CARBONXT GROUP LIMITED - AGM Information 2020

==> picture [172 x 48] intentionally omitted <==

Carbonxt Group Limited ACN 097 247 464

Notice of Annual General Meeting

Date: 21 October 2020 Time: 11am (AEDT) Place: Online via the Lumi App or https://web.lumiagm.com/303117255

This Notice of Meeting is dated 18 September 2020

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).

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 2

1	Chairman's Letter	3
2	Notice of Meeting	4
3	Explanatory Statement	7
4	Glossary	10

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

Key Dates (AEDT)

Due date of lodgement of Proxy Forms	19 October 2020
AGM	21 October 2020

Corporate Directory

Directors

Matthew Driscoll Warren Murphy David Mazyck

Company Secretary Laura Newell Rebecca Prince

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 14 60 Martin Place SYDNEY NSW 2000 Tel: +61 2 8248 5800 Fax: +61 2 8248 5899 www.tglaw.com.au

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 3

1 Chairman's Letter

Dear Shareholder,

I am pleased to invite you to attend the 2020 Annual General Meeting ( AGM ) of Carbonxt Group Limited, which will be held at the following time and place:

Date 21 October 2020 Time 11am (AEDT) Place Online via the Lumi App or https://web.lumiagm.com/303117255

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 Resolutions is provided in Section 3 of this Notice of Meeting.

We are pleased to provide Shareholders with the opportunity to participate in the AGM virtually through an online platform at https://web.lumiagm.com/303117255. Further information on how to do this is set out at section 2.4 of this Notice and the User Guide. Shareholders will be able to hear and view the AGM on their own computer, vote on Resolutions and ask questions all on the same basis as Shareholders physically present at the AGM.

If you do not plan on attending the AGM virtually, 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 11am (AEDT) on 19 October 2020 to be valid for the AGM.

A copy of the Carbonxt Group Limited Annual Report is included with this Notice of Meeting for those Shareholder who have elected to receive a hard copy. A copy of the 2020 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).

Yours faithfully,

By Order of the Board

==> picture [81 x 39] intentionally omitted <==

Matthew Driscoll Chairman

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 4

Notice of Meeting

Notice is hereby given that the 2020 Annual General Meeting of Carbonxt Group Limited (the Company ) will be held online via the Lumi App or https://web.lumiagm.com/303117255 on 21 October 2020 at 11am (AEDT) ( Meeting ). Further information on how to participate in the meeting online is set out in section 2.4 of this Notice of Meeting and the User Guide.

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 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 2020

To receive the reports of the Directors and the Auditors, and the Financial Statements for the year ended 30 June 2020.

Resolution 1 – Adoption of the Remuneration Report

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

“That the Company adopt the Remuneration Report for the year ended 30 June 2020 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 David Mazyck

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

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

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 5

Resolution 3 – Ratification of issue of Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 246,099 Shares at $0.1892 per Share on 29 May 2020 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

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

A person who participated in the issue of the Shares that are the subject of the Resolution; or
An associate of a person who participated in the issue of the Shares that are the subject of the Resolution.

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

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chairman 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 Chairman to vote on the Resolution as the Chairman decides: or
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.

Resolution 4 – Ratification of issue of Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 13,000,000 Shares at $0.16 per Share on 13 July 2020 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

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

A person who participated in the issue of the Shares that are the subject of the Resolution; or
An associate of a person who participated in the issue of the Shares that are the subject of the Resolution.

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

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chairman 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 Chairman to vote on the Resolution as the Chairman decides: or
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.

Resolution 5 – Ratification of issue of Options

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 2,400,000 Options on 13 July 2020 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

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

A person who participated in the issue of the Options that are the subject of the Resolution; or
An associate of a person who participated in the issue of the Options that are the subject of the Resolution.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 6

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

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chairman 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 Chairman to vote on the Resolution as the Chairman decides: or
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.

Resolution 6 – Approval of Employee Option Plan

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

“That, for the purposes of Listing Rule 7.2 (exception 13) and for all other purposes, Shareholders approve the adoption of the Employee Option Plan, and any issue of Options under the Plan within three years from the date of this Resolution as an exception to Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the employee incentive scheme, or any associate of those persons.

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

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
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
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.

Resolution 7 – Approve issue of Options to Warren Murphy

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of 6,000,000 Options, and the issue of underlying Shares in respect of the Options, to Mr Warren Murphy, Managing Director of the Company, or his nominee(s), on such terms and conditions as set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the Resolution by Mr Warren Murphy or any associate of Mr Warren Murphy.

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

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chairman 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 Chairman to vote on the Resolution as the Chairman decides: or
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

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 7

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

Resolution 8 – Approve issue of Options to David Mazyck

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of 5,250,000 Options, and the issue of underlying Shares in respect of the Options, to Mr David Mazyck, Executive Director of the Company, or his nominee(s), on such terms and conditions as set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the Resolution by Mr David Mazyck or any associate of Mr David Mazyck.

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

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chairman 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 Chairman to vote on the Resolution as the Chairman decides: or
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.

Resolution 9 – Approve issue of Options to Matthew Driscoll

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of 2,000,000 Options, and the issue of underlying Shares in respect of the Options, to Mr Matthew Driscoll, Chairman of the Company, or his nominee(s), on such terms and conditions as set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Matthew Driscoll or any associate of Mr Matthew Driscoll.

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

a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
the Chairman 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 Chairman to vote on the Resolution as the Chairman decides: or
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.

Resolution 10 – Approval of additional 10% Placement Capacity

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

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 8

“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the issue date or the date of agreement to issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person, or any associate of that person, who is expected to participate in, or who will obtain a material benefit as a results of, the proposed issue of equity securities under the increased placement capacity under ASX Listing Rule 7.1A, except as a benefit solely in the capacity of a holder of Shares, if this Resolution is passed.

