ABX GROUP LIMITED — AGM Information 2023

Apr 27, 2023

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NOTICE OF THE ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

The Annual General Meeting of

ABx Group Limited ACN 139 494 885

11.00 am (Sydney Time) on Wednesday 31 May 2023

VIRTUAL MEETING

The meeting will be held virtually via the Zoom Video Communications online platform.

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1. LETTER TO SHAREHOLDERS

28 April 2023

Dear Shareholder,

Enclosed with this letter are the Notice of Annual General Meeting ( Notice ) and Explanatory Memorandum detailing the proposed Resolutions for consideration by Shareholders. Shareholders should consider all this material before determining how they will vote at the Annual General Meeting ( AGM ).

The Company has made the decision to hold the AGM as a fully virtual meeting to provide all Shareholders the opportunity to participate in the AGM.

This meeting will take place on 31 May at 11:00 am Sydney Time.

PARTICIPATION AT THE VIRTUAL MEETING

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

The Meeting will be broadcast via the Zoom Video Communications online platform.

• If you wish to watch and attend the virtual AGM, you must register at: https://us02web.zoom.us/meeting/register/tZAlfu - vpzssEtd6a3 jve1ScyQtRWOnR5AO at least 24 hours prior to the meeting. You will then be sent a link to the Meeting webcast.

VOTING OPTIONS

Direct voting online during the Meeting

Due to the virtual nature of the Meeting, Computershare, the Company's Share Registry will be facilitating voting during the Meeting. If you wish to cast your vote during the meeting, you will need to visit:

https://meetnow.global/MFQH4LZ on your computer, tablet or smartphone (using the latest version of Chrome, Safari, Edge and Firefox). Online registration will open 30 minutes before the Meeting.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact the call centre before the Meeting to obtain their login details.

To vote in the Meeting online follow the instructions below.

1. Click on ‘Join Meeting Now’.

2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the Meeting to obtain their login details.

3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop-down list.

4. Accept the Terms and Conditions and ‘Click Continue’.

You can cast votes at the appropriate times while the Meeting is in progress.

For full details on how to log on and vote online, please refer to the user guide www.computershare.com.au/onlinevotingguide.

Voting via proxy

If you are unable to attend the virtual AGM, you are urged to complete the attached Proxy Form and return it, marked attention to the Secretary, so that it is received not later than 11.00 am (Sydney Time) on 29 May 2023:

By facsimile within Australia 1800 783 447 (or from outside Australia +61 3 9473 2555)

By mail to:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Vic 3001

By hand to:

Computershare Investor Services Pty Limited "Yarra Falls" 452 Johnston Street Abbotsford Vic 3067

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Via our online facility:

Please visit www.investorvote.com.au to submit your voting intentions (if any). To use this online facility, you will need your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) and the six-digit Control Number shown on the Proxy Form.

Custodian voting - For Intermediary online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Shareholders are strongly encouraged to lodge a proxy form to vote at the Meeting at least 48 hours before the Meeting.

QUESTIONS

We will provide an opportunity to ask questions at the Meeting however there may be connectivity and other issues during the video conference. Accordingly, we recommend that any Shareholder questions be submitted at the time of registration in advance of the meeting.

Details of the Resolutions in the Notice of General Meeting are contained in the Explanatory Memorandum that accompanies the Notice. The Explanatory Memorandum should be read together with, and forms part of, the Notice.

Yours faithfully

Paul Lennon Chairman

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NOTICE OF THE ANNUAL GENERAL MEETING

ABx Group Limited

ACN 139 494 885

Notice is hereby given that the Annual General Meeting of members of ABx Group Limited (the Company ) will be held on 31 May 2023 at 11.00 am (Sydney Time) by teleconference.

If Shareholders have any questions regarding the meeting or seek further information, please contact the Company Secretary at hkinstlinger@abxgroup.com.au.

Ordinary Business

1. Financial Statements and Reports

To receive the Company’s financial statements and the reports of the Directors and the Auditors thereon for the financial year ended 31 December 2022.

2. Remuneration Report

Resolution 1: Non-binding resolution to adopt the Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding resolution .

“That the Directors’ Remuneration Report for the year ended 31 December 2022 be and is hereby adopted for the purposes of the Corporations Act 2001 (Cth)”.

