV Royal Pines Resort Hotel, Ross Street Benowa, QLD at 10:00am (Brisbane time) on 23 December 2021.

Important: The Proposed Transaction requires Shareholder approval under the Listing Rules and the Corporations Act. The Proposed Transaction will not proceed if the Proposed Lakes Sale Resolution is not passed.

Capitalised words in this Notice have the meaning given to them in the Glossary and Interpretation section 20 of the Explanatory Statement that accompanies and forms part of this Notice.

The Explanatory Statement describes in more detail the matters to be considered.

1. Agenda

Proposed Lakes Sale Resolution - Approval of the sale of The Lakes Property

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

"That, for the purposes of ASX Listing Rule 10.1 and section 208 of the Corporations Act, and for all other purposes, the sale of The Lakes Property by Sunland Developments No 22 Pty Ltd (a wholly owned subsidiary of the Company) to:

• The Lakes Lot 909 Pty Ltd ACN 653 499 702, in respect of Lot 909; and
• The Lakes Lot 916 Pty Ltd ACN 653 499 711, in respect of Lot 916,

for an aggregate amount of $32,750,000 and otherwise on the terms and conditions of the respective put and call option agreements, and as set out in the Explanatory Statement accompanying this Notice (Proposed Transaction), be approved."

2. Independent Expert's Report

Shareholders should carefully consider the Independent Expert's Report contained in Annexure A which opines on whether the Proposed Transaction is fair and reasonable to Shareholders entitled to vote on the Proposed Lakes Sale Resolution.

The Independent Expert has determined that the Proposed Transaction is fair and reasonable to the non-associated Shareholders.

3. Voting Restrictions

The Corporations Act and the ASX Listing Rules require that certain persons must not vote in particular ways, and the Company must disregard particular votes cast by or on behalf of certain persons, on certain resolutions to be considered at the EGM. These voting restrictions are described below.

1. ASX voting exclusion

In accordance with Listing Rules 10.1 and 14.11, the Company will disregard any votes cast in favour of the Proposed Lakes Sale Resolution by or on behalf of:

1. the Buyers and any other person who will obtain a material benefit as a result of the Proposed Transaction (except a benefit solely by reason of being a holder of ordinary securities in the Company) (Prescribed Persons); or
2. an Associate of the Prescribed Persons.

B:10902705_12 AHA

For personal use only

However, this does not apply to a vote cast in favour of the Proposed Lakes Sale Resolution by:

1. 1. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
   2. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
   3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
   4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
      2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
2. Voting Prohibition statement
   In accordance with section 224 of the Corporations Act, a vote on the Proposed Lakes Sale Resolution must not be cast (in any capacity) by, or on behalf of:
3. 1. a Related Party of Sunland to whom the Proposed Lakes Sale Resolution would permit a Financial Benefit to be given; or
   2. any of their associates,

unless

1. it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Proposed Lakes Sale Resolution; and
2. It is not cast on any behalf of a Related Party or associate of the kind referred to in (i) - (iii) above.

4. Chair of the meeting

Soheil Abedian, or his appointee, will act as Chairman of the meeting.

B:10902705_12 AHA

For personal use only

5. Voting intentions of the Chairman

The Chairman intends to vote all Undirected Proxies in favour of the Proposed Lakes Sale Resolution.

By order of the Board

Grant Harrison

Company Secretary

Dated 18 November 2021

For personal use only

Page 5

Notes

1. A copy of the Company's Constitution is available for inspection at the registered office of the
   Company or on the Company's website at www.sunlandgroup.com.au.
2. Under regulation 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) and in accordance with rule 5.6.1 of the ASX Settlement Operating Rules, the Board have determined that the shareholding of each Shareholder for the purposes of ascertaining their Voting Power at the EGM will be as it appears in the Share register at 7.00pm (Sydney time) 21 December 2021. Accordingly, and subject to any Voting Restriction, those persons are entitled to attend and vote at the meeting.
3. A Shareholder entitled to attend and vote at this EGM of the Company may appoint a proxy or attorney to vote on their behalf. A Shareholder who is a body corporate may appoint a representative to attend and vote on its behalf.
4. A Shareholder who is entitled to cast two or more votes at the EGM may appoint two proxies or attorneys and must specify the proportion each proxy or attorney is entitled to exercise. If two proxies or attorneys are appointed and the appointment does not specify the proportion or number of the Shareholder's votes, then the appointment is of no effect and neither of them may vote. A proxy or attorney need not be a Shareholder.
5. The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation.
6. To be effective, the instrument appointing a proxy (and the original power of attorney, if any, under which it is signed or a certified copy) must be received no later than 10.00am (Brisbane time) on 21 December 2021 (48 hours before the time of the meeting). Documents may be lodged electronically, in person, by mail or by fax as follows:
7. 1. electronically:www.linkmarketservices.com.au

		Login to the Link's website using the holding details as shown on the
		proxy form. Select 'Voting' and follow the prompts to lodge your vote.
		To use the online lodgement facility, Shareholders will need their
		"Holder Identifier" (Securityholder Reference Number (SRN) or Holder
		Identification Number (HIN) as shown on the front of the Proxy Form).
(b)	in person:	Share Registry - Link Market Services Limited, 1A Homebush Bay Drive,
		Rhodes NSW 2138, Australia (during business hours Monday to Friday,
		9:00am - 5:00pm).
(c)	by mail:	Share Registry - Sunland Group Limited C/- Link Market Services
		Limited, Locked Bag A 14, Sydney South NSW 1235, Australia.
(d)	by fax:	[phone].

1. Any proxy form received after this deadline including at the meeting will be treated as invalid.
2. If you appoint a proxy, you may still attend at the meeting. However, your proxy's rights to speak and vote at the meeting are suspended while you are present and, therefore, you will be asked to revoke your proxy upon registering your presence at the meeting.