Fleetwood : Notice of Extraordinary General Meeting

Not i ce o f Extr ao r d in ary G e n e r a l M eet ing

An Extraordinary General Meeting of Fleetwood Corporation Limited ABN 69 009 205 261 (Company) will be held at the offices of Grant Thornton located at Level 1, 10 Kings Park Road, West Perth, Western Australia, 6005 on Tuesday 25 July 2017 at 10am (AWST).

Agenda

1. Resolution 1 - Modification of Constitution (refer to Explanatory Memorandum) To consider and, if thought fit, pass the following as a special resolution:

   "That the constitution of the Company be amended as detailed in Appendix A."

2. Resolution 2 - Adoption of New Constitution (refer to Explanatory Memorandum) To consider and, if thought fit, pass the following as a special resolution:

   "That, pursuant to and in accordance with section 136 of the Corporations Act and for all other purposes, the Company adopt the Constitution contained in Schedule 1 as summarised in the Explanatory Memorandum."

3. Other Business

To deal with any other business that may be considered in accordance with the Constitution of the Company and the

Corporations Act.

About Fleetwood

Fleetwood is a provider of innovative affordable modular accommodation solutions, and quality recreational vehicles, parts and accessories.

Established in 1964 and employing people in Australia and New Zealand, Fleetwood aims to outperform by providing genuine value. Our beliefs and commitment are outlined in the company's statement of values "Delivering the Promise".

For more, please visitwww.fleetwoodcorporation.com.au

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Important information regarding voting on Resolutions 1 and 2

Chairman authorised to exercise undirected proxies on Resolutions 1 and 2

Shareholders who appoint the Chairman as proxy (either expressly or by default) are encouraged to expressly direct the Chairman how they wish to vote in respect of Resolutions 1 and 2 by marking either 'for' or 'against' the relevant Resolution on the proxy form.

If a Shareholder appoints the Chairman or the Chairman is appointed by default and the Shareholder's proxy does not direct the Chairman how to vote in respect of Resolution 1 and Resolution 2 then the Shareholder will have expressly authorised the Chairman to vote the Shareholder's proxy in accordance with the Chairman's stated voting intention in respect of that Resolution, being a vote in favour of Resolution 1 and a vote in favour of Resolution 2.

Proxies

A Shareholder has the right to appoint a proxy, who need not be a Shareholder of the Company. If a Shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. To vote by proxy, please go online towww.investorvote.com.auor return the enclosed proxy form via post to the share registry of the Company which is Computershare Investor Services Pty Limited, GPO Box 242 Melbourne, Vic 3001 or by facsimile on 1800 783 447 or from overseas on [phone] no later than 48 hours before the commencement of the meeting. For intermediary online subscribers (custodians), please visitwww.intermediaryonline.com.

In light of the important information highlighted in this document regarding the Chairman's ability to vote undirected proxies, any Shareholder in doubt as to how to complete or the procedure for completing a proxy form is encouraged to contact either the Company or Computershare to discuss their concerns.

Voting Entitlements

The Board has determined in accordance with the Constitution and the Corporations Act that a shareholder's voting entitlement at the meeting will be the entitlement shown in the register of members as at 7.00pm (Sydney time) on 23 July 2017.

Electronic Delivery

By corresponding with you electronically, Fleetwood is able to reduce costs and provide more timely information. Information such as Notice of Meeting, Online Proxy and Dividend Advice can be accessed through web address links that will be sent to you via email. You will also be able to update certain information relating to your shareholding such as Tax File Number Notification, Direct Credit Instruction and Change of Address. To register your email address, go towww.computershare.com.

If you have any questions about your security holding, please contact Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or [phone] (outside Australia) or visit their website atwww.computershare.com.

By order of the Board

Yanya O'Hara Company Secretary 13 June 2017

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with business to be conducted at the Extraordinary General Meeting of the Company to be held on Tuesday 25 July 2017.

The Directors recommend Shareholders read this Explanatory Memorandum and the Notice of Extraordinary General Meeting in full before making any decision in relation to the Resolutions. Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the meaning given to them in the glossary contained in this Explanatory Memorandum.

Meeting Background

As announced to the ASX on 29 May 2017, by notice dated 25 May 2017, One Managed Investment Funds Limited, as custodian for Sandon Capital Investments Limited and as custodian for Mercantile Investment Company Limited, and National Nominees Limited in its capacity as nominee for Fundhost Limited as responsible entity for Sandon Capital Activist Fund (the Requisitioning Shareholders) requested the Directors call and arrange to hold a general meeting in accordance with section 249D of the Corporations Act to consider changes to the Company's Constitution.

Pursuant to section 249D(1) of the Corporations Act, a general meeting is required to be called upon the request of a member with at least 5% of the votes that may be cast at a general meeting of the Company. The Requisitioning Shareholders together hold in excess of 5% of the votes that may be cast at a general meeting of the Company.