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

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
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
A holder a cting 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.

Under ASX Listing Rule 14.11.1 and the notes under that rule about Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no Shareholders are currently excluded from voting.

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 (AEDT) on 19 October 2020 (AEDT).

2.3 Voting by Proxy

A Shareholder entitled to attend this Meeting and vote, is entitled to appoint a proxy to attend and vote on behalf of that Shareholder at the Meeting.

A proxy need not be a Shareholder.
If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of the votes which each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that Shareholder.
If the Shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a Shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands.
Where two proxies are appointed, any fractions of votes resulting from the appointment of two proxies will be disregarded.
A Proxy Form accompanies this Notice.
Unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 9

If a Shareholder wishes to appoint a proxy, the Shareholder should complete the Proxy Form and comply with the instructions set out in that form relating to lodgment of the form with the Company.
The Proxy Form must be signed by the Shareholder or his or her attorney duly authorised in writing or, if the Shareholder is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act.
If any attorney or authorised officer signs the Proxy Form on behalf of a Shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Proxy Form.
The Proxy Form (together with any relevant authority) must be received by no later than 11am (AEDT) on 19 October 2020.

2.4 Virtual participation

In accordance with clause 28.4 of the Company's constitution, and to facilitate Shareholder participation, the Chairman has determined that Shareholders will have the opportunity to participate in the AGM through an online platform.

Shareholders who wish to participate in the AGM may do so:

from their computer, by entering the URL in their browser: https://web.lumiagm.com/303117255; or
from their mobile device by either entering the URL in their browser: https://web.lumiagm.com/303117255 or by using the Lumi AGM app, which is available by downloading the app from the Apple App Store or Google Play Store.

If you choose to participate in the AGM online, you can log in to the meeting by entering:

the meeting ID for the online AGM, which is 303-117-255;
your username is your Voting Access Code (VAC), which is located the first page of your Proxy Form; and
your password, which is the postcode registered to your holding if you are an Australian Shareholder. Overseas Shareholders will need to enter the three-character country code e.g. New Zealand – NZL of their registered holding address. A full list of country codes can be found at the end of the user guide

You will be able to view the AGM live, lodge a direct vote in real time and ask questions online.

Shareholders participating in the Meeting will be able to cast direct votes between the commencement of the AGM (11 AEDT on 21 October 2020) and the closure of voting as announced by the Chairman during the AGM.

More information regarding online participation at the AGM (including how to vote and ask questions online during the AGM) is available in the User Guide. The User Guide is attached to this Notice of Meeting and will be lodged with the ASX and will also be available from our website.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 10

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority can be mailed or faxed to the Company at least 24 hours before the Meeting. Alternatively, this document can be lodged at the registration desk on the day of the Meeting.

(a) 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

Any Proxy Form received later than 48 hours before the commencement of the Meeting (11am (AEDT) on 19 October 2020) will not be valid for the Meeting.

By Order of the Board Matthew Driscoll Chairman

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 11

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 online via the Lumi App or https://web.lumiagm.com/ on 21 October 2020 at 11am (AEDT).

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.

All Resolutions, except Resolution 10, are ordinary Resolutions that must be passed by a simple majority of votes cast by Shareholders entitled to vote on the Resolutions.

Resolution 10 is a special Resolution that must be passed by a majority of 75% 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 2020 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 2020.

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.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 12

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.

At the Company’s previous Annual General Meeting, the votes cast against the Remuneration Report considered at that Annual General Meeting were less than 25%. 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 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 David Mazyck

Under clause 41.1 of the Constitution, the Company must hold regular elections of 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 David Mazyck who was appointed on 10 May 2013 and last stood for re-election on 28 November 2019, retires as a Director of the Company in accordance with the Constitution and ASX Listing Rule 14.5 and, being eligible, wishes to stand for re-election.

Mr Mazyck is a world-leading expert on activated carbon (AC) and its applications including mercury capture. He has developed AC products for the major multinational AC manufacturers and has regularly consulted for them on technical issues. Mr. Mazyck was Chairman of the Activated Carbon Standards Committee for the American Water Works Association (‘AWWA’) and has developed products for National Aeronautics and Space Administration (‘NASA’). He is a member of the World Coal Association and appointee to the United Nationals efforts on developing a global treaty for mercury.

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

3.4 Resolutions 3 to 5 – Ratification of issue of securities

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 13

The security issues being considered under Resolutions 3 to 5 do not fit within any of these exceptions and, as they have not yet been approved by the Company’s Shareholders, they effectively use up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under that rule.

To this end, Resolutions 3 to 5 seek Shareholder approval to the issues under and for the purposes of Listing Rule 7.4.

If Resolutions 3 to 5 are passed, the security issues will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolutions 3 to 5 are not passed, the issues will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 14

3.5 Resolution 3 – Ratification of issue of Shares

On 29 May 2020, the Company issued 246,099 Shares for $0.1892 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 securities under the Company’s 15% capacity as per Listing Rule 7.1 it is proposed that Shareholders ratify the issue of the Shares.

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

Number of securities 246,099 Shares issued Date on which securities The Shares were issued and allotted on 29 May 2020 were issued Issue price of securities The Shares were issued for $0.1892 per Share Allottees of the securities The Shares were allotted to Rebecca Prince, Regina Rodriguez and Dennis Baranik, employees of the Company, in lieu of salary payments Terms of securities The Shares rank equally with, and have the same rights and entitlements as, the existing Shares on issue The intended use of the No funds were raised from the issue of the Shares as the Shares funds were issued to employees of the Company in lieu of salary payments

The Directors unanimously recommend that Shareholders vote in favour of this Resolution The Chairman of the AGM intends to vote any undirected proxies in favour this Resolution.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 15

3.6 Resolution 4 – Ratification of issue of Placement Shares

On 13 July 2020, the Company issued 13,000,000 Shares for $0.16 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 securities under the Company’s 15% capacity as per Listing Rule 7.1 it is proposed that Shareholders ratify the issue of the Shares.