Note: this Remuneration Report is set out on pages 14 to 16 of the Directors’ Report contained in the 2022 ABX Group Limited Annual Statutory Accounts in accordance with Section 250R(3) of the Corporations Act 2001 ( Cth ).

Voting Exclusion Statement

A voting exclusion applies to this Resolution 1. The Company will disregard any votes cast (in any capacity whether as proxy or as shareholder) by any of the following:

• (a) Key Management Personnel

• (b) Closely Related Parties of Key Management Personnel; and

• (c) As a proxy by a member of Key Management Personnel or a Key Management Personnel’s Closely Related Party

• However, the Company need not regard a vote if it is:

• Cast by a person as proxy appointed in accordance with the directions on the proxy form that specify how the proxy is to vote on Resolution 1; and the vote is not cast on behalf of a person described in subparagraphs (a), (b) and (c) above; or

• Cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report, and the vote is not cast on behalf of a person described in subparagraphs (a), (b) and (c) above.

3. Election of Directors

Resolution 2: Ordinary resolution to elect Mr Paul Lennon as a Director of the Company

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

“That Paul Lennon, retiring in accordance with ASX Listing Rule 14.5 and Article 49.1.3 of the Company’s Constitution, be elected as a Director of the Company”.

Note: the qualifications and experience of Mr Lennon are provided in the 2022 Annual Report tabled at this Annual General Meeting.

Resolution 3: Ordinary resolution to elect Dr Mark Cooksey as a Director of the Company

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

“That Mark Cooksey, retiring in accordance with ASX Listing Rule 14.5 and Article 49.1.1 of the Company’s Constitution, be elected as a Director of the Company”.

Note: the qualifications and experience of Dr Cooksey are provided in the 2022 Annual Report tabled at this Annual General

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Meeting.

4. Additional Placement Capacity

Resolution 4: Special resolution to approve an additional 10% placement capacity

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

“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, approval is given by the shareholders to allow the Company to issue equity securities up to 10% of the issued capital of the Company (at the time of the issue), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the explanatory statement attached hereto.”

Note : this resolution is a special resolution and can only be passed if at least 75% of the votes cast, in person or by proxy, by members who are entitled to vote on the resolution, vote in favour.

Other Business

To transact any other business that in accordance with the Company’s Constitution and the Corporations Act, may be legally brought before an Annual General Meeting.

By Order of the Board of Directors

Henry Kinstlinger Company Secretary

28 April 2023

This Notice of Meeting is accompanied by an Explanatory Statement that explains the purpose of the Meeting and the resolutions to be considered at the Meeting.

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EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide shareholders of ABx Group Limited ( the Company ) with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

If you have any queries regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company or your professional advisor.

1. Financial Statements and Reports

The Corporations Act 2001 (Cth) requires the Financial Report, Directors’ Report and Auditor’s Report for the past financial year to be tabled before the Annual General Meeting, and the Company’s Constitution provides for such reports to be received and considered at that meeting. Neither the Corporations Act 2001 (Cth) nor the Company’s Constitution requires a vote of shareholders at the Annual General Meeting on such Reports. The Annual General Meeting provides a forum for shareholders to ask questions and make comments on the Company’s reports and accounts and on the business and operations of the Company for the year ended 31 December 2022.

In addition, shareholders may, at the meeting, ask questions of the auditor in relation to the following matters:

• the conduct of the audit;

• the content of the auditor’s report;

• the accounting policies adopted by the Company for the preparation of the financial statements; and

• the auditor’s independence in relation to the above items.

Shareholders may view the Company’s Annual Financial Report on the Company’s website: https://www.abxgroup.com.au/site/investor-information/financial-results.

2. Resolution 1: Remuneration Report

Resolution 1 – Adoption of Directors’ Remuneration Report

In accordance with Section 250R(2) of the Corporations Act 2001 (Cth) a resolution that the Remuneration Report be adopted must be put to a vote at the Company’s Annual General Meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in pages 14 to 16 of the Directors’ Report contained in the 2022 ABX Group Limited Annual Statutory Accounts and is also available from the Company’s website https://www.abxgroup.com.au/site/investor-information/financial-results.

The Remuneration Report:

• describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance;

• sets out the remuneration arrangements in place for each director and for certain members of the senior management team; and

• explains the difference between the bases for remunerating non-executive directors and senior executives, including the Chief Executive Officer.

