CAPRAL LIMITED — Proxy Solicitation & Information Statement 2020

Oct 1, 2020

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2 October 2020

Capral EGM

Capral Limited (ABN 78 004 213 692) ( Capral or Company ) confirms that it will be holding a General Meeting ( EGM ) at 10.00am (Sydney time) on Tuesday, 3 November 2020 .

The EGM will be webcast live at: https://web.lumiagm.com/?fromUrl=360886823

There will be two items of business at the EGM:

1. A resolution seeking approval of a 30:1 Share Consolidation; and 2. A resolution seeking approval to modify Capral’s Constitution.

The Notice of Meeting setting out the business of the EGM, and instructions on how to participate in the EGM and vote on the items of business, is attached and is available on Capral’s website at: https://www.capral.com.au/about-capral/for-investors/

The Notice of Meeting will be dispatched by email today to those shareholders who have elected to receive electronic communications. Shareholders who have not made such an election will receive a letter from the Company, in the form attached, advising of the online location where the Notice of Meeting can be viewed.

Capral continues to be focused on ensuring the health and safety of its shareholders and team members while maximising the opportunity for shareholders to participate in the EGM. As social distancing and enhanced hygiene rules continue to apply as a result of the COVID-19 pandemic, you will not be able to attend the EGM in person and are encouraged to please utilise the online facilities we have arranged.

As shareholders will not be able to vote online during the EGM, we encourage all shareholders to please complete and return their Proxy Form ahead of the EGM in one of the ways specified in the Notice of Meeting or the Proxy Form.

Yours sincerely

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Capral Limited ABN 78 004 213 692 ASX: CAA

Level 4, 60 Phillip St Parramatta NSW 2150 PO Box 209, Parramatta CBD BC NSW 2124

T 02 8222 0112 F 02 8222 0130

Tertius Campbell Company Secretary

Approved and authorised for release by Capral’s Managing Director.

For further information please contact:

Investors

Corporate

Adrian Mulcahy, Market Eye P: +61 3 9591 8902 E: adrian.mulcahy@marketeye.com.au

Lyn McGee, Capral P: + 61 2 8222 0112 E: lyn.mcgee@capral.com.au

www.capral.com.au

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NOTICE OF GENERAL MEETING OF SHAREHOLDERS

Notice is given that a General Meeting ( EGM ) of shareholders of Capral Limited (ABN 78 004 213 692) ( Capral or Company ) will be held at the Capral Corporate Office, Level 4, 60 Phillip Street, Parramatta, New South Wales 2150 on Tuesday, 3 November 2020 at 10:00am .

The EGM will be webcast live at: https://web.lumiagm.com/?fromUrl=360886823

BUSINESS

RESOLUTIONS

RESOLUTION 1. APPROVAL OF 30:1 SHARE CONSOLIDATION

TO CONSIDER AND, IF THOUGHT FIT, PASS THE FOLLOWING AS AN ORDINARY RESOLUTION:

“That, for the purposes of section 254H(1) of the Corporations Act 2001 (Cth) and for all other purposes, the ordinary shares of Capral Limited be consolidated through the conversion of every thirty (30) ordinary shares in Capral Limited held by a shareholder into one (1) ordinary share with any resulting fractions of an ordinary share rounded up to the next whole number of ordinary shares with a corresponding consolidation of all other securities on issue, with the consolidation to take effect in accordance with the timetable and otherwise on the terms and conditions as set out in the Explanatory Memorandum.”

RESOLUTION 2. APPROVAL TO MODIFY CONSTITUTION

TO CONSIDER AND, IF THOUGHT FIT, PASS THE FOLLOWING AS A SPECIAL RESOLUTION:

“That, for the purposes of section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the Company to amend its existing Constitution in the manner outlined in the Explanatory Memorandum, with effect from the close of the Meeting.”

By order of the Board Tertius Campbell Chief Financial Officer and Company Secretary

Sydney, 2 October 2020

ATTENDANCE & VOTING AT THE MEETING

In accordance with Corporations Regulation 7.11.37, the Board has determined that Capral shares are taken, for the purposes of determining the right of shareholders to attend and vote at the EGM, to be held by persons who held them at 7:00 pm (Sydney time) on Monday, 19 October 2020 . If you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

You may vote by attending the EGM in person or by proxy (see below).

Resolution 1 is an ordinary resolution. Ordinary resolutions require the support of more than 50% of the votes cast by those shareholders voting in person, by proxy, by representative or by attorney. Resolution 2 is a special resolution. For a special resolution to be passed, at least 75% of the votes cast by shareholders present and entitled to vote on the resolution must be in favour of the resolution.

It is intended that voting on each of the proposed resolutions at the EGM will be conducted by a poll, rather than on a show of hands.

Upon a poll, every person who is present in person or by proxy, or by representative or by attorney, will have one vote for each share held by that person.

PROXIES

A shareholder who is entitled to attend and vote at the EGM may appoint a person, who need not be a shareholder of Capral, as the shareholder’s proxy to attend and vote on behalf of the shareholder.

If you are entitled to cast two or more votes, you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes. If you require a second proxy form, please contact Capral’s share registry Computershare Investor Services Pty Limited on 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia) .

A proxy form accompanies this Notice. Should you wish to appoint a proxy, please complete the proxy form and return it (and any supporting documents attached) by no later than 10:00 am (Sydney time) on Friday, 30 October 2020 by one of the following methods:

• by mail to Capral’s share registry, Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, VIC 3001, Australia (a reply paid envelope is enclosed with this Notice of Meeting); or

• in person to Capral’s registered office, c/o Company Secretary, 71 Ashburn Road, Bundamba, QLD 4304, Australia or to Capral’s share registry, Computershare Investor Services Pty Limited, Level 3, 60 Carrington Street, Sydney, NSW 2000, Australia; or

• by facsimile to Capral’s share registry, Computershare Investor Services Pty Limited, facsimile number: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

The Chairman will vote undirected proxies in favour of all resolutions.

If you appoint the Chairman as your proxy, or the Chairman is appointed your proxy by default, and the proxy form does not specify whether to vote "For", "Against" or "Abstain", your appointment will be taken as a direction to the Chairman to vote in accordance with his stated voting intention, which is to vote in favour of all resolutions.

Shareholders always have the ability to appoint the Chairman as their proxy and direct him to vote contrary to the Chairman's stated voting intention or to abstain from voting on a resolution.

Attorney

If the appointment is signed by an attorney, the original power of attorney or a certified copy of it must be sent with the proxy form, unless it has been provided previously to Computershare Investor Services Pty Limited.

Corporate Representatives

A body corporate that is a shareholder, or that has been appointed as a proxy, is entitled to appoint any person to act as its representative at the EGM. Such appointment must comply with the requirements under section 250D of the Corporations Act 2001 (Cth) ( Corporations Act ). The representative should bring to the EGM a properly executed letter or other document confirming its authority to act as body corporate's representative.

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SHAREHOLDER QUESTIONS

If you wish a question to be put to the Chair of the EGM in relation to the business to be conducted at the EGM, please send your question to the Company Secretary via Capral’s share registry by one of the methods detailed above. To allow time to collate questions and prepare answers, questions are to be received by 5:00 pm (Sydney time) on Wednesday, 14 October 2020 . Questions submitted will be put to the Chair at the Board's discretion.

Shareholders will be able to submit questions and make comments during the EGM using the online webcast facility.

EXPLANATORY MEMORANDUM

This explanatory memorandum has been prepared to assist shareholders to understand the business to be put to shareholders at the EGM and forms part of the Notice of Meeting.

1. Resolutions

Resolution 1. Approval of Share Consolidation

General

Under section 254H of the Corporations Act, a company may convert its shares into a smaller number of shares by an ordinary resolution of shareholders at a general meeting.

Capral proposes to consolidate its share capital through the conversion of every thirty (30) ordinary shares into one (1) ordinary share ( Consolidation ).

The share consolidation ratio was determined on the basis of a proposed valuation of Capral of approximately A$64.6 million[1] which results in a value per share of approximately A$3.90.

The market capitalisation of Capral will remain the same post the proposed Consolidation. This means the Consolidation will have a negligible impact on the value of a shareholder’s investment in Capral.

Additional information relating to the proposed Consolidation, including the information required under ASX Listing Rule 7.20 is provided below.

Timing

If the Consolidation is approved, the Consolidation will take effect on and from the Effective Date (as indicated in the table below). Notices will be issued to holders of ordinary shares confirming their post-Consolidation holdings.

Reasons for the share consolidation

The Company currently has 496,859,189 ordinary shares on issue. The Consolidation is expected to result in a more appropriate and effective capital structure for the Company and a more appealing share price to a wider range of investors.

The Board believes the following factors may be minimised as a result of the Consolidation:

• reducing any poor market perception as investors equate the low share price with the perception of a poorly performing company;

• vulnerability to speculative day-to-day trading and short selling, which generates share price volatility; and

• discouraging quality, long term institutional investors, equity funds and lending institutions seeking stability and long term growth.

Effect of the share consolidation

If the proposed Consolidation is approved by shareholders, the number of ordinary shares on issue in Capral will decrease from 496,859,189 to approximately 16,562,000 (subject to fractional rounding).

As the Consolidation applies equally to all Capral fully paid ordinary shareholders, individual shareholdings will be decreased in the same ratio. Assuming no other market movements or impacts occur, the Consolidation will therefore have no material effect on the percentage interest or value of each ordinary shareholder investment in Capral (other than minor variations resulting from rounding). The Consolidation will not result in any change to the substantive rights and obligations of existing shareholders.

Fractional entitlements

Where the Consolidation results in an entitlement to a fraction of a share or a share right (as applicable), that fraction will be rounded up to the next whole number of shares or share right. Each shareholder’s

1 Being the market capitalisation of Capral based on Capral’s closing share price on 31 August 2020.

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proportional interest in Capral’s issued capital will, however, remain unchanged as a result of the Consolidation (other than minor variations resulting from rounding).

Proposed treatment of convertible securities

As at the date of this Notice, Capral has a total of 21,000,000 unlisted convertible securities on issue to employees under Capral’s Long Term Incentive Plan as detailed below:

• 3,700,000 performance rights which may expire on 1 March 2021;

• 2,200,000 performance rights granted to Tony Dragicevich with shareholder approval which may expire on 1 March 2021;

• 4,250,000 performance rights which may expire on 1 March 2022;

• 2,350,000 performance rights granted to Tony Dragicevich with shareholder approval which may expire on 1 March 2022;

• 5,420,000 performance rights which may expire on 1 March 2023; and

• 3,080,000 performance rights granted to Tony Dragicevich with shareholder approval which may expire on 1 March 2023.

The terms of the Long Term Incentive Plan established by Capral permit convertible securities to be treated in accordance with the Listing Rules in the event of a reorganisation of capital.

As such, if the proposed Consolidation, as set out in this Resolution 1, is approved by shareholders, pursuant to ASX Listing Rule 7.21, all performance rights issued by Capral will be consolidated in the same ratio as shares. Accordingly, Capral will have approximately 700,000 performance rights (subject to rounding) on issue as detailed below:

• 123,333 performance rights which may expire on 1 March 2021;

• 73,334 performance rights granted to Tony Dragicevich with shareholder approval which may expire on 1 March 2021;

• 141,667 performance rights which may expire on 1 March 2022;

• 78,334 performance rights granted to Tony Dragicevich with shareholder approval which may expire on 1 March 2022;

• 180,666 performance rights which may expire on 1 March 2023; and

• 102,667 performance rights granted to Tony Dragicevich with shareholder approval which may expire on 1 March 2023.

Tax implications for shareholders

The summary in this section is general in nature. In addition, particular taxation implications will depend upon the circumstances of each shareholder. Accordingly, shareholders are encouraged to seek and rely only on their own professional advice in relation to their tax position. Neither Capral nor any of its officers, employees or advisors assumes any liability or responsibility for advising shareholders about the tax consequences for them from the proposed Consolidation.

The proposed Consolidation will be undertaken in accordance with section 254H of the Corporations Act. There will be no change to the proportionate interests held by each shareholder in Capral as a result of the Consolidation.

No capital gains tax (CGT) event will occur as a result of the Consolidation.

Indicative timetable

If approved by Shareholders, the proposed Consolidation will take effect on the Effective Date. The following is an indicative timetable (subject to change) of the key events:

subject to change) of the	key events:
Event	Date
EGM	Tuesday, 3 Nov 2020
Notification to ASX that Consolidation has been approved	Tuesday, 3 Nov 2020
Effective Date	Tuesday, 3 Nov 2020
Last day for trading in pre-Consolidation securities	Wednesday, 4 Nov 2020
If agreed to by ASX, trading in post- consolidation securities commences on a deferred settlement basis.	Thursday, 5 Nov 2020
Record Date	Friday,6 Nov 2020
Last day for registration of transfers on a pre- consolidation basis.	Friday, 6 Nov 2020
Despatch of new holding statements	Monday, 9 Nov 2020
Deferred settlement tradingends	Friday, 13 Nov 2020
Commencement of normal trading	Monday, 16 Nov 2020

Director recommendation

The Board unanimously recommends that shareholders vote in favour of Resolution 1.

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Resolution 2. Approval to Modify Constitution

Company’s website at

General

The Company’s current Constitution was adopted by shareholders at Capral’s March 2001 Annual General Meeting.

The Company proposes that the Company’s Constitution be amended so that in the future, the Company may provide an enhanced opportunity for shareholders to participate in general meetings.

The amendments will allow shareholders to vote directly on resolutions considered at a general meeting or class meeting either online before or during the meeting or by completing and submitting a personalised direct voting form prior to the meeting, without the need to appoint a proxy or having to physically attend the meeting in person.

• • https://www.capral.com.au/about capral/for investors/ and at the office of the Company. Shareholders are also invited to contact the Company if they would like a copy.

Proposed modifications

Many of the proposed changes are administrative or relatively minor in nature. The material amendments that are proposed are set out in Appendix A.

Director recommendation

The Board unanimously recommends that shareholders vote in favour of Resolution 2.

END

The inclusion of a direct voting provision in the Company’s Constitution will mean that shareholders entitled to vote at a general meeting or class meeting can exercise their voting rights even where they do not attend the meeting in person and do not transfer their voting rights to a third party by appointing a proxy.

Direct voting will operate concurrently with and will not replace the proxy system currently provided for in the Company’s Constitution and the Corporations Act. Shareholders will still be entitled to appoint a proxy. Direct voting will be an alternative to appointing a proxy or corporate representative. However, if a shareholder appoints a proxy for a particular meeting, and then subsequently lodges a direct vote, the Company will regard the proxy appointment as having lapsed for that meeting and accordingly, the shareholder’s direct vote will be effective.

The Company also wishes to seek approval to modify the Constitution to address changes in the law since the Constitution was adopted (eg removal of the seal requirement; replacement of the SCH business rules and changes to the law regarding restricted securities).

Section 136(2) of the Corporations Act states that amendment to the Company’s Constitution requires a special resolution, meaning it will only be passed if at least 75% of the votes cast on this Item are in favour of the Resolution.

A copy of the proposed amended Constitution is available for review by shareholders at the

Appendix A – Key Proposed modifications to Capral’s Constitution

Article	Proposed Amendment
1.	Proposed deletion of definition of‘Member Present’ to permit fully virtual, physical or hybridmeetings.
	Proposed deletion of definition of ‘SCH Business Rules’ and all other references within the Constitution to SCH Business Rules, as they no longer exist. The definition of ‘Listing Rules’ applies to the Listing Rules of the Australian Securities Exchange and any other rules of the Exchange which are applicable while Capral is admitted to the Official List oftheExchange.
	Proposed deletion of definition of ‘Seal’, deletion of reference to a Seal in Article 5 and deletion of Article 93. The requirement for a seal was abolished in 2001 and Capraldoesnot use a seal.
2.	Proposed new rule of interpretation regarding_a member participating, attending,_ _being present at or being admitted to a meeting of members_to allow for a member to be present by attending a meeting using any technology (whether electronic or otherwise) and including an instantaneous communication device that gives members as awhole areasonable opportunity to participate.
32	Proposed amendment to reflect amendments made to Chapter 9 of the ASX Listing Rules which provide that restricted securities cannot be disposed of, or agreed or offered to be disposed of, during the Escrow Period, except as permitted by the ListingRules ortheExchange.
47, 48 & 57	Proposed amendments to general meeting requirements to allow for fully virtual, physicalor hybridmeetings.
54	Proposed new Article 54 so that in future, shareholders who are entitled to vote at a general meeting can exercise their voting rights even where they do not attend the meeting in person and do not transfer their voting rights to a third party by appointing a proxy.
63	Proposed amendments to provide for proxy appointments to be made in such manneras thelawandListingRules allow.
70	Proposed amendment to provide that directors who are required to submit themselves for re-election as they have been appointed to fill a casual vacancy, will count towards the requirement in the Listing Rules that an election of directors be held.
94	Proposed amendment to provide that the directors may alter or rescind any determinationto pay a dividend before the paymentismade.

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CAA

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

• 2 October 2020

Dear Shareholder

Capral EGM

I wish to inform you that Capral Limited (ABN 78 004 213 692) ( Capral or Company ) will be holding a General Meeting ( EGM ) at 10.00am (Sydney time) on Tuesday, 3 November 2020 .

The EGM will be webcast live and shareholders will be able to ask questions during the EGM using a smartphone, tablet or computer.

There will be two items of business at the EGM:

1. A resolution seeking approval of a 30:1 Share Consolidation; and

2. A resolution seeking approval to modify Capral’s Constitution.

The Notice of Meeting setting out the business of the EGM, and instructions on how to participate in the EGM and vote on the items of business, is available on Capral’s website at: https://www.capral.com.au/about-capral/for-investors/

Capral continues to be focused on ensuring the health and safety of its shareholders and team members while maximising the opportunity for shareholders to participate in the EGM. As social distancing and enhanced hygiene rules continue to apply as a result of the COVID-19 pandemic, you will not be able to attend the EGM in person. You are encouraged to please utilise the online facilities we have arranged.

As shareholders will not be able to vote online during the EGM, we encourage all shareholders to please complete and return their Proxy Form ahead of the EGM in one of the ways specified in the Notice of Meeting or the Proxy Form.

Capral Limited ABN 78 004 213 692 ASX: CAA

Level 4, 60 Phillip St Parramatta NSW 2150

PO Box 209, Parramatta CBD BC NSW 2124

T 02 8222 0112 F 02 8222 0130

Yours sincerely

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Rex Wood-Ward Chairman

www.capral.com.au

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

CAA

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (Sydney Time) Sunday, 1 November 2020

Capral Limited General Meeting

This year, as part of the Australian Government’s response to the Coronavirus crisis, temporary modifications have been made to the Corporations Act 2001 under the Corporations (Coronavirus Economic Response) Determination (No.3) 2020 . These modifications allow notices of meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. We are relying on technology to facilitate shareholder engagement and participation in the meeting. Details of where you can access the notice of meeting, lodge a proxy and participate in the meeting are contained in this letter.

Meeting date and location:

The General Meeting of Capral Limited will be a virtual meeting, which will be conducted online on Tuesday, 3 November 2020 at 10:00am (Sydney Time).

Attending the meeting online:

If you choose to participate online on the day of the meeting you will be able to view a live webcast of the meeting and ask the Directors questions online in real time.

To participate online you will need to visit web.lumiagm.com/360886823 on your smartphone, tablet or computer.

You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible. For further instructions on how to participate online please view the online meeting user guide at www.computershare.com.au/virtualmeetingguide

Access the meeting documents and lodge your proxy online:

Online:

Access the meeting documents and 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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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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

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

Samples/000001/000002

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

CAA

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (Sydney time) on Sunday, 1 November 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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/000001/000003/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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.



I 9999999999

I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

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XX
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I/We being a member/s of Capral 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 Capral Limited to be held virtually on Tuesday, 3 November 2020 at 10:00am (Sydney Time) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

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

For Against Abstain

• 1 Approval of 30:1 Share Consolidation

• 2 Approval to Modify Constitution

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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.

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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