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AML3D LIMITED AGM Information 2021

Oct 17, 2021

64357_rns_2021-10-17_a4485739-5786-47b3-941b-d473de5b3b35.pdf

AGM Information

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AML3D LIMITED ACN 602 857 983

Notice of Annual General Meeting

Date: 19 November 2021 Time: 10:30 am ACDT Venue: To be held virtually via the Lumi platform at https://web.lumiagm.com and entering Meeting ID 310-778-386

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Dear Shareholder

2021 Annual General Meeting

On behalf of the Board, I am pleased to invite you to attend the 2021 Annual General Meeting (AGM) of AML3D Limited to be held at 10:30 am (ACDT) on Friday 19 November 2021.

Due to uncertainties related to the COVID-19 pandemic and in order to minimise the risk to shareholders and the Company, the AGM will be held entirely online as a virtual meeting. You will be able to join the AGM from your smartphone, tablet or computer (using the latest version of Chrome, Safari, Edge or Firefox) by logging into the Lumi platform at https://web.lumiagm.com and entering Meeting ID 310-778-386.

A poll will be conducted for each of the resolutions. The Directors encourage all shareholders to lodge proxy forms prior to the AGM. Shareholders and proxyholders will also be able to vote at the AGM online.

Shareholders and proxyholders will be able to ask questions during the AGM. Shareholders are also encouraged to direct questions to the Chairman via the Company Secretary by email so that they are received not later than two days prior to the meeting. Please email [email protected] and use the email subject “AGM Chairman Questions”.

For full details on how to log on and vote online, as well as to ask questions during the AGM, please refer to the user guide which can be accessed at www.computershare.com.au/virtualmeetingguide.

The Notice of AGM, including Explanatory Memorandum and Notes, is attached. Also enclosed is a Proxy Form.

Your vote as a shareholder is important. If you are unable to attend the Meeting to vote in person, I encourage you to appoint a proxy to act on your behalf, by following the instructions on the Proxy Form and on page 8 of the Notice of Meeting. To be valid, your Proxy Form must be received by 10:30 am ACDT on 17 November 2021.

Shareholders who have not elected to receive a printed copy of the 2021 Annual Report may obtain a copy from the Company’s website at www.aml3d.com/investors.

We look forward to seeing you at this year’s virtual AGM.

Yours faithfully AML3D LIMITED

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Stephen Gerlach AM Chairman

Notice of 2021 Annual General Meeting

ASX:AL3 AML3D Limited

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Notice of Annual General Meeting

Notice is hereby given that the 2021 Annual General Meeting of shareholders of AML3D Limited (Company) will be held on Friday 19 November 2021 at 10:30 am ACDT via the Lumi platform at https://web.lumiagm.com using Meeting ID310-778-386.

ORDINARY BUSINESS

1. Financial Statements and Reports

To receive and consider the Financial Report for the Company and the reports of the Directors and the Auditor for the year ended 30 June 2021.

2. Director Re-Election: Stephen Gerlach

Voting Exclusion Statement

Voting exclusions apply for Item 3. Details are provided in the Explanatory Memorandum.

The following Explanatory Memorandum and Notes form part of this Notice of Meeting.

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

That Mr Stephen Gerlach be re-elected as a Director.”

By order of the Board

3. Remuneration Report

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

“That the Remuneration Report for the year ended 30 June 2021 be adopted.”

Christine Manuel Company Secretary AML3D Limited

18 October 2021

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

SPECIAL BUSINESS

4. Approval of 10% Placement Capacity

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

“That, for the purpose of ASX Listing Rule 7.1A and all other purposes, approval is given for the Company to issue up to 10% of the Company’s issued share capital (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 on the terms and conditions as detailed in the Explanatory Memorandum.”

Notice of 2021 Annual General Meeting

ASX:AL3 AML3D Limited

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EXPLANTORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of the shareholders of AML3D Limited (Company) in connection with the business to be conducted at the Annual General Meeting (AGM) of shareholders to be held on 19 November 2021.

