Cleanaway Waste Management : Notice of Annual General Meeting/Proxy Form

NOTICE OF ANNUAL GENERAL MEETING‌

Notice is given that the 13th Annual General Meeting (AGM) of Cleanaway Waste Management Limited (Cleanaway or the Company) will be held in the Long Room, Customs House, 399 Queen Street, Brisbane, QLD 4000 on Thursday 26 October 2017 commencing at 10:00am Brisbane time.

ORDINARY BUSINESS

1. Financial Report

   To receive and consider the Financial Report of the Company and its controlled entities for the financial year ended 30 June 2017, and the related Directors' Report and Auditor's Report.

   Note: There is no requirement for shareholders to approve these reports.

2. Remuneration Report

   To consider the Remuneration Report for the financial year ended 30 June 2017 and, if thought fit, pass the following non-binding resolution as an ordinary resolution in accordance with section 250R of the Corporations Act 2001 (Cth):

   "That the Remuneration Report for the financial year ended 30 June 2017 be adopted."

   Notes:

   > This resolution is subject to the voting exclusions as set out at the end of this Notice of Meeting.

   > The vote on this resolution is advisory only and does not bind the Directors or the Company.

   > The Directors 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.

   > If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a "spill

   resolution") that another meeting be held within 90 days of the second

   of those AGMs at which all of the Company's Directors (who are Directors at the second AGM, other than the Managing Director) must stand for re-election.

3. Re-election of Directors

   In accordance with the Company's Constitution, one third of the Directors (excluding the Managing Director) must retire each year and are eligible for re-election.

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

   "That Philippe Etienne, an Independent, Non-Executive Director retiring in accordance with Articles 6.3(b) and 6.3(c) of the Constitution, being eligible, is re-elected as a Director of the Company."

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

6. "That Terry Sinclair, an Independent, Non-Executive Director retiring in accordance with Articles 6.3(b)

   and 6.3(c) of the Constitution, being eligible, is re-elected as a Director of the Company."

   Note: The non-candidate Directors unanimously support the re-election of the candidate Directors.

   SPECIAL BUSINESS

7. Granting of performance rights to Vik Bansal

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

   "That, for the purpose of ASX Listing Rule 10.14, and for all other purposes, authority is hereby given for the grant to Vik Bansal, Chief Executive Officer (CEO) and

   Managing Director (MD), 1,376,011 performance rights under the Cleanaway Waste Management Limited Long-Term Incentive Plan (2018 LTIP Offer), on the terms described in the Explanatory Statement which forms part of this Notice of Meeting."

   Note: This resolution is subject to the voting exclusions as set out at the end of this Notice of Meeting.

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

10. "That, for the purpose of ASX Listing Rule 10.14, and for all other purposes, authority is hereby given for the grant to Vik Bansal, CEO and MD, 175,901 performance rights under the Cleanaway Waste Management Limited Deferred Equity Plan (DEP), on the terms described in the Explanatory Statement which forms part of this Notice of Meeting."

    Note: This resolution is subject to the voting exclusions as set out at the end of this Notice of Meeting.

11. Amendment to Company's Constitution

12. To consider and, if thought fit, pass the following resolution as a special resolution:

    "That the Constitution of the Company be amended in the following manner:

13. Insertion of the following new Article 1.4:

    "Listing Rules

    While the Company is on the official list of ASX:

14. notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act shall not

    be done;

15. nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done;

16. if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);

17. if the Listing Rules require this Constitution to contain a

    provision and it does not contain such a provision, this constitution is deemed to contain that provision;

    NOTICE OF ANNUAL GENERAL MEETING

18. if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this document is deemed not to contain that provision; and

19. if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is taken not to contain that provision to the extent of the inconsistency.

20. Deleting Articles 6.3(c) to (e) and replacing them with the following new Article 6.3(c):

    "If no Director would otherwise be required by Article 6.3(b) to stand for election or re-election but the Listing Rules require that an election of Directors be held, the Director to retire at an AGM is the Director who has been longest in office since their last election or appointment. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. If they do not agree, they must draw lots to decide which of them

    must retire."