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

Number of securities	13,000,000 Shares
issued
Date on which securities	The Shares were issued and allotted on 13 July 2020
were issued
Issue price of securities	The Shares were issued for $0.16 per Share
Allottees of the securities	The Shares were allotted to sophisticated, eligible and
	professional investors. None of the allottees were related parties
	of the Company
Terms of securities	The Shares rank equally with, and have the same rights and
	entitlements as, the existing Shares on issue
The intended use of the	The funds raised were used to fund working capital associated
funds	with growth of the Company.

The Directors unanimously recommend that Shareholders vote in favour of this Resolution

The Chairman of the AGM intends to vote any undirected proxies in favour this Resolution.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 16

3.7 Resolution 5 – Ratification of issue of Options

On 13 July 2020, the Company issued 2,400,000 Options 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 securities under the Company’s 15% capacity as per Listing Rule 7.1 it is proposed that Shareholders ratify the issue of the Shares.

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

Number of securities 2,400,000 Shares issued

Date on which securities The Options were issued and allotted on 13 July 2020 were issued

Issue price of securities The Options were issued for nil consideration

Allottees of the securities The Options were allotted to Cannacord Genuity (Australia) Limited ( Lead Manager ) the lead manager of the placement in lieu of fees

Terms of securities 800,000 options exercisable at the higher of $0.1725 or a 15% premium to Issue Price;

800,000 options exercisable at the higher of $0.195 or a 30% premium to Issue Price; and

800,000 options exercisable at the higher of $0.2175 or a 45% premium to Issue Price.

All Options expire on 13 July 2023 and on conversion each Option will convert into one Share in the Company.

The intended use of the No funds were raised from the issue of the Options, as the funds Options were issued to the Lead Manager of the placement in lieu of fees

The Directors unanimously recommend that Shareholders vote in favour of this Resolution

The Chairman of the AGM intends to vote any undirected proxies in favour this Resolution.

3.8 Resolution 6 – Renewal of and Amendment to the Employee Option Plan

At its 2017 annual general meeting, the Board adopted an Employee Option Plan ( Plan ) to enable the Company to issue Options to eligible participants being employees (full and part-time), Directors and relevant contractors.

A copy of the Employee Option Plan rules were issued to the ASX on 17 January 2018 and a summary of the Plan is set out below:

(a) The Plan is open to certain senior management and Directors of the Company (and, if relevant, any Directors or senior employees of a subsidiary of the Company), as determined by the Board.
(b) The Board may invite eligible persons to participate in the Plan. Participation is voluntary. The Board may determine the number of Options to be issued under the Plan and other terms of issue of the Plan.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 17

(c) Each Option enables the holder to be issued one Share upon exercise, subject to the rules governing the Plan ( Plan Rules ) and (if applicable) the ASX Listing Rules.
(d) An Option may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Option.
(e) Options will not be quoted on the ASX.
(f) Optionholders are not permitted to participate in new issues of securities by the Company but adjustments may be made to the number of Shares over which the Options are granted or the exercise price to take into account changes in the capital structure of the Company that occur by way of pro rata and bonus issues in accordance with the Plan Rules and (if applicable) the ASX Listing Rules.
(g) An offer of Options may only be made under the Plan if various conditions are met, including that the sum of all Plan Options on issue and offered under all the Company's employee incentive schemes does not, if they are all exercised, equate to more than 10% of the Shares on issue by the Company.

Each Option will vest on a liquidity event occurring, being a change of control in the Company, initial public offer of the Company's shares on the ASX or the sale of all or substantially all of the assets of the Company.

The Board is entitled to amend the Plan Rules at any time in any manner it thinks fit pursuant to clause 17 of the Plan Rules. The Board now wishes to amend the Plan Rules by deleting clause 16.2 of the Plan Rules in its entirety. This would have the effect of removing the 10% limitation explained at 3.8(g) above ( Amended Plan ). The Board intends to make this amendment so that it can issue the Options to Directors proposed at Resolutions 7 to 9, without impacting the Company's 15% placement capacity under Listing Rule 7.1.

The Plan is intended to provide eligible employees and executive and non-executive directors to share in the growth in value of the Company and to encourage them to improve the longer-term performance of the Company and its returns to shareholders.

A copy of the Amended Plan can be obtained from the Company’s website www.cglimited.com.au/corporate-governance/.

Any future grant of Options to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

Listing Rule 7.2 Exception 13

This Resolution seeks the approval of Shareholders for the renewal and amendment of the Plan in accordance with Listing Rule 7.2 (Exception 13).

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. Listing Rule 7.2 (Exception 13) sets out an exception to Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to Listing Rule 7.1. Listing Rule 7.2 (Exception 13) also ceases to be available if there is a material change to the terms of the scheme from those set out in the company's prospectus.

As the Company:

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 18

(a) adopted the Plan three years ago in 2017; and
(b) proposes to amend the Plan,

the newly Amended Plan must be freshly approved by Shareholders as an exception under Listing Rule 7.2 (Exception 13) to enable the Company to issue securities under the Amended Plan without impacting the Company's 15% placement capacity under Listing Rule 7.1.

If this Resolution is passed, the Company will have the ability to issue Options to eligible participants under the Amended Plan over a period of 3 years without impacting on the Company’s 15% placement capacity under Listing Rule 7.1.

If this Resolution is not passed, and if Options are issued under the Amended Plan (notwithstanding the non-approval) – for example where some or all of Resolutions 7 to 9 are passed, any Options issued will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

Specific information required by Listing Rule 7.2 Exception 13(b)

In accordance with Listing Rule 7.2, exception 13(b), the following information is provided in relation to the Amended Plan.

A summary of the terms of the Amended Plan is set out above. In addition, a copy of the Amended Plan is available for review by Shareholders at the Registered Office of the Company and a copy of the Amended Plan can be obtained from the Company’s website www.cglimited.com.au/corporate-governance/.
4,475,000 Options have been granted under the Plan since the Company’s IPO and ASX listing in January 2018 (and Shareholder approval for the Plan has not been previously sought from Shareholders under Listing Rule 7.2 (exception 13(b) since that time). Of these, no Options have lapsed, and no Options have been exercised.
At the date of this Notice, the Company proposes to issue a maximum of 10,350,000 Options under the Amended Plan within the three year period following approval of this Resolution.[1]
A voting exclusion statement is included in the Notice.

The Directors recommend that Shareholders vote in favour of this Resolution.

3.9 Resolutions 7 to 9 – Approve issue of Options to Directors

The Company is proposing to issue Options to the Board of Directors under the Employee Option Plan (the Option Issues ).

Listing Rule 10.14 provides that a listed Company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

10.14.1 - A director of the Company;

10.14.2 - An associated of a Director of the Company; or
10.14.3 - A person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.1.2 is such that, in ASX’s opinion, the acquisition should be approved by its Shareholders,

unless it obtains the approval of its Shareholders.

1 This maximum number is not intended to be a prediction of the actual number of securities to be issued under the Employee Option Plan, but is instead a ceiling for the purposes of Listing Rule 7.2 Exception 13(b).

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 19

The Option issues fall within Listing Rule 10.14.1 above and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.14.

Resolutions 7 to 9 seek the required Shareholder approval to the Option issues under and for the purposes of Listing Rule 10.14. Resolutions 7 to 9 are conditional on Resolution 6 being passed at the Meeting.

If Resolutions 7 to 9 are passed the Company will proceed with the Option issues and the Options (and Shares issued upon vesting of the Options) will not be included in calculating the Company’s capacity to issue equity securities equivalent to 15% of the Company’s ordinary securities under Listing Rule 7.1.

If Resolutions 7 to 9 are not passed the Company will not be able to proceed with the Option issues. In that circumstance, issues may arise with the competitiveness of Mr Murphy’s or Mr Mazyck’s (as relevant) total remuneration package. The Board would then need to consider alternative remuneration arrangements which are consistent with the Company’s remuneration principles, including providing an equivalent cash long-term incentive subject to the risk of forfeiture, performance conditions and performance period.

Chapter 2E of the Corporations Act requires shareholder approval where a public company seeks to give a financial benefit to a related party (unless an exception applies). The Directors are considered to be related parties of the Company and the issue of Options to them will constitute a financial benefit.

An exception to the requirement to obtain shareholder approval in accordance with Chapter 2E applies where the financial benefit constitutes part of the related party's "reasonable remuneration".

The Board has determined that the grant of Options to the Directors and any issue of Shares upon the exercise of Options constitutes part of the reasonable remuneration of the Directors.

In reaching this conclusion, the Board has had regard to a variety of factors including the Directors’ current remuneration and market practice for the remuneration offered to persons in comparable positions at comparable companies.

In accordance with ASX Listing Rule 10.15, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 10.14, the following information is provided to Shareholders in respect of this Resolution:

The Directors for whom approval is being sought	(a) Warren Murphy (Managing Director); (b) David Mazyck (Executive Director); and (c) Matthew Driscoll (Chairman). Each of whom are Directors of the Company and therefore fall into the category set out in ASX Listing Rule 10.14.1.
Maximum number of Options to be issued to each Director	(a) Warren Murphy – 6,000,000 Options; (b) David Mazyck – 5,250,000 Options; and

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 20

	(c) Matthew Driscoll – 2,000,000 Options.	(c) Matthew Driscoll – 2,000,000 Options.	(c) Matthew Driscoll – 2,000,000 Options.	(c) Matthew Driscoll – 2,000,000 Options.
Remuneration package of each Director	Director	Monetary (p.a. plus Statutory Superannu ation)	Security based ($)	Total
	Warren Murphy	AU$219,00 0	$0	AU$219,000
	David Mazyck	US$400,000	US$0	US$400,000
	Matthew Driscoll	AU$120,00 0	$0	AU$120,000
Previous issues of Options under the Employee Option Plan to each Director and the average acquisition price (if any)	(a) Warren Murphy – 1,500,000 Options issued upon the Company’s IPO (b) David Mazyck – 1,000,000 Options issued upon the Company’s IPO (c) Matthew Driscoll – nil Each Option has an exercise price of $0.50 and expiry of 30 November 2021.
Terms of Options Warren Murphy	Vesting: 3,000,000 Options will vest on the Company achieving a VWAP of $0.30 per share price over a 10 day period. 3,000,000 Options will vest on the Company achieving a VWAP of $0.45 per share price over a 10 day period. Additional Vesting condition: Mr Murphy must continue as a Director of the Company up until the vesting date (or remain in such other consulting capacity as agreed to by the Board). Expiry date: All unvested Options will lapse on the expiry date that is 3 years from the date of issue. Participation in new issues of underlying securities: The Option holder cannot participate in new issues without exercising the Options.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 21

David Mazyck Vesting :

2,250,000 Options will vest on the Company achieving a VWAP of $0.30 per share price over a 10 period. 3,000,000 Options will vest on the Company achieving a VWAP of $0.45 per share price over a 10 day period. Additional Vesting condition : Mr Mayzck must continue as a Director of the Company up until the vesting date (or remain in such other consulting capacity as agreed to by the Board). Expiry date : All unvested Options will lapse on the expiry date that is 3 years from the date of vesting. Participation in new issues of underlying securities : The Option holder cannot participate in new issues without exercising the Options.

Matthew Driscoll Vesting :

David Mazyck	David Mazyck	Vesting: 2,250,000 Options will vest on the Company achieving a VWAP of $0.30 per share price over a 10 period. 3,000,000 Options will vest on the Company achieving a VWAP of $0.45 per share price over a 10 day period. Additional Vesting condition: Mr Mayzck must continue as a Director of the Company up until the vesting date (or remain in such other consulting capacity as agreed to by the Board). Expiry date: All unvested Options will lapse on the expiry date that is 3 years from the date of vesting. Participation in new issues of underlying securities: The Option holder cannot participate in new issues without exercising the Options.
Matthew Driscoll		Vesting:
		1,000,000 Options will vest on the Company achieving a VWAP of $0.30 per share price over a 10 period. 1,250,000 Options will vest on the Company achieving a VWAP of $0.45 per share price over a 10 day period. Additional Vesting condition: Mr Driscoll must continue as a Director of the Company up until the vesting date (or remain in such other consulting capacity as agreed to by the Board). Expiry date: All unvested Options will lapse on the expiry date that is 3 years from the date of issue. Participation in new issues of underlying securities: The Option holder cannot participate in new issues without exercising the Options.
	Why Options	The issuing of Options to employees is a recognised practice in Australia as part of the remuneration of employees (including senior executives) and contractors of the Company. Issuing performance- based Securities is considered a positive alternative to cash payments as the recipient benefits if the value of the Company increases – in which case all Shareholders benefit.
	Date of issue of Options	As soon as practicable but in any event no later than three (3) years following the date of the Meeting.
	Terms of the Employee Option Plan	Please see Resolution 6 for a summary of the Amended Plan pursuant to which these Options will be issued.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 22

||P age ||
|---|---|
|Future statement regarding
issued Options|Details of any Options issued under the Employee
Option Plan will be published in the annual report of
the Company relating to the period in which the
Options are issued, along with a statement that
approval for the issue was obtained under ASX Listing
Rule 10.14.|
|Future persons covered by ASX
Listing Rule 10.14|Any additional persons covered by ASX Listing Rule
10.14 who become entitled to participate in an issue
of Options under the Employee Option Plan after
Resolutions 7 to 9 are approved and who are not
named above will not participate until approval is
obtained under ASX Listing Rule 10.14.|

The Board declines to make a recommendation to Shareholders in relation to Resolution 7 to 9 as it is connected with the remuneration of the Directors.

The Chairman of the AGM intends to vote any undirected proxies in favour these Resolutions.

3.10 Resolution 10 – Approval of additional 10% Placement Capacity

General

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

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

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

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

If the Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

The Resolution is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders entitled to vote and voting on this Resolution for it to be passed.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 23

Eligibility

An eligible entity under ASX Listing Rule 7.1A is one which, at the date of the resolution, has a market capitalisation of $300 million or less and is not included in the S&P / ASX 300 Index. The Company anticipates that it will be an eligible entity for the purposes of ASX Listing Rule 7.1A at the time of the Meeting.

The exact number of equity securities that may be issued pursuant to the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 which provides that eligible entities which have obtained Shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12-month period after the date of the Annual General Meeting, a number of equity securities calculated as follows:

(A x D) – E

Where

A is the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement to issue (the relevant period):

plus the number of fully paid ordinary securities issued in the 12 months under an exception in ASX Listing Rule 7.2 other than exception 9, 16 or 17;
plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities under rule 7.2 exception 9 where:
the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4;
plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:
the agreement was entered into before the commencement of the relevant period; or
the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or 7.4;
plus the number of fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4;
plus the number of partly paid ordinary securities that became fully paid in the 12 months;
less the number of fully paid ordinary securities cancelled in the 12 months;

Note that A has the same meaning in the ASX Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%.

E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rules 7.1 or 7.4.

Any equity securities issued under the 10% Placement Capacity must be in an existing quoted class of the Company's equity securities. The Company presently has one class of quoted securities, being Shares (ASX Code: CG1).

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 24

Required information

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

Minimum price

As required by ASX Listing Rule 7.1A.3, any equity securities issued by the Company under ASX Listing Rule 7.1A can only be issued at a price that is no less than 75% of the volume weighted average market price for securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:

a) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or
b) if the securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the securities are issued.

Risk of economic and voting dilution to existing Shareholders

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

The table below shows a number of potential dilution scenarios for a capital raising which may be conducted under ASX Listing Rule 7.1A as required by ASX Listing Rule 7.3A.4 where the number of the Company's Shares on issue (Variable "A" in the formula in ASX Listing Rule 7.1A.2) has remained current or increased by either 50% or 100% and the Share price has decreased by 50%, remained current or increased by 100% based on the closing Share price on ASX at 11 September 2020.

