CARBONXT GROUP LIMITED — Proxy Solicitation & Information Statement 2020

Mar 30, 2020

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Carbonxt Group Limited ACN 097 247 464

Notice of Extraordinary General Meeting

Date: Friday, 1 May 2020 Time: 11am (Melbourne time) Place: Shaw & Partners, Level 20, 90 Collins Street Melbourne VIC

This Notice of Meeting is dated 31 March 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).

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Table of Contents

1 Chairman's Letter	3
2 Notice of Meeting	4
3 Explanatory Statement	11
4 Glossary	16
Annexure	17

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

Key Dates (Melbourne time)

Due date of lodgement of Proxy Forms	29 April 2020
EGM	11:00am 1 May 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

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1 Chairman's Letter

Dear Shareholder,

I am pleased to invite you to attend an Extraordinary General Meeting ( EGM ) of Carbonxt Group Limited (the Company ), which will be held at the following time and place:

Date Friday 1 May 2020 Time 11am (Melbourne time) Place Shaw & Partners, Level 20, 90 Collins Street Melbourne VIC

The business to be considered at the EGM 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. If you are able to attend the EGM, please bring the enclosed Proxy Form with you to facilitate registration at the EGM.

Due to the rapidly evolving coronavirus (COVID-19) outbreak, the Company encourages shareholders to consider participating in the EGM virtually through an online platform at https://web.lumiagm.com or voting by proxy rather than attending the EGM in person.

We are pleased to provide Shareholders with the opportunity to participate in the EGM virtually through an online platform at https://web.lumiagm.com. 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 EGM on their own computer, vote on Resolutions and ask questions all on the same basis as Shareholders physically present at the EGM.

Shareholders can vote by proxy 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 (Melbourne time) on Wednesday 29 April 2020 to be valid for the EGM.

In the event that the Company is required to make alternative arrangements for the EGM, we will lodge an ASX announcement and update our website.

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

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Matthew Driscoll Chairman

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Notice of Meeting

2

Notice is hereby given that an Extraordinary General Meeting of Carbonxt Group Limited (the Company ) will be held at the offices of Shaw & Partners, Level 20, 90 Collins Street, Melbourne on Friday 1 May 2020 at 11am (Melbourne time) ( Meeting ).

The Company is pleased to provide Shareholders with the opportunity to participate in the Meeting virtually through an online platform at https://web.lumiagm.com. 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 EGM. 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

Resolution 1 – Ratification of previous share issue

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 ratify the issue of 4,153,673 Shares on 7 November 2019 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 subject of the Resolution; or

• An associate of a person who participated in the issue of the Shares that are 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.

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Resolution 2 – Ratification of previous share issue

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 ratify the issue of 6,957,438 Shares on 5 December 2019 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 subject of the Resolution; or

• • An associate of a person who participated in the issue of the Shares that are 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 3 – Ratification of previous share issue

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 ratify the issue of 357,143 Shares on 30 December 2019 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 subject of the Resolution; or

• An associate of a person who participated in the issue of the Shares that are 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:

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• 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 – Approve issue of Shares to Warren Murphy in lieu of Director's fees

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 158,562 Shares 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

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

Resolution 5 – Approve issue of Shares to David Mazyck in lieu of Director's fees

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 158,562 Shares 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

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• 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 – Approve issue of Shares to Matthew Driscoll in lieu of Director's fees

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 158,562 Shares, 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.

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 (Melbourne time) on Wednesday 29 April 2020.

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.

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• 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.

• 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 (Melbourne time) on Wednesday 29 April 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 EGM through an online platform.

Shareholders who wish to participate in the EGM online may do so:

• from their computer, by entering the URL in their browser: https://web.lumiagm.com; or

• from their mobile device by either entering the URL in their browser: https://web.lumiagm.com 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 EGM online, you can log in to the meeting by entering:

• the meeting ID for the online EGM, which is 388-196-628;

• your username is your Boardroom internal S reference number, which is located on 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 their country of their registered holding address.

If you choose to participate in the meeting this way, you will be able to view the EGM live, lodge a direct vote in real time and ask questions online.

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Shareholders participating in the Meeting using the online platform will be able to cast direct votes between the commencement of the EGM (11am Melbourne time on Wednesday 29 April 2020) and the closure of voting as announced by the Chairman during the EGM.

However, Shareholders who elect to participate at the EGM using the online platform (instead of attending the physical meeting at the address specified in this Notice) will not be entitled to the following rights of those Shareholders attending the meeting:

• to be counted as attending or being present at the meeting for any purpose, including for the purpose of determining whether a quorum of two Shareholders is present at the Meeting (clause 31.1 of the constitution of the Company);

• in the case of a vacant chair under clause 32.3 of the constitution of the Company, to participate in the election of a Chairman or to nominate themselves to act as the Chairman of the Meeting; and

• to participate in a vote to adjourn the Meeting (if such vote is requested by the Chairman under clause 34.1 of the constitution of the Company).

More information regarding online participation at the EGM (including how to vote and ask questions online during the EGM) 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.

2.5 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

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Any Proxy Form received later than 48 hours before the commencement of the Meeting (11am Melbourne time) on Wednesday 29 April 2020) will not be valid for the Meeting.

By Order of the Board Matthew Driscoll 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 EGM to be held at the offices of Shaw & Partners, Level 20, 90 Collins Street, Melbourne, Victoria, on Friday 1 May 2020 at 11am (Melbourne 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.

All 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 Note to resolutions 1 to 3

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.

The issues being considered under Resolutions 1 to 3 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 1 to 3 seek Shareholder approval to the issues under and for the purposes of Listing Rule 7.4.

If Resolutions 1 to 3 are passed, the Share 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 1 to 3 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.

3.2 Resolution 1 – Ratification of previous share issue

On 7 November 2019, the Company issued 4,153,673 Shares for $0.36 per Share under the Company’s 15% capacity as per Listing Rule 7.1. In accordance with Listing Rule 7.4, to restore

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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	4,153,673 Shares
issued
Date on which securities	The Shares were issued and allotted on 7 November 2019
were issued
Issue price of securities	The Shares were issued for $0.36 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 revenue

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

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

3.3 Resolution 2 – Ratification of previous share issue

On 5 December 2019, the Company issued 6,957,438 Shares for $0.36 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	6,957,438 Shares
issued
Date on which securities	The Shares were issued and allotted on 5 December 2019
were issued
Issue price of securities	The Shares were issued for $0.36 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 revenue

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The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

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

3.4 Resolution 3 – Ratification of previous share issue

On 30 December 2019, the Company issued 357,143 Shares for $0.56 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	357,143 Shares
issued
Date on which securities	The Shares were issued and allotted on 30 December 2019
were issued
Issue price of securities	The Shares were issued for $0.56 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	Correction of the Company’s issued capital in relation to a prior
funds	capital raise.

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

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

3.5 Resolutions 4, 5 and 6: approval to issue Shares in lieu of Directors fees

In light of the recent global outbreak of Coronavirus, the Company is taking measures to preserve cash. One such measure the Company and Directors have elected to undertake is the issuing of Shares to Directors in lieu of Director's fees. The Directors will each receive $30,000 worth of their annual remuneration in scrip if approved by Shareholders. Accordingly, Resolutions 4, 5 and 6 seek Shareholder approval for the issue of these Shares to the Directors (or their nominees) in lieu of Director's fees.

The issue price of the Shares is calculated as the 10 day VWAP up to and including Tuesday, 24 March 2020 being $0.1892 (18.92 cents). If the Shareholders do not approve Resolutions 4, 5 and 6 the entire Directors remuneration will be paid in cash.

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party. As directors of the Company, Messrs Driscoll, Murphy and Mazyck are each considered to be a related party of the Company under ASX Listing Rule 10.11.1.

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Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares as approval is being obtained under ASX Listing Rule 10.11. The issue of the Shares in lieu of Director's fees will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

In accordance with ASX Listing Rule 10.13, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 10.11, the following information is provided in relation to Resolutions 4, 5 and 6:

Recipients

Mr Warren Murphy or his nominee(s). Mr David Mazyck or his nominee(s). Mr Matthew Driscoll or his nominee(s).

