Tassal : TGR 2016 AGM Docs

TASSAL GROUP LIMITED ABN 15 106 067 270

NOTE: REGISTRATIONS COMMENCE AT

1.30pm

(* AEDT: Australia Eastern Daylight Time)

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY.

IF YOU ARE UNABLE TO ATTEND THE ANNUAL GENERAL MEETING, PLEASE COMPLETE THE APPOINTMENT OF PROXY FORM ENCLOSED AND RETURN IT IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT ON THAT FORM.

2016 Notice of Annual General Meeting

Tassal Group Limited

Items of Business:

ABN 15 106 067 270

1. Financial Statements and Reports

   To receive and consider the Annual Financial Report, the Directors' Report and the Independent Audit Report of Tassal and its controlled entities for the financial year ended 30 June 2016. Tassal's 2016 Annual Report is available online at http://www.tassal.com.au/index.php?/annual-reports.html

2. Remuneration Report

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

   "That the Remuneration Report for the financial year ended 30 June 2016 (as set out in the Directors' Report) be adopted."

   Please note that the vote on this resolution is advisory only, and does not bind the Directors of the Company or the Company. The Board, however, will take the outcome of the vote into consideration when reviewing the remuneration practices or policies of the Company.

3. Re-election of Christopher Leon as a Director

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

   "That Mr Christopher Leon, being a Director of the Company, who retires in accordance with Clause 24.1 of the Company's Constitution and being eligible, is re-elected a Director."

4. Long-term Incentive Plan Grant of 91,985 Performance Rights to Mr Mark Ryan pursuant to the 2016 Performance Rights Package

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

"That, in connection with the Long-Term Incentive Plan and for the purposes of ASX Listing Rule 10.14, approval be given to the grant to Mr Mark Ryan, the Managing Director of the Company, of up to a maximum of 91,985 performance rights in accordance with the terms and conditions of the Long-Term Incentive Plan (each performance right being a right to be allocated one fully paid ordinary share in the capital of the Company subject to the terms and conditions of the Long-Term Incentive Plan), as more particularly specified in the Explanatory Notes accompanying the Notice of Annual General Meeting in which this resolution is set out."

By order of the Board

Monika Maedler Company Secretary 23 September 2016

Tassal Group Limited - Notice of 2016 Annual General Meeting 1

Additional information concerning the items of business is contained in the Explanatory Notes to the Notice of Annual General Meeting, which accompanies and forms part of the Notice of Annual General Meeting. The Notice of Annual General Meeting should be read in conjunction with the Explanatory Notes.

Eligibility to Vote

Regulation 7.11.37 of the Corporations Regulations 2001 permits the Company to specify a time, not more than 48 hours before the meeting, at which a "snap-shot" of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting. The Company's Directors have determined that all shares of the Company that are quoted on ASX at 7.00 pm (AEDT) on Tuesday, 25 October 2016 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time. This means that any person registered as the holder of an ordinary share in the capital of the Company at

7.00pm (AEDT) on Tuesday 25 October 2016, is entitled to attend and vote at the Annual General Meeting in respect of that share. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the Annual General Meeting.

Appointing a Proxy

1. If you are entitled to attend and vote at the Annual General Meeting, you have a right to appoint a person to attend and vote for you at the Annual General Meeting as your proxy. To appoint a proxy please complete the enclosed Appointment of Proxy Form. A proxy need not be a shareholder of the Company and may be an individual or a body corporate. A body corporate-appointed proxy may appoint a representative to exercise the powers that the body corporate may exercise as the member's proxy.

2. A shareholder entitled to cast two or more votes is entitled to appoint up to two persons to attend the meeting and vote and may specify the proportion or number of votes each proxy is appointed to exercise. To appoint a second proxy you must write the names of both proxies and the percentage of votes or number of securities for each proxy in the specified area in "Step 1" of the proxy form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

3. You may appoint the Chairman of the Annual General Meeting as your proxy by nominating him in the proxy form. If you return your proxy form but do not nominate the identity of your proxy, the Chairman will automatically be your proxy. If you return your proxy form but your nominated proxy does not attend the meeting, then your proxy will revert to the Chairman. For resolutions determined on a poll, if your nominated proxy is either not recorded as attending the meeting or does not vote on the resolution, the Chairman is taken, before voting on the resolution closes, to have been appointed as your proxy for the purposes of voting on the resolution.

4. If the Chairman of the Annual General Meeting is or becomes your proxy to exercise your vote on Item 2

(the Remuneration Report) or Item 4 (Managing Director Performance Rights Grant) and you have not directed the Chairman how to vote on the relevant item, you will be expressly authorising the Chairman to exercise your vote as he sees fit on that item even though it is connected with the remuneration of a member or members of the key management personnel. The Chairman intends to vote all available proxies in favour of Item 2 (the Remuneration Report and Item 4 (Managing Director Performance Rights Grant).

Lodging your Proxy Form

Any duly executed Appointment of Proxy Form and the power of attorney (if the proxy form is signed by the appointor's attorney) or other authority under which it is signed or a copy of that power or authority certified as a true copy

must be received at an address given below no later than 2.00pm (AEDT) on Tuesday 25 October 2016. Any Appointment of Proxy Form received after that time will not be valid for the scheduled Annual General Meeting.

The Appointment of Proxy Form accompanying this Notice of Annual General Meeting may be lodged using the reply paid envelope or:

ONLINE VOTING

To be valid, the proxy form, and any authority under which the form is signed, must be received by the Company or the Company's Share Registry prior to 2.00pm (AEDT) on 25 October 2016.

Vote online: www.investorvote.com.au

You may submit your proxy online by using your smartphone or by visiting www.investorvote.com.au. To use this option, you will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and your allocated Control Number as shown on your proxy form. You will be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website. To use your smartphone voting service, scan the QR code which appears on the top of your proxy form and follow the instructions provided. To scan the code you need to have already downloaded a free QR code reader app to your smartphone. When scanned, the QR code will take you directly to the mobile voting site. A proxy cannot be appointed electronically if they are appointed under a Power of Attorney or similar authority. The online proxy facility may not be suitable for shareholders who wish to appoint two proxies with different voting directions. Please read the instructions for online proxy submissions carefully before you lodge your proxy.

Custodian Voting - For intermediary Online subscribers only (Custodians) please visit www.intermediaryonline.com to submit your voting intentions.

If you appoint a proxy, you may still attend the Annual General Meeting. However, your proxy's rights to speak and vote are suspended while you are present. Accordingly, you will be asked to revoke your proxy if you register at the Annual General Meeting.

Attending the Annual General Meeting

If you attend the Annual General Meeting, please bring your personalised proxy form with you. The barcode at the top of the form will help you to register. If you do not bring your form with you, you will still be able to attend the Annual General Meeting but representatives from Computershare Investor Services Pty Limited will need to verify your identity. You will be able to register from 1.30pm (AEDT) on the day of the Annual General Meeting.

Voting by Corporations

In order to vote at the Annual General Meeting (other than by proxy), a corporation that is a shareholder must appoint a person to act as its corporate representative. The appointment must comply with the Corporations Act 2001 (Cth).

A "Certificate of Appointment of Corporate Representative" must be either lodged with the Share Registry, prior to the commencement of the Annual General Meeting or the corporate representative must bring to the Annual General Meeting evidence of his or her appointment including any authority under which it is signed. The authorisation may be effective for this Annual General Meeting only or for all meetings of Tassal Group Limited. A copy of a certificate of appointment may be obtained from the Share Registry.

Voting by key management personnel (KMP)

The group's KMP (which includes each of the Directors) and their closely related parties will not be able to vote as your proxy on Items 2 and 4 unless you direct them how to vote, or, if the Chairman of the Annual General Meeting is your proxy, you expressly authorise him to vote as he sees fit on Items 2 and 4 even though the Items are connected with the remuneration of the Group's KMP. If you intend to appoint a KMP (other than the Chairman) as your proxy, you should direct them how to vote on Items 2 and 4, otherwise they will not be able to cast a vote as your proxy on that item.

If you appoint the Chairman as your proxy or the Chairman is appointed by default, the Chairman can vote on Items 2 and 4 if you either direct him how to vote by marking the appropriate box on the proxy form for Items 2 and 4, or you expressly authorise him to vote as he sees fit on those Items if the votes are undirected (open).

The Chairman intends to vote all available proxies in favour of Item 2 (the Remuneration Report) and Item 4 (Managing Director Performance Rights Grant).

Voting Exclusions Resolution 2

The Company will disregard any vote cast (in any capacity) in respect of Resolution 2 by a member of the group's KMP or their closely related parties (such as close family members and any companies the KMP controls). However, the Company will not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form; or

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with an express authorisation in the proxy form to vote as the proxy decides.

Resolution 4

The Company will disregard any vote cast (in any capacity) in respect of Resolution 4 by Mr Mark Ryan, or any of his associates, or any vote cast as proxy by a member of the group's KMP or their closely related parties (such as close family members and any company the KMP controls). However, the Company will not disregard a vote if:

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

2. it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with an express authorisation in the proxy form to vote as the proxy decides.