ASX release: Notice of Annual General Meeting/Proxy Form

Notice of Annual General Meeting and Explanatory Statement

Asian American Medical Group Limited ABN 42 091 559 125

Date:	7 December 2018
Time:	10.30 am
Venue:	Level 22, Tower 5, 727 Collins Street
Docklands VIC 3008

Contents of this Notice

Section

Page
Notice of AGM	2
Explanatory Statement (which forms part of the Notice of Meeting)	4

Important Dates

Deadline for return of Proxy Forms: 10:30 am, Melbourne time on 5 December 2018

Voting Entitlement date: 7:00 pm, Melbourne time on 5 December 2018

Date and time of Meeting: 10.30 am, Melbourne time on 7 December 2018

Meeting Procedure

The Meeting will be conducted by the Chairperson, subject to the discretion of the Chairperson to adjourn or reconvene the Meeting. Each Resolution will be voted on separately.

Share Registry Details

Computershare Investor Services Pty Ltd

GPO Box 242

Melbourne VIC 3001

Contact

T: 1300 652 721

F: 1800 783 447

Notice of Annual General Meeting

Notice

Notice is hereby given that the Annual General Meeting of the Shareholders of Asian American Medical Group Limited will be held at Level 22, Tower 5, 727 Collins Street, Docklands, Victoria 3008 on Friday, 7 December 2018 at 10:30 am (Melbourne time). Attached to and forming part of this Notice of Meeting is an Explanatory Statement, that provides Shareholders with background information and further details to assist you in understanding the reasons for and the effect of the Resolutions if approved.

This information is presented in accordance with the regulatory requirements of the Corporations Act.

If you are unable to attend the Meeting, you are requested to complete the Proxy Form enclosed with this Notice. The entitlement for Shareholders to vote at the Meeting will be determined by reference to those persons on the register of Shareholders as at 7.00 pm Melbourne time on 5 December 2018. The Proxy Form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company, at least 48 hours before the time for holding the Meeting (being no later than 10.30 am Melbourne time on 5 December 2018) at the Company's share registry, Computershare Investor Services:

 Custodian

For Intermediary Online subscribers (Custodians) please visitwww.intermediaryonline.com to submit your voting intentions.

 By Fax

1800 783 447 (within Australia) [phone] (outside Australia)

 By Mail

Computershare Investor Services Pty Limited GPO Box 242

Melbourne VIC 3001

A number of defined terms are used in the Notice of Meeting. These terms are contained in the Explanatory Statement and the Proxy Form.

Ordinary Business of the Meeting - Agenda

1. DISCUSSION OF FINANCIAL STATEMENTS

To receive and consider the Financial Report, the Director's Report and the Auditor's Report for the year ended 31 August 2018.

Each year, we are required to communicate information to Shareholders, including Annual Reports, Notices of Meetings and other advices. The Corporations Legislation Amendment (Simpler Regulatory System) Act 2007 provides us with the ability to make the Annual Financial Report available on a website and provide a hard copy of the Annual Report only to those Shareholders who elect to receive them in that form, subject to certain administrative requirements. We have made the Annual Report available online and it can be accessed at:www.aamg.co/investor-relations/financial-info.

2.

ADOPTION OF REMUNERATION REPORT

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

"That the Remuneration Report, as set out in the Director's Report for the Company and its controlled entities for the financial year ended 31 August 2018, be adopted".

Voting exclusion statement

The Company will disregard any votes cast (in any capacity) in respect of Resolution 2 by Key Management Personnel or their Closely Related Parties (or any person voting on their behalf). However, the Company will not disregard a vote on Resolution 2 if:

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

• (b) it is cast by the Chairman of the meeting as proxy for a member who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

A person appointed as proxy must not vote on Resolution 2 on the basis of that appointment if:



that person is either a member of the Key Management Personnel or a Closely Related Party of such a member; and



the appointment does not specify how the proxy is to vote on the proposed Resolution,

unless the person appointed is the Chair of the Meeting and the appointment expressly authorised the Chair to exercise the proxy even if the proposed Resolution is connected directly or indirectly with the remuneration of the Key Management Personnel of the Company.

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3.