Category under ASX Listing Mr Warren Murphy is the Managing Director of the Company. Rule 10.11 Mr David Mazyck is an Executive Director of the Company. Mr Matthew Driscoll is the Chairman of the Company. Accordingly, all Directors fall within ASX Listing Rule 10.11.1. Total number of Shares to Each Director will be issued 158,562 Shares in lieu of Director's be issued to each Director fees.

Date of issue of Shares If Shareholder approval is obtained for Resolutions 4, 5 and 6, the Company intends to issue the Shares in lieu of Director's fees as soon as reasonably practicable after the Meeting, or in any event within one month after the date of the Meeting.

Price

The issue price of each Share will be the 10 day VWAP up to and including Tuesday, 24 March 2020 being $0.1892 (18.92 cents).

Terms of the Shares

The Shares issued under Resolutions 4, 5 and 6 will rank equally with the ordinary shares already on issue by the Company.

Intended use of the funds	As the Shares will be issued in lieu of Director's fees	As the Shares will be issued in lieu of Director's fees	As the Shares will be issued in lieu of Director's fees	As the Shares will be issued in lieu of Director's fees	outstanding
raised	to the Directors, no funds will be raised			from the issue of Shares
	the subject of Resolutions 4, 5 and 6.
Remuneration package of		Cash and	Super ($)	Shares	Options
each Director		fees ($)
	Warren	219,090	N/A	N/A	N/A
	Murphy
	David	596,952	N/A	N/A	N/A
	Mazyck
	Matthew	132,000	N/A	N/A	N/A
	Driscoll

Voting Exclusion

A voting exclusion statement applies to each Resolution 4, 5 and 6 and are set out in section 2 of this Notice.

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Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. The issue of Shares contemplated by Resolutions 4, 5 and 6 constitutes the provision of a financial benefit to a related party.

An exception to the required to obtain Shareholder approval in accordance with Chapter 2E of the Corporations Act applies where the financial benefit constitutes part of the reasonable remuneration of the related party.

The Board has considered the application of Chapter 2E of the Corporations Act and has resolved that the reasonable remuneration exception provided by section 211 of the Corporations Act is relevant in the circumstances and accordingly, the Company will not also seek approval for the issue of Shares pursuant to section 208 of the Corporations Act.

The Directors recommend, with each Director abstaining in relation to their own remuneration, that Shareholders vote in favour of Resolutions 4, 5 and 6.

3.6 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:

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 extraordinary general meeting.
Company	Carbonxt Group Limited (ACN 097 247 464).
Corporations Act	Corporations Act 2001(Cth) as amended from time to time.
Director	A director of the Company.
EGM, Extraordinary General Meetingor Meeting	The extraordinary general meeting of the Company to be held at the time and place specified in Section 2 of this Notice.
Explanatory Statement	The explanatory statement set out in Section 3.
NoticeorNotice of Meeting	This document, comprising the notice of general meeting, the explanatory statement and all annexures.
Proxy Form	The proxy form accompanying the Notice.
Resolution(s)	The proposed Resolution(s) set out in Section 2.1.
Share	A fully paid ordinary share in the capital of the Company.
Share Registry	Boardroom Pty Ltd.
Shareholder	A holder of a Share.
User Guide	The LUMI Hybrid EGM instructions set out in the Annexure of this Notice.

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Annexure

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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 11am AEST on Wednesday 29 April 2020.

 TO VOTE ONLINE

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BY SMARTPHONE

STEP 1: VISIT https://www.votingonline.com.au/cg1egm STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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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 11am AEST Wednesday 29 April 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/cg1egm  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 ABN 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 Extraordinary General Meeting of the Company to be held at Shaw & Partners, Level 20, 90 Collins Street, Melbourne VIC 3000 on Friday, 1 May 2020 at 11:00 am (AEST) 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.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business. 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 Resolution 1 Ratification of previous share issue – 4,153,673 shares Resolution 2 Ratification of previous share issue – 6,957,438 shares Resolution 3 Ratification of previous share issue – 357,143 shares Resolution 4 Approve issue of Shares to Warren Murphy in lieu of Director’s fees Resolution 5 Approve issue of Shares to David Mazyck in lieu of Director’s fees Resolution 6 Approve issue of Shares to Matthew Driscoll in lieu of Director’s fees

For Against Abstain*

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