CANADIAN PHOSPHATE LIMITED — Proxy Solicitation & Information Statement 2021

Aug 2, 2021

FERTOZ LTD ACN 145 951 622

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

Notice is hereby given that the General Meeting of the Shareholders of Fertoz Ltd ACN 145 951 622 to which this Notice of Meeting relates will be held at: TIME : 11:00 am (AEST) DATE : Friday 3 September 2021 PLACE : 477 Collins street, Melbourne VIC 3000

This Notice of Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 (0)3 8395 5446

CONTENTS	PAGE
Business of the Meeting (setting out the proposed resolutions)	1
Explanatory Memorandum (explaining the proposed resolutions)	4
Schedule 1 - Glossary	10

IMPORTANT INFORMATION

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The persons eligible to vote at the General Meeting are those who are registered Shareholders at 7:00 pm (AEST), 1 September 2021.

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

BUSINESS OF THE MEETING

ORDINARY BUSINESS

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES ISSUED

UNDER ASX LISTING RULE 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and prior issue of 20,000,000 Placement Shares issued by the Company on 15 July 2021 pursuant to Tranche 1 of the Share Placement undertaken

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by the Company and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”

RESOLUTION 2 - APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of up to 13,333,333 fully paid ordinary shares pursuant to Tranche 2 of the Share Placement otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”

RESOLUTION 3 - APPROVAL OF ISSUE OF LEAD MANAGER OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 5,000,000 unlisted Options to JP Equity Partners otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.”

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company and the Corporations Act.

BY ORDER OF THE BOARD

PATRICK AVERY CHAIRMAN DATE: 3/08/21

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VOTING EXCLUSION STATEMENT:

Important instructions for Resolution 1

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

• (a) a person who participated in the issue or is a counterparty to the agreement being approved; or

• (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 1 by:

• (i) a person as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with directions given to the proxy or attorney to vote on Resolution 1 in that way; or

• (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chair of the Meeting to vote on Resolution 1 as the Chair of the Meeting decides; or

• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 1; and

• the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.

Important instructions for Resolutions 2 and 3

The Company will disregard any votes cast in favour of Resolutions 2 and 3 by or on behalf of:

• a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolutions 2 and 3 by:

• (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

IMPORTANT NOTE: Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the resolutions the subject of this Meeting (even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company), subject to compliance with the Corporations Act.

Notes

1. The Company has determined that for the purpose of determining voting entitlements at the General Meeting all shares in the Company that are quoted on the ASX will be taken to be held by the persons who held them as registered shareholders at 7:00 pm (AEST) on 1 September 2021. Accordingly, share transfers registered after this time will be disregarded in determining entitlements to attend and vote at the Meeting.

2. On a poll, a member will have one vote for every fully paid ordinary Share held.

3. On a show of hands every member present has one vote (Subject to note 6 below).

4. A member entitled to attend and vote may attend and vote in person or by proxy, or attorney or (where the member is a body corporate) by representative.

5. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of the member’s votes each proxy is entitled to exercise. If the appointment does not specify the proportion or number of the member’s votes, each proxy may exercise one half of those votes.

6. Where a member appoints two proxies, in one instrument and both are present, on a show of hands only the first named proxy may vote

7. The proxy of a member does not need to be a member of the Company.

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1. Proxy forms must be signed by a member or the members attorney or, if a corporation, executed under seal or in accordance with section 127 of the Corporations Act 2001 (Cth) (if an Australian Company) or signed by an authorised officer of attorney for any overseas companies.