Accordingly, the Directors have called and arranged to hold this meeting in accordance with the provisions of section 249D(5) of the Corporations Act.

As Shareholders are aware, the Directors intended to update the Company's Constitution to accord with current applicable laws and rules and with best market practice at the Company's upcoming annual general meeting. However, in light of the request made to update the dividend clause of the Company's Constitution by the Requisitioning Shareholders, the Directors have decided to raise a second resolution to complete the changes that would have been adopted at the upcoming annual general meeting. As such, shareholders should note that Resolution 2 contained in the Notice has been proposed by the Board, and is not pursuant to the request of the Requisitioning Shareholders.

In respect of Resolution 1, Shareholders should note the wording in Resolution 1 contained in the Notice has been proposed by the Company and accepted by the Requisitioning Shareholders.

In respect of Resolution 2, the Directors consider that the adoption of a New Constitution, which includes the wording in Resolution 1, is in the best interest of Shareholders, as the New Constitution will allow the Company and the Directors to comply with current law and enable the Company to better function in accordance with its constituent documents.

Resolution 1 - Modification of Constitution

Resolution 1 seeks Shareholder approval for the modification of the Constitution in accordance with section 136 of the Corporations Act. The modified Constitution has been notified to ASX as required under the Listing Rules.

A copy of the modified constitution will be sent to any Shareholder on request and will also be available for inspection at the office of the Company during normal business hours prior to the Extraordinary General Meeting and available for inspection at the Meeting.

The modified constitution will be effective immediately.

Resolution 1 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Summary of Proposed Modifications

Dividends Following changes to the Corporations Act in 2010, companies are no longer restricted to paying dividends out of profits. The New Constitution gives the directors the flexibility to resolve to pay a dividend, subject to the Corporations Act.

Further, before declaring a dividend or determining that a dividend by paid, the Directors may set aside out of the Company's profit any amount that they consider appropriate. Conversely, the Directors may appropriate to the Company's profits any amount previously set aside as a provision or reserve. Any amount set aside as a provision or reserve does not have to be kept separate from any other asset of the Company and such amount may be used in the Company's business or as the Directors otherwise determine.

Directors' Recommendation

Further to the information provided in the Meeting Background section of this Explanatory Memorandum, Resolution 2 provides for the adoption of a new constitution of the Company. The New Constitution includes the wording in Resolution 1.

Accordingly, the Directors recommend that Shareholders vote in favour of Resolution 1. The Chairman will cast all available proxies in favour of Resolution 1.

Statements from the Requisitioning Shareholders

Section 249P of the Corporations Act permits the Requisitioning Shareholders to submit a statement for circulation to Shareholders regarding Resolution 1 and any other matter that may be properly considered at the Meeting.

The Requisitioning Shareholders have provided the Company with a statement to be sent to Shareholders. A copy of this statement is annexed as Appendix B.

Resolution 2 - Adoption of New Constitution

Resolution 2 seeks Shareholder approval for the adoption of a New Constitution in accordance with section 136 of the Corporations Act.

The current Constitution was drafted in 1998. Since that time, there have been a number of amendments to the Corporations Act, the Listing Rules and other applicable laws and rules which impact the Company. Accordingly, the Company has conducted a review of the Constitution to bring it into line with current law and best market practice. The changes introduced affect numerous provisions in the Constitution.

A full copy of the New Constitution is provided in Schedule 1.

A copy of the New Constitution will be sent to any Shareholder on request and will also be available for inspection at the office of the Company during normal business hours prior to the Extraordinary General Meeting and available for inspection at the Meeting.

The New Constitution will be effective from the close of the Meeting.

Resolution 2 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairman will cast all available proxies in favour of Resolution 2.

The Directors recommend that Shareholders vote in favour of Resolution 2. Summary of proposed modifications

A summary of the key material differences between the current Constitution and the New Constitution is detailed below. Please note, this summary is not intended to be an exhaustive explanation of all the changes effected by the adoption of the New Constitution.

Material Change	Explanation
References to laws and rules	Many references in the Constitution refer to outdated laws and rules, including Corporations Law (now Corporations Act), SCH business rules (now ASX Settlement Operating Rules). The New Constitution updates these references and the substance of the constitution to accord with current laws and rules.
Conduct of meetings	The New Constitution incorporates a number of changes to assist with the orderly conduct of general meetings of the Company. This includes new articles to: provide greater clarity in respect of the chairperson's powers at general meetings, including adjournments, ensuring the orderly conduct of general meetings and the ability to make a casting or second vote; and allow the Directors to postpone or cancel a general meeting by giving two clear days' notice of the postponement, and to clarify the circumstances in which a general meeting may be adjourned more generally.
Proxy procedures	The New Constitution incorporates a number of new articles which seek to clarify the rights and obligations of proxy holders at general meetings.