1414 DEGREES LIMITED — AGM Information 2019

Oct 3, 2019

1414 DEGREES LIMITED

==> picture [587 x 128] intentionally omitted <==

NOTICE OF 2019 ANNUAL GENERAL MEETING

ACN 138 803 620

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of 1414 Degrees Limited will be held at BDO, Level 7, 420 King William Street, Adelaide, South Australia, on Thursday 7 November 2019 commencing at 10.00 am (Adelaide time).

NOTICE OF ANNUAL GENERAL MEETING

Ordinary Business

Financial Report

To receive and consider the Company’s Financial Statements and Independent Audit Report for the year ended 30 June 2019.

The 2019 Annual Report is available to view online at the Company's website http://www.1414degrees.com.au, and has been despatched to those Shareholders who have elected to receive a hard copy of the report.

Resolution 1 — Adoption of the Remuneration Report for the year ended 30 June 2019

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

That, for the purpose of Section 250R(2) of the Corporations Act, the Company adopt the Remuneration Report for the period ended 30 June 2019 as set out in the Directors’ Report in the 2019 Annual Report.

Voting Exclusion Statement

The Company will disregard any votes cast (in any capacity) on Resolution 1 by any Key Management Personnel, the details of whose remuneration are included in the Remuneration Report, and any Closely Related Party of such Key Management Personnel.

However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described above and either:

• the person does so as proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; or

• the Chairman of the meeting is appointed as proxy and the proxy form expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Company need not disregard a vote if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the stated voting intentions of the Chairman of the Meeting.

Resolution 2 – Election of Mr Ian Little as a Director

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

That Mr Ian Little, having been appointed a director of the Company on 27 September 2019, will retire at the close of the Meeting in accordance with clause 3.3 of the Company’s Constitution and being eligible, be elected as a Director of the Company.

Resolution 3 – Election of Ms Penelope Bettison as a Director

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

That Ms Penelope Bettison, having been appointed a director of the Company on 27 September 2019, will retire at the close of the Meeting in accordance with clause 3.3 of the Company’s Constitution and being eligible, be elected as a Director of the Company.

By Order of the Board

==> picture [102 x 44] intentionally omitted <==

Richard Willson Company Secretary Dated this 4[th] Day of October 2019

Page | 1

Voting Entitlements

The Company has determined that for the purposes of ascertaining entitlements to attend and vote at the Annual General Meeting, all shares in the Company will be taken to be held by those persons who held them as registered holders at 6:30pm (Adelaide time) on Tuesday, 5 November 2019.

Proxies

A Shareholder entitled to attend and vote at the meeting 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. In order to be valid, the Proxy form must be received by the Company at the address or facsimile number specified below, along with any power of attorney or certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than 48 hours before the Meeting (i.e., by no later than 10.00am (Adelaide time) on Tuesday, 5 November 2019.

By mail: 1414 Degrees Limited c/- Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001 Online: at www.investorvote.com.au. To use this facility, you will need your holder number (SRN or HIN), postcode and the control number shown on your proxy form. By facsimile: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia);

or for Intermediary Online subscribers only (custodians), cast the shareholder’s vote online by visiting www.intermediaryonline.com

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

Corporate Representative

A corporation that is a Shareholder or a proxy may elect to appoint a person to act as its corporate representative at the meeting, in which case the corporate Shareholder or proxy (as applicable) must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Shareholder’s or proxy’s (as applicable) corporate representative. The authority must be sent to the Company and/or the Company’s Share Registry (detailed above) in advance of the meeting or handed in at the meeting when registering as a corporate representative.

Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice.

Page | 2

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to assist Shareholders in consideration of resolutions proposed for the Annual General Meeting of the Company to be held at BDO, Level 7, 420 King William Street, Adelaide, South Australia on Thursday 7 November 2019 commencing at 10:00 am (Adelaide time).

It should be read in conjunction with the accompanying Notice of Annual General Meeting.

ORDINARY BUSINESS

Resolution 1 — Remuneration Report for the year ended 30 June 2019

In accordance with Section 250R(2) of the Corporations Act, Shareholders are required to vote on the Company’s Remuneration Report for the year ended 30 June 2019.

The Remuneration Report is contained in the Directors’ Report in the 2019 Annual Report, which will be available to view online at the Company’s website http://www.1414degrees.com.au and despatched to those Shareholders who have elected to receive a hard copy of the report.

The Remuneration Report describes the underlying policies and structure of the remuneration arrangements of the Company and sets out the remuneration arrangements in place for Directors and senior executives for the year ended 30 June 2019.

The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote at the annual general meeting of the Company. Shareholders should note that the vote on Resolution 1 is not binding on the Company or the Directors.

If 25% or more of the votes cast on a resolution to adopt the Remuneration Report are against the adoption of the Remuneration Report for two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (“Spill Resolution”) that another meeting be held within 90 days, at which all of the Company’s Directors must go up for re-election.

The Directors recommend Shareholders vote in favour of Resolution 1. The Chairman intends to vote undirected proxies in FAVOUR of Resolution 1.

Important information for Shareholders:

Please note, in accordance with sections 250R(4) and (5) of the Corporations Act, the Chairman will not vote any undirected proxies in relation to Resolution 1 unless the Shareholder expressly authorises the Chairman to vote in accordance with the Chairman’s stated voting intentions. Please note that if the Chairman of the Meeting is your proxy (or becomes your proxy by default), by completing the attached proxy form, you will expressly authorise the Chairman to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of Key Management Personnel for the Company, which includes the Chairman. You should be aware that the Chairman of the Meeting intends to vote undirected proxies in favour of the adoption of the Remuneration Report.

Alternatively, if you appoint the Chairman as your proxy, you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box on the proxy form.