If the Company’s Remuneration Report resolution receives ‘NO’ votes of 25% or more of the votes cast at the meeting, the Company’s subsequent remuneration report will include a report on actions taken by the Board in the Company’s next annual report.

The Board will take the outcome of the vote, even if it received a less than 25% ‘NO’ vote into consideration when reviewing the Company’s remuneration policy. A ‘NO’ vote of 25% or more was not received at the Company’s 2020 Annual General Meeting.

3. Resolutions 2 and 3: Re-Election of Directors

Resolution 2 – Re-Election of Mr Paul Lennon as a Director

General: Mr Paul Lennon retires in accordance with ASX Listing Rule 14.5 which states that an entity which has directors must hold an election of directors at each annual general meeting and Article 49.1.3 of the Company’s Constitution, which provides that one third of the directors automatically retire at the end of each Annual General Meeting of the Company.

Qualifications: Mr Lennon was appointed director on 28 November 2014. Mr Lennon served as the 42nd Premier of Tasmania for 4

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years (2004 -2008) and Treasurer (2004-2006). His experience in the resources sector is considerable. He was the Minister for Infrastructure, Energy and Resources (1998-2002), and later Minister for Economic Development, Energy and Resources (2002-2004) while Mr Lennon was the Deputy Premier of Tasmania from (1998-2004).

Aside from this prominent ministerial experience, Mr Lennon has previously held senior positions working for and representing trade organisations and workers throughout the 1980’s. This experience allowed Mr Lennon to lead negotiations with European, UK, American and Chinese companies in commercial matters of state and national significance.

Independence: If re-elected the Board considers Mr Lennon to be an independent Director.

Board recommendation: The Board has reviewed Mr Lennon’s performance since his appointment to the Board and considers that Mr Lennon’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Lennon and recommends that Shareholders vote in favour of Resolution 2.

Resolution 3 – Re-Election of Dr Mark Cooksey as a Director

General: Clause 49.1.1 of the Company’s Constitution states that the Directors may at any time appoint a person to be a Director and Directors so appointed hold their office until the conclusion of the next Annual General Meeting of the Company whereby they are eligible for election.

Dr Mark Cooksey was appointed on 1 February 2022 as an addition to the existing directors.

In accordance with Clause 49.1.1 Dr Cooksey offers himself for election.

Qualifications: Dr. Mark Cooksey has an impressive history in research, engineering, and commercialisation of new developments in the aluminium and other metallurgical industries since 1997. Mark commenced his professional career as a Research Engineer in aluminium smelting with Comalco (now Rio Tinto Alcan) in 1997 and became senior research engineer in 2000 before achieving six sigma black belt within the group at Gladstone, Queensland in 2002. He joined the CSIRO in 2004 as Senior Research Engineer. He held roles including Senior Principal Research Leader, leading the technical and commercial development of a number of new process technologies in the minerals and metals industries. This included experience in bauxite processing and REE technologies. Mark holds a PhD (Chemicals & Materials Engineering), Bachelor of Engineering (Materials – First Class Honours) and Bachelor of Science (Information Technology and Applied Mathematics). His significant experience in commercialising new technologies and processes will be a solid base for ABx to expand into the next phase of development.

Independence: If re-elected the Board does not consider Dr Cooksey to be an independent Director.

Board recommendation: The Board has reviewed Dr Cooksey’s performance since his appointment to the Board and considers that Dr Cooksey skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Dr Cooksey and recommends that Shareholders vote in favour of Resolution 3.

4. Additional Placement Capacity

Resolution 4 – Special Resolution – Additional 10% Placement Capacity

The Company previously obtained the same approval under ASX Listing Rule 7.1A at the previous AGM and has not issued any Shares using the 10% Placement Facility since the previous AGM. The company currently has no plans to use this additional placement capacity. This special resolution is put to members so that the Company retains a high level of capital raising flexibility to meet significant opportunity.

Listing Rule 7.1A enables “eligible entities” to seek the approval of shareholders to issue Equity Securities of up to 10% of its issued share capital through placement over a 12-month period after the Annual General Meeting. The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1 and will only be issued if Resolution 4 is passed at the Annual General Meeting.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

If Resolution 4 is approved as a special resolution, the Company will be able to issue ‘equity securities’ under Listing Rule 7.1 and 7.1A without further shareholder approval such that the Company’s total annual placement capacity will be up to 25% of its issued capital.

