Chatham Rock Phosphate Limited — Proxy Solicitation & Information Statement 2022

Oct 26, 2022

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LODGE YOUR PROXY

Online: https://investorcentre.linkmarketservices.co.nz/voting/CRP

Scan & email: meetings@linkmarketservices.com Mail: Use the enclosed reply paid Deliver: envelope or address to : Link Market Services Link Market Services Level 30, PwC Tower, PO Box 91976 15 Customs Street West, Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online

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General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD CHATHAM ROCK PHOSPHATE LIMITED ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting and of Shareholders of Chatham Rock Phosphate Limited (the Company ) will be held at the Company’s office located at Level 1, 93 The Terrace, Wellington New Zealand on Thursday, 17 November 2022 at 5:00pm.

Appointment of proxy

If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement instructions above) to be received by Link Market Services (the share registry), no later than 5:00pm, on Tuesday, 15 November 2022 . You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/CRP or by scanning the QR code above with your smartphone. Your proxy need not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy by entering “Chairman” in the relevant space on the reverse of this form.

Voting of your holding

Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you return this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain from voting (providing the proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting instructions included, but without specifying a person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose of that form, but only to vote to the extent of the voting instructions provided.

Voting Restrictions

Resolution 4 : The Stock Option Plan must be approved by a majority of “disinterested shareholders” entitled to vote in person or by proxy at the Meeting. “Disinterested shareholders” mean all Shareholder of the Company who are not directors, officers, promotors or other insiders of the Company, their associates or affiliates.

Attending the Meeting

If you wish to vote in person, you should attend the Meeting. Please bring this Proxy Form/Admission Card with you to the Meeting to assist with your registration. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy. That person need not also be a shareholder.

Signing instructions for proxy forms

Individual

Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding

Where the holding is in more than one name, either of the joint shareholders may sign the Proxy Form.

Power of Attorney

If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

Corporate Shareholder

In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder (if it has one).

PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder/s of Chatham Rock Phosphate Limited:

hereby appoint ______of_________ (Full Name) (Full Address)

Or failing him/her________of____________ (Full Name) (Full Address)

As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 5.00pm (NZT) on Thursday, 17 November 2022 and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.

Please note: For each resolution you must tick one box.

ORDINARY BUSINESS

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

			Tick (✓) in box to vote
		For	Against
1.	Appointment of Auditor
	To appoint Grant Thornton LLP as the Auditor of the Company for the ensuing year, and
	to authorize the directors to fix the remuneration to be paid to the Auditor
2.	Number of Directors
	To fix the number of directors of the Company for the ensuing year at six (6)
3.	Election of Directors
	a) Chris Castle
	b) Robert Goodden
	c) Linda Sanders
	d) Jill Hatchwell
	e) Ryan Wong
	f) Colin Randall
4.	Annual Approval of the Company’s Stock Option Plan.

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Signed this _________ day of _________2022

Signature _______________

This must be completed

Contact Name:

Daytime contact number:

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide your email address below.