RE-ELECTION OF DIRECTOR - Dr Kai Chah Tan

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

"That Dr Kai Chah Tan, who retires in accordance with the Company's Constitution and the ASX Listing Rules, be re-elected as a director of the Company."

4.

RE-ELECTION OF DIRECTOR - Ms Jeslyn Jacques Wee Kian Leong

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

"That Ms Jeslyn Jacques Wee Kian Leong, who retires in accordance with the Company's Constitution and the ASX Listing Rules be re-elected a director of the Company."

5.

RE-ELECTION OF DIRECTOR - Mr Stuart Lounsbury Dean

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

"That Mr Stuart Lounsbury Dean, who retires in accordance with the Company's Constitution and the ASX Listing Rules, be re-elected a director of the Company."

6.

OTHER BUSINESS

To transact any other business that may be brought forward in accordance with the Company's Constitution.

The Explanatory Statement attached to this Notice forms part of this Notice. Detailed explanations of the background and reasons for the proposed Resolutions are set out in the Explanatory Statement.

By order of the Board.

Dario Nazzari Company Secretary 26 October 2018

Explanatory Statement

The Explanatory Statement accompanies the Notice of Annual General Meeting for Asian American Medical Group Limited (Company) to be held on 7 December 2018 at 10.30 am, Melbourne time at Level 22, Tower 5, 727 Collins Street, Docklands VIC 3008.

Information relevant to the business to be considered at the Annual General Meeting is provided in this Explanatory Statement and Shareholders should read this document in full.

AGENDA ITEM 1. ANNUAL REPORT

The Annual Report for consideration at the AGM will consist of the Financial Statements of the Company for the financial year ended 31 August 2018, the notes to those Financial Statements, the Directors' Report, the Directors' Declaration and the Auditor's Report including their Independence Statement.

The Annual Report is available at the Company's website atwww.aamg.co.

Neither the Corporations Act nor the Company's constitution requires the Shareholders to vote on the Financial Statements or the accompanying reports. However, Shareholders will be given the opportunity to raise questions or comments on the Financial Statements at the Meeting. In addition, Shareholders will be given the opportunity to ask the Company's auditor, Grant Thornton Audit Pty Ltd, questions relevant to the conduct of the audit, the independence of the auditor, the Company's accounting policies and the preparation and content of the Auditor's Report.

AGENDA ITEM 2. ADOPTION OF REMUNERATION REPORT

The Remuneration Report contained in the 2018 Annual Report is required to be considered by Shareholders in accordance with section 250R of the Corporations Act. The Remuneration Report as set out in the Director's Report, which details the Company's policy on remuneration of non-executive directors, executive directors and key executive as set out on Pages 30 to 35 of the Annual Report.

The vote on the adoption of the Remuneration Report is advisory only and is not binding. However, the Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies and practices.

Further, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGM's, Shareholders will be required to vote at the second AGM on a "Board Spill Resolution" to determine whether another Meeting should be held within 90 days at which all of the Company's Directors (other than the Chief Executive Officer) must stand for re-election.

There are restrictions on who can vote in respect of any Resolution to approve the Remuneration Report. A vote on this Resolution must not be cast, and the Company will disregard any votes cast, (in any capacity) by or on behalf of the following persons:

• (a) A member of the Key Management Personnel; or

• (b) A Closely Related Party of such a member.

Directors' Recommendation

The Board recommends that Shareholders vote in favour of the Remuneration Report. The Chairman of the Meeting will be casting undirected proxies in favour of this Resolution.

AGENDA ITEMS 3, 4 & 5. RE-ELECTION OF DIRECTORS

In accordance with the Company's Constitution and the ASX Listing Rules, which require that one third of the Directors must retire at each annual general Meeting (rounded down to the nearest whole number), Dr Kai Chah Tan and Ms Jeslyn Jacques Wee Kian Leong will retire at the Annual General Meeting and, being eligible, offer themselves for re-election. It also requires that directors who were appointed during the year retire at the annual general meeting and are then eligible for re-election. Accordingly Mr Stuart Lounsbury Dean will retire at the Annual General Meeting and, being eligible, offer himself for re-election.