September 2020.
Variable “A” in ASX Listing Rule 7.1.A.2			Dilution
		$0.10 50% decrease in Issue Price	$0.20 Issue Price	$0.40 100% increase in Issue Price
Current Variable A 120,694,950 Shares	10% Voting Dilution	12,069,495	12,069,495	12,069,495
	Funds Raised	$1,206,950	$2,413,899	$4,827,798
50% increase in current Variable A 181,042,245 Shares	10% Voting Dilution	18,104,243	18,104,243	18,104,243
	Funds Raised	$1,810,424	$3,620,849	$7,241,697
100% increase in current Variable A 241,389,900 Shares	10% Voting Dilution	24,138,990	24,138,990	24,138,990
	Funds Raised	$2,414,899	$4,827,798	$ 9,655,596

The above dilution table uses the following assumptions which the Company does not represent will necessarily occur:

a) the “issue price at current market price” is the closing price of the Shares on ASX on 11 September 2020.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 25

b) Variable “A” is 120,694,950 which equates to the number of current Shares on issue at 11 September 2020. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro-rata issue) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders meeting;
c) the Company issues the maximum number of securities available under the additional 10% ASX Listing Rule 7.1A approval;
d) the table shows only the effect of issues of securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1;
e) no options (including any options issued under the 10% Placement Capacity) or warrants are exercised into Shares before the date of issue of equity securities;
f) the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%;
g) the table does not show an example of dilution that may be caused to a particular Shareholder by reason of the placements under ASX Listing Rule 7.1A, based on that Shareholder's holding at the date of the Annual General Meeting;
h) the issue of Shares under ASX Listing Rule 7.1A consists only of fully-paid ordinary shares in the Company; and
i) “Funds Raised” are before any capital raising costs which may be incurred.

10% Placement Period

Shareholder approval under ASX Listing Rule 7.1A is valid from the date of the Annual General Meeting at which approval is obtained until the earlier of:

a) the date which is 12 months after the date of the Annual General Meeting at which the approval was obtained;
b) the time and date of the Company’s next Annual General Meeting; or
c) the date of approval by Shareholders of a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).

Purpose of additional 10% Placement Capacity

While the Company does not have any immediate plans to issue Shares under the 10% Placement Capacity, the Company may seek to issue securities under the 10% Placement Capacity for cash consideration. The Company may use the funds for working capital, investing activities (including possible complementary business acquisitions if any are identified and approved by the Board), meet financing commitments or capital management activities deemed by the Board to be in the best interests of the Company.

The Company will comply with any disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.3 upon the issue of any securities under ASX Listing Rule 7.1A.

Allocation policy

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

a) the methods of raising funds that are then available to the Company;
b) the effect of the issue of the equity securities on the control of the Company;
c) the financial situation and solvency of the Company; and
d) advice from professional and corporate advisers (if applicable).

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 26

Allottees under any capital raising which may be conducted under the 10% Placement Capacity pursuant to ASX Listing Rule 7.1A have not been determined as at the date of this Notice of Meeting and may include existing and/or new Shareholders but cannot include any related parties or associates of a related party of the Company.

Previous Issue of Securities under ASX Listing Rule 7.1A

The Company has not previously issued securities under ASX Listing Rule 7.1A.

Compliance with ASX Listing Rules 7.1A.4 and 3.10.3

When the Company issues equity securities pursuant to the 10% Placement Capacity, it will give ASX:

a) a list of the names of the persons to whom the Company issues the equity securities and the number of equity securities allotted to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4; and
b) the information required by ASX Listing Rule 3.10.3 for release to the market.

At the date of the Notice of Meeting the Company has not invited and has not determined to invite any particular existing Shareholder or an identifiable class of existing Shareholder to participate in an offer under ASX Listing Rule 7.1A. Accordingly, no existing Shareholder will be excluded from voting on this Resolution.

Directors' Recommendation

The Board unanimously recommends that Shareholders vote in favour of this Resolution.

3.11 Enquiries

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 27

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.
ASIC	Australian Securities Investment Commission.
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 annual general 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) A person prescribed by the Corporate Regulations.
Company	Carbonxt Group Limited (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.
IPO	Means the Company's initial public offering on the ASX.
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, including any Director (whether executive or otherwise) of the Company.
NoticeorNotice of Meeting	This document, comprising the notice of general meeting, the explanatory statement and all annexures.
Option	Means options issued under the Employee Option Plan
Proxy Form	The proxy form accompanying the Notice.
Remuneration Report	The remuneration report set out in the Directors’ Report section of the Company’s Annual Financial Report for the year ended 30 June 2020.
Resolution(s)	The proposed Resolution(s) set out in Section 2.1.
Share	A fully paid ordinary share in the capital of the Company.

Carbonxt Group Limited - Notice of Annual General Meeting

P a g e | 28

||P age | 28|
|---|---|
|Share Registry|Boardroom Pty Ltd.|
|Shareholder|A holder of a Share.|
|VWAP|Volume weighted average price|
|User Guide|The LUMI Virtual AGM instructions set out in the Annexure of this Notice.|

Carbonxt Group Limited - Notice of Annual General Meeting

Online Voting User Guide

Getting Started

In order to participate in the meeting, you will need to download the App onto your smartphone device. This can be downloaded from the Google Play Store™ or the Apple® App Store by searching by app name “Lumi AGM” .

Alternatively, Lumi AGM can be accessed using any web browser on a PC, tablet or smartphone device. To use this method, please go to https://web.lumiagm.com/303117255 .

To log in to the portal, you will need the following information:

Meeting ID: 303117255

Australian	Username – Voting Access Code (VAC*)andPassword(postcode of your registered address).
Residents	*Voting Access Code (VAC) can be located on the first page of your proxy form or on your
	notice of meeting email)
Overseas	Username – Voting Access Code (VAC*)andPassword(three-character country code e.g.
Residents	New Zealand – NZL. A full list of country codes can be found at the end of this guide.)
	*Voting Access Code (VAC) can be located on the first page of your proxy form or on your
	notice of meeting email)
Appointed	To receive your Username and Password, please contact our share registry, Boardroom Pty
Proxy	Ltd on1300 737 760or+61 2 9290 9600between 8:30am to 5:30pm (AEST) Monday to
	Friday.

