Onterran : AR16_NOM

ONTERRAN LIMITED (Formally known as Nomad Building Solutions Limited) ACN 117 371 418

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT ANNUAL GENERAL MEETING TO BE HELD AT

The Christie Corporate Centre Oxley Room

Level 1/320 Adelaide Street Brisbane QLD 4000

on Tuesday, 29 November 2016

commencing at 11.00am (AEST)

IMPORTANT DATES

SNAPSHOT DATE FOR ELIGIBILITY TO VOTE

11.00am AEST, Friday 25 November 2016

LAST DAY FOR RECEIPT OF PROXY FORMS

11.00am AEST, Sunday 27 November 2016

ANNUAL GENERAL MEETING

11.00am AEST, Tuesday 29 November 2016

The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety.

If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Onterran Limited ACN 117 371 418 (Company) will be held at The Christie Corporate Centre, Oxley Room, Level 1/320 Adelaide Street, Brisbane, Queensland 4000, on Tuesday, 29 November 2016, commencing at 11.00am AEST.

AGENDA

FINANCIAL STATEMENTS AND REPORT

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016

together with the directors' report and the auditor's report.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or

without amendment, the following resolution as an ordinary resolution:

That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report contained in the Company's annual financial report for the year ended 2016 be adopted by the Company.

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

VOTING EXCLUSION

The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel whose remuneration is detailed in the Remuneration Report and a closely related party (which includes spouse, child, dependent, other family members and any controlled company)

of such a member, however, the Company need not disregard a vote on Resolution 1 if it is cast by the person as a proxy for a person who is entitled to vote, in accordance with a direction of how to vote on the Proxy Form, or the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with an express authorisation on the Proxy Form.

RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MS HEATHER GARDNER

To consider and, if thought fit, to pass, with or

without amendment, the following resolution as an ordinary resolution:

That for the purposes of rule 5.1 of the Constitution and for all other purposes, Ms Heather Gardner, being a Director of the Company who retires by rotation, and being eligible offers herself for re-election, be re- elected as a Director of the Company.

VOTING EXCLUSION

The Company will disregard any votes cast on Resolution 2 by Heather Gardner and any of her associates. However, the Company need not disregard a vote on Resolution 2 if it is cast by the person as a proxy for a person who is entitled to vote, in accordance with a direction of how to vote on the Proxy Form, or

the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with an express authorisation on the Proxy Form.

RESOLUTION 3 - APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

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

That for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and

on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.

VOTING EXCLUSION

The Company will disregard any votes cast on Resolution 3 by any person who may participate in the Issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard

a vote on Resolution 3 if it is cast by the person as a proxy for a person who is entitled to vote, in accordance with a direction of how to vote on the Proxy Form, or

the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with an express authorisation on the Proxy Form.

GENERAL BUSINESS

To transact any business that may be properly brought before the meeting.

For further information, please refer to the Explanatory Memorandum which forms part of this Notice of Meeting.

By order of the Board

Mr Oliver Schweizer

Company Secretary 28 October 2016

PROXY APPOINTMENT AND VOTING INSTRUCTIONS PROXY FORM

The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged no later than 11.00am AEST on 27 November 2016. Proxy Forms must be lodged with Link Market Services Limited:

By hand: 1A Homebush Bay Drive,

Rhodes NSW 2138; or

Level 12, 680 George Street,

Sydney, NSW, 2000

By mail: Locked Bag A14,

Sydney South, NSW, 1235, Australia

By fax: [phone]

Online: www.linkmarketservices.com.au

Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF A PROXY

Shareholders are advised that:

• Each Shareholder that is entitled to attend and vote at the Meeting is entitled to appoint a proxy.

• The proxy need not be a shareholder of the Company.

• A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

  Please write the name of the person you wish to appoint as your proxy in the Proxy Form. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman will be your proxy.

  If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Link Market Services Limited on [phone] or you may photocopy the Proxy Form.

  To appoint a second proxy you must state on each Proxy Form (in the appropriate box) the percentage of your voting rights which are the subject of the

  relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

  CORPORATE SHAREHOLDERS

  Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise

  with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• two directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary - that director.

CORPORATE REPRESENTATIVES

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the

Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company's share registry, Link Market Services Limited, before the Meeting or at the registration desk on the day of the Meeting.

VOTES ON RESOLUTIONS

You may direct your proxy how to vote by marking For, Against or Abstain for each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolutions by inserting

the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the Resolutions, your proxy may vote as he or she chooses. If you mark more than one box on a

Resolution your vote on will be invalid on that Resolution.