1. FINANCIAL STATEMENTS AND REPORTS

As required by the Corporations Act 2001 (Cth) (Corporations Act), the Financial Report and the reports of the Directors and the Auditor for the financial year ended 30 June 2021 will be laid before the meeting.

He has also been actively involved in a number of community and professional associations and is currently a Trustee of the Australian Cancer Research Foundation, a Director of The General Sir John Monash Scholarship Foundation, Chairman of the South Australian Cricket Association Nomination Committee and Chairman of The Psychosis Australia Trust.

He was the inaugural Chairman of Foodbank South Australia Inc from 1999 to 2014, and a Director of Foodbank Australia Ltd.

The Board considers that Stephen Gerlach is an independent Director.

Recommendation

No resolution is required for this item, but shareholders will be given a reasonable opportunity to ask questions and make comments about the reports and the business and management of the Company. Shareholders will also be given a reasonable opportunity to ask a representative of the Company’s Auditor, William Buck, questions in relation to the conduct of the audit (including the independence of the Auditor) and the accounting policies adopted by the Company.

The 2021 Annual Report is available on the Company’s website at www.aml3d.com/investors.

2. DIRECTOR RE-ELECTION: STEPHEN GERLACH

Rule 14.2 of the Company’s Constitution requires that at every AGM of the Company, one third of the Directors must retire, and that for the purposes of calculation, the Managing Director is excluded.

Stephen Gerlach, who was elected at the 2020 AGM, will retire and, being eligible, seeks re-election as a Director. Brief biographical details follow.

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Mr Stephen Gerlach AM

LLB, FAICD Independent Non-Executive Chairman appointed 30 August 2019.

Member of the Audit & Risk Committee of the Board 20 April 2020 to 29 September 2021.

Stephen Gerlach is a company director and corporate advisor. He is Chancellor of Flinders University. He is also the Chairman of Adelaide Capital Partners Pty Ltd and Gerlach Asset Development Pty Ltd as well as a Director of Beston Global Foods Ltd and Beston Pacific Asset Management Pty Ltd.

He was formerly the Chairman of Santos Limited, Futuris Corporation Ltd (subsequently known as Elders Ltd), Equatorial Mining Ltd, Elders Australia Ltd, Challenger Listed Investments Limited, Amdel Ltd, Penrice Ltd and Ebony Energy Ltd. He was also a Director of a number of other public companies including Southcorp Ltd, AMP Australia Ltd, Brunner Mond Holdings Ltd (UK) and Elders Rural Bank and a member of other public companies including companies located in the United Kingdom, United States of America and Chile.

Stephen was a partner of the Adelaide legal firm Finlaysons for 23 years and its Managing Partner from 1985 to 1991.

The Board (with Mr Gerlach abstaining) recommends that shareholders vote IN FAVOUR of the election of Mr Gerlach.

3. REMUNERATION REPORT

A resolution for adoption of the Remuneration Report is required to be considered and voted on in accordance with the Corporations Act. The Remuneration Report is set out on pages 12-21 of the 2021 Annual Report which is available on the Company’s website at www.aml3d.com/investors.

The Remuneration Report details the Company’s remuneration framework and the remuneration outcomes in the financial year ended 30 June 2021 for Directors and senior executives.

A reasonable opportunity for discussion of the Remuneration Report will be provided at the AGM.

The shareholder vote on the Remuneration Report is advisory only and does not bind the Directors or the Company, in accordance with section 250R of the Corporations Act. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

Voting Exclusion Statement

In accordance with the Corporations Act, the Company will disregard any votes cast on resolution 3:

  • By or on behalf of a member of the Company’s key management personnel (KMP) named in the Remuneration Report or their closely related parties (such as close family members and any controlled companies), regardless of the capacity in which the vote is cast; or

  • As a proxy by a person who is a member of the KMP at the date of the Annual General Meeting or their closely related parties.

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on item 3:

  • In accordance with a direction as how to vote on the Proxy Form; or

  • By the Chairman of the meeting where the appointment of the Chairman as proxy does not specify the way in which the Chairman is to vote on the Resolution; and pursuant to an express authorisation to exercise the proxy even though item 3 is connected with the remuneration of the Company’s KMP.