2. If proxy holders vote, they must cast all directed proxies as directed and any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

3. A proxy form accompanies this Notice of Meeting and to be effective must be received by the Company’s corporate registry by 11:00 am (AEST) 1 September 2021 at:

By Mail:

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

Online:

www.investorvote.com.au

Alternatively, you can fax your form to

(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only

(custodians) www.intermediaryonline.com

For all enquiries in relation to completing your proxy call Computershare on: (within Australia) 1300 850 505 or (outside Australia) +61 3 9415 4000

EXPLANATORY MEMORANDUM

THIS EXPLANATORY MEMORANDUM SHOULD BE READ IN ITS ENTIRETY. IF SHAREHOLDERS ARE IN DOUBT AS TO HOW THEY SHOULD VOTE, THEY SHOULD SEEK ADVICE FROM THEIR ACCOUNTANT, SOLICITOR OR OTHER PROFESSIONAL ADVISER PRIOR TO VOTING. This Explanatory Memorandum should be read in conjunction with the Notice of General Meeting to which this Explanatory Memorandum is attached and forms part of. Terms used in this Explanatory Memorandum are defined in Schedule 1 of this Explanatory Memorandum.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER ASX LISTING RULE 7.1

1.1 Introduction

On 8 July 2021, the Company announced that it had successfully completed a share placement of up to 33,333,33 Shares (“Placement Shares”) at an issue price of A$0.15 per Share to raise up to A$5 million (before costs), which would be completed in two tranches as follows:

• (a) First Tranche: the raising of A$3 million from sophisticated and professional investors, via the issuance of 20,000,000 Placement Shares utilizing the Company’s 15% placement capacity under ASX Listing Rule 7.1; and

• (b) Second Tranche: the raising of up to A$2 million sophisticated and professional investors, via the issuance of up to 13,333,333 Placement Shares subject to the Company obtaining any necessary Shareholder approval under the Corporations Act and/or the ASX Listing Rules,

(collectively referred to as the “Placement”).

The First Tranche of the Placement completed on 15 July 2021, which resulted in the issue of 20,000,000 Placement Shares for which Shareholder ratification is being sought under Resolution 1.

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Shareholder approval is being sought for the Second Tranche of the Placement, being the issue of up to 13,333,333 Placement Shares under Resolution 2.

1.2

ASX Listing Rules

Listing Rule 7.1 provides that an entity must not, without Shareholder approval (subject to specific exemptions), issue or agree to issue more equity securities during any 12 month period than the amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period (15% Capacity).

Listing Rule 7.4 allows Shareholders to subsequently approve an allotment of securities that were issued without Shareholder approval under Listing Rule 7.1, resulting in those securities then being retrospectively treated as having been issued with Shareholder approval under Listing Rule 7.1. The effect of this rule is to “refresh” the 15% Capacity under Listing Rule 7.1.

The Company completed the issue of 20,000,000 Tranche 1 Placement Shares utilising its 15% Capacity to issue securities under Listing Rule 7.1. While the approval of Resolution 1 will have no effect on the issue of the Shares, if Shareholders approve Resolution 1, it will give the Company greater flexibility to issue further equity securities without Shareholder approval under Listing Rule 7.1.

1.3 Information required by ASX Listing Rule 7.

For the purposes of Listing Rule 7.5, the Company provides the following information to Shareholders:

• (a) The number of securities issued was 20,000,000 Shares.

• (b) The Shares were issued at a price of A$0.15 each.

• (c) The Placement Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares and will rank equally in all aspect with the then issued Shares of the Company.

• (d) The Placement Shares issued under Tranche 1 of the Placement were issued to professional and other sophisticated investors, who are clients of JP Equity Partners. Substantial holder Two Tops Pty Ltd participated in Tranche 1 of the Placement.

Excluding the shareholder named above none of whom were, and are a related party of the Company, member of the Company’s Key Management Personnel, substantial holder of the Company, adviser to the Company or an Associate of any of these parties.

• (e) Fertoz will use proceeds from the Placement to:

• Accelerate development of Fertoz Carbon – staffing / advisory board (A$1.5m)

• Adding to Australian operation carbon specialists (A$0.3m)

• North America – expand organic phosphate sales team (A$0.25m)

• Increase working capital (A$2.64m)

• Pay the costs of the offer (A$0.31m)

(f) A voting exclusion statement for Resolution 1 is included in the Notice of Meeting accompanying this Explanatory Memorandum.