As a further alternative, Shareholders can nominate as their proxy for the purposes of Resolution 1, a proxy who is not a member of the Company’s Key Management Personnel or any of their Closely Related Parties. That person would be permitted to vote undirected proxies (subject to the ASX Listing Rules).

Page | 3

Resolution 2 — Election of Mr Ian Little as a Director

In accordance with clause 3.3 of the Company’s Constitution, a Director appointed at any time except during a general meeting automatically retires at the next annual general meeting and is eligible for re-election by that annual general meeting.

Mr Little was appointed as a Director of the Company on 27 September 2019.

Mr Little was until recently the Chief Executive Officer of the Petrosys Group, a global software company providing services to the oil and gas industry. He started work with Arthur Young & Co as a Chartered Accountant in New Zealand in the late 1970’s. He then moved to the oil industry, initially in Indonesia, and eventually with Shell, where he worked for over a decade in Australia, London and in the Pacific Region. He became involved with the natural gas sector when he was invited by Victoria’s Treasurer, Alan Stockdale in 1993 to initiate gas industry reform, including the privatisation of the State-owned Gas & Fuel Corporation. Ian was formerly the CFO for GPU GasNet in Victoria, before joining Envestra as Chief Financial Officer in 2000, and becoming Managing Director in 2003. Envestra Ltd grew to become an ASX200 company and was eventually sold in a contested takeover in 2014 for $2.5 billion.

The Directors (excluding Mr Little) unanimously recommend that Shareholders vote in favour of Resolution 2. The Chairman intends to vote undirected proxies in favour of Resolution 2.

Resolution 3 — Election of Ms Penelope Bettison as a Director

In accordance with clause 3.3 of the Company’s Constitution, a Director appointed at any time except during a general meeting automatically retires at the next annual general meeting and is eligible for re-election by that annual general meeting.

Ms Bettison was appointed as a Director of the Company on 27 September 2019.

Ms Bettison has 20 years’ experience in marketing and business management and is the Company’s Head of Corporate Services. She founded and was a Director and Brand Strategist at Pitstop Marketing, investing in an early seed round and consulting to 1414 Degrees to prepare it for its initial public offering. She sold her interest in Pitstop Marketing to accept an executive role with the Company in 2017, guiding the corporate development and people and culture. Her experience spans a wide range of industries including financial services, engineering, education, government, business events and tourism. Penelope has a Bachelor of Business, is a Graduate of the Australian Institute of Company Directors, a Fellow of the Australian Marketing Institute and is an accredited Certified Practising Marketer.

The Directors (excluding Ms Bettison) unanimously recommend that Shareholders vote in favour of Resolution 3. The Chairman intends to vote undirected proxies in favour of Resolution 3.

GLOSSARY

In this Explanatory Memorandum, the following terms have the following unless the context otherwise requires:

• " ASX " means ASX Limited ACN 008 624 691 or the securities exchange operated by ASX Limited (as the context requires).

" ASX Listing Rules " means the ASX Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

" Board " means the Board of Directors from time to time.

" Company " means 1414 Degrees Limited (ACN 138 803 620).

" Constitution " means the constitution of the Company from time to time.

" Corporations Act " means the Corporations Act 2001 (Cth).

" Directors " means the Directors of the Company from time to time and " Director " means any one of them.

" Explanatory Memorandum " means this explanatory memorandum.

• " Shareholder " means a holder of Shares in the Company.

Page | 4

==> picture [87 x 32] intentionally omitted <==

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (Adelaide

must be received by time) Tuesday 5 November 2019. Proxy Form How to Vote on Items of Business Lodge your Proxy Form: All your securities will be voted in accordance with your directions. Online: APPOINTMENT OF PROXY Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes Lodge your vote online at opposite each item of business. If you do not mark a box your proxy may vote or abstain as www.investorvote.com.au using your they choose (to the extent permitted by law). If you mark more than one box on an item your secure access information or use your vote will be invalid on that item. mobile device to scan the personalised QR code. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the Your secure access information is percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. Control Number: SRN/HIN: Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or For Intermediary Online number of securities for each in Step 1 overleaf. subscribers (custodians) go to www.intermediaryonline.com A proxy need not be a securityholder of the Company. SIGNING INSTRUCTIONS FOR POSTAL FORMS By Mail: Individual: Where the holding is in one name, the securityholder must sign. Joint Holding: Where the holding is in more than one name, all of the securityholders should sign. GPO Box 242 Melbourne VIC 3001 Power of Attorney: If you have not already lodged the Power of Attorney with the registry, Australia please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also By Fax: sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office 1800 783 447 within Australia or held. Delete titles as applicable.

time) Tuesday 5 November 2019.

XX Lodge your Proxy Form:

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes Lodge your vote online at opposite each item of business. If you do not mark a box your proxy may vote or abstain as www.investorvote.com.au using your they choose (to the extent permitted by law). If you mark more than one box on an item your secure access information or use your vote will be invalid on that item. mobile device to scan the personalised

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of 1414 Degrees Limited hereby appoint

the Chairman PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s). or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of 1414 Degrees Limited to be held at BDO, Level 7, 420 King William Street, Adelaide, South Australia on Thursday, 7 November 2019 at 10:00am (Adelaide time) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I/we have indicated a different voting intention in step 2) even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 1 by marking the appropriate box in step 2. Step 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain Ordinary Business 1 Adoption of the Remuneration Report for the year ended 30 June 2019 2 Election of Mr Ian Little as a Director 3 Election of Ms Penelope Bettison as a Director The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. Step 3 Signature of Securityholder(s) This section must be completed.

For Against Abstain

==> picture [514 x 69] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

1 4 D

0 7 1 1 1 9 A