21. Minor consequential amendments to cross-references in Article 6.3 resulting from the changes above.

22. Deleting Article 9.7(d), which deals with, in the case of an equality of votes on a resolution at a board meeting where Terrence Peabody, his family and/or their associates collectively own more than 50% of the Shares of the Company, the chairperson of that meeting has a casting vote on that resolution in

23. addition to any vote the chairperson has in his capacity as a Director in respect of that resolution. In all other circumstances the chairperson does not have a casting vote.

    VOTING EXCLUSIONS

    Items 2, 4(a) and 4(b) are resolutions that are directly or indirectly related to the remuneration of a member of the Key Management Personnel (KMP) of the Company. The Corporations Act 2001 (Cth) (Corporations Act) restricts KMP and their closely related parties from voting in certain circumstances.

    In addition, voting restrictions apply to Items 4(a) and 4(b) under the ASX Listing Rules.

    KMP of the Company are the Directors of the Company (including the Chairman) and other employees having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company's KMP for the

    financial year ended 30 June 2017. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependents and companies they control.

    Item 2: Remuneration Report

    The Company will disregard any votes cast (in any capacity) by or on behalf of:

    > any KMP of the Company, details of whose remuneration is included in the Remuneration Report; and

    > a closely related party of any such KMP,

    as well as any votes cast as a proxy on this Item by members of the KMP and their closely related parties, unless the vote is cast:

    > as proxy for a person entitled to vote in accordance with a direction on the proxy form; or

    > by the Chairman of the Meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

    Items 4(a) and 4(b): Granting of Performance Rights to Vik Bansal

    The Company will disregard any votes cast by or on behalf of Vik Bansal and any of his associates, as well as any votes cast as a proxy on these Items by members of the KMP at the date of the meeting and their closely related parties, unless the vote is cast:

    > as proxy for a person entitled to vote in accordance with a direction on the proxy form; or

    > by the Chairman of the Meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

    IMPORTANT NOTE - PROXY VOTING

    The Chairman intends to vote undirected proxies IN FAVOUR of all proposed resolutions set out in this Notice of Meeting. If there is a change to how the Chairman intends to vote undirected proxies, an announcement will be made to the ASX.

    Please see the "Notes to the Notice of Meeting" on page 3 for further details regarding proxy voting.

    Dated: 21 September 2017 By Order of the Board

    Dan Last

    Company Secretary

    2 NOTICE OF ANNUAL GENERAL MEETING 2017

    NOTES TO THE NOTICE OF MEETING

    VOTING ENTITLEMENTS

24. In accordance with Regulation

    7.11.37 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the AGM will be the entitlement of that person set out in the register of shareholders as at 7:00pm (Sydney time) on Tuesday 24 October 2017.

    Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the AGM.

25. If a share is held jointly, only one joint holder may vote. If more than one joint shareholder votes, only the vote of the first person named on the register counts.

    EXERCISING YOUR RIGHT TO VOTE

26. The vote on each resolution will be decided by a poll subject to any

    requirements of the Corporations Act and the Constitution of the Company.

    For resolutions determined by poll, each shareholder present in person or by proxy or attorney has one vote for each fully paid ordinary share held.

    PROXIES

27. If you cannot attend the meeting you may appoint a proxy to attend and vote for you. A Proxy Form is included with this Notice of Meeting for this purpose. A proxy need not be a shareholder of Cleanaway

    and may be an individual or a body corporate. If you are entitled to cast two or more votes, you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If

    you appoint two proxies and do not specify the proportion or number of votes each proxy may exercise, each of the proxies may exercise half of the votes.

28. If you choose to appoint a proxy, you are encouraged to direct your

    proxy on how to vote by marking the "for", "against" or "abstain" box on the Proxy Form. Your proxy may

    only exercise your vote in the manner you have directed. If no direction is given, the proxy may vote as it sees fit, subject to any voting restrictions applicable to the proxy.