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1.4 Directors' recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 1.

2. RESOLUTION 2 - APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES 2.1 Introduction

On 8 July 2021, the Company announced that it had successfully completed a share placement of up to 33,333,33 Shares (“Placement Shares”) at an issue price of A$0.15 per Share to raise up to A$5 million (before costs), which would be completed in two tranches as follows:

• (a) First Tranche: the raising of A$3 million from sophisticated and professional investors, via the issuance of 20,000,000 Placement Shares utilizing the Company’s 15% placement capacity under ASX Listing Rule 7.1; and

• (b) Second Tranche: the raising of up to A$2 million sophisticated and professional investors, via the issuance of up to 13,333,333 Placement Shares subject to the Company obtaining any necessary Shareholder approval under the Corporations Act and/or the ASX Listing Rules,

(collectively referred to as the “Placement”).

Shareholder approval is being sought for the Second Tranche of the Placement, being the issue of up to 13,333,333 Placement Shares at an issue price of A$0.15 per Placement Share under Resolution 2.

ASX Listing Rules

Broadly speaking, subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of Equity Securities that the Company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Tranche 2 Placement Shares (which is the subject of Resolution 2) does not fall within any of these exceptions; and unless Resolution 1 is approved, would exceed the Company’s current 15% limit in ASX Listing Rule 7.1.

It therefore requires the approval of Shareholders under ASX Listing Rule 7.1.

Resolution 2 seeks Shareholder approval, under and for the purpose of ASX Listing Rule 7.1 for the issue of the Tranche 2 Placement Shares.

If Resolution 2 is passed, the Company will be able to proceed with the issuance of up to 13,333,333 Tranche 2 Placement Shares to sophisticated and professional investors. Additionally, the issuance of those Placement Shares will be excluded from the calculation of the Company’s 15% limit under ASX Listing Rule 7.1, effectively increasing the number of Equity Securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 2 is not passed (and Resolution 1 is also not passed), the Company may be unable to proceed with the issuance of up to 13,333,333 Tranche 2 Placement Shares. In this instance, the Company would be unable to issue the placement shares and would receive up to A$2 million in funding.

2.2 Information required by ASX Listing Rule 7.1

For the purposes of Listing Rule 7.3, the Company provides the following information to Shareholders:

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• (a) The number of securities to be issued is up to 13,333,333 Placement Shares. (b) The Shares will be issued at a price of A$0.15 each.

• (c) The Placement Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares and will rank equally in all aspect with the then issued Shares of the Company.

• (d) If Shareholder approval is obtained, the issue of the Tranche 2 placement Shares will occur no later than three months after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

• (e) The Placement Shares to be issued under Tranche 2 of the Placement will be issued to professional and other sophisticated investors, who are clients of JP Equity Partners, none of whom are a related party of the Company, member of the Company’s Key Management Personnel, substantial holder of the Company, adviser to the Company or an Associate of any of these parties.

• (f) The Tranche 2 Placement Shares are not being issued under an agreement. (g) The Tranche 2 Placement Shares are not being issued under or to fund a reverse takeover.

• (h) Fertoz will use proceeds from the Placement to:

• Accelerate development of Fertoz Carbon – staffing / advisory board (A$1.5m)

• Adding to Australian operation carbon specialists (A$0.3m)

• North America – expand organic phosphate sales team (A$0.25m)

• Increase working capital (A$2.64m)

• Pay the costs of the offer (A$0.31m)

A voting exclusion statement is contained in Resolution 2.

2.3 Directors' recommendation

The Directors recommend Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 - APPROVAL OF ISSUE OF LEAD MANAGER OPTIONS

3.1 Introduction

Pursuant to the Lead Manager Mandate, the Company engaged JP Equity Partners, to act as lead manager for the Placement.

Under the Lead Manager Mandate, JP Equity Partners is entitled to capital raising fees of 6% of the funds raised by JP Equity Partners pursuant to the Placement as well as 5,000,000 unlisted options in the Company.

Resolution 3 seeks Shareholder approval for the issue of 5,000,000 unlisted options to JP Equity Partners (Lead Manager Options).

3.2 ASX Listing Rules

Broadly speaking, subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of Equity Securities that the Company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Lead Manager Options (which is the subject of Resolution 3) does not fall within any of these exceptions; and unless Resolution 1 is approved, would exceed the Company’s current 15% limit in ASX Listing Rule 7.1.

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It therefore requires the approval of Shareholders under ASX Listing Rule 7.1.

Resolution 3 seeks Shareholder approval, under and for the purpose of ASX Listing Rule 7.1 for the issue of Lead Manager Options.

If Resolution 3 is passed, the Company will be able to proceed with the issuance of Lead Manager Options. Additionally, the issuance of those Lead Manager Options will be excluded from the calculation of the Company’s 15% limit under ASX Listing Rule 7.1, effectively increasing the number of Equity Securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 3 is not passed (and Resolution 1 is also not passed), the Company may be unable to proceed with the issuance of Lead Manager Options. In this instance, the Company would be unable to issue the Manager Options and may be required to re-negotiate with JP Equity Partners such other reasonable fees as may be applicable for their engagement with the Company, which may include the payment of additional cash fees, reducing the Company’s cash reserve.

3.3 Information required by ASX Listing Rule 7.1

For the purposes of Listing Rule 7.3, the Company provides the following information to Shareholders:

• (a) The number of securities to be issued is 5,000,000 Lead Manager Options.

• (b) The Options will be issued for nil consideration as they constitute a fee for services provided by JP Equity Partners

• (c) Each Lead Manager Option will entitle the holder to subscribe for one Share in the Company, the Options will be exercisable at A$0.20 each and will expire on the date that is 36 months from the date of issue and will otherwise be issued on the terms set out in Annexure A.

• (d) If Shareholder approval is obtained, the issue of the Lead Manager Options will occur no later than three months after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

• (e) The Lead Manager Options will be issued to JP Equity Partners, or their nominee.

• (f) The Options are to be issued in accordance with the Lead Manager Mandate entered into between the Lead Manager and the Company on or around 5 July 2021.

• Pursuant to the terms of the Lead Manager Mandate the Company agreed to pay the Lead Manager a fee of 6% of the amount raised by JP Equity under the Placement (exclusive of GST) and, issue 5,000,000 Options with an exercise price of A$0.20.

• The Lead Manager Mandate contains additional provisions, including warranties and indemnities in respect of the Company, which are considered standard for agreements of this nature.

• (g) No funds will be raised from the issue of the Lead Manager Options

A voting exclusion statement is contained in Resolution 3.

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Schedule 1 - Glossary

$ means Australian dollars.

ASX means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires).

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors of the Company.

Chair means the chairperson of the General Meeting.

Closely Related Party has the meaning given to that term in the Corporations Act and, in relation to a member of the Key Management Personnel, includes:

• a spouse or child of that member;

• a child of that member’s spouse;

• a dependant of that member or of that member’s spouse;

• anyone else who is one of that member’s family and may be expected to influence that member, or be influenced by that member, in that member’s dealings with the Company (or its controlled entities);

• a company that member controls; and

• any person prescribed by the Corporations Regulations 2001 (Cth).

Company means Fertoz Ltd ACN 145 951 622.

Corporations Act means the Corporations Act 2001 (Cth) .

Directors means the current directors of the Company.

Explanatory Memorandum means the Explanatory Memorandum accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or indirectly, including any director (whether executive or otherwise) of the Company.

Lead Manager means JP Equity Holdings Pty Ltd.

Notice, Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Memorandum and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Schedule means a schedule to this Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

VWAP means volume weighted average price.

Words importing the singular include the plural and vice versa

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Annexure A – Terms of Issue of Lead Manager Options

• (a) Each Lead Manager Option entitles its holder to subscribe in cash for one Share upon exercise of the Lead Manager Option.

