CRYOSITE LIMITED — AGM Information 2020

Oct 22, 2020

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Notice of 2020 Annual General Meeting

ACTIONS TO BE TAKEN BY SHAREHOLDERS

Notice is given that the 2020 Annual General Meeting of Cryosite Limited will be held at:

10.00am (AEDT) Tuesday, 24 November 2020 At the offices of Stone & Chalk Level 4, 11 York Street Sydney NSW 2000

Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Eligibility to attend and vote

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (AEDT) on Sunday, 22 November 2020.

Last date to submit Proxy Form

Your completed Proxy Form must be received by the Share Register, Link Market Services Limited, no later than 10.00am (AEDT) on Sunday, 22 November 2020. Please complete and sign the enclosed Proxy Form, returning:

By mail Locked Bag A14, Sydney South, NSW, 1235. A return envelope is provided. Online Visit the Share Registry’s website, www.linkmarket services.com.au. You will need your security holder Reference Number (SRN) or Holder Identification Number (HIN) which is shown on the Proxy Form.

In person To the Share Registry, 1A Homebush Bay Drive, Rhodes NSW 2138 (delivery should be made during business hours, from 9.00am to 5.00pm Monday to Friday).

Appointing a proxy

You can appoint a proxy to attend and vote on your behalf as an alternative to attending the meeting in person or casting a direct vote.

To appoint a proxy, please write the name of the appointed proxy in the box on the proxy form. You can direct your proxy how to vote on Items 1 to 2 by marking “For”, “Against” or “Abstain”.

A proxy does not need to be a shareholder of the Company. A proxy may be an individual or a company. You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Forms and specify the percentage or number of votes each proxy is appointed to exercise. If you do not specify a percentage or number, each proxy may exercise half of the votes. You must return both Proxy Forms together. If you require additional Proxy Forms, please contact the Share Register on +61 1300 554 474.

If you sign the enclosed Proxy Form, and mark the box against the Chairman, the Chairman will be appointed as your proxy.

If you appoint a proxy, you may still attend the meeting. However, your proxy’s right to vote and speak will be suspended while you are present.

Attending the meeting in person

Eligible shareholders may attend the meeting and vote in person.

If you intend to attend the meeting in person, you do not need to submit a Proxy Form.

You may still attend the meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will suspend your proxy appointment while you are present at the meeting.

Please bring your Proxy Form with you as it will help you to register your attendance at the meeting. If you do not bring your Proxy Form with you, you can still attend the meeting, but the Company will need to verify your identity. Please arrive 20 minutes prior to the start of the Annual General Meeting on the date and at the venue set out above.

Voting by Corporate Representative

A shareholder that is a corporation may appoint an individual to act as its representative to vote at the meeting in accordance with section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed. The appropriate “Appointment of Corporate Representative” form should be completed and produced prior to admission to the meeting. This form may be obtained from the Share Registry.

Impact of your proxy appointment on your voting instructions

If you appoint the Chairman as your proxy and have not directed him how to vote, you are authorising the Chairman to cast your undirected vote on all proposed Resolutions in accordance with his intentions set out below.

If you appoint a member of the Company’s Key Management Personnel (or a Closely Related Party) as your proxy