To join the meeting, you will be required to enter the above unique 9-digit meeting ID above and select ‘ Join ’. To proceed to registration, you will be asked to read and accept the terms and conditions.

==> picture [521 x 160] intentionally omitted <==

If you are a Shareholder , select ‘I have a login’ and enter your Username VAC (Voting Access Code) and Password (postcode or country code). If you are a Proxy holder you will need to enter the unique Username and Password provided by Boardroom and select ‘ Login ’.

If you are not a Shareholder, select ‘I am a guest’. You will be asked to enter your name and email details, then select ‘Enter’. Please note, guests are not able to ask questions at the meeting.

==> picture [418 x 159] intentionally omitted <==

Navigating

Once you have registered, you will be taken to the homepage which displays your name and meeting information.

==> picture [88 x 178] intentionally omitted <==

==> picture [250 x 147] intentionally omitted <==

To activate the webcast, please click on the Broadcast bar at the bottom of the screen. If prompted, you may have to click the play button in the window to initiate the broadcast.

Once you select to view the webcast from a smartphone it can take up to approximately 30 seconds for the live feed to appear on some devices. If you attempt to log into the app before the Meeting commences, a dialog box will appear.

NOTE: We recommend once you have logged in, you keep your browser open for the duration of the meeting. If you close your browser you will be asked to repeat the log in process.

==> picture [341 x 159] intentionally omitted <==

To ask a Question

If you would like to ask a question:

Select the question icon
Compose your question.
Select the send icon
You will receive confirmation that your question has been received.

The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavor to answer all questions at the Meeting.

==> picture [93 x 183] intentionally omitted <==

To Vote

If you would like to cast a vote:

When the Chair declares the polls open, the resolutions and voting choices will appear.
Press the option corresponding with the way in which you wish to vote.
Once the option has been selected, the vote will appear in blue.
If you change your mind and wish to change your vote, you can simply press the new vote or cancel your vote at any time before the Chair closes the polls.
Upon conclusion of the meeting the home screen will be updated to state that the meeting is now closed.

==> picture [198 x 183] intentionally omitted <==

Need help? If you require any help using this system prior to or during the Meeting, please call 1300 737 760 or +61 2 9290 9600 so we can assist you.

Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABW Aruba AFG Afghanistan AGO Angola AIA Anguilla ALA Aland Islands ALB Albania AND Andorra ANT Netherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASM American Samoa ATA Antarctica ATF French Southern ATG Antigua & Barbuda AUS Australia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BEN Benin BFA Burkina Faso BGD Bangladesh BGR Bulgaria BHR Bahrain BHS Bahamas BIH Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOL Bolivia BRA Brazil BRB Barbados BRN Brunei Darussalam BTN Btn BUR Burma BVT Bouvet Island BWA Botswana CAF Central African Republic CAN Canada CCK Cocos (Keeling) Islands CHE Switzerland CHL Chile CHN China CIV Cote D’ivoire CMR Cameroon COD Democratic Republic of Congo COK Cook Islands COL Colombia COM Comoros CPV Cape Verde CRI Costa Rica CUB Cuba CYM Cayman Islands CYP Cyprus CXR Christmas Island CZE Czech Republic DEU Germany DJI Djibouti DMA Dominica DNK Denmark DOM Dominican Republic	DZA Algeria ECU Ecuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FRO Faroe Islands FSM Micronesia GAB Gabon GBR United Kingdom GEO Georgia GGY Guernsey GHA Ghana GIB Gibraltar GIN Guinea GLP Guadeloupe GMB Gambia GNB Guinea-Bissau GNQ Equatorial Guinea GRC Greece GRD Grenada GRL Greenland GTM Guatemala GUF French Guiana GUM Guam GUY Guyana HKG Hong Kong HMD Heard & Mcdonald Islands HND Honduras HRV Croatia HTI Haiti HUN Hungary IDN Indonesia IMN Isle Of Man IND India IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ISM British Isles ISL Iceland ISR Israel ITA Italy JAM Jamaica JEY Jersey JOR Jordan JPN Japan KAZ Kazakhstan KEN Kenya KGZ Kyrgyzstan KHM Cambodia KIR Kiribati KNA St Kitts And Nevis KOR Korea Republic of KWT Kuwait LAO Lao Pdr LBN Lebanon	LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MAC Macao MAF St Martin MAR Morocco MCO Monaco MDA Republic Of Moldova MDG Madagascar MDV Maldives MEX Mexico MHL Marshall Islands MKD Macedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMR Myanmar MNE Montenegro MNG Mongolia MNP Northern Mariana Islands MOZ Mozambique MRT Mauritania MSR Montserrat MTQ Martinique MUS Mauritius MWI Malawi MYS Malaysia MYT Mayotte NAM Namibia NCL New Caledonia NER Niger NFK Norfolk Island NGA Nigeria NIC Nicaragua NIU Niue NLD Netherlands NOR Norway Montenegro NPL Nepal NRU Nauru NZL New Zealand OMN Oman PAK Pakistan PAN Panama PCN Pitcairn Islands PER Peru PHL Philippines PLW Palau PNG Papua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of PRT Portugal PRY Paraguay PSE Palestinian Territory Occupied PYF French Polynesia QAT Qatar Re REU Reunion	ROU Romania
			RUS Russian Federation
			RWA Rwanda
			SAU Saudi Arabia Kingdom Of
			SDN Sudan
			SEN Senegal
			SGP Singapore
			SGS Sth Georgia & Sth Sandwich Isl
			SHN St Helena
			SJM Svalbard & Jan Mayen
			SLB Solomon Islands
			SCG Serbia & Outlying
			SLE Sierra Leone
			SLV El Salvador
			SMR San Marino
			SOM Somalia
			SPM St Pierre And Miquelon
			SRB Serbia
			STP Sao Tome And Principe
			SUR Suriname
			SVK Slovakia
			SVN Slovenia
			SWE Sweden
			SWZ Swaziland
			SYC Seychelles
			SYR Syrian Arab Republic
			TCA Turks & Caicos Islands
			TCD Chad
			TGO Togo
			THA Thailand
			TJK Tajikistan
			TKL Tokelau
			TKM Turkmenistan
			TLS East Timor
			TMP East Timor
			TON Tonga
			TTO Trinidad & Tobago
			TUN Tunisia
			TUR Turkey
			TUV Tuvalu
			TWN Taiwan
			TZA Tanzania United Republic of
			UGA Uganda
			UKR Ukraine
			UMI United States Minor
			URY Uruguay
			USA United States of America
			UZB Uzbekistan
			VNM Vietnam
			VUT Vanuatu
			WLF Wallis & Futuna
			WSM Samoa
			YEM Yemen
			YMD Yemen Democratic
			YUG Yugoslavia Socialist Fed Rep
			ZAF South Africa
			ZAR Zaire
			ZMB Zambia
			ZWE Zimbabwe

