BABYLON PUMP & POWER LIMITED — Proxy Solicitation & Information Statement 2020

Jul 30, 2020

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31 July 2020

Dear Shareholders

Babylon Pump & Power Limited (Company) wishes to announce that the attached letter regarding the Company’s meeting materials has been sent to shareholders who have not elected to receive notices by email.

This announcement has been authorised for release by the Board of the Company.

Michael Shelby Company Secretary Babylon Pump & Power Limited

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30 July 2020

Dear Shareholder

Babylon Pump & Power Limited – Notice of General Meeting

Babylon Pump & Power Limited (ASX:BPP) (Company) advises that it will hold a general meeting of its Shareholders on Tuesday 1 September 2020 at 8.30 am (WST) at the offices of Canaccord Genuity (Australia) Ltd, Level 23, The Exchange Tower, 2 The Esplanade, Perth WA 6000 (Meeting).

In accordance with temporary modifications to the Corporations Act under the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020, the Company is not sending hard copies of the Notice of Meeting to Shareholders. Instead, the Notice of Meeting can be viewed and downloaded from the website link: www.babylonpumpandpower.com/s/Notice-of-meeting270720.pdf

As you have not elected to receive notices by email, a copy of the proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company by:

Hand delivery: Post: Facsimile: Email: 74 Harrison Road PO Box 31 +61 7 4952 6512 admin@babylonpumpandpower.com Forrestfield WA 6309 Como WA 6952

Your proxy voting instruction must be received by 8.30am (WST) on Sunday 30 August 2020, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your accountant, solicitor or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting, please contact the undersigned on +61 8 9454 6309.

With regards to the COVID 19 pandemic, the Company will adhere to all social distancing measures prescribed by the government authorities at the Meeting, and Shareholders attending the Meeting will need to ensure they comply with the protocols.

The Directors of the Company appreciate the understanding of Shareholders under the current circumstances.

Your sincerely

Michael Shelby Executive Chairman Babylon Pump & Power Limited

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BABYLON PUMP & POWER LIMITED

ACN 009 436 908

P R O X Y F O R M

The Company Secretary Babylon Pump & Power Limited

By hand delivery:	By email:	By post:	By Facsimile
74 Harrison Road	admin@babylonpumpandpower.com	PO Box 31	+61 7 4952 6512
Forrestfield WA 6309		Como WA 6952

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We[1] ______________ of _________________

being a Shareholder/Shareholders of the Company and entitled to ____________ votes in the Company, hereby appoint:

The Chair of the		ORif you areNOTappointing the Chair of the Meeting
Meeting (mark box)		as your proxy, please write the name and address of the
		person or body corporate (excluding the registered
		shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally on my/our behalf at the Meeting to be held at the offices of Canaccord Genuity (Australia) Ltd, Level 23, The Exchange Tower, 2 The Esplanade, Perth WA 6000 on Tuesday 1 September 2020 at 8.30am (WST), and at any adjournment or postponement of the Meeting, and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit, except for as set out below).

The Chair of the Meeting intends to vote undirected proxies in favour of each Resolution.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

Please read the voting instructions overleaf before marking any boxes with an  .

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as follows: *

For Against Abstain* Resolution 1 - Approval to issue Convertible Loans Resolution 2 – Amendment to Constitution

• If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

The Chair of the Meeting intends to vote undirected proxies in favour of each Resolution.

Authorised signature/s

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
________	___	_______
Contact Name	Contact Daytime Telephone	Date

1 Insert name and address of Shareholder

Proxy Notes:

A Shareholder entitled to attend and vote at the General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting. If the Shareholder is entitled to cast 2 or more votes at the General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that General Meeting, the representative of the body corporate to attend the General Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders should sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the General Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form 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 deposited at or received by facsimile transmission at the address below no later than 48 hours prior to the time of commencement of the General Meeting (WST).

Hand deliveries : 74 Harrison Road, Forrestfield WA 6309 Postal address: PO Box 31 Como WA 6952 Email: admin@babylonpumpandpower.com Facsimile: +61 7 4952 6512