Lionhub : Notice of Annual General Meeting/Proxy Form

LionHub Group Limited

ACN 119 999 441

Notice of Annual General Meeting and Explanatory Statement

NOTICE is given that the Annual General Meeting of the Company will be held at:

DFK Laurence Varnay

Level 12, 222 Pitt Street

Sydney NSW 2000

Australia

at 3.30 pm (AEST) on Wednesday 29 May 2019.

ORDINARY BUSINESS

1.Receipt of the Financial Report for the year ended 31 December 2018

Receipt of the Company's Financial Report and the Directors' Report and the Auditor's Report for the year ended 31 December 2018.

2.Remuneration Report

To consider and, if thought fit, pass the following Resolution as an ordinary resolution: "That the Remuneration Report for the year ended 31 December 2018 be adopted."

3.Elect Ms. Siew Goh as a Director of the Company

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

"That Ms. Siew Goh, who retires in accordance with the Constitution of the Company, and being eligible, offers herself for election, be elected as a Director of the Company."

4.Re-electMs. Kwee Jee Lee as a Director of the Company

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

"That Ms. Kwee Jee Lee, who retires in accordance with the Constitution of the Company, and being eligible, offers herself for re-election, be re-elected as a Director of the Company."

VOTING EXCLUSIONS

RESOLUTION 2 - KEY MANAGEMENT PERSONNEL (KMP):

The Company will disregard any votes cast in favour of Resolution 2:

•by or on behalf of a member of the KMP (as defined in Section 9 of the Corporations Act 2001 (Cth)) details of whose remuneration are included in the Remuneration Report;

•by or on behalf of a closely related party (as defined in Section 9 of the Corporations Act 2001 (Cth) such as close family members and any controlled companies) of a member of the KMP; or

•as a proxy by a member of the KMP or a KMP's closely related party,

However, the Company will not disregard a vote as a result of these restrictions if it is cast:

•as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

•by the Chairman of the Meeting under an express authorisation to exercise the proxy even though Resolution 2 is connected with the remuneration of the Company's KMP.

Important Notice for Resolution 2: If a shareholder appoints the Chairman of the meeting as the shareholder's proxy and authorises the Chairman to vote undirected proxies on Resolution 2, the Chairman will vote, as proxy for that shareholder, in favour of Resolution 2.

Dated at Sydney, on the 24th day of April 2019

By order of the Board

Andrew J. Cooke

Company Secretary

LionHub Group Limited

ACN 119 999 441

2018 ANNUAL REPORT:

The 2018 Annual Report is available on the Company's Website: www.lionhub.com.auand www.lionhub.com.au/irm/content/annual-reports1.aspx?RID=358

PROXIES:

•Shareholders wishing to appoint a proxy are encouraged to do so electronically by following the steps set out on the Proxy Form attached.

•A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy or not more than two proxies to attend and vote instead of the shareholder.

•Where two proxies are appointed:

(i)a separate Proxy Form, should be used to appoint each proxy;

(ii)the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and if it does not do so the proxy may exercise half of the votes.

•A shareholder can appoint any other person to be their proxy. A proxy need not be a shareholder of the Company. The proxy appointed can be described in the Proxy Form by an office held e.g. "the Chair of the Meeting".

•In the case of shareholders who are individuals, the Proxy Form must be signed:

(i)if the shares are held by one individual, by that shareholder;

(ii)if the shares are held in joint names, by any one of them.

•In the case of shareholders who are companies, the Proxy Form must be signed:

(iii)if it has a sole director who is also sole secretary, by that director (and stating the fact next to, or under the signature on the Proxy Form);

(iv)in the case of any other company by either two directors or a director and secretary.

The use of the common seal of the company, in addition to those required signatures, is optional.

• If the person signing the Proxy Form is doing so under a power of attorney, or is an officer of a company outside those referred to 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 specified below.

• A Proxy Form accompanies this notice. To be effective, your proxy must be received by the Company no later than 48 hours before the time for the holding of the meeting:

(i)	by voting online at :www.securitytransfer.com.au; or
(ii)	by facsimile : on 08 9315 2233 (within Australia) or [phone] (from outside of Australia) ; or
(iii)	by mail :	LionHub Group Limited
		PO BOX 52
		Collins Street West VIC 8007
	or	Australia

(iv)by email :[e-mail]; or

(v)by delivery in person to Suite 913, Exchange Tower, 530 Little Collins Street, Melbourne VIC 3000

CORPORATE REPRESENTATIVES:

A body corporate that is a member, or that has been appointed as a proxy of a member, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment including the authority under which it is signed.

CHAIR'S VOTING INTENTIONS:

Subject to any applicable voting exclusions, the Chair of the Meeting intends to vote all available undirected proxies in favour of each Resolution.

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

In accordance with the Corporations Act 2001 (Cth), the directors have determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 7.00pm (AEST) on Monday 27 May 2019.

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LionHub Group Limited

ACN 119 999 441

EXPLANATORY STATEMENT

Item of Business 1. Financial Report - Year ended 31 December 2018

The Corporations Act requires the financial report (which includes the financial statements and the directors' declaration), the directors' report and the auditor's report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the financial report, the directors' report or the auditor's report. Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the financial report.

A representative of the Auditor will be attending the Annual General Meeting.

As a shareholder, you are entitled to submit a written question to the Auditor prior to the Annual General Meeting provided that the question relates to:

•the content of the Auditor's report; or

•the conduct of the audit in relation to the Financial Report.