If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in Listing Rule 7.1 and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

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The proposed allottees of any Equity Securities under the 10% Placement Facility are not as yet known or identified. In these circumstances, Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

Description of Listing Rule 7.1A

a) General

• Shareholder Approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. Hence, at least 75% of votes cast by Shareholders present and eligible to vote at the Annual General Meeting must be in favour of Resolution 4 for it to be passed.

• Equity Securities

Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A = The number of fully paid ordinary shares on issue at the commencement of the 12 months immediately preceding the date of issue or agreement to issue:

• plus the number of fully paid ordinary securities issued in the 12 months under an exception to ASX Listing Rule 7.2 other than exception 9, 16 or 17;

• plus the number of fully paid ordinary securities issued in the 12 months period prior to the proposed date of issue ( Relevant Period ) on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where:

  • the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • the issue of, or agreement to issue the convertible securities was approve or taken under these rules to have been approved under ASX Listing Rule 7.1 or 7.4;

• plus the number of fully paid ordinary securities issued in the Relevant Period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where:

  • the agreement was entered into before the commencement of the Relevant Period; or

  • the agreement or issue was approved, or taken under these rules to have been approved under ASX Listing Rule 7.1 or rule 7.4;

• plus the number of partly paid ordinary securities that became fully paid in the relevant period,

• less the number of fully paid ordinary securities cancelled in the Relevant Period

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D = 10%

E = the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the last 12 months immediately preceding the date or issue of the shares where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under ASX Listing Rule 7.4

The following information is provided to shareholders for the purposes of obtaining shareholder approval pursuant to ASX Listing Rule 7.3A:

• (b) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average market price (“VWAP”) of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded and immediately before:

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• the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the securities; or

• if the Equity Securities are not issued within 10 Trading Days of the date in the paragraph above, the date on which the Equity Securities are issued.

(c) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur to the following:

• the date that is 12 months after the date of the annual general meeting at which the approval is obtained;

• the time and date of the Company’s next annual general meeting; or

• the time and date of the approval by shareholders of ordinary securities of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

(d) Risk of Voting Dilution

If Resolution 4 is approved by shareholders and the Company issues equity securities under the 10% Placement Facility, existing shareholders voting power in the Company will be diluted as shown in the table below. There is a risk that:

• the market price for the Company’s equity securities may be significantly lower on the date of the issue of the equity securities than on the date of this approval under rule 7.1A; and

• the equity securities may be issued at a price that is at a discount to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of the equity securities.

As at the date of this Notice, the Company would have capacity to issue:

• 33,538,622 (223,590,814 x 15%) ordinary shares; or

• 22,359,081 ( 223,590,814 x 10%) ordinary shares on the basis that Resolution 4 is approved pursuant to ASX Listing Rule 7.1A,

The table below shows examples of possible dilution of existing shareholders, on the basis of the market price of $0.10 per share on 13 April 2023 and the current number of fully paid ordinary shares on issue of 223,590,814 as at the date of this Notice pursuant to the definition of variable “A” under ASX Listing Rule 7.1A;

Variable A as per ASX Listing Rule 7.1A2		Dilution	Dilution	Dilution
		$0.05 50% decrease in issue price	$0.10 issue price	$0.20 100% increase in issue price
Current Variable A 223,590,814 shares	10% Voting Dilution	22,359,081 shares	22,359,081 shares	22,359,081 shares
	Funds Raised	$ 1,117,954	$ 2,235,908	$ 4,471,816
50% Increase in Current Variable A 335,386,221 shares	10% Voting Dilution	33,538,622 shares	33,538,622 shares	33,538,622 shares
	Funds Raised	$ 1,676,931	$ 3,353,862	$ 6,707,724
100% Increase in	10% Voting Dilution	44,718,163 shares	44,718,163 shares	44,718,163 shares
Current Variable A 447,181,628 shares	Funds Raised	$ 2,235,908	$ 4,471,816	$ 8,943,632

This table has been prepared on the following assumptions:

• All shares have been issued.

• the Company issues the maximum number of equity securities available under the 10% Placement Facility.

• the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of

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issue.

• the table shows only the effect of issues of equity securities under ASX Listing Rule 7.1A, not under the 15% Placement Capacity under ASX Listing Rule 7.1.

• (e) Expiry of approval

The Company will only issue and allow the Equity Securities during the 10% Placement Period detailed in paragraph (c).

