CARBONXT GROUP LIMITED — Proxy Solicitation & Information Statement 2023

Aug 10, 2023

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Carbonxt Group Limited ACN 097 247 464

Notice of Extraordinary General Meeting

Date: 13 September 2023 Time: 11.00am (AEST) Place: The meeting will be held virtually via an online platform at https://web.lumiagm.com/333-441-577. Further information regarding participation in the meeting is set out section 2.4 of this Notice

This Notice of Meeting is dated 11 August 2023

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	7
4	Glossary	13

Corporate Directory

Directors

Matthew Driscoll Warren Murphy David Mazyck

Company Secretary

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

Laura Newell Rebecca Prince

Registered Office

Key Dates (AEDT)

Key Dates(AEDT)
Due date of lodgement of Proxy Forms	11.00am on 11 September 2023
EGM	11.00am on 13 September 2023

Level 8, 210 George Street SYDNEY, NSW 2000 www.cglimited.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

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 the 2023 Extraordinary General Meeting ( EGM ) of Carbonxt Group Limited, which will be held at the following time and place:

Date 13 September 2023 Time 11.00am (AEST) Place The EGM will be held virtually through an online platform at https://web.lumiagm.com/333-441-577. Further information on how to do this is set out at section 2.4 of this Notice and the User Guide.

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.

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 11.00am (AEST) on 11 September 2023 to be valid for the EGM.

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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2 Notice of Meeting

Notice is hereby given that the 2023 Extraordinary General Meeting of Carbonxt Group Limited (the Company ) will be held virtually via an online platform at https://web.lumiagm.com/333-441-577 on 13 September 2023 at 11.00am (AEST) ( Meeting ).

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

Resolution 1 – Approval to issue Warrants

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

“ That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 64,000,000 warrants to Pure Asset Management Pty Limited ( Pure ) 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 is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Pure) or an associate of that person (or 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 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.

Resolutions 2 a), b) & c) – Ratification of issue of Employee Shares

To consider and, if thought fit, to pass the following Resolutions as ordinary resolutions:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of:

• a) 210,779 Shares on 19 December 2022 to Rebecca Prince;

• b) 408,122 Shares on 19 December 2022 to Dennis Baranik; and c) 125,700 Shares on 1 February 2023 to Dennis Baranik,

on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolutions 2 a), b) and c) by or on behalf of Rebecca Prince and Dennis Baranik or an associate of Rebecca Prince and Dennis Baranik.

• 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

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• 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 (AEST) on 11 September 2023.

• 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.

• 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 11.00am (AEST) on 11 September 2023.

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.

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• (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) Online: https://www.votingonline.com.au/cg1egm23

• (ii) In person: Level 8, 210 George Street, Sydney NSW 2000

• (iii) By mail: Boardroom Pty Ltd, GPO Box 3993, Sydney NSW 2001

• (iv) By facsimile +61 2 9290 9655

Any Proxy Form received later than 48 hours before the commencement of the Meeting (11.00am (AEST) on 11 September 2023) will not be valid for the Meeting.

2.4 Virtual participation

In accordance with clause 28.4 of the Company's constitution, the Chairman has determined that the EGM be held through an online platform.

Shareholders can participate in the EGM online from their computer or mobile device, by entering the URL in their browser: https://web.lumiagm.com.

To participate in the EGM online, you can log in to the meeting by entering:

• the meeting ID for the online EGM, which is 333-441-577;

• your username is your Voting Access code (VAC), which is located on 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 of their registered holding address. A full list of country codes can be found at the end of the user guide.

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.

Shareholders participating in the Meeting using the online platform will be able to cast direct votes between the commencement of the EGM (11.00am AEST on 13 September 2023) and the closure of voting as announced by the Chairman during the EGM.

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.

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 virtually via an online platform at https://web.lumiagm.com/333-441-577 on 13 September 2023 at 11.00am (AEST).

