Kingsgate Consolidated : 2017 Notice of Meeting and Proxy Form

Notice of AGM - 2017

ABN 42 000 837 472

and Explanatory Memorandum

to Shareholders

Meeting to be held at the Museum of Sydney,

corner of Phillip and Bridge Streets, Sydney NSW on

Thursday, 23 November 2017 at 2.00pm Sydney time.

Please read the Notice and Explanatory Memorandum carefully.

If you are unable to attend the meeting please complete and return the enclosed Proxy Form in accordance with the specified instructions.

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Notice of Annual General Meeting

Notice is given that the Annual General Meeting (AGM) of Shareholders of Kingsgate Consolidated Limited will be held at the Museum of Sydney, corner of Phillip and Bridge Streets, Sydney NSW, on Thursday 23 November 2017, at 2.00pm Sydney time.

Business

Item 1 Financial Report

To receive and consider the Company's Financial Report and the reports of the Directors and the Auditor for the financial year ended 30 June 2017.

Resolution 1:

Re-election of Sharon Skeggs as a Director

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

That Sharon Skeggs, a Director of the Company retiring by rotation in accordance with the Company's Constitution and the ASX Listing Rules, and being eligible and having signified her candidature for the office, be re-elected as a Director of the Company.

Resolution 2:

Re-election of Peter Alexander as a Director

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

That Peter Alexander, a Director of the Company retiring by rotation in accordance with the Company's Constitution and the ASX Listing Rules, and being eligible and having signified his candidature for the office, be re-elected as a Director of the Company.

www.kingsgate.com.au

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Business

Resolution 3:

Approval of Remuneration Report

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

Business

To adopt the Remuneration Report for the year ended 30 June 2017.

Note: This resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion - Key Management Personnel (KMP)

The Company will disregard any votes cast on Resolution 3:

〉 by or on behalf of a member of the Key Management Personnel of the Company (KMP); or

〉 by or on behalf of a Closely Related Party of the KMP.

A member of the KMP or Closely Related Party may cast a vote as proxy for a person who is not a member of the KMP or a Closely Related Party where either the proxy is directed how to vote on the resolution or the proxy is the chair of the meeting and is expressly authorised to exercise the proxy.

Participation at Meeting

In order to encourage participation by Shareholders at the AGM, Shareholders who wish to put questions to the Company with respect to the business of the meeting, the Company's Annual Report or generally, may put those questions in advance of the meeting by emailing them to the following address:

info@kingsgate.com.au (please put as subject line Kingsgate AGM) or mailing them to the following address:

Company Secretary

Kingsgate Consolidated Limited Suite 801, Level 8

14 Martin Place

Sydney NSW 2000

As far as practicable and to the extent that it is lawful to do so, the Company will provide the information at the meeting.

Shareholders may, in the same manner and by the fifth Business Day before the meeting, put questions to the Company's auditors which are relevant to:

1. the content of the Auditor's Report to be considered at the meeting; or

2. the conduct of the audit.

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.

Capitalised terms in this Notice of Meeting and the Explanatory Memorandum are defined in Annexure A to the Explanatory Memorandum.

Resolutions not inter-dependent

None of the resolutions are inter-dependent. This means that one or more of the resolutions can be passed even though one or more of the other resolutions were not passed by Shareholders.

Entitlement to vote

It has been determined that in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the AGM, shares will be taken to be held by the persons who are the registered holders at 7.00pm Sydney time on Tuesday 21 November 2017. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

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Business

Proxies

A Shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the Shareholder. A proxy need not be a Shareholder and can be either an individual or a body corporate. If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

〉 appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with

section 250D of the Corporations Act; and

〉 provides satisfactory evidence of the appointment of its corporate representative to the Company.

If such evidence is not received, then the body corporate (through its representative) will not be permitted to act as a proxy.

A Shareholder that is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder's votes.

A Proxy Form accompanies this Notice of Meeting and to be effective must be received at the address stated.

The Proxy Form (and any Power of Attorney under which it is signed) must be received no later than 2.00pm on Tuesday 21 November 2017, being 48 hours before the time for holding the meeting.

Any Proxy Form received after that time will not be valid for the scheduled meeting. Please lodge the Proxy Form with the Company's Share Registry. You are encouraged to submit your proxy by:

Online:

Shareholders may vote online at www.linkmarketservices.com.au, by entering the Shareholding details as shown on the Proxy Form, then selecting 'Voting', and then following the prompts to lodge the Shareholders' vote. To use the online lodgement facility, Shareholders will need their "Holder Identifier" (Shareholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

By mail:

Kingsgate Consolidated Limited C/- Link Market Services Limited Locked Bag A14

Sydney South NSW 1235

By fax:

+61 2 9287 0309

By hand delivering it to:

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138

Between the hours of: 9.00am to 5:00pm.

By Order of the Board Dated: 18 October 2017

Ross Coyle

Company Secretary

Kingsgate Consolidated Limited

www.kingsgate.com.au