• (b) Subject to paragraph (o), each Lead Manager Option is exercisable at the exercise price of A$0.20 per Option ( Exercise Price ).

• (c) Each Lead Manager Option will expire on the date that is 36 months from the date of issue ( Expiry Date ). Lead Manager Options not exercised during the Exercise Period will automatically lapse on the Expiry Date.

• (d) Additionally, each Lead Manager Option automatically lapses without any claim against the Company on the occurrence of any of the following events:

• (i) upon the bankruptcy, liquidation or winding up of the holder of the Lead Manager Option or the happening of any other event that results in the holder being deprived of the legal or beneficial ownership of the Lead Manager Option; or

• (ii) upon the liquidation or winding up of the Company for any reason other than by the way of members’’ voluntary winding up.

• (e) The Lead Manager Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ) provided that they have not lapsed pursuant to paragraph (d).

• (f) The Lead Manager Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Lead Manager Option Certificate ( Notice of Exercise ) and payment of the Exercise Price for each Lead Manager Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

• (g) A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Lead Manager Option being exercised in cleared funds ( Exercise Date ).

• (h) The Company will:

• (i) in accordance with the timetable set out in Appendix 8A of the ASX Listing Rules, allot and issue the number of Shares required under these terms and conditions in respect of the number of Lead Manager Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the Official List of the ASX at the time, apply for Official Quotation of Shares issued pursuant to the exercise of the Lead Manager Options in accordance with the ASX Listing Rules.

If a notice delivered under paragraph (h)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (i) The Company will not apply for official quotation by ASX of the Lead Manager Options.

• (j) Subject to the Corporations Act, the ASX Listing Rules, and the constitution of the Company (including, any restriction or escrow arrangements imposed by ASX), each Option is freely transferable.

• (k) Shares issued upon the exercise of the Lead Manager Options will rank pari passu with the then issued Shares of the Company.

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• (l) The Company will apply for official quotation by ASX of the Shares issued upon exercise of Lead Manager Options, subject to any restriction obligations imposed by ASX.

• (m) The Lead Manager Options will not give any right to participate in dividends unless and until Shares are issued upon exercise of the relevant Lead Manager Options.

• (n) There are no participation rights or entitlements inherent in the Lead Manager Options and holders of the Lead Manager Options will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Lead Manager Options. The Company will ensure that holders of the Lead Manager Options will be given at least seven business days’ notice to allow for the exercise of Lead Manager Options prior to the record date in relation to any offers of Securities made to Shareholders.

• (o) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the lapsing of the Lead Manager Options, the number of Lead Manager Options or the rights attaching to the Lead Manager Options or both will be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction.

• (p) Subject to paragraph (o), the Lead Manager Options do not confer the right to a change in the Exercise Price or a change in the number of underlying Shares over which the Director can be exercised.

• (q) If there is any inconsistency between any of the preceding terms and conditions and the ASX Listing Rules, then the ASX Listing Rules prevail to the extent of the inconsistency.

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Fertoz Limited ACN 145 951 622

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 11:00 am (AEST) on Wednesday, 1 September 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 opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the 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%.

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 number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 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 Mail:

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

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 under the help tab, "Printable Forms".

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

Samples/000001/000001

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

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

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the 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 General Meeting of Fertoz Limited to be held at 477 Collins street, Melbourne VIC 3000 on Friday, 3 September 2021 at 11:00 am (AEST) and at any adjournment or postponement of that meeting.

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.

Step 2 Items of Business PLEASE NOTE: If you mark the Abstain Resolution 1 Ratification of prior issue of Tranche 1 Placement Shares issued under ASX Listing Rule 7.1 Resolution 2 Approval of issue of Tranche 2 Placement Shares Resolution 3 Approval of issue of Lead Manager Options

For Against Abstain

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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.

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Step 3 Signature of Securityholder(s) This section must be completed.
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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