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 Resolution 1 – Approval to issue Warrants

The Company had an existing loan from Pure for the amount of approximately $5.5 million (PreExisting Loan). In its notice of annual general meeting dated 31 October 2022 as resolution 3, the Company sought shareholder approval for the purposes of ASX Listing Rule 7.1, to issue 64,000,000 warrants to Pure in connection with the refinancing of the Pre-Existing Loan. At the 30 November 2022 meetings, shareholders approved this issue of warrants to Pure, however no warrants were issued or have been issued to Pure in connection with the refinance of the Pre-Existing Loan. No warrants have been issued to Pure because the terms of the Kentucky Joint Venture, which is connected to and the key purpose of the refinance, could not be finalised before the shareholder approval "expired". When shareholders approve an issue of securities for the purposes of Listing Rule 7.1 (like the Shareholders did at the 30 November 2022 meeting), Listing Rule 7.3.4 states that the issues of securities, must be issued no later than 3 months after the date of the meeting.

In late May 2023, and as announced to market on 31 May 2023, the Company finalised its negotiations with Pure in connection with the refinance and Kentucky Carbon Processing, LLC in connection with the Kentucky Joint Venture and is now "re-seeking" shareholder approval for the issue of 64,000,000 warrants. As detailed below, the new Loan facility is for an amount of $15 million which, after paying back the Pre-Existing Loan, makes available to the Company an amount of $9.5 million (before costs).

The Company has entered into a deed of amendment and restatement with Pure, amongst others, under which the Pre-Existing Loan is refinanced and Pure makes available to the Company a secured term loan facility (Loan Facility) the terms of which are summarised below.

Facility Terms
FacilityAmount	$15,000,000(being $9,500,000 afterpayingback the Pre-ExistingLoan)
Purpose/ Use of Funds	The Loan must be applied: (a) first, towards full payment/ refinance of outstanding fees; (b) second, funding the Kentucky Joint Venture; (c) third, towards acquisitions and product development, and (d) fourth, towards working capital and general corporate purposes, or suchotherpurposes approved byPurein writing
Repayment Date	48 months after utilisation
Utilisation Date	31 May2023
EstablishmentFee	3.00% of the FacilityAmount, payable on the utilisation date

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	Interest Rate		9.50%per annum(14.00%per annum followingan event of default)	9.50%per annum(14.00%per annum followingan event of default)	9.50%per annum(14.00%per annum followingan event of default)	9.50%per annum(14.00%per annum followingan event of default)
	Financial Covenants		(a) Cash balance to be greater than A$3,000,000 at all times. (b) Cash balance to be greater than A$5,500,000 during certain periods. (c) Beginning 30 July 2024, Net Debt / trailing 6m EBITDA must be below 8x, tested quarterly. (d) Trailing 12-month EBITDA greater than A$7,000,000 as at 30 July2025.
	Ranking and Security		The loan will be secured by a first ranking general security interest over the assets of the Company and its subsidiaries
	Warrant Terms
	Warrants – Listing Rule 7.3 information		Number of Warrants to be issued & exercise price The Company shall be required to issue 64,000,000 warrants (Warrants) to Pure or its nominees with an exercise price (Exercise Price) being the lower of the following: (a) Exercise Price relating to each individual Warrant Shares tranche: i) 18,000,000 exercisable at $0.18 ii) 16,000,000 exercisable at $0.22 iii) 15,000,000 exercisable at $0.26 iv) 15,000,000 exercisable at $0.30 (b) If the Company makes an issue of equity securities (or a series of consecutive issuances of equity securities in any period not exceeding 12 months) and the diluted amount of those equity securities (in aggregate) exceeds 15% of the number of Company shares on issue immediately before the announcement of the issue or first issuance: i) the Adjusted Price; or ii) in the case of a series of issuances, the volume weighted Adjusted Price in relation to those issuances. The Adjusted Price is the price calculated in accordance with the following formula: (A + B) / C where: A = market capitalisation of the Issuer on the trading day prior to the announcement of the issue of equity securities; B = the number of equity securities the subject of the issue multiplied by their issue price; and C = the number of Shares on issue immediately before the announcement of the issue of equity securities plus the diluted amount of the issued equity securities issued. The Warrant Exercise Price adjustment mechanism does not apply to equity issuances above the exercise price. The table below demonstrates the Warrant Exercise Price adjustment mechanism if the Company were to conduct a placement. This example assumes that the Company’s issued capital is 275,298,873: Market Capitalisation @ $0.10 Shares issued under 20% placement Issue Price Adjusted Price of Warrants
			Market Capitalisation @ $0.10	Shares issued under 20% placement	Issue Price	Adjusted Price of Warrants

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	$ 27,529,887 44,444,444 $0.09 $0.0986 $ 27,529,887 50,000,000 $0.08 $0.0969 $ 27,529,887 57,142,857 $0.07 $0.0948 Upon exercise, each Warrant converts into one Share, which will rank equally with all other Shares on issue. Restructure of Capital: The rights of an option holder will be changed to the extent necessary to comply with the listing rules applying to a reorganisation of capital at the time of the reorganisation. Participation in new issues of underlying Shares: A Warrant holder cannot participate in new issues without first exercising the Warrant. Dividends & Voting Rights: Warrants do not confer dividend or voting rights until those Warrants are exercised into Shares. The Warrants exercised into Shares will be satisfied by the issue of new Shares. Exercise Period The period commencing on the date of the Warrant and expiring at 5.00pm AEST on the date that is 7 days prior to the Repayment Date. The Repayment Date being 48 months after date of utilisation of the facility. Issue Date of Warrants The Warrants will be issued as soon as possible following the Meeting and no later than three months after the date of the meeting.
Partial Exercise	Holder may exercise a Warrant in respect of all of the Warrant Shares or any number of Warrant Shares equal to or greater than $1,000,000 divided bythe Exercise Price.
Transfer	Warrants are transferable in parcels of the lesser of: (a) 13,000,000 to Australian resident who are sophisticated investors; and (b) thefull remaining amount undertheWarrantDeed.
Royalty Terms
Term	From the date of the restated facility agreement (being 23 May 2023) untiltheroyaltyis"bought out"(details below)
Royalty Amount	During the term, the Company must pay Pure 5% of all cash or cash equivalents received by the Company (or its subsidiaries) on account of or related to the Company's entitlements under the Kentucky Joint Venture.
Buy Out - Timing	The Company may "buy out" and thereby end the royalty arrangement with Pure on the earlier of the date which is 36 months from the second utilization date and the date on which the board recommends a takeover occurs. For the avoidance of doubt, if a takeover is approved by the board, the Company must buy out the royalty, whereas after date which is 36 months from the second utilization date the Company may elect to buy out the royalty at any time provided the Company owes Pure (under the refinanced loan facility) less than A$7,500,000. If all or substantially all of the Company's assets are sold (other than as a result of an internal reorganization), the Company must buy out and thereby end theroyalty arrangementwith Pure.

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		P a
Buy Out – Price		To buy out the royalty, the Company must pay an amount equal to the total royalties paid (or payable) to Pure in the last 4 quarters multiplied by 5.
Ranking and Security		Pure's right to receive royalties will be secured by a separate first ranking general security interest over the assets of the Company and its subsidiaries

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 shares it had on issue at the start of that period. The issue of warrants does not fit within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under Listing Rule 7.1.

The Resolution seeks the required Shareholder approval to issue the warrants under for the purposes of Listing Rule 7.1.

If the Resolution is passed, the Company will be able to proceed to issue the warrants. In addition, the associated warrants will be excluded from the calculation of the number of equity securities that Company can issue without Shareholder approval under Listing Rule 7.1.

As the restated loan facility, warrant deed and royalty deed have already been signed, if the Resolution is not passed, the Company:

• will not be able to proceed with the issue of all of the 64,000,000 warrants; and

• will be required to reimburse Pure for the full economic value of those warrants which are not issued to Pure (calculated using a Black & Scholes methodology and as at any date between 31 August 2023 to 31 December 2026 as selected by Pure) and any other cost, expense, loss or liability incurred by Pure as a result of or in connection with the Company's failure to obtain approval under this Resolution. As Pure may select a date in the future and the economic value of the warrants is connected to the value of the Shares, the total value of the amount for which the Company must indemnify Pure if this Resolution is not passed is not known and cannot be calculated as at the date of this notice.

Directors' Recommendation

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

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

• 3.2 Resolutions 2 a), b) & c) – Ratification of issue of Employee Shares

• In December 2022 and February 2023, the Company issued a total of 744,601 Shares under the Company’s 15% capacity as per Listing Rule 7.1 to Rebecca Prince and Dennis Baranik (Employee Shares). These Employee Shares were salary sacrifice Shares issued to employees in the US as an employee incentive but outside the Company's existing option plan which has been approved by shareholders. 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.

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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 Employee Shares being considered under these Resolutions do not fit within any of these exceptions and, as they have not yet been approved by the Company’s Shareholders, the Employee Shares 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, these Resolutions seek Shareholder approval to the issue of the Employee Shares under and for the purposes of Listing Rule 7.4.

If these Resolutions are passed, the Employee Shares subject to the approved Resolutions 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 any of these Resolutions are not passed, the Employee Shares subject to the voted down Resolutions 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 12month period following the issue date.

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

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Total number of securities Total Shares Issued: 744,601 Shares issued 210,779 Shares to Rebecca Prince 533,822 Shares to Dennis Baranik

Date on which securities were 19 December 2022 – 618,901 Shares issued - 210,779 Shares to Rebecca Prince (Resolution 2a) - 408,122 Shares to Dennis Baranik (Resolution 2b) 7 April 2023 – 125,700 Shares to Dennis Baranik (Resolution 2c)

Allottees of the securities and Deemed issue price of securities	Rebecca Prince and Dennis Baranik	Rebecca Prince and Dennis Baranik
	Price/ share	Rebecca Prince	Dennis Baranik
	$0.123	67,057	85,833
	$0.106	80,771	103,386
	$0.103	62,951	112,808
	$0.105	0	106,095
	$0.087	0	125,700
	Total	210,779	533,822

Terms of securities The Shares were issued to the employees located in the US under a salary sacrifice share award.

The Shares are fully paid ordinary shares quoted on the ASX.

The intended use of the funds No consideration was payable by Rebecca Prince or Dennis Baranik and and consideration therefore no funds were raised from the issue of the Employee Shares, as the Employee Shares were issued to employees of the Company under a salary sacrifice award.

Directors’ Recommendation

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

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

3.3 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 GroupLimited(ACN 097 247 464).
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.
EGMorMeeting	The extraordinary general meeting of the Company to be held at the time and place specified in Section 2 of this Notice.
Employee Shares	Shares issued to US based employees under a salarysacrifice arrangement
Explanatory Statement	The explanatorystatement set out in Section 3.
Kentucky Joint Venture	The Company's joint venture with Kentucky Carbon Processing, LLC to establish an activated carbonplant details of which were announced on 31 May2023.
NoticeorNotice of Meeting	This document, comprising the notice of general meeting, the explanatory statement and all annexures.
Option	Means options issued under the Option to acquire a share in the Company
Proxy Form	Theproxyform accompanyingthe Notice.
Pure	Pure Asset Management PtyLimited
Resolution(s)	Theproposed Resolution(s)set out in Section 2.1.
Share	A fully paid ordinaryshare in the capital of the Company.
Share Registry	Boardroom PtyLtd.
Shareholder	A holder of a Share.
User Guide	The LUMI Virtual EGM instructions are set out in the Annexure of this Notice.

Carbonxt Group Limited - Notice of Extraordinary General Meeting 2023

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All Correspondence to:

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

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am (AEST) on Monday 11 September 2023.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/cg1egm23 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

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

Appointment of a Second Proxy

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

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

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

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

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

STEP 4 LODGEMENT

To appoint a second proxy you must:

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

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

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

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

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am (AEST) on Monday 11 September 2023. 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/cg1egm23  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 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 Extraordinary General Meeting of the Company to be held virtually via the LUMI link https://web.lumiagm.com/333-441-577 on Wednesday, 13 September, 2023 at 11:00am (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 intends to vote undirected proxies in favour of each of the items of business.

