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Notice of Extraordinary General Meeting,

Explanatory Statement

and

Proxy Form

Extraordinary General Meeting (EGM) of Longevity Group Australia Ltd to be held as a

virtual meeting via the Lumi platform

on 30 June 2020, commencing at 10.00am

IMPORTANT NOTE

This EGM of Longevity Group Australia Ltd has been requested by certain minority Shareholders of the Company under section 249D of the Corporations Act 2001 (Cth).

You are being asked to vote on 9 Resolutions.

Your Board considers that Resolutions 1 to 8 are not in the best interests of the Company and recommends that you vote against all of them by marking the box under the word “Against” for each resolution or give your proxy to the Chairperson.

This Notice of Extraordinary General Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in any doubt as to how to vote, they should seek advice from their own independent professional advisers without delay.

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General Information

This Notice of Extraordinary General Meeting (Notice) relates to the General Meeting (Meeting) of the shareholders of the Company (Shareholders) as requisitioned by certain minority Shareholders in accordance with a notice given to the Company under sections 203D and 249D of the Corporations Act 2001 (Cth).

Virtual Meeting

In light of current public health restrictions relating to the spread of COVID-19 Longevity has made the decision to hold the Meeting as a fully virtual meeting. This will be the first virtual meeting ever held by the Company and will take place on 30 June 2020 commencing at 10.00am (AEST).

All Shareholders will have the opportunity to participate in the Meeting online via an internet connection (using a computer, laptop, tablet or smartphone).

Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:

(a) visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible. Lumi AGM supports the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox; or

(b) download Lumi AGM from the App Store or Google Play Stores for free. Search for "Lumi AGM".

We would encourage you download the app prior to the Meeting to ensure that you can participate successfully.

If you have any questions, or need assistance with the online process, please contact Computershare on 1300 850 505 between 8.30am and 5.00pm Monday to Friday.

For assistance with the Lumi platform and joining the meeting, please contact (03) 9415 4024. This line will be active for one hour before the commencement of the Meeting and all calls to this number will be given top priority.

Audio will stream through the selected device, so Shareholders will need to ensure that they have the volume control on their headphones or device turned up.

As a Shareholder you may participate in the online Meeting, vote on the resolutions to be put to Shareholders and ask online questions, by using your own computer or mobile device. Shareholders will still be able to appoint a proxy to vote for them as they have in the past, by following the instructions on the Proxy Form and this Notice of Meeting.

Details of how to participate ‘virtually’ are provided in the accompanying Online Meeting Guide, with instructions for accessing the virtual meeting. Shareholders are encouraged to review this guide before the Meeting, on page 4 of this booklet.

Shareholders will require the meeting ID – which is 383-455-993 – as well as their Shareholder Registration Number “SRN”, which can be found on their proxy form, for verification purposes. If a person is nominated as a proxy by a Shareholder, the proxy holder will need to obtain the proxy holder user name and password to enable the proxy holder to vote. The proxy holder user name and password can be obtained by contacting Computershare on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

Early Voting via Proxy

While Shareholders will be provided with the opportunity to vote during the virtual Meeting, it would be desirable if they submit their votes beforehand by lodging a proxy form (if the Shareholder does not appoint a proxy, the Chairperson will be automatically appointed). Shareholders can do this by completing

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and lodging a proxy form by either online or hard copy and returning it to Computershare no later than 10:00am on Sunday 28 June 2020.

All undirected proxies held by the Chairperson will be voted against each of the Resolutions. Therefore, if a Shareholder wishes to vote "for" a Resolution or "abstain" from voting on a Resolution, the Shareholder's voting intentions must be clearly marked in the proxy form under "Items of Business".

There will also be the opportunity to change pre-submitted proxy votes during the virtual Meeting. If a Shareholder wishes to vote in a different manner than as originally indicated in a previously submitted proxy form, the Shareholder can do this by logging into the Lumi app and voting during the Meeting. Any votes cast during the Meeting by a Shareholder will void any pre-existing proxy appointments by that Shareholder (for this Meeting).

Shareholder questions

While Shareholders will be able to submit questions online at the virtual Meeting, it would be desirable if the Company was able to receive them in advance.

They should be sent to [email protected] by 5.00pm on Wednesday 24 June 2020.

During the Meeting the Company recommends that, for ease of use, Shareholders submit any questions on their tablets or computers via the website: https://web.lumiagm.com. The Lumi app will be available for those who wish to use it on their smart phone device.

Please note that not all questions may be able to be answered during the Meeting. In this case, answers will be made available on the Company’s website after the meeting.

Adjournment

This Meeting is the first ever virtual meeting held by the Company. If there are unexpected technology issues that significantly affect the ability for the Meeting to proceed, or which significantly affects Shareholders' ability to participate in the Meeting, the Meeting will be automatically adjourned by the Chairperson until the technological problem(s) are fixed. The Company will notify Shareholders via postal or electronic means the date and time of the adjourned Meeting. The Company expects that, in these circumstances, the Meeting would be adjourned for a period of 7 days, but the period of adjournment may be dependent on a number of factors including the nature of the technological problems, the availability of the Lumi platform (or alternative platform) and the Company's share registry, Computershare.

Documents accompanying this Notice of Meeting

The following documents accompany this Notice and are designed to assist Shareholders' understanding of the resolutions under consideration (Resolutions):

Explanatory Statement: provides an explanation of the Resolutions and the disclosures required by law and has been prepared with the assistance of the Company's advisers; and

Proxy Form: which may be used by Shareholders to appoint a proxy to vote on their behalf at the Meeting. Shareholders should read the above documents carefully.

Terms used in this Notice have the meanings given to them in the glossary immediately following the Explanatory Statement.

For assistance with the Lumi platform and joining the meeting, please contact (03) 9415 4024. This line will be active for one hour before the commencement of the Meeting and all calls to this number will be given top priority.

