ASX release: Notice of General Meeting/Proxy Form

Notice of Annual General

Meeting and Explanatory

Statement

Asian American Medical Group Limited

ABN 42 091 559 125

Date:	6 December 2019
Time:	10.30 am
Venue:	Collins Square, Tower 4, Level 18, 727 Collins Street
	Melbourne VIC 3008

Contents of this Notice

Section

	Page
Notice of AGM	2
Explanatory Statement (which forms part of the Notice of	5
Meeting)

Important Dates

Deadline for return of Proxy Forms: 10:30 am, Melbourne time on 4 December 2019

Voting Entitlement date: 7:00 pm, Melbourne time on 4 December 2019

Date and time of Meeting: 10.30 am, Melbourne time on 6 December 2019

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

1. 1300 850 505

1. 1800 783 447

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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 Collins Square, Tower 4, Level 18,727 Collins Street, Melbourne, VIC 3008 on Friday, 6 December 2019 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 4 December 2019. 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 4 December 2019) at the Company's share registry, Computershare Investor Services:

 Custodian	For Intermediary Online subscribers (Custodians) please visit
	www.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 2019.

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 2019, 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:

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1. 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
2. it is cast by the Chair 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 - Mr Evgenii Tugolukov

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

"That Mr Evgenii Tugolukov, who retires in accordance with the Company's Constitution and the ASX Listing Rules, and being eligible, offers himself for election, be re-elected as a Director of the Company."

4. RE-ELECTION OF DIRECTOR - Mr Heng Boo Fong

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

"That Mr Heng Boo Fong, who retires in accordance with the Company's Constitution and the ASX Listing Rules, and being eligible, offers himself for election, be re-elected a Director of the Company."

5. RE-ELECTION OF DIRECTOR - Mr Pang Fey Yu

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

"That Mr Pang Fey Yu, who retires in accordance with the Company's Constitution and the ASX Listing Rules, and being eligible, offers himself for election, be re-elected a Director of the Company."

6. RE-ELECTION OF DIRECTOR - Mr Peter Hurley

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

"That Mr Peter Hurley, who retires in accordance with the Company's Constitution and the ASX Listing Rules, and being eligible, offers himself for election, be re-elected a Director of the Company."

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7. APPOINTMENT OF BDO AUDIT (SA) PTY LTD AS THE COMPANY'S AUDITOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"THAT pursuant to section 327B of the Corporations Act and for all other purposes, BDO Audit (SA) Pty Ltd of Level 7, BDO Centre, 420 King William St, Adelaide SA 5000, having been nominated by a Shareholder and having given its consent in writing to act as auditor, be appointed as the auditor the Company to hold office from the conclusion of this Annual General Meeting until it resigns or is removed from the office of auditor of the Company".

8. 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 2019

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