All written questions must be received by the Company no later than 22 May 2019. All questions must be sent to the Company and may not be sent direct to the Auditor. The Company will then forward all questions to the Auditor.

The Auditor will answer written questions submitted prior to the Annual General Meeting.

The Auditor will also answer questions at the meeting from shareholders relevant to:

•the conduct of the audit;

•the preparation and content of the Auditor's report;

•the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

•the independence of the Auditor in relation to the conduct of the audit.

Resolution 2: Remuneration Report

The Directors' report for the year ended 31 December 2018 contains a Remuneration Report which sets out the policy on remuneration of the Directors of the Company and specified executives of the Company.

The Directors believe that the Company's remuneration policies and structures as outlined in the Remuneration Report are appropriate for the size of the Company, its business and objectives.

The Corporations Act requires that a resolution be put to the vote that the Remuneration Report be adopted. The Corporations Act expressly provides that the vote is advisory and does not bind the Directors of the Company. However, if at least 25% of the votes cast are against the adoption of the Remuneration Report, the Company's next Remuneration Report must explain the Board's proposed action in response or explain why no action has been taken.

In the following year, if at least 25% of the votes cast on the resolution that the Remuneration Report be adopted are against adoption, shareholders will then vote to determine whether the Directors, excluding the CEO, will need to stand for re-election (a "Spill Resolution"). If more than 50% of the votes cast on the resolution are in favour, a separate re-election meeting must be held within 90 days.

At the Company's 2018 annual general meeting, the votes cast against the remuneration report considered at that meeting were less than 25%. Accordingly, a Spill Resolution cannot be put at this meeting.

Members attending the annual general meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

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LionHub Group Limited

ACN 119 999 441

Resolution 3: Election of Ms. Siew Goh as a Director

Ms Goh's was previously an Associate Director of Singapore based investment company, Temasek Holdings Limited (one of the biggest sovereign fund managers in the world) and has also spent several years working in Temasek's subsidiaries Temasek Management Services Pty Ltd and Singapore Technologies Pte Ltd.

She has extensive experience working in a regional corporate environment and has led a team to plan, organise and manage high profile events in Singapore, Asia and Europe for diplomats and senior regional corporate leaders. She has a diverse range of industry skills and experience in the areas of international corporate events management, marketing communications and strategic relations.

Ms Goh is the Head of Operations of LionHub Group Limited and a Director of Land & Homes Group Limited (ASX Code: LHM) and has been nominated as a director of LionHub Group Limited by Lian Huat Management Services Pte Ltd (a member of Lian Huat Group).

Ms. Goh was appointed as a Director on 27 August 2018 by the Board of Directors.

The Board (other than Ms. Goh) recommends that shareholders vote in favour of Ms. Goh's election as a Director.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

Resolution 4: Re-election of Ms. Kwee Jee Lee as a Director

Kwee Jee Lee had very extensive experience in both the public and private sector. She spent over 20 years in the public sector formulating and overseeing policies in the Ministries of Finance, Defence and the Environment of the Government of Singapore. Her scope of work included finance and budgetary control, personnel and human resource allocation, public relations and international relations.

Kwee Jee also spent over 20 years in the private sector, working in manufacturing, electronic and technology companies, including Electronic Component of General Electric (USA), TDB Holdings Pte Ltd, ST Aerospace Pte Ltd, and Singapore Technologies Pte Ltd. She held key positions in these companies, mostly specialised in human resources and building up of strategic relationships for these companies, both locally and internationally, to expand and promote their operations and businesses.

Prior to her retirement, Kwee Jee was the SVP (Strategic Relations and Corporate Communications) of Singapore Technology Telemedia Pte Ltd where she focussed on building and strengthening external relationships with the media, the public and international partners.

Kwee Jee obtained her BSc (Hons) and MSc from the University of Singapore and attended an Executive Development Programme in INSEAD, Fontainebleau.

Ms. Lee was appointed as a Director on 26 November 2013 and is a member and chair of the Audit and Risk Committee.

The Board (other than Ms. Lee) recommends that shareholders vote in favour of Ms. Lee's re-election as a Director.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

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+	LIONHUB GROUP LIMITED
NUMBER»	ACN: 119 999 441
REFERENCE	«Address_line_2»
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	«Holder_name»
	«Address_line_1»
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PROXY FORM

REGISTERED OFFICE:	+
LEVEL 3A
HYDE PARK TOWER
148 ELIZABETH STREET
SYDNEY NSW 2000

SHARE REGISTRY:

Security Transfer Australia Pty Ltd

All Correspondence to:

PO BOX 52

Collins Street West VIC 8007

Suite 913, Exchange Tower

530 Little Collins Street

Melbourne VIC 3000

T:1300 992 916 F: [phone]

E:[e-mail]

W:www.securitytransfer.com.au

Code:LHB

Holder Number:	«HOLDER_NUM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

VOTE

ONLINE

Lodge your proxy vote securely at www.securitytransfer.com.au
		«ONLINE
1.	Log into the Investor Centre using your holding details.
2.	Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson	OR

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 3:30pm AEST on Wednesday 29 May 2019 at DFK Laurence Varnay, Level 12, 222 Pitt Street, Sydney NSW 2000 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RESOLUTION

For

Against

Abstain*

2. Remuneration Report

3. Election of Ms. Siew Goh as a Director

4. Re-election of Ms. Kwee Jee Lee as a Director

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder		Security Holder 2		Security Holder 3
Sole Director & Sole Company Secretary		Director		Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 5:30pm WST on Monday 27 May 2019.

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