==> picture [210 x 96] intentionally omitted <==

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 AEDT on Monday 19 October 2020.

 TO VOTE ONLINE STEP 1: VISIT https://www.votingonline.com.au/cg1agm2020 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

==> picture [15 x 15] intentionally omitted <==

BY SMARTPHONE

==> picture [77 x 59] intentionally omitted <==

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 AEDT on Monday, 19 October 2020. 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/cg1agm2020
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 as a Virtual meeting on Wednesday, 21 October 2020 at 11:00am AEDT 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 Resolutions 1 & 7-9, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolutions 1 & 7-9 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 Resolutions 1 & 7-9). 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 David Mazyck
Resolution	3	Ratification of issue of Shares
Resolution	4	Ratification of issue of Placement Shares
Resolution	5	Ratification of issue of Options
Resolution	6	Approval of Employee Option Plan
Resolution	7	Approve issue of Options to Warren Murphy
Resolution	8	Approve issue of Options to David Mazyck
Resolution	9	Approve issue of Options to Matthew Driscoll
Resolution	10	Approval of additional 10% Placement Capacity
Special

==> picture [96 x 269] intentionally omitted <==

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 / / 2020

AI assistant

CARBONXT GROUP LIMITED — AGM Information 2020

64640_rns_2020-09-17_49c70fdd-75c9-4ccb-854e-be6115f87efc.pdf

Notice of Annual General Meeting

Table of Contents

Key Dates (AEDT)

Corporate Directory

Directors

Registered Office

Share Registry

Auditor

Australian Legal Adviser

By Order of the Board

Matthew Driscoll Chairman

2.1 Agenda items

ORDINARY BUSINESS

To Receive the Financial Statements for the Year Ended 30 June 2020

Resolution 1 – Adoption of the Remuneration Report

Voting Exclusion Statement:

Resolution 2 – Re-election of Director - Mr David Mazyck

Resolution 3 – Ratification of issue of Shares

Voting Exclusion Statement:

Resolution 4 – Ratification of issue of Placement Shares

Voting Exclusion Statement:

Resolution 5 – Ratification of issue of Options

Voting Exclusion Statement:

Resolution 6 – Approval of Employee Option Plan

Voting Exclusion Statement:

Resolution 7 – Approve issue of Options to Warren Murphy

Voting Exclusion Statement:

Resolution 8 – Approve issue of Options to David Mazyck

Voting Exclusion Statement:

Resolution 9 – Approve issue of Options to Matthew Driscoll

Voting Exclusion Statement:

Resolution 10 – Approval of additional 10% Placement Capacity

Voting Exclusion Statement:

2.2 Voting Eligibility

2.3 Voting by Proxy

2.4 Virtual participation

Corporate Representative

+61 2 9290 9655

By Order of the Board Matthew Driscoll Chairman

ORDINARY BUSINESS

3.1 Financial Statements

3.2 Resolution 1 – Adoption of the Remuneration Report

Voting consequences

Voting Restrictions

3.3 Resolution 2 - Re-election of Director – Mr David Mazyck

3.4 Resolutions 3 to 5 – Ratification of issue of securities

3.5 Resolution 3 – Ratification of issue of Shares

3.6 Resolution 4 – Ratification of issue of Placement Shares

3.7 Resolution 5 – Ratification of issue of Options

3.8 Resolution 6 – Renewal of and Amendment to the Employee Option Plan

Listing Rule 7.2 Exception 13

Specific information required by Listing Rule 7.2 Exception 13(b)

3.9 Resolutions 7 to 9 – Approve issue of Options to Directors

David Mazyck Vesting :

Matthew Driscoll Vesting :

3.10 Resolution 10 – Approval of additional 10% Placement Capacity

General

Eligibility

(A x D) – E

Where

D is 10%.

Required information

Minimum price

Risk of economic and voting dilution to existing Shareholders

10% Placement Period

Purpose of additional 10% Placement Capacity

Allocation policy

Previous Issue of Securities under ASX Listing Rule 7.1A

Compliance with ASX Listing Rules 7.1A.4 and 3.10.3

Directors' Recommendation

3.11 Enquiries

Online Voting User Guide

Getting Started

Meeting ID: 303117255

Navigating

To ask a Question

If you would like to ask a question:

CARBONXT GROUP LIMITED AGM Information 2020