Thorn : Notice of Annual General Meeting

For personal use only

THORN GROUP LIMITED

(ACN 072 507 147)

NOTICE OF 2022 ANNUAL GENERAL

MEETING

NOTICE is hereby given of the 2022 Annual General Meeting of Shareholders of Thorn Group Limited ACN 072 507 147 (the "Company") to be held:

Date:	Friday, 19 August 2022
Time:	11.00am (Sydney time)
Venue:	Virtually - online athttps://meetnow.global/MWSAC2P

The Annual General Meeting will be conducted virtually through the Computershare AGM platform.

The Computershare AGM platform will allow shareholders to listen to the AGM, vote and ask questions online in real time. Visitors will be able to listen to the AGM via the Computershare meeting platform but will not have access to vote or ask questions.

HOW DO I PARTICIPATE IN THE MEETINGS ONLINE?

To participate in the meeting, you can log in by entering the following URL: https://meetnow.global/MWSAC2Pon your computer, tablet or smartphone.

Online registration will open 30 minutes before the meeting.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their login details.

To participate in the meeting online follow the instructions below.

1. Click on 'Join Meeting Now'.
2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on [phone] prior to the meetings to obtain their login details.
3. Enter your postcode registered to your holding if you are an Australian shareholder. If you are an overseas shareholder, select the country of your registered holding from the drop down list.
4. Accept the Terms and Conditions and 'Click Continue'.

BUSINESS

1. Chair's address and CEO's review of operations
2. Receipt of Annual Financial Report
   Receipt and consideration of the Company's Financial Report, the Directors' Report and the Auditor's Report for the year ended 31 March 2022.
   There is no vote required on this item. Copies of the Reports are included in the Company's Annual Financial Report.
3. Adoption of Remuneration Report (Resolution 1)
   To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:
   "That for the purpose of section 250R(2) of the Corporations Act 2001 (Cth), and for all other purposes, the Remuneration Report for the year ended 31 March 2022 (which is set out in and forms part of the Directors' Report) be adopted."
   The vote on this Resolution is advisory only and does not bind the Directors or the Company.

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The Company will disregard any votes cast on this Resolution by certain persons. Details of the voting exclusions applicable to this Resolution are set out in the "Voting Exclusions" section on pages 3 and 4 below.

4. Re-election of Mr Warren McLeland as a director (Resolution 2)

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

"That Mr Warren McLeland, who retires by rotation in accordance with rule 48(a) of the Company's constitution and being eligible for re-election, be re-elected as a director of the Company."

Mr Paul Oneile, the Company's Deputy Chair will chair Item 4 (Resolution 2).

Dated: 15 July 2022

By order of the Board

Alexandra Rose

Company Secretary

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VOTING BY PROXY

1. (right to appoint): Each Shareholder has the right to appoint a proxy to attend and vote for the Shareholder at this Meeting.
2. (two proxies): a Shareholder may appoint two proxies. Where two proxies are appointed:
3. 1. a separate Proxy Form should be used to appoint each proxy; and
   2. the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and, if it does not do so, each proxy may exercise half of the votes.
4. (who may be a proxy): A Shareholder can appoint any other person to be their proxy. A proxy may be an individual or a body corporate and need not be a Shareholder of the Company. The proxy appointed can be described in the Proxy Form by an office held, for example, "the Chair of the meeting".
5. (signature(s) of individuals): In the case of Shareholders who are individuals, the Proxy Form must be signed:
6. 1. if the shares are held by one individual, by that Shareholder; or
   2. if the shares are held in joint names, by any one of them.
7. (signatures on behalf of companies): In the case of a Shareholder who is a company, the Proxy Form must be signed:
8. 1. if it has a sole director who is also sole company secretary, by that director in the appropriate box; or
   2. in the case of any other company, by either 2 directors or a director and company secretary.
9. (other authorised persons): If the person signing the Proxy Form is doing so under power of attorney, or is an officer of a company outside of paragraph (e) above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certified copy of it), as well as the Proxy Form, must be received by the Company by the time and at the place or in the manner set out in paragraph (g) below.
10. (lodgement place and deadline): A Proxy Form accompanies this Notice of Meeting.
11. 1. To be effective, Proxy Forms (duly completed and signed) must be received by the Company:
    2. 1. at Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001; or
       2. by facsimile (within Australia) on 1800 783 447 or (outside Australia) [phone],

no later than 11.00am (Sydney time) 17 August 2022.

1. 1. For custodians who are subscribers of Intermediary Online, please submit your votes electronically via www.intermediaryonline.com no later than 11.00am (Sydney time) 17 August 2022.
2. (online voting) You can cast your vote online at www.investorvote.com.au. To use this facility, please follow the instructions on your enclosed Proxy Form.

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A proxy is not revoked by the relevant Shareholder attending and taking part in the Meeting unless the Shareholder actually votes at the Meeting on the resolution for which the proxy is proposed to be used.

Shareholders who appoint a proxy should consider how they wish to direct the proxy to vote, that is, whether the Shareholder wishes the proxy to vote "for" or "against", or abstain from voting, on each Resolution, or whether to leave the decision to the appointed proxy after discussion at the Meeting.

THE CHAIR OF THE MEETING ACTING AS PROXY

You may appoint the Chair of the Meeting as your proxy. The Chair is deemed to be appointed where a signed Proxy Form is returned which does not contain the name of the proxy.

If you direct the Chair how to vote on an item of business, on a poll, the Chair must vote in accordance with the direction.

For proxies without voting instructions that are exercisable by the Chair, the Chair intends to vote all available proxies in favour of each of Resolutions 1 and 2.

In relation to the Adoption of Remuneration Report (being Resolution 1), if the Chair is appointed as your proxy, and you have not directed your proxy how to vote on the Resolution, please note that by completing and returning the Proxy Form you will be expressly authorising the Chair to exercise your undirected proxy on this Resolution even though it is connected with the remuneration of the Company's Key Management Personnel (whose remuneration details are included in the Remuneration Report).

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

For the purposes of this Meeting and in accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that a person is entitled to vote at the Meeting if that person is set out in the register of Shareholders as at 7.00pm (Sydney time) on Wednesday, 17 August 2022.

VOTING EXCLUSIONS

The Corporations Act 2001 (Cth) and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by or on behalf of certain persons, on certain Resolutions to be considered at the Meeting. These voting exclusions are described below.

Item 3 Adoption of Remuneration Report (Resolution 1)

The following persons may not vote, and the Company will disregard any votes cast by the following persons, on Resolution 1:

1. any member of the Company's "Key Management Personnel" ("KMP") whose remuneration details are included in the Remuneration Report (and any Closely related party [see definition of this term following paragraph (ii) below] of such a KMP, and any person voting on behalf of such a KMP or Closely related party), unless the person does so as a proxy and:
2. 1. the vote is not cast on behalf of any KMP whose remuneration details are included in the Remuneration Report (or any Closely related party of such KMP); and
   2. either:
   3. 1. that person is appointed as a proxy by writing that specifies how the proxy is to vote on the Resolution; or
      2. that person is the Chair and the proxy appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of KMP; and

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1. any KMP whose remuneration details are not included in the Remuneration Report (and any Closely related party of such a KMP) that is appointed as a proxy where the proxy appointment does not specify the way the proxy is to vote on the Resolution, unless:
2. 1. the proxy is the Chair; and
   2. the proxy appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP.

"Closely related party" includes, but is not limited to, a KMP's spouse, dependent and certain other close family members, as well as any companies controlled by the KMP, as defined in the Corporations Act.

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