29. Either the original, facsimile or electronic transmission of the Proxy Form(s) and any Power of Attorney or authority under which they are signed must be received at least 48 hours prior to the AGM (i.e. by no later than 10:00am Brisbane time (11:00am Sydney time) on Tuesday 24 October 2017) or, in the case of an adjournment, prior to the time scheduled for resumption of the meeting. Any Proxy Form received after this deadline, including at the AGM, will be invalid.

    Post Computershare Investor Services Pty Limited, GPO Box 242,

    Melbourne Victoria 3001

    Fax 1800 783 447

    (within Australia) or

    +61 3 9473 2555

    (outside Australia)

    Online by visiting

    www.investorvote.com.au and quoting the 6 digit control number found on the front of your proxy form.

    Intermediary Online subscribers (custodians) can lodge a proxy online by visiting www.intermediaryonline.com.

30. Additional Proxy Forms will be supplied by the Cleanaway Share Registry (Computershare Investor Services Pty Limited) by phoning 1300 850 505 (within Australia) or

    +61 3 9415 4000 (outside Australia).

    PROXY VOTING BY THE CHAIRMAN

31. If you appoint the Chairman of the Meeting as your proxy or the

    Chairman is appointed as your proxy by default, and you do not direct the Chairman of the Meeting how to vote on an item of business,

    then by completing and returning the relevant Proxy Form you will be expressly authorising the Chairman of the Meeting to exercise your undirected proxy on a resolution even though it may be directly

    or indirectly connected with the remuneration of a member of the KMP.

    If you do not direct the Chairman of the Meeting how to vote on an item of business, the Chairman as your proxy will vote IN FAVOUR of

    all Resolutions.

    CORPORATE SHAREHOLDERS

32. A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise as a shareholder at general meetings of Cleanaway or in the capacity of a shareholder's proxy at general meetings of Cleanaway. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a general meeting or in voting on

    a resolution.

33. If a corporate representative is to attend the AGM on behalf of a body corporate, a formal Notice of Appointment must be brought to the meeting signed as required by section 127 of the Corporations Act or that Corporation's Constitution.

    VOTING BY ATTORNEY

34. If you wish to appoint an attorney to act on your behalf at the meeting, your appointment must be made by a duly executed Power of Attorney The Power of Attorney must be received by no later than 10:00am Brisbane time (11:00am Sydney time) on 24 October 2017 or, in the case of an adjournment, prior to

    the time scheduled for resumption of the meeting, unless it has been previously provided to Cleanaway.

    QUESTIONS FROM SHAREHOLDERS

35. In addition to asking questions at the meeting, written questions to the Chairman of the Meeting about the management of Cleanaway,

or to Cleanaway's Auditor about the content of the Auditor's Report and the conduct of the audit, may be submitted by completing the

Question Form enclosed, or by visiting the investor section of our website www.cleanaway.com.au. Questions must be received at least 5 business days prior to the Annual General Meeting (i.e. by no later than 5.00pm Brisbane time (6:00pm Sydney

time) on Wednesday 18 October 2017). This is to allow time to collate questions and to prepare answers.

NOTICE OF ANNUAL GENERAL MEETING 2017 3

EXPLANATORY STATEMENT ON ITEMS OF BUSINESS

The Chairman and CEO will address the meeting and make a presentation on the performance of the Company during the financial year ended 30 June 2017 as well as other strategic and operational activities of the Company. The Chairman and CEO may also respond to questions raised by shareholders at or before

the meeting. If you like to submit your questions prior to the AGM, please visit the investor section of our website or complete the enclosed Question Form.

ITEM 1: FINANCIAL REPORT

The Corporations Act requires the following reports in respect of the financial year ended 30 June 2017 to be laid before the Annual General Meeting:

> Financial Report (which includes financial statements and Directors' declaration);

> The Directors' Report (which includes the Remuneration Report); and

> The Auditor's Report.

There is no requirement either in the Corporations Act or the Constitution for shareholders to approve the Financial Report, the Directors' Report (other than a non-binding vote on the Remuneration Report which is considered as a separate resolution) or the Auditor's Report.