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Statement by the Board

Dear Shareholders

As we announced on 9 April 2020 the Company received a notice given under sections 203D and 249D of the Corporations Act 2001 (Cth) from minority Shareholders holding approximately 7% of the Company's Shares (Requisitioning Shareholders) requesting the Company convene a meeting for Shareholders to vote on removing the Company's existing Directors Martyn Pickersgill, Phillip Lovel, Sharon Brearley Roberts, Gerald Bullon and Trevor Hansen and instead appointing Dennis Michael, John Coulson and Francesco Barbuto as new Directors.

All Directors of the Company urge you to vote NO against these resolutions. The Board is united and has made all of its decisions collectively and in the best interests of Shareholders and the Company. We strongly believe that the appointment of the alternative board of Messrs Michael, Coulson and Barbuto would be detrimental to the interests of Shareholders and to the Company.

Longevity's mission and strategy is to be a company which creates a new model for downsizer living, designing, building and delivering high quality innovative, future proofed homes. Our focus has been on building a property portfolio and it is our intention to pursue a listing on the ASX. We will seek independent expert advice regarding the optimum time to list to deliver maximum value to all Shareholders.

The Requestioning Shareholders on the other hand, want to install an alternative board of Directors to sell all of Longevity's assets and wind-up the Company. The Board strongly opposes their proposal.

The proposed liquidation is ill-conceived, particularly in the current COVID-19 impacted environment, with the potential return to Shareholders uncertain and likely to be significantly less than the current net asset value in Longevity's balance sheet.

Generally, in the liquidation of a company, the amount of money Shareholders will receive largely depends on maximising the value of assets that are being sold.

There are a number of factors which may significantly compromise the ability of Longevity to receive a satisfactory price for its assets at the present time:

(a) many of its development projects are currently incomplete which would impact on any sale price ; (b) asset prices in the current COVID-19 impacted environment are likely to be significantly deflated

which will reduce Longevity's ability to achieve a satisfactory value on sale; and (c) assets sold in a winding up or liquidation scenario may be viewed as a fire sale and at risk of being

sold at a lower price.

Apart from the potentially reduced sale value of Longevity's assets, the return to Shareholders would also be reduced by the costs of the liquidation (eg liquidator's fees, legal fees etc).

The liquidation process is protracted and can take appropriately 12 months (or more) to be concluded. In current circumstances the ability to complete property sales may further impact the timeframe. The full return to Shareholders would only be made at the completion of the liquidation process.

The Requisitioning Shareholders have provided a statement to be included in this Notice of Meeting in support of their proposal and the Board is concerned that certain comments made in this statement may be misleading. In particular, the statement:

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implies that Shareholders will "get your money back" by receiving the cost-base of $2.92 per Share (by reference to the purported cost-base upon demutualisation), which the Board considers to be extremely unlikely given the expenses required to achieve the goals of the Requisitioning Shareholders, and the unfavourable market for Longevity's assets in this COVID-19 impacted environment; and

in relation to Vimy House Private Hospital, which was sold in 2002 long before any of the current Directors were involved, thus having no relevance to the actions of the current Board.

Please see Annexure A for a copy of this statement by Requisitioning Shareholders.

Finally, the Board understands that certain Shareholders holding relatively small number of Shares have been looking to realise their Shares into cash. For this reason, the Buy-back has been implemented to give priority to smaller Shareholders and which also gives them the opportunity to sell their Shares back to the Company at a reasonable price.

We strongly urge you to reject the resolutions proposed by the Requisitioning Shareholders.

The Board wishes to extend its gratitude to those who continue to support its vision and strategy to maximise value for Longevity and its Shareholders.

Martyn Pickersgill Gerald Bullon Philip Lovel AM Sharon Brearley Roberts Trevor Hansen Derek Cafferty (appointed Managing Director)

The following statements have been provided by former directors of the Company who support the current direction of the Company and the Board are included in this Notice of Meeting with the consent of those persons:

Mr Nicholas Madden

“As the former Chairman of the Audit Committee and a Board member for 15 years I strongly endorse the work of the existing board. The board has the right mix of skills to not just run the business but to grow it and make it prosper. In my opinion, in the long history of this organisation you couldn’t have picked a worse time to even think about closing up shop! Back the board and grow the business!”

Mr Phillip Altieri

“As both a former director and a union man, I urge members to support the existing Board and help them grow your business. Now is the worst possible time to be shutting down an Australian owned business that employs local people building quality homes for older Australians.”

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General Meeting Agenda

The business to be transacted at the Meeting is set out below:

Special business

Resolution 1 - Removal of Mr Martyn Pickersgill as a Director of the Company

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

"That Martyn Robert Pickersgill, be removed as a director of the Company with immediate effect."

Resolution 2 - Appointment of Mr Dennis Michael as a Director of the Company


"That Dennis Matthew Michael, having signified his candidature and consent to act as a director of the Company, be appointed as a director of the Company with immediate effect." Resolution 3 – Removal of Mr Philip Lovel AM, as a Director of the Company


"That Philip Norman Lovel, be removed as a director of the Company with immediate effect."

Resolution 4 - Appointment of Mr John Coulson as a Director of the Company


"That John Percy Coulson, having signified his candidature and consent to act as a director of the Company, be appointed as a director of the Company with immediate effect."

Resolution 5 – Removal of Ms Sharon Brearley Roberts as a Director of the Company


"That Sharon Louise Brearley Roberts, be removed as a director of the Company with immediate effect."

Resolution 6 - Appointment of Mr Francesco Barbuto as a Director of the Company


"That Francesco Barbuto, having signified his candidature and consent to act as a director of the Company, be appointed as a director of the Company with immediate effect." Resolution 7 – Removal of Mr Gerald Bullon as a Director of the Company


"That Gerald Allan Bullon, be removed as a director of the Company with immediate effect."

Resolution 8 - Removal of Dr Trevor Hansen as a Director of the Company


"That Trevor Alexander Hansen, be removed as a director of the Company with immediate effect."

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Resolution 9 - Removal of any Director appointed after 31 March 2020


"That where any director is appointed by the Board to the Company after the date the 203D notice is served on the Company by the Requisitioning Shareholders, that director be removed as a director of the Company with immediate effect."