• (f) Purpose of new issues

The Company may seek to issue the equity securities for cash consideration. As disclosed in recent ASX announcements and reports, the Company is actively pursuing further growth opportunities. Any funds raised using this additional 10% capacity may be used to grow the business and/or additional working capital to fund growth opportunities.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A (4) and 3.10.3 upon issue of any equity securities. In the event Resolution 4 is approved, when the Company issues Equity Securities pursuant to the 10% Placement Facility, it will:

• state in its announcement of the proposed issue under rule 3.10.3 or in its application for quotation of the securities under rule 2.7 that the securities are being issued under rule 7.1A; and

• give to ASX immediately after the issue a list of names of the persons to whom the entity issued the equity securities and the number of equity securities issued to each. This list is not for release to the market.

(g) Allocation Policy

Allocations will be made by the Company dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. Allocations will be made considering, amongst other factors, the following:

• The time frame over which the Company will make placements under the approval;

• any specific intentions in relation to parties that it may approach to participate in a placement of equity securities;

• whether the Company will offer securities to existing security holders or any class or group of existing holders; and

• whether the securities will be offered exclusively to new investors who have not previously been security holders in the Company.

The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to the factors including, but not limited to, the following:

• the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• the effect of the issue of the equity securities on the control of the Company;

• the financial situation and solvency of the Company; and

• advice from corporate, financial and broker advisers (if applicable).

The allottees under this facility have not been determined as at the date of this notice but may include new or existing shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

(h) Detail of new issues under Listing Rule 7.1A for previous year

• There was no issue of securities in the previous year.

• The Company has not agreed to issue any further shares under LR 7.1A.2.

(i) Voting Exclusion Statement

A voting exclusion statement is included in the Notice for the purpose of Resolution 4.

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8. Voting Information:

Voting Entitlement at the Annual General Meeting in accordance with Regulation 7.11.37 of the Corporations Regulations 2001.

In accordance with section 1074E(2)(g) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth), persons holding shares at 7:00 pm (Sydney time) on 29 May 2023 will be treated as Shareholders. This means that if you are not the registered holder of a relevant Share at that time you will not be entitled to attend and vote in respect of that Share at the meeting.

Electronic Voting: The Company has made the decision to hold the Meeting as a fully virtual meeting.

All Shareholders will have the opportunity to vote at 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 vote at the Meeting online you will need to:

• a) Visit https://meetnow.global/MFQH4LZ on your computer, tablet or smartphone (using the latest version of Chrome, Safari, Edge and Firefox); and

• b) use your Shareholder Registration Number “SRN” or Holder Identification Number “HIN”, which can be found on the Proxy Form.

For assistance with the voting platform, 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.

Details of how to vote ‘virtually’ are also provided in the accompanying Online Meeting Guide which can also be downloaded at www.computershare.com.au/onlinevotingguide. Shareholders are encouraged to review this guide before the Meeting.

As noted above, Shareholders will require the meeting ID – which is https://meetnow.global/MFQH4LZ as well as their Shareholder Registration Number “SRN” or Holder Identification Number “HIN”, 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 username and password to enable the proxy holder to vote. The proxy holder username 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.

Voting by proxy : To vote by proxy, please complete and sign the enclosed Proxy Form and return it in accordance with the instructions set out in the Voting form so it is received no later than 11:00 am (Sydney time) on 29 May 2023.

Pursuant to section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, then in pursuant to section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

If a Proxy Form is signed by an attorney, the original or a certified copy of the power of attorney or other authority under which the Proxy Form is signed must be provided to the Company's share registry in the manner specified in the Proxy Form by no later 11:00 am (Sydney time) on 29 May 2023.

Voting by corporate representative : A Shareholder or proxy which is a corporation and entitled to attend and vote at the Meeting may appoint an individual to act as its corporate representative to vote at the Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should provide evidence of his or her appointment to the Company's share registry by the time and in the manner specified in the Proxy Form.

Voting by attorney : Pursuant to Article 34 of the Company's Constitution a Shareholder entitled to attend and vote at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf. An attorney does not need to be a Shareholder. The power of attorney appointing the attorney must be signed and specify the name of each of the Shareholder, the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one. To be effective, the power of attorney (or certified copy) must also be returned in the same manner and time as specified for Proxy Form.

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ABX

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