The Reports referred to above are included in the Annual Report sent to those shareholders who elected to receive a hard copy. A copy of the report is also available in the

investor section on our website www.cleanaway.com.au. Shareholders will be provided with the opportunity at the meeting to ask questions about

the reports. The Company's Auditor will be available at the meeting to answer any questions in relation to the conduct of the audit and the preparation and content of the Auditor's Report.

ITEM 2: REMUNERATION REPORT

A resolution for the adoption of the Remuneration Report is required to be considered and voted on in accordance with section 250R of the Corporations Act. Prior to holding this vote, the Chairman will allow a reasonable opportunity for shareholders to ask questions or make comments on the Remuneration Report.

The Remuneration Report for the financial year ended 30 June 2017 is in the Annual Report. In accordance with the Corporations Act, the Remuneration Report:

> Describes the policies behind, and structure of, the remuneration arrangements of the Company, and the link between remuneration and the Company's performance; and

> Sets out the remuneration arrangements in place for Directors and those members of the senior management team with authority and responsibility for planning, directing and controlling the activities of the Company.

The vote on this resolution is advisory only and the outcome will not be binding on the Board or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

The Board recommends that shareholders vote in favour of this non-binding resolution.

ITEM 3: RE-ELECTION OF DIRECTORS

Re-election of Directors - Resolutions 3(a) and 3(b)

Resolutions 3(a) and 3(b) seek

approval for the re-election of Directors who are retiring by rotation under Articles 6.3(b) and 6.3(c) of the Company's Constitution. Article 6.3(c) states that one third of the Directors (rounded down to the nearest whole number) must retire at each Annual General Meeting.

Those Directors retiring under Articles 6.3(b) and 6.3(c) of the Constitution are Philippe Etienne and Terry Sinclair. Both Philippe and Terry are eligible for election and offer

themselves for re-election as Directors of the Company.

1. Philippe Etienne, Independent Non-Executive Director

   > Chairman of the Health, Safety and Environment Committee

   > Member of the Audit and Risk Committee

   Philippe was appointed a director of Cleanaway on 29 May 2014. He is a Non-Executive Director of Lynas Corporation Limited (appointed January 2015). He was formerly the

   Managing Director and Chief Executive Officer of Innovia Security Pty Ltd (retired September 2014) and a Non-Executive Director of Sedgman Limited (February to November 2015).

   Philippe has held a range of senior executive positions with Orica in Australia, the USA and Germany, including strategy and planning and responsibility for synergy delivery of large-scale acquisitions. He holds a Bachelor of Science in Physiology and Pharmacology, a Master of Business Administration (MBA) and is a Graduate of the Australian Institute of Company Directors and has completed

   post-graduate qualifications in marketing.

   The Board (with Philippe abstaining) recommends that you vote in favour of this ordinary resolution.

2. Terry Sinclair, Independent Non-Executive Director

> Member of the Audit and Risk Committee

> Member of the Remuneration and Nomination Committee

Terry has been a Director of Cleanaway since 1 April 2012. He is currently the Chairman of Marrakech Road Pty Limited and Director of NetGet Holdings Limited.

He was formerly Managing Director of Service Stream Limited, Chairman of AUX Investments (jointly owned by Qantas and Australia Post), Director of Sai Cheng Logistics (China), Director of Asia Pacific Alliance (HK) and Head

of Corporate Development at Australia Post. He also provides M&A advisory to private equity and is currently an advisor to KPMG in Saudi Arabia and India.

Terry has significant experience in the Industrial, Resources and Consumer Services sectors including 20 years experience in senior management roles in BHP (Minerals, Steel and

Transport/Logistics). He holds a Masters of Business Administration (MBA),

a Graduate Diploma in Management and tertiary qualifications in Mining, including Surveying.

The Board (with Terry abstaining) recommends that you vote in favour of this ordinary resolution.

4 NOTICE OF ANNUAL GENERAL MEETING 2017