The Board has appointed Mr Derek Cafferty to act as Chairperson of this Meeting, given Derek is the only Director who is not subject to any of the Resolutions.

At the Meeting, the Chairperson will allow a reasonable opportunity for Shareholders to ask online questions via the Lumi platform about the business of the Meeting. In addition, as outlined in the General Information section of this Notice of Meeting, Shareholders are requested (where possible) to submit questions in advance of the Meeting by emailing questions to [email protected] by 5.00pm on Wednesday 24 June 2020, or in writing to:

The Office of the Company Secretary Longevity Group Australia PO Box 542 Camberwell VIC. 3124

All Resolutions will be voted on by poll. By order of the board: Sharon Brearley Roberts Company Secretary 21 May 2020

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Notes on appointing proxies or body corporate representatives

Proxies: appointment A Shareholder of the Company who is entitled to attend (virtually) and vote at the Meeting has a right to appoint a person as their proxy to attend and vote for the Shareholder at the Meeting.

If a Shareholder wishes to appoint a proxy, that Shareholder should complete the proxy form which is enclosed with this Notice of Meeting, or follow the instructions on the proxy form to lodge its proxy online. A proxy need not be a Shareholder of the Company. A Shareholder may appoint the Chairperson as that Shareholder’s proxy.

Proxies: lodgement To be valid, a Proxy Form must be received by the Company by no later than 10.00am (AEST) on Sunday 28 June 2020 (Proxy Deadline).

Proxy Forms may be submitted by:

hand delivery to: C/- Computershare Investor Services Pty Ltd, 452 Johnston Street, Abbotsford, Victoria 3067;

post to: Longevity Group Australia Ltd C/- Computershare Investor Services Pty Ltd, GPO Box 242 Melbourne, Victoria 3001;

facsimile to: Longevity Group Australia Ltd C/- Computershare Investor Services Pty Ltd within Australia to 1800 783 447 or

outside of Australia to +(61) 3 9473 2555; or online at: www.investorvote.com.au.

A written proxy appointment must be signed by the Shareholder or the Shareholder's attorney, or where the Shareholder is a body corporate, by its attorney, under seal or otherwise in accordance with law.

Where the appointment is signed by the appointor's attorney, a certified copy of the authority, or the authority itself, must be lodged with the Company in one of the above ways by the Proxy Deadline. If facsimile transmission is used, the authority must be certified.

Body corporate representative

A Shareholder of the Company who is a body corporate and who is entitled to attend and vote at the Meeting, or a validly appointed proxy who is a body corporate and who is appointed by a Shareholder of the Company entitled to attend and vote at the Meeting, may appoint a person to act as its representative at the Meeting by providing that person with:

a letter or certificate, executed in accordance with the body corporate's constitution, authorising the person as the representative; or

a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative.

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Voting by proxy or corporate representative

Proxy

If a person is nominated as a proxy by a Shareholder, they will need to obtain the proxy holder user name (SRN/HIN) and password to enable them to vote. The proxy holder user name and password can be obtained by contacting Computershare on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

Corporate representative

If a representative of a corporate Shareholder or corporate proxy is to vote at the meeting, the representative must ensure it is validly appointed, and obtain the username and password from the appointor and log into the Lumi app using those details.

This means:

(a) a representative of a corporate Shareholder will use the username and password provided to that Shareholder; and

(b) a representative of a corporate proxy will use the proxy username and

password obtained by contacting Computershare on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

Assistance Prior to the date of the Meeting

If you have any questions, or need assistance with the online process, please contact Computershare on 1300 850 505 between 8.30am and 5.00pm Monday to Friday.

On the date of the Meeting (one hour prior)

For assistance on the date of the Meeting with the Lumi platform and joining the meeting, please contact (03) 9415 4024. This line will be active for one hour before the commencement of the Meeting and all calls to this number will be given top priority.

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Explanatory Statement

1. Background

Introduction

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions, is set out in the accompanying Notice. This Explanatory Memorandum explains the Resolutions and identifies the Board's reasons for putting them to Shareholders.

Notice received from Requisitioning Shareholders

On 31 March 2020, the Company received a notice under sections 203D and 249D of the Corporations Act from Shareholders collectively holding approximately 7% of Shares (collectively the “Requisitioning Shareholders”) proposing resolutions for the removal of current Directors Martyn Pickersgill, Phillip Lovel, Sharon Brearley Roberts, Gerald Bullon and Trevor Hansen and appoint Dennis Michael, John Coulson and Francesco Barbuto as new Directors. The Requisitioning Shareholders have also proposed a resolution for the removal of any Directors who were appointed by the Board after 31 March 2020. These are Resolutions 1 to 9 in this Notice.

Any shareholder (or group of shareholders) holding more than 5% of the votes that may be cast at a general meeting is entitled to requisition pursuant to section 249N of the Corporations Act certain resolutions to be moved at a general meeting and to have their statements distributed to all members under section 249P of the Corporations Act. The statement of the Requisitioning Shareholders is set out at Annexure A of this Notice of Meeting.

Action to be taken by Shareholders

Shareholders should read this Explanatory Statement carefully before deciding how to vote on the Resolutions set out in the Notice.

All Shareholders are invited and encouraged to participate in the virtual Meeting online. Due to COVID-19 Restrictions Shareholders are unable to attend in person. If you have not voted directly prior to the virtual Meeting, or do not intend to attend the virtual Meeting, the attached Proxy Form should be completed, signed and returned to the Company in accordance with the instructions set out in the Proxy Form and the Notice. Alternatively, Shareholders can appoint a proxy online at: www.investorvote.com.au. The appointment of a proxy will not preclude a Shareholder from attending and voting at the virtual Meeting in person, but if the Shareholder votes on any Resolution, the person appointed as the proxy must not exercise the rights conferred by the Proxy Form or online appointment.

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2. Resolutions

Resolution 1

Removal of Mr Martyn Pickersgill as Director of the Company

Resolution 1 is an ordinary resolution that relates to the removal of Mr Martyn Pickersgill as a Director. This resolution has been proposed by the Requisitioning Shareholders.

Mr Martyn Pickersgill has provided the following statement in accordance with section 203D of the Corporations Act.

Mr Martyn Pickersgill was appointed as a Director on 27 August 2007.

Martyn was elected Chairman of the Board of Directors in 2008 following his appointment as Non-Executive Director in 2007.

As Chairman, Martyn is responsible for oversight of the company’s strategic direction.

Martyn brings to the role extensive experience in company management, particularly in the areas of governance, finance and legal compliance, and has been involved in Retirement Village operation and management which has delivered knowledge beneficial to Longevity’s core business.

He actively drove the modernisation of the organization’s operations and the recruitment of a new Chief Executive in 2010 to re-invigorate the company, improve the morale of its staff and provide new direction and leadership.

Martyn is committed to achieving better outcomes through good governance and ensured Longevity upgraded its governance and compliance procedures to meet best practice.

Martyn also drove Board renewal at Longevity, bringing in new directors with significant experience across a variety of sectors including finance, construction, aged care and stakeholder relations.

During his tenure, Martyn has overseen the most significant change in the company’s history, the transition from the Transport Friendly Society Ltd to Longevity Group Australia Ltd.

Historically members of a Friendly Society have no right to residual assets, and therefore no right to benefit from the operations of the Society.

Under Martyn’s stewardship the Transport Friendly Society’s diverse assets in a private health fund, dental clinic and aged care, were sold to a number of buyers, providing an injection of cash to finance the development of retirement living projects which the Board have determined.

On the path to demutualisation, Martyn’s approach to ensuring the successful growth of Longevity was do drive consensus within the Board to deliver the best outcome for shareholders.

Going hand in hand with having a united Board, Martyn prioritised communication with Longevity shareholders to ensure that the implementation of the growth strategy was articulated at both the Annual General Meetings and in the Annual Reports.

In line with the Board’s strategy, Longevity is well advanced in its long-term plans to list on the ASX and provide significant returns to shareholders in the near future. The company has made substantial profits over the last five and a half years and has significantly increased in value since demutualization.

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As a self-employed management consultant for the past 13 years, Martyn consulted to small to medium companies, mainly dealing with business strategy and risk controls. During the last 13 years he has also run the industry association for Friendly Societies, as well as managing a Friendly Society that owned and operated 12 retail pharmacies.

His management experience comes from a wide variety of roles, including 14 years as Managing Director of IOOF. During his tenure IOOF grew to be the largest Friendly Society in Australia. It subsequently demutualised and listed on the ASX.

Martyn is a qualified accountant and has been involved in member-based organization since 1976. He has been involved in Health Insurance both at ANA (now Australian Unity) and at IOOF. He has also been involved in Retirement Village operation and Management. He was Managing Director of IOOF Community Villages Friendly Society.

He has had extensive experience at all levels of Government, lobbying on behalf of the Friendly Society industry.

Martyn has participated in the purchase of many businesses and following the collapse of a number of financial entities in Victoria in 1990, found himself in control of many different companies.

His experience has provided him with a significant understanding of the importance of risk policies and procedures, having been involved in the development of many policies during his career.

Martyn has been a Director on a number of Companies over the years and has an excellent understanding of Corporations law, finance, strategy and budgeting.

His roles have included: Financial Controller ANA Friendly Society Managing Director IOOF Friendly Society Director IOOF Community Villages Friendly Society Director Wynchome Carson Financial Planning Executive Director Australian Friendly Societies Association Managing Director Community Pharmacy Friendly Society Chairman of Austock Life Limited, now Generation Life Limited

Martyn is involved in community activities and does a lot of charity work including working with the Greyhound adoption program and other animal welfare groups. He was also involved in a number of community projects through his membership of the Rotary Club of Melbourne.

One of these was the Second Bite project where Rotary members collect fruit, vegetables and other produce and deliver it to the Sacred Heart Mission in St. Kilda. He has held a number of official positions with Rotary. Martyn is also a member of Neighbourhood Watch and been working to make it more relevant to the needs of the community by addressing topical issues such as graffiti removal and cyber-crime.

Martyn is a Certified Practicing Accountant.

He holds a Bachelor of Commerce degree from Deakin University.

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Recommendation

The Directors (excluding Mr Martyn Pickersgill because of his interest) recommends that Shareholders vote AGAINST the removal of Mr Pickersgill. The Chairperson of the meeting intends to vote undirected proxies AGAINST Mr Martyn Pickersgill's removal.

Resolution 2

Appointment of Mr Dennis Michael as a Director of the Company

Resolution 2 is an ordinary resolution that relates to the appointment of Mr Dennis Michael as a Director. This resolution has been proposed by the Requisitioning Shareholders.

A summary of Mr Michael's biography is included in the statement by Requisitioning Shareholders at Annexure A.

Recommendation

The Directors unanimously recommend that Shareholders vote AGAINST the appointment of Mr Michael. The Chairperson of the meeting intends to vote undirected proxies AGAINST Mr Dennis Michael's appointment.

Resolution 3

Removal of Philip Lovel AM as Director of the Company

Resolution 3 is an ordinary resolution that relates to the removal of Mr Philip Lovel AM as a Director. This resolution has been proposed by the Requisitioning Shareholders.

Mr Philip Lovel AM has provided the following statement in accordance with section 203D of the Corporations Act.

Mr Philip Lovel AM was appointed as a Director on 24 September 2012.

Philip is a valued member of Longevity’s Board, given his decades of experience dealing with Federal, State and Local Governments, his extensive work in the Transport and Logistics industry, as a Civil/Structural Engineer, and his knowledge of industrial relations and workplace safety.

Philip joined the Transport Friendly Society’s Board in 2012, initially to bring his contacts and experience to the Heath Fund and other entities, in particular to grow its membership base in the Road Transport sector.

Subsequently his skills have assisted Longevity in the transition from its time as a mutual, with diverse assets in a private health fund, dental clinic and aged care, to a developer of retirement living projects.