Recommendation

The Board recommends that shareholders vote IN FAVOUR of adopting the Remuneration Report.

Notice of 2021 Annual General Meeting

ASX:AL3 AML3D Limited

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SPECIAL BUSINESS

4. APPROVAL OF 10% PLACEMENT CAPACITY

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Under ASX Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its AGM, to increase this 15% limit by an extra 10% to 25%.

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

Resolution 4 seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without shareholder approval.

If resolution 4 is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

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 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

Item 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in attendance, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Eligibility

An eligible entity under ASX Listing Rule 7.1A is one which (at the date of the relevant AGM) has a market capitalisation of $300 million or less and is not included in the S&P / ASX 300 Index. The Company is an eligible entity for the purposes of ASX Listing Rule 7.1A.

The exact number of equity securities that may be issued pursuant to the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 which provides that eligible entities which have obtained shareholder approval at an AGM may, during the period of the approval, issue or agree to issue a number of equity securities calculated as follows:

(A x D) - E

Where:

A is the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement:

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

  • plus the number of fully paid ordinary securities issued in the 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 approved, 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 6 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 7.4,

  • plus the number of any other fully paid ordinary securities issued in the relevant period with approval 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.

D is 10%.

E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under ASX Listing Rule 7.4.

The “relevant period” means:

  • if the entity has been admitted to the official list for 12 months or more, the 12 month period immediately preceding the date of the issue or agreement; or

  • if the entity has been admitted to the official list for less than 12 months, the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement.

Any equity securities issued under the 10% Placement Capacity must be in an existing quoted class of the Company's equity securities. The Company presently has one class of quoted securities, being ordinary fully paid shares (Shares) (ASX Code: AL3).

Notice of 2021 Annual General Meeting

ASX:AL3 AML3D Limited

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Required information

The following information is provided to Shareholders to allow them to assess the resolution in Item 4, including for the purposes of ASX Listing Rule 7.3A.

Minimum price

Any equity securities issued by the Company under Listing Rule 7.1A can only be issued at a price that is no less than 75% of the volume weighted average market price for securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:

  • (a) the date on which the price at which the securities are to be issued is agreed; or

  • (b) the date on which the securities are issued if the securities are not issued within ten trading days of the date on which the issue price is agreed.

Dilution to existing Shareholders

If Resolution 4 is approved by Shareholders and the Company issues securities under the 10% Placement Capacity, the existing economic and voting interests in the Company will be diluted. There is a risk that the market price of the Company's securities may be significantly lower on the issue date than on the date of the AGM and the securities may be issued at a price that is at a discount to the market price on the issue date.

The table below shows a number of hypothetical scenarios for a 10% placement as required by ASX Listing Rule 7.3A.4 where the number of the Company's shares on issue (variable "A" in the formula in ASX Listing Rule 7.1A.2) has remained current or increased by either 50% or 100% and the share price has decreased by 50%, remained current or increased by 100% based on the closing share price on ASX at 4 October 2021.

Additional 10%
Dilution
Variable “A” Dilution - Shares $0.075 $0.150 $0.300
issued & funds
raised 50% decrease in Deemed Price 100% increase in
Deemed Price Deemed Price
150,458,386 Shares issued 15,045,838 15,045,838 15,045,838
Current Variable A Funds raised $1,128,438 $2,256,876 $4,513,752
225,687,579 Shares issued 22,568,758 22,568,758 22,568,758
50% increase in current Funds raised $1,692,657 $3,385,314 $6,770,627
Variable A
300,916,772 Shares issued 30,091,677 30,091,677 30,091,677
100% increase in current Funds raised $2,256,876 $4,513,752 $9,027,503
Variable A

This table has been prepared based on the following assumptions:

  • (c) The price of ordinary securities is deemed for the purposes of the table above to be $0.15, being the closing price of the Company’s listed Shares on 4 October 2021 (Deemed Price). The Deemed Price is indicative only;

  • (d) Variable A is based on the Shares on issue as at 4 October 2021; 51,005,971 of these Shares are currently unquoted and subject to escrow until 20 April 2022.