	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 calculatingthe required majorityif apoll is called.

For Against Abstain*

Resolution 1 Approval to issue Warrants Resolution 2a Ratification of issue of Employee Shares – 210,779 Shares on 19 December 2022 to Rebecca Prince Resolution 2b Ratification of issue of Employee Shares – 408,122 Shares on 19 December 2022 to Dennis Baranik

Resolution 2c Ratification of issue of Employee Shares - 125,700 Shares on 1 February 2023 to Dennis Baranik

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STEP 3 SIGNATURE OF SECURITYHOLDERS

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2023

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ONLINE SHAREHOLDERS’ MEETING GUIDE 2023

Attending the EGM virtually

If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

To access the meeting:

Visit web.lumiagm.com/333-441-577 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Meeting ID: 333-441-577

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 10:00am AEST, Wednesday 13[th] September 2023

Using the Lumi EGM platform:

ACCESS

The 1[st] page of the platform will ask in what capacity you are joining the meeting.

Shareholders or appointed proxies should select

“Shareholder or Proxyholder”

Guests should select “Guest”

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CREDENTIALS

Shareholders/Proxys

Your username is your Voting Access Code and your password is your Postcode or Country Code , or, for Non-Australian residents, your 3-letter country code.

Proxy holders should obtain their log in credentials from the registrar by calling 1300 737 760 or +61 2 9290 9655

Voting Access Code (VAC) Postcode or Country Code

Guests

Please enter your name and email address to be admitted into the meeting.

Please note, guests will not be able to ask questions or vote at the meeting .

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NAVIGATION

Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast.

If viewing on a computer the webcast will appear at the side automatically once the meeting has started.

On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.

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During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.

VOTING

The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.

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Selecting this tab will open a list of all resolutions and their voting options.

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Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.

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To reduce the webcast to its original size, select the X at the top of the broadcast window.

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To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.

To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.

There is no need to press a submit or send button. Your vote is automatically counted.

Voting can be performed at any time during the meeting until the Chair closes the poll.

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QUESTIONS

Any shareholder or appointed proxy is eligible to ask questions.

If you would like to ask a question. Select the messaging tab.

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Messages can be submitted at any time from the start of the meeting, up until the Chair closes the Q&A session.

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Received
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Select the “Ask a Question” box and type in your message.

Once you are happy with your message, select the send icon.

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Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.

Asking Audio Questions

If you are a shareholder or proxy you can ask a verbal question. Dial by your location below: +61 7 3185 3730 Australia +61 8 6119 3900 Australia +61 8 7150 1149 Australia +61 2 8015 6011 Australia +61 3 7018 2005 Australia

Find your local number: https://us06web.zoom.us/u/kbuBC7fhOb

Once dialled in you will be asked to enter a meeting ID. Please ensure your webcast is muted before joining the call.

You will be asked for a participant pin however simply press # to join the meeting. You will be muted upon entry. To ask a question press 9 to signal the moderator. Once your question has been answered your line will be muted. Feel free to either hang up or stay on the line. For additional questions press 9 to signal the operator.

Meeting ID: 333-441-577

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 10:00am AEST, Wednesday 13[th] September 2023

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Country Codes

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

ABWAruba AFGAfghanistan AGOAngola AIA Anguilla ALA Aland Islands ALB Albania ANDAndorra ANTNetherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASMAmerican Samoa ATA Antarctica ATF French Southern ATGAntigua & Barbuda AUSAustralia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BENBenin ~~BFA~~ Burkina Faso BGDBangladesh BGR Bulgaria BHRBahrain BHS Bahamas ~~BIH~~ Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOLBolivia BRA Brazil BRBBarbados BRN Brunei Darussalam BTN Bhutan BURBurma BVT Bouvet Island BWABotswana CAF Central African Republic CANCanada CCKCocos (Keeling) Islands CHESwitzerland CHL Chile CHNChina ~~CIV~~ ~~Cote D’ivoire~~ CMRCameroon CODDemocratic Republic of Congo COK Cook Islands COLColombia COMComoros CPV Cape Verde CRI Costa Rica CUBCuba CYMCayman Islands CYP Cyprus ~~CXRChristmas Island~~ ~~CZECzech Republic~~ ~~DEUGermany~~ DJI Djibouti ~~DMADominica~~ DNKDenmark DOMDominican Republic	DZAAlgeria ECUEcuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FROFaroe Islands FSMMicronesia GAB Gabon GBR United Kingdom GEOGeorgia GGY Guernsey GHAGhana GIB Gibraltar GIN Guinea GLP Guadeloupe GMBGambia GNBGuinea-Bissau GNQEquatorial Guinea GRCGreece GRDGrenada GRL Greenland GTMGuatemala GUFFrench Guiana GUMGuam GUY Guyana HKG Hong Kong HMDHeard & Mcdonald Islands HNDHonduras HRV Croatia HTI Haiti HUNHungary IDN Indonesia ~~IMN~~ Isle Of Man ~~IND~~ ~~India~~ IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ~~ISM~~ ~~Isle of Man~~ ISL Iceland ISR Israel ITA Italy JAM Jamaica ~~JEY~~ ~~Jersey~~ JOR Jordan ~~JPN~~ ~~Japan~~ KAZKazakhstan KENKenya KGZKyrgyzstan KHMCambodia KIR Kiribati ~~KNASt Kitts And Nevis~~ KOR Korea Republic of KWTKuwait LAOLaos LBN Lebanon	LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MACMacao MAFSt Martin MARMorocco MCOMonaco MDARepublic Of Moldova MDGMadagascar MDVMaldives MEXMexico MHLMarshall Islands MKDMacedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMRMyanmar MNEMontenegro MNGMongolia MNPNorthern Mariana Islands MOZMozambique MRT Mauritania MSR Montserrat MTQMartinique MUSMauritius MWIMalawi MYS Malaysia MYT Mayotte NAMNamibia NCL New Caledonia NERNiger NFK Norfolk Island NGANigeria NIC Nicaragua NIU Niue NLDNetherlands NORNorway Montenegro NPL Nepal NRUNauru NZL New Zealand OMNOman PAK Pakistan PANPanama PCNPitcairn Islands PER Peru PHL Philippines PLWPalau PNGPapua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of ~~PRT~~ ~~Portugal~~ PRY Paraguay PSE Palestinian Territory Occupied PYF FrenchPolynesia QATQatar REU Reunion	ROURomania
			RUS Russian Federation
			RWARwanda
			SAU Saudi Arabia Kingdom Of
			SDNSudan
			SEN Senegal
			SGPSingapore
			SGS Sth Georgia & Sth Sandwich Isl
			SHNSt Helena
			SJM Svalbard & Jan Mayen
			SLB Solomon Islands
			SCGSerbia & Outlying
			SLE Sierra Leone
			SLV El Salvador
			SMR San Marino
			SOMSomalia
			SPMSt Pierre And Miquelon
			SRB Serbia
			STP Sao Tome And Principe
			SUR Suriname
			SVK Slovakia
			SVN Slovenia
			SWESweden
			SWZSwaziland
			SYC Seychelles
			SYR Syrian Arab Republic
			TCA Turks & Caicos Islands
			TCDChad
			TGOTogo
			THA Thailand
			TJK Tajikistan
			TKL Tokelau
			TKMTurkmenistan
			TLS Timor-Leste
			TMPEast Timor
			TONTonga
			TTO Trinidad & Tobago
			TUNTunisia
			TUR Turkey
			TUV Tuvalu
			TWNTaiwan
			TZA Tanzania United Republic of
			UGAUganda
			UKRUkraine
			UMI United States Minor
			URY Uruguay
			USAUnited States of America
			UZB Uzbekistan
			VNMVietnam
			VUT Vanuatu
			WLFWallis & Futuna
			WSMSamoa
			YEMYemen
			YMDYemen Democratic
			YUGYugoslavia Socialist Fed Rep
			ZAF South Africa
			ZAR Zaire
			ZMBZambia
			ZWEZimbabwe