His expertise in building design and construction has assisted with the Board decision to focus on and invest in retirement living which has significant growth potential given the aging of the population and the increasing demand for superior housing options.

As a member of the Board driving the demutualisation process, he with other Board members was involved in navigating the Transport Friendly Society through the process and engaging the right expertise to advise on the appropriate steps to set Longevity up for a change in business direction.

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With Longevity now involved in many new development projects his experience in designing and building many projects and facilities, and as a structural design engineer engaged on major projects, has delivered inside knowledge of the construction and development sector to the Board.

Philip has deep and extensive Government relationships after decades of dealing with Federal, State and Local governments and he continues to hold Board positions in the key transport and infrastructure sectors. His depth of Government contacts provides the Longevity Board with potential additional market intelligence on the retirement living sector and associated communities.

He is the Chairman of the Transport Industry Council and Board member of the Victorian International Container Terminal in the Port of Melbourne.

With the current focus on workplace safety during the COVID 19 pandemic, Philip brings considerable expertise in workplace safety with long term involvement with the Coroner’s office and accident investigations.

He has worked with the Transport Workers Union of Australia and Transport Employers for over 26 years in conjunction with the State coroner, Victorian Police, Worksafe and VicRoads and achieved many successes in the Transport Industry including Workplace safety.

Philip also brings vast experience in Industrial relations at State and Federal level to the Longevity Board as he has held many positions at State and Federal level in industrial relations organisations and significant involvement in dealing with Unions and Management.

He directly represented over 800 Transport and Logistics companies at both State and Federal level and also at National Industry leadership levels. He has presented to various to various Senate and Judicial investigations and commissions.

As a Director he has had a long involvement in Superannuation with over 25 years’ experience as a Board member of the TWUSUPER Fund. From the initial establishment of a $50 million Fund in 1985 to a $5 billion fund by 2014. He served on a number of its Board sub-committees including marketing, risk, investment and compliance.

Philip understands the importance of embracing new technology and what it can deliver for all stakeholders. He has been involved with major technological changes in a variety of industries and over many years lead the Association and Industry technological changes in Truck and Trailer technology, road and toll charges, electronic initiatives and personal safety such as driver fatigue, falls from heights and fork lift safety. The potential to see new technologies in the retirement living sector is expanding every day and up to date knowledge is a major selling point for Longevity.

In transport, Philip developed many outstanding industry initiatives including;

Set up and chaired the Coroners Transport Industry Safety group for 17 years Introduction of B-Doubles and Multi Combination Vehicles into Victoria Developed the now International Vehicle booking system into the Victorian waterfront Created and Hosted many workshops and Seminars for Workplace and Road safety Initiated and hosted the Victoria Transport Association Freight Industry Awards now going

into their 31st year Initiated and hosted the Victoria Transport Association President’s dinner now going into

its 17th year

His past experience includes the role as Chief Executive of the Victorian Transport Association from 1986 until 2014 (when he retired), as Secretary/Treasurer of the Australian Road Transport

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Industrial Organization for 12 years at National level and of the Victorian Industrial Organization for 26 years. He was also a Director of the Victorian Freight and Logistics Council and chairman of the infrastructure Council for 6 years, a Board member of VicRoads for 11 years, a member of the Road Freight Advisory Council for 21 years and a Board member of the NSW Road Freight Advisory council for 5 years. In 2014 Philip was made a Life Member of the Victorian Transport Association, the first CEO to be awarded that honour in 112 years.

In 2007, Philip was awarded Membership in the General Division of the Order of Australia for his work in the Transport Industry and Community.

Philip currently has the following Industry and Community roles;

Chairman Transport Industry Council-Owner Driver Industry President, Neighbourhood Watch in Beaumaris/Black Rock Board member(honorary), Victorian Transport Association Member of the Bethlehem Hospital “Community” Council

Philip has played a supportive role in many different Charities and Community organizations, with involvement with many different charities and community organizations. These are Berry Street, Bethlehem Hospital Community Council, Blue Ribbon foundation, St Kilda City Mission, Cystic Fibrosis, Connectus (Premiers Drug foundation).

Philip has an MBA in Operations and Marketing together with specific training in Risk and Compliance. He is also a qualified Civil Engineer.

Philip enjoys his involvement with the Longevity Group Australia and has not missed a Board meeting in the time he has been on the Board. He is very keen to continue his involvement with the new vision and building projects currently underway.

Recommendation

The Directors (excluding Mr Philip Lovel AM because of his interest) recommends that Shareholders vote AGAINST the removal of Mr Lovel AM. The Chairperson of the meeting intends to vote undirected proxies AGAINST Mr Philip Lovel AM's removal.

Resolution 4

Appointment of Mr John Coulson as a Director of the Company

Resolution 4 is an ordinary resolution that relates to the appointment of Mr John Coulson as a Director. This resolution has been proposed by the Requisitioning Shareholders.

A summary of Mr Coulson's biography is included in the statement by Requisitioning Shareholders at Annexure A.

Recommendation

The Directors unanimously recommend that Shareholders vote AGAINST the appointment of Mr Coulson. The Chairperson of the meeting intends to vote undirected proxies AGAINST Mr John Coulson's appointment.

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Resolution 5

Removal of Ms Sharon Brearley Roberts as a Director of the Company

Resolution 5 is an ordinary resolution that relates to the removal of Ms Sharon Brearley Roberts as a Director. This resolution has been proposed by the Requisitioning Shareholders.

Ms Sharon Brearley Roberts has provided the following statement in accordance with section 203D of the Corporations Act.

Sharon was appointed as a Director on 25 February 2019.

Sharon is a highly experienced senior commercial and operational executive with a focus on business transformation and start ups.

She has significant understanding of the business after holding the positions of Chief Financial Officer and Company Secretary and was appointed as a Non-executive Director of Longevity in February 2019, as well as continuing in her role as Company Secretary.

Sharon is passionate about overseeing the transition of Longevity through the start up phase to delivering profitability and generating financial returns to shareholders.

Sharon is a Chartered Accountant and has impressive broad Australian business experience, having held senior executive positions in aged care and retirement, infrastructure, public health, the private hospital sector, private health insurance, and the gaming industry.

With proven skills in mergers, acquisitions and divestment transactions, IPO’s, start-ups and organisations making structural changes, she also has sound experience in corporate governance in both public and private sectors.

Sharon has a track record of improving governance practices that have contributed to achieving business outcomes, including at Longevity.

Sharon was actively involved in the demutualisation of the Transport Friendly Society and its transformation to Longevity, and a key member of the team that did the groundwork for the demutualisation.

She assisted in the preparation and development of options papers which resulted in the Board decision to demutualise the TFS and sell its key assets, the private health fund, dental clinic and aged care facility.

Sharon was a significant driver of the asset sales as a key member of the sales project team; coordinating and responding to, in excess of, 300 queries from the data rooms and achieving target prices for the sale of key assets.

Sharon guided the Longevity Board into adopting best practice with its financial reporting.

Sharon is currently Contract Financial Controller at BayWa r.e Projects Australia which is a subsidiary of the German based BayWa r.e group. It develops, operates and sells Solar and Wind Farms in Australia.

BayWa is effectively a start-up having grown from 5 staff in 2017 to 35 staff in 2020. BayWa r.e Projects had very immature finance systems and processes and required a senior financial

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contractor to take over the finance team to develop the team, processes and systems and develop a plan for the overall improvement of the finance function.

Sharon is highly regarded in the infrastructure sector working with the Northern Victoria Irrigation Renewal Project (NVIRP) from 2008 to 2010.

NVIRP was established by the Victorian Government in December 2007 to manage and implement the $2 Billion program for the modernisation of irrigation in the Goulburn Murray Irrigation Region.

Her roles were Manager Business Projects and Acting CFO where she was responsible for the start-up and development of the finance function for NVIRP, including selection and set up of the finance and IT systems and recruitment of relevant staff.

At Tatts Group Sharon held various senior roles reporting to the CFO, from 2002 to 2008. She was Financial Controller of ByteCraft, an electronics specialisation company that Tatts Group Acquired primarily to maintain gaming machines.

She assisted the organisation to make the move from a privately owned entity to a subsidiary of a listed public entity by ensuring that appropriate controls and reporting mechanisms were put into place.

The role was responsible for the accounting function of the ByteCraft Systems Group; this included budgeting, the identification and development of process improvement, development and maintenance of internal policies and procedures, coordination and liaison with external and internal audit providers and the provision of financial information for adhoc projects.

Prior to that she was Corporate Accounting Manager responsible for the corporate accounting function of Tattersall’s. The role included the identification and development of process improvements, preparation of financial reports for the ASX, preparation of Audit Committee Papers, development and maintenance of internal policies and procedures, tax compliance issues, coordination and liaison with external and internal audit providers and the provision of financial information for adhoc projects.

Key achievements during her time at Tattersalls include being a member of the Restructure/IPO Committee responsible for the issues associated with the restructure of the Estate of the Late George Adams to allow for transfer of the business to the limited company for listing and preparation of the Prospectus for Listing. She also prepared the first set financial statements as a publicly listed entity.

Sharon’s earlier positions were Financial Controller at Melbourne Health and NWM Shared Services a government budget sector entity encompassing The Royal Melbourne Hospital and a number of satellite facilities and Group finance Manager at AHC (Australian Hospital Care Limited) one of the top 300 publicly listed Australian companies.

Sharon also held roles at PriceWaterhouse Coopers within audit and emerging business services in the Gold Coast, Tokyo and Melbourne offices.

Sharon is a member of Graduate Australian Institute of Company Directors. She completed the Chartered Accountants Program with the Australian Institute of Chartered Accountants in 1992 and has a Bachelor of Commerce from the University of Melbourne

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Recommendation

The Directors (excluding Ms Sharon Brearley Roberts because of her interest) recommends that Shareholders vote AGAINST the removal of Ms Brearley Roberts. The Chairperson of the meeting intends to vote undirected proxies AGAINST Ms Sharon Brearley Roberts' removal.

Resolution 6

Appointment of Mr Francesco Barbuto as a Director of the Company

Resolution 6 is an ordinary resolution that relates to the appointment of Mr Francesco Barbuto as a Director. This resolution has been proposed by the Requisitioning Shareholders.

A summary of Mr Barbuto's biography is included in the statement by Requisitioning Shareholders at Annexure A.

Recommendation

The Directors unanimously recommend that Shareholders vote AGAINST the appointment of Mr Barbuto. The Chairperson of the meeting intends to vote undirected proxies AGAINST Mr Francesco Barbuto's appointment.

Resolution 7

Removal of Mr Gerald Bullon as Director of the Company

Resolution 7 is an ordinary resolution that relates to the removal of Mr Gerald Bullon as a Director. This resolution has been proposed by the Requisitioning Shareholders.

Mr Gerald Bullon has provided the following statement in accordance with section 203D of the Corporations Act.

Mr Gerald Bullon was appointed as a Director on 21 November 2018

Gerald has more than 20 years’ experience in Australia’s financial markets, having run his own investor relations and management consultancy since 1996.

He joined Longevity Board of Directors in 2018 and is the Chairman of the Remuneration Committee and the Share Buy-back Committee.

Gerald has an excellent understanding of investor communications and has assisted the Board navigate the issues relating to the Buy-back offer and the implications for Shareholders.

The long term strategy for Longevity is to list on the ASX, which will be a game changer for the company as it provides companies with an opportunity to join the global capital stage and Gerald is well placed to help the Board through this process.

Gerald is looking forward to seeing Longevity progress to becoming an ASX listed company.

He has significant expertise in advising Australian companies who have transitioned from the private sector to listing on the ASX, particularly in the healthcare space.

Gerald’s previous roles span a range of industry sectors including property, healthcare, pharmaceuticals, financial services, and forestry. He also has extensive

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experience as a chairman or non-executive director of a number of not-for-profit organisations, including in the aged care sector.

Gerald is the founder of INSOR, a predominantly Investor Relations consultancy, which is focused on both corporate advisory and enabling start-up companies to achieve scale and aspire to IPO.

Gerald plays an invaluable role on the path to ASX listing, often becoming a quasi-member of the management team of is client companies, and developing the finance, governance, systems and growth strategies to ensure their long term success.

Through and post the listing period Gerald is involved in engagement with the investment community, growing companies’ profiles with both the buy and sell side of the market.

With over 20 years’ experience in helping companies grow their institutional investor base and achieve broker research coverage, the large database of contacts is now available to assist new companies, large and small achieve their goals.

Gerald currently serves as a Non-Executive Director of SDI Limited (ASX:SDI) a listed dental products manufacturing company, which has revenue of $85m revenue and 240 employees. He is Chairman of SDI’s Remuneration Committee and a member of Audit Committee.

He is also on the Advisory Board of Diadem Pty Ltd, a private company with $30 million in revenue, and 80 employees in Australia,

Since April 2018, Gerald Bullon has been Chairman of Beames Capital, a new private equity investment company.

Beames Capital is open to investment in many sectors but has a passion for start-up companies that empower people in the gig economy to get the work they want and to manage the work they get.

Founded in 2008, Beames Capital has invested in companies at Seed level, IPO bookbuild and Series A rounds in Australia, New Zealand, Southeast Asia, UK and Europe. Focus to date has been to assist companies raising between A$200K -A$2M.

Previously Gerald was a Non-Executive director of Emmy Monash Homes Aged Care homes and Independent Living apartments from 2008-2011.

Before setting up INSOR Gerald, worked with and listed Australian Hospital Care (AHX) in 1996 and Sigma Pharmaceuticals (SIG) in 1999. Since then Insor has been involved in the public listings of Nick Scali (NCK), Pelorus, which now trades as BlackWall Property Trust (BWR) and Probiotec (PBP).

Other major clients have included REA Group, SDI Limited, TFS Limited, and i-Select Limited.

Gerald also has established strong professional and community links, particularly within the Melbourne Jewish community, and has an extensive network with the Funds management and broking industries and in particular the burgeoning boutique Funds management businesses.

Gerald is a Fellow of the Australian Institute of Company Directors.

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Recommendation

The Directors (excluding Mr Gerald Bullon because of his interest) recommends that Shareholders vote AGAINST the removal of Mr Bullon. The Chairperson of the meeting intends to vote undirected proxies AGAINST Mr Gerald Bullon's removal.

Resolution 8

Removal of Dr Trevor Hansen as Director of the Company

Resolution 8 is an ordinary resolution that relates to the removal of Dr Trevor Hansen as a Director. This resolution has been proposed by the Requisitioning Shareholders.

Dr Trevor Hansen has provided the following statement in accordance with section 203D of the Corporations Act.

Dr Trevor Hansen was appointed as a Director on 20 November 2019.

Trevor is a specialist in due diligence and strategic planning and was appointed to the Board in November 2019. As a shareholder himself, Trevor is focused on representing the interests of all shareholders.

Doing research is one of his key strengths, and after conducting his own due diligence on Longevity, he identified the company’s significant potential for growth, and decided to invest.

After attending Annual General Meetings, and engaging with management, he realised he had a contribution to make, and then approached Longevity about joining the Board.

Trevor is passionate about Longevity and believes the fundamental need that Longevity solves is real and sizeable. With effort and time, he believes Longevity will grow into a business that shareholders can all be proud of, and rewarded for owning.

In his six months as a Director, he has worked to improve Longevity's profitability, its shareholder communication and to return money to shareholders. Trevor is on the Buy Back Committee which is leading work to distribute $3.2M to shareholders. He is also a strong supporter of regular bulletins to provide information and updates to shareholders about the work and progress of Longevity.

Trevor has a track record of making successful investments in a variety of businesses, mainly in the technology sector. As a part owner of the Leading Technology Group, an investment company that buys and operates small businesses, he has extensive experience in risking his own money to deliver benefits for customers, staff and shareholders. He helps decide the strategic direction, as well as being involved in due diligence for potential acquisitions.

Trevor is also an owner and Director of Total Metrics, a business which serves government customers by providing cost estimate software and consulting. The business has been operating for 20 years.

For a decade, he worked at Leadtec Systems Australia in several roles, including software developer and manager. Leadtec operated eCommerce software on behalf of retail trading partners. Trevor was a shareholder until the eventual sale of Leadtec to a NASDAQ listed firm.

Trevor has significant understanding of delivering for customers. Growing up in Mentone with his father operating a plumbing business. Because of the nature of the

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business and the need to be available to deal with plumbing issues, during school holidays he would work on-site with his father.

He was the first person in his family to go to University, and an outstanding student. Trevor has a Bachelor of Science from Monash University, majoring in Computer Science, Mathematics and Physics. He was admitted to the Deans List. He subsequently was awarded a scholarship to study Honours at Monash. Trevor continued his studies at the University of Melbourne, receiving an Australian Postgraduate Award to study a PhD.

Trevor volunteers his time contributing to open-source software, which is used by the technology community at no cost. He is an author of the widely-used STP constraint solver.

He holds a PhD from the Faculty of Engineering at the University of Melbourne and is a member of the Australian Institute of Company Directors.

Trevor is keen to understand shareholders’ perspective and priorities. Please contact him on 0422 263 581 or email him at [email protected]

Recommendation

The Directors (excluding Dr Trevor Hansen because of his interest) recommends that Shareholders vote AGAINST the removal of Dr Hansen. The Chairperson of the meeting intends to vote undirected proxies AGAINST Dr Trevor Hansen's removal.

Resolution 9

Removal of any Director appointed after 31 March 2020

Resolution 9 is an ordinary resolution that relates to the removal of any person that has been appointed after 31 March 2020 as a Director by the Board. This resolution has been proposed by the Requisitioning Shareholders.

No person has been appointed as a Director by the Board since 31 March 2020. As such, this Resolution does not have any practical affect but has been included for compliance with the Company's obligations to the Requisitioning Shareholders.

Recommendation

Given this Resolution has no practical effect, the Directors do not make any recommendation as to how Shareholders should vote on this Resolution. The Chairperson of the meeting intends to vote undirected proxies AGAINST this Resolution.

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Glossary

In this Notice and Explanatory Statement, the following terms have the followings meanings, unless the context otherwise requires:

ASIC means the Australian Securities and Investments Commission;

Board means the board of Directors;

Company means Longevity Group Australia Ltd ACN 052 046 625;

Constitution means the constitution of the Company amended as at 22 November 2017;

Corporations Act means the Corporations Act 2001 (Cth);

Director means a director of the Company from time to time;

Explanatory Statement means the explanatory statement which accompanies the Notice;

Meeting means the Extraordinary General Meeting of the Company to be held online via the Lumi platform on 30 June 2020 commencing at 10.00am;

Notice means the notice convening the Meeting;

Proxy Form means the proxy form accompanying the Notice;

Requisitioning Shareholders means the group of Shareholders holding approximately 7% of the Company's Shares that have notices to the Company under sections 203D and 249D of the Corporations Act;

Resolution means a resolution to be voted on at the Meeting, the details of which are set out in the Notice;

Share means a fully paid ordinary share in the capital of the Company; and

Shareholder means a holder of a Share.

APPENDIX A

The statement contained in this Annexure A is a statement from the requisitioning shareholders. The Board does not endorse this statement or its contents. You should read the following statement in conjunction with the statement of the Board on page 8 of the Notice of Meeting.

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The following statement is provided in support of our proposed change in the composition of the Board

of Longevity Group Australia Limited (Company)

It’s your money. Vote for the resolutions to remove the existing directors and vote to appoint the new directors to get your money back. Our proposed new Directors to the Board of the Company are:

Dennis Michael Dennis worked for the Tramways for 13 years and worked at every Tram and Bus depot in Melbourne. He then had a corporate career including being the founder and managing director of a private company specialising in SAP software sales and implementations. That private company was later sold to an ASX listed company. Over the last 5 months he has spoken to hundreds of shareholders to formalise the actions for returning shareholder funds back into their hands.

John Coulson John worked for 11 years at the Tramways with his final position Group Manager Finance. He was a member of Transport Friendly Society from 1975 and remains a Member of Transport Health to this date. He was a Board member of Transport Friendly Society and then Longevity Group Australia Limited for 10 years until 2018. The reason why John is supporting an application for voluntary liquidation is that he has lost confidence in the ability of the current Board to generate optimal returns on shareholder funds going forward given the Company’s track record since demutualisation.

Francesco (Frank) Barbuto Frank worked for the Tramways for 45 years and has worked at every tram and bus depot in Melbourne. Since all the assets of the Benefit Society have been sold and the Company now operates as a property developer, he strongly supports the process of winding up the Company and returning funds back in to shareholder hands. This is why Frank is working with Dennis Michael and John Coulson on this proposal, including putting himself up as a director to achieve this objective.

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The objective of the proposed new Directors is to undertake an orderly realisation of the Company's assets (to maximise value) and return those funds to its shareholders. The reason that we are proposing this course of action is that we have all worked in the tramways for significant portions of our lives - and were part of a community that loved Transport Health and the mutual support it provided.

It is anticipated (depending on the amount realised from the realisation of the Company's assets) that on a winding up and distribution to shareholders there may be tax benefit for the original Shareholders who acquired shares on the original demutualisation (as the cost-base in the Australian Tax Office ruling on the demutualisation is $2.92 per share). Also please note that this will not affect in any way your Transport Health Fund medical and hospital insurance as the health fund was sold 6 years ago to another company; accordingly your personal medical and hospital insurance coverage is completely unaffected by this action and outside any changes to Longevity Group Australia Limited.

We believe that it is now an opportune time to liquidate the current assets and return funds to Shareholders, as the benefit society that traded as a mutual and provided benefits for 125 years has had all its major assets sold Major assets already sold by the Company include:

Vimy House Private Hospital Financial Planning Transport Health Fund The Aged Care Facility, Mornington The Mornington” Retirement Village Dental Clinic on Swan Head Office in Richmond

We understand that the current Board have no current intention to liquidate the Company's assets and return them to shareholders; the Company's latest financial statements show that the Company currently operates at a loss and has not distributed any dividends since demutualisation in 2014. The following statements are provided by and included with the consent from the following former Board members and Chief Executive Officer who strongly support our proposals:

Ken Kimber "In my opinion, the current Board hold no sensitivity to the history of a very well organised and financially stable group, that always considered its Members, and are now using the returns from the asset sales to finance development projects which I don’t support in any way." John Coulson "The reason why I am supporting an application for voluntary liquidation is that I’ve lost confidence in the ability of the current Board to generate optimal returns on shareholder funds going forward given the company’s track record since demutualisation." Paul Riboni "The reason I’m supporting an application for voluntary liquidation is my belief that the Company has moved from its original objectives and is now open to the vagaries of financial markets."

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Geoff Scully "I am supporting an application for the change in the Board and the voluntary liquidation of the Company because five years have now elapsed since demutualisation and I have no confidence in the current Board’s ability to return share proceeds to shareholders in a timely manner."

Bill Maher the former Chief Executive Officer. "I support a voluntary liquidation of the assets of Longevity as in my view the Company has lost its way with its current property development activities compared to its 125 year rich history of providing benefits to Members before demutualisation."

We recommend all Shareholders vote for the resolutions to remove the current Directors and appoint us as the new Directors of Longevity Group Australia Ltd, as our sole objective is to achieve an orderly asset liquidation process and return the funds to Shareholders. Any Questions If you wish to discuss any matters with regard to the nominated directors or their experience, they invite you to call Mr Michael on the contract details below. Dennis Michael 0419 006 714

[email protected]

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