  • (e) The actual number of Shares that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in Listing Rule 7.1A.2;

  • (f) The Company issues the maximum number of securities available under the additional 10% placement;

  • (g) No unlisted options are exercised into fully paid ordinary shares before the date of the issue of securities under ASX Listing Rule 7.1A. The Company has 9,500,000 unlisted Options on issue at the date of this Notice of Meeting.

  • (h) The table shows only the effect of issues of securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1;

  • (i) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of the placements under ASX Listing Rule 7.1A, based on that Shareholder's holding at the date of the AGM; and

  • (j) Funds raised are before any capital raising costs which may be incurred.

Notice of 2021 Annual General Meeting

ASX:AL3 AML3D Limited

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10% Placement Period

Shareholder approval under ASX Listing Rule 7.1A is valid from the date of the AGM until the earlier of:

  • (a) 12 months after the AGM; or

  • (b) the time and date of the Company’s next AGM; or

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

Purpose of 10% additional placement

The Company may seek to issue securities for cash consideration under the 10% placement to use the funds for working capital, capital expenditure, acquisitions or capital management activities deemed by the Board to be in the best interests of the Company.

Compliance with ASX Listing Rules 7.1A.4

The Company will comply with any disclosure obligations under ASX Listing Rule 7.1A.4.

Allocation policy

The Company's allocation policy is dependent upon the prevailing market conditions at the time of any proposed issue pursuant to the 10% placement. The identity of allottees of equity securities will be determined on a case by case basis having regard to factors including but not limited to the following:

  • (a) the methods of raising funds that are then available to the Company;

  • (b) the effect of the issue of the equity securities on the

  • control of the Company;

  • (c) the financial situation and solvency of the Company; and

  • (d) advice from professional and corporate advisers (if applicable).

Allottees under the 10% placement have not been determined as at the date of this Notice of Meeting and may include existing and/or new Shareholders but cannot include any related parties or associates of a related party of the Company.

Information provided for compliance with ASX Listing Rule 7.3A.6

Shareholders approved the additional 10% placement capacity under ASX Listing Rule 7.1A at the 2020 AGM held on 24 November 2020.

As at the date of this Notice of Meeting, the Company has not issued, or agreed to issue, any equity securities under Listing Rule 7.1A.2 in the 12 months preceding the date of the 2021 AGM.

Recommendation

The Board recommends that Shareholders vote IN FAVOUR of approving the additional 10% placement capacity.

Notice of 2021 Annual General Meeting

ASX:AL3 AML3D Limited

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NOTES RELATING TO VOTING

1. ENTITLEMENT TIME

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to attend and vote at the Annual General Meeting (AGM) will be taken to be the entitlement of that person shown in the Register of Members at 6:30 pm ACDT on 17 November 2021.

2. VOTING EXCLUSIONS

Please refer to the Explanatory Memorandum for voting exclusion statements for item 3.

3. VOTING ENTITLEMENT ON A POLL

On a poll, every shareholder has one vote for every fully paid ordinary share held.

4. APPOINTING A PROXY

All shareholders who are entitled to attend and vote at the meeting have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a shareholder of the Company and can be an individual or a body corporate.

The following information is relevant if you wish to appoint a proxy to vote on your behalf on resolutions at the AGM.

The Chairman of the AGM acting as proxy

You may appoint the Chairman of the AGM as your proxy. In addition, the Chairman of the meeting is deemed to be appointed where a signed proxy form is returned which does not contain the name of the proxy or where the person appointed on the form is absent.

If a shareholder directs the Chairman how to vote on an item of business, the Chairman must vote in accordance with the direction.

For proxies without voting instructions that are exercisable by the Chairman, the Chairman intends to vote all available proxies in favour of all resolutions.

In relation to resolution 3, which is a remuneration-related resolution, if the Chairman of the meeting is appointed as your proxy and you have not directed your proxy how to vote on this resolution, please note that by completing and returning the proxy form accompanying this Notice of Meeting you will be expressly authorising the Chairman of the meeting to exercise your undirected proxy on these resolutions even though they are connected with the remuneration of the Company’s key management personnel.

Directing your proxy how to vote

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form.

If you do not mark a voting instructions box in respect of a resolution, your proxy can vote as he or she decides, subject to any voting exclusions that apply to the proxy.

Appointing two proxies

A shareholder entitled to attend and vote is entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, you must specify the percentage of votes or number of securities for

each proxy otherwise each proxy may exercise half of the votes. To appoint a second proxy, you must follow the instructions on the proxy form. Where more than one proxy is appointed that specify different ways to vote on the resolution, and both attend the meeting, neither proxy is entitled to vote on a show of hands.

Completing the proxy form

A proxy form must be signed by the shareholder or his/her attorney or, in the case of a corporation, be executed in accordance with section 127 of the Corporations Act or signed by an authorised officer or attorney. If the proxy form is signed by an attorney or by the authorised officer of a corporation, the power of attorney or other authority (or a notarially certified copy) must accompany the form unless it has been provided to the Company previously. If the proxy form is sent electronically or by fax, any accompanying power of attorney or other authority must be certified.

Lodgement of proxy forms

Proxy forms must be received by the Company by 10:30 am ACDT on 17 November 2021. You may lodge your proxy form:

  • Online at www.investorvote.com.au

  • By fax to: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

  • By post to: GPO Box 242, Melbourne VIC 3001

For Intermediary Online subscribers only (Custodians) please visit www.intermediaryonline.com to submit your voting intentions.

5. APPOINTING AN ATTORNEY TO VOTE ON YOUR BEHALF

Where a shareholder appoints an attorney to act on his/her behalf at the meeting, such appointment must be made by a duly executed power of attorney. The power of attorney must be received by the Company (at Computershare) by post as set out in section 4 above, by the time referred to in section 4 above.

6. APPOINTING A CORPORATE REPRESENTATIVE

Where a shareholder or proxy is a corporation and appoints an individual as its representative to attend and vote at the meeting, appropriate evidence of the appointment, including any authority under which the appointment is signed, must be provided, unless it has been provided to the Company (at Computershare) previously.

7. TECHNICAL DIFFICULTIES

Technical difficulties may arise during the course of the AGM. The Chairman has discretion as to whether and how the meeting should proceed in the event that technical difficulties arises. In exercising his discretion, the Chairman will have regard to the number of members impacted and the extent to which participation in the business of the AGM is affected.

Where the Chairman considers it appropriate, the Chairman may continue to hold the AGM and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, members are encouraged to lodge a proxy by 10.30 am (ACDT) on 17 November 2021 even if they plan to attend online.

Notice of 2021 Annual General Meeting

ASX:AL3 AML3D Limited

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Need assistance?

Phone:

1300 556 161 (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 10:30am (ACDT) on Wednesday, 17 November 2021.

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 Computershare Investor Services Pty Limited 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.

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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 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 held. Delete titles as applicable.

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

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

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

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I/We being a member/s of AML3D Limited hereby appoint

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

the Chairman 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 AML3D Limited to be held as a virtual meeting on Friday, 19 November 2021 at 10:30am (ACDT) 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 3 (except where I/we have indicated a different voting intention in step 2) even though Item 3 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 3 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. ORDINARY BUSINESS For Against Abstain 2 Director Re-election: Stephen Gerlach 3 Remuneration Report SPECIAL BUSINESS 4 Approval of 10% Placement Capacity 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.

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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
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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

AML3D Limited Annual General Meeting The AML3D Limited Annual General Meeting will be held on Friday, 19 November 2021 at 10:30am (ACDT). You are encouraged to participate in the meeting using the following options: MAKE YOUR VOTE COUNT To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information: Control Number : SRN/HIN: For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com For your proxy appointment to be effective it must be received by 10:30am (ACDT) on Wednesday, 17 November 2021. ATTENDING THE MEETING VIRTUALLY To watch the webcast, ask questions and vote on the day of the meeting, please visit: web.lumiagm.com/310778386

For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide