CARBONXT GROUP LIMITED — AGM Information 2018

Oct 25, 2018

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Carbonxt Group Limited ACN 097 247 464

Notice of Annual General Meeting

Date: Wednesday 28 November 2018 Time: 11:00am (Sydney time) Place: Thomson Geer, Level 25, 1 O'Connell Street, Sydney NSW

This Notice of Meeting is dated 23 October 2018

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting.

For all enquiries regarding this Notice of Meeting, your holding of Shares, change of address or other registry matters, please contact Boardroom on 1300 737 760 (for callers within Australia) and +61 2 9290 9600 (for callers outside Australia).

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Table of Contents

1	Chairman's Letter	3
2	Notice of Meeting	4
3	Explanatory Statement	8
4	Glossary	11

NOTE : Capitalised terms used in this document are defined in the Glossary (Section 4).

Key Dates (Sydney time)

Due date of lodgement of Proxy Forms	11am on Monday 26 November 2018
AGM	11am on Wednesday 28 November 2018

Corporate Directory

Directors

Warren Murphy Matthew Quinn David Mazyck

Company Secretary Thomas Bloomfield

Registered Office Level 12 225 George Street SYDNEY NSW 2000 www.carbonxt.com.au

Share Registry

Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001 Tel: 1300 737 760 Fax: +61 2 9290 9655 www.boardroomlimited.com.au

Auditor

Ernst & Young 680 George Street SYDNEY NSW 2000 Tel: +61 2 9248 5555 Fax: +61 2 9248 5199 www.ey.com/au

Australian Legal Adviser

Thomson Geer Level 25 1 O'Connell Street SYDNEY NSW 2000 Tel: +61 2 8248 5800 Fax: +61 2 8248 5899 www.tglaw.com.au

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1 Chairman's Letter

Dear Shareholder,

I am pleased to invite you to attend the 2018 Annual General Meeting ( AGM ) of Carbonxt Group Limited, which will be held at the following time and place:

Date Wednesday 28 November 2018 Time 11:00am (Sydney time) Place Thomson Geer, Level 25, 1 O'Connell Street, Sydney NSW 2000

The business to be considered at the AGM is provided in Section 2 of this Notice of Meeting. An Explanatory Statement in relation to each of the proposed resolution is provided in Section 3 of this Notice of Meeting. If you are able to attend the AGM, please bring the enclosed Proxy Form with you to facilitate registration at the AGM.

If you do not plan on attending the AGM, you are encouraged to appoint a proxy to attend and vote on your behalf by completing the enclosed Proxy Form and returning it in person, by fax or in the envelope provided. Instructions on how to appoint a proxy are detailed on the Proxy Form.

Proxies must be received no later than 11:00am (Sydney time) on 26 November 2018 to be valid for the AGM.

A copy of the Carbonxt Group Limited Annual Report is included with this Notice of Meeting for those shareholders who have elected to receive a hard copy. A copy of the 2018 Annual Report is also available online at the Company’s website www.carbonxt.com.

Please read the Notice of Meeting and accompanying Explanatory Statement carefully before deciding how to vote.

For all enquiries regarding this Notice of Meeting, your holding of Shares, change of address or other registry matters, please contact Boardroom on 1300 737 760 (for callers within Australia) and +61 2 9290 9600 (for callers outside Australia).

I look forward to seeing you at the AGM.

Yours faithfully,

By Order of the Board

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Matthew Quinn Chairman

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2 Notice of Meeting

Notice is hereby given that the 2018 Annual General Meeting of Carbonxt Group Limited (the Company ) will be held at Thomson Geer, Level 25, 1 O'Connell Street, Sydney NSW 2000 on 28 November 2018 at 11:00am (Sydney time) ( Meeting ).

The Explanatory Statement to this Notice provides additional information on the matters to be considered at the AGM. The Explanatory Statement and the Proxy Form form part of this Notice. The Notice (including the Explanatory Statement and all annexures) should be read in its entirety.

2.1 Agenda items

ORDINARY BUSINESS

To Receive the Financial Statements for the Year Ended 30 June 2018

To receive the reports of the Directors and the Auditors, and the Financial Statements for the year ended 30 June 2018.

Resolution 1 – Adoption of the Remuneration Report

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

“That the Company adopt the Remuneration Report for the year ended 30 June 2018 in accordance with Section 250R(2) of the Corporations Act.”

Note : This resolution is advisory only and does not bind the Company or the Directors.

Voting Exclusion Statement:

In accordance with sections 250BD(1) and 250R(4) of the Corporations Act, no member of the Key Management Personnel (KMP) of the Company details of whose remuneration are included in the Remuneration Report, or a member of the KMP of the Company at the date of the Meeting acting as proxy or a Closely Related Party of any such member may vote on Resolution 1.

However, in accordance with the Corporations Act, a person described above may vote on Resolution 1 if:

• it is cast by such person as proxy for a person who is permitted to vote, in accordance with the direction specified on the proxy form how to vote; or

• it is cast by the Chair of the Meeting as proxy for a person who is permitted to vote, in accordance with an express direction specified on the proxy form to vote as the proxy decides even though the Resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their proxy form the way the Chair must vote, in favour of Resolution 1.

Resolution 2 – Re-election of Director - Mr Matthew Quinn

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

“That Mr Matthew Quinn, who retires in accordance with the Company’s constitution and, being eligible for re-election, be re-elected as a Director.”

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Resolution 3 – Ratification of Prior Share Issue (Placement)

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, approval is given for the ratification of the prior issue on 22 October 2018 of 7,500,000 fully paid ordinary shares ( Shares ) at an issue price of $0.40 per Share, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• a person who participated in the issue of the Shares that are the subject of Resolution 3; or

• an associate of a person who participated in the issue of the Shares that are the subject of Resolution 3.

However, the Company will not disregard a vote if:

• It is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• It is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 3, the Chairman will vote any proxies which do not indicate on their Proxy Form the way the Chairman must vote, in favour of Resolution 3.

2.2 Voting Eligibility

The Company has determined in accordance with the Corporations Act that for the purpose of voting at the Meeting or adjourned meeting, Shares will be taken to be held by those persons recorded in the Company's Register of Members as at 7.00pm on 26 November 2018 (Sydney time).

2.3 Voting by Proxy

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

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

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

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

The Chair of the meeting intends to vote all undirected proxies in favour of all resolutions. You should note that if you appoint the Chair as your proxy, or the Chair is appointed as your proxy by default, you will, in accordance with the terms of the Proxy Form, have authorised the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel (which includes all Directors) of the Company. If you wish, you can appoint the Chair as your proxy and direct the Chair to cast your votes contrary to the above stated voting intention or to abstain from voting on a Resolution. Simply mark your voting directions on the Proxy Form before you return it.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

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• 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.

Further details on the changes are set out below.

(a) Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote in a particular resolution, and, if it does:

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands; and

• (iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• (b) Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (i) An appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's Shareholders; and

• (ii) At the meeting, a poll is duly demanded on a resolution; and

• (iii) Either of the following applies:

• (A) The proxy is not recorded as attending the meeting;

• (B) The proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

• (c) General

To be effective, the completed Proxy Form together with the power of attorney (if any) under which it is signed, must be received at the Company's corporate registry, Boardroom Pty Ltd, at one of the addresses or the facsimile number below no later than 48 hours before the commencement of the Meeting:

• (i) In person:

Level 12, 225 George Street, Sydney NSW 2000

• (ii) By mail:

Boardroom Pty Ltd GPO Box 3993 Sydney NSW 2001

• (iii) By facsimile

+61 2 9290 9655

• (iv) By e-mail:

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info@carbonxt.com

Any proxy form received later than 48 hours before the commencement of the Meeting (11:00am (Sydney time) on 26 November 2018) will not be valid for the Meeting.

By Order of the Board

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Matthew Quinn Chairman

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3 Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the AGM to be held at Thomson Geer, Level 25, 1 O'Connell Street, Sydney NSW 2000, on 28 November 2018 at 11:00am (Sydney time).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions at the Meeting.

The Resolutions are ordinary resolutions that must be passed by a simple majority of votes cast by Shareholders entitled to vote on the Resolutions. Further information on the Resolutions is set out below.

ORDINARY BUSINESS

3.1 Financial Statements

In accordance with the Constitution and the Corporations Act, the business will include the receipt and consideration of the Company’s audited financial statements for the year ended 30 June 2018 and does not require a formal resolution. Members will be given an opportunity to ask questions concerning the Company’s financial statements and the Company’s performance generally.

3.2 Resolution 1 – Adoption of the Remuneration Report

The Corporations Act requires that at a listed Company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. However, such a resolution is advisory only and does not bind the Directors of the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the annual financial report of the Company for the financial year ending 30 June 2018.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Voting consequences

Under the Corporations Act, if at least 25% of the votes cast on a Remuneration Report resolution are voted against the adoption of the Remuneration Report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company at the second annual general meeting ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting) within 90 days of the second annual general meeting. All of the Directors of the Company who were in office when the Directors’ Report (as included in the Company’s annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the Executive Directors of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Directors of the Company is approved by the Shareholders will be the Directors of the Company.

This is the Company’s first Annual General Meeting and accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

Voting Restrictions

Members of the Key Management Personnel and their proxies and Closely Related Parties are restricted from voting on a resolution put to Shareholders that the Remuneration Report of the Company be adopted. Key Management Personnel are those persons having authority and

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responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity.

The Voting Restriction does not apply where:

• (a) The Chairman or any other member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a member of the Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with specific instructions on how to vote on a resolution to adopt the Remuneration Report of the Company; or

• (b) the Chairman is appointed in writing (by a Shareholder who is not Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with no specific instructions on how to vote on a non-binding shareholder vote on remuneration, where the Shareholder provides express authorisation for the Chairman to do so.

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the resolutions of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act.

3.3 Resolution 2 – Re-election of Director - Mr Matthew Quinn

Under clause 41.1 of the Constitution, the Company must hold regular elections for directors at the times required under the ASX Listing Rules. ASX listing Rule 14.5 requires Companies to hold an election of directors each year.

Mr. Matthew Quinn who retires as a Director of the Company in accordance with the Constitution and ASX Listing Rules, being eligible, wishes to stand for re-election.

Matthew Quinn was appointed by the Board as a Director on 10 May 2013. He was previously Managing Director of Stockland Limited, Australia’s largest diversified property group and a top 50 ASX listed company. He has an extensive background in commercial, retail, and residential property investment and development. He began his career in the United Kingdom as a Chartered Accountant and moved to Australia in 1987 with Pricewaterhouse. Matthew joined Stockland Limited in 1999 and was appointed Managing Director in 2000. Matthew was National President of the Property Council of Australia from 2003 to 2005, and is a Fellow of the Australian Property Institute and the Royal Institute of Chartered Surveyors.

Matthew Quinn has a first-class honours degree in Chemistry and Management Science from Imperial College, London and is an associate of the Royal College of Science.

The Directors, excluding Mr Quinn, unanimously recommend that Shareholders vote in favour of Resolution 2.

3.4 Resolution 3: Ratification of Prior Share Issue (Placement)

On 22 October 2018, the Company issued 7,500,000 Shares for $0.40 per Share under the Company’s 15% capacity as per Listing Rule 7.1. In accordance with Listing Rule 7.4, to restore the Company’s capacity to issue Shares under the Company’s 15% capacity as per Listing Rule 7.1 it is proposed that Shareholders ratify the issue of the Shares. Further details can be found in the ASX announcement of 15 October 2018: https://www.asx.com.au/asxpdf/20181015/pdf/43z81m5jzsb70f.pdf

The following information is provided in accordance with Listing Rule 7.5:

• (a) Number of securities issued:

• 7,500,000 Shares.

• (b) Date on which securities were issued:

The Shares were issued and allotted on 22 October 2018.

• (c) Issue price of securities:

The Shares were issued for $0.40 per share.

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• (d) Allottees of the securities:

Allotted to sixty sophisticated, eligible and professional investors selected by the Company. None of the allottees were related parties of the Company.

• (e) Terms of securities:

The Shares rank equally with, and have the same rights and entitlements as, the existing Shares on issue.

• (f) The intended use of the funds:

The funds will be used primarily to build additional manufacturing capacity and fund working capital to meet the high level of demand for the Company’s activated carbon (AC) pellet product.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

3.5 Enquiries

For all enquiries regarding this Notice of Meeting, your holding of Shares, change of address or other registry matters, please contact Boardroom on 1300 737 760 (for callers within Australia) and +61 2 9290 9600 (for callers outside Australia).

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4

Glossary

In this Notice of Meeting, unless the context or subject matter otherwise requires:

AGMorMeeting	The annual general meeting of the Company to be held at the time and place specified in Section 2 of this Notice.
ASX	ASX Limited(ACN 008 624 691)
ASX Listing Rules or Listing Rules	The Official Listing Rules of the ASX.
Board	The board of Directors of the Company.
Chairman	Chairman of the annualgeneral meeting.
Closely Related Party	A closely related party of a member of the Key Management Personnel means: A) A spouse or child of the member; B) A child of the member’s spouse; C) A dependant of the member or the member’s spouse; D) Anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; E) A company the member controls; or F)Apersonprescribed bythe Corporate Regulations.
Company	Carbonxt GroupLimited(ACN 097 247 464).
Constitution	The constitution of the Company.
Corporations Act	Corporations Act 2001 (Cth)as amended from time to time.
Corporation Regulations	_Corporations Regulations 2001 (Cth)_as amended from time to time.
Director	A director of the Company.
Explanatory Statement	The explanatory statement set out in Section 3.
Key Management Personnel or KMP	This 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, directly or indirectly, includinganyDirector(whether executive or otherwise)of the Company.
NoticeorNotice of Meeting	This document, comprising the notice of general meeting, the explanatory statement and all annexures.
Proxy Form	Theproxyform accompanyingthe Notice.
Remuneration Report	The remuneration report set out in the Directors’ Report section of the Company’s Annual Financial Report for theyear ended 30 June 2018.
Resolution(s)	Theproposed resolution(s)set out in Section 2.1.
Share	A fully paid ordinaryshare in the capital of the Company.
Share Registry	Boardroom PtyLtd.
Shareholder	A holder of a Share.

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am (Sydney time) on Monday 26 November 2018.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/cg1agm2018 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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.

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am (Sydney time) on Monday, 26 November 2018. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/cg1agm2018  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Carbonxt Group Limited ACN 097 247 464

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Carbonxt Group Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

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 at the Annual General Meeting of the Company to be held at Thomson Geer, Level 25, 1 O’Connell Street, Sydney NSW 2000 on Wednesday, 28 November 2018 at 11:00am (Sydney time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2

VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Adoption of the Remuneration Report Resolution 2 Re-election of Director – Mr Matthew Quinn

Resolution 3 Ratification of Prior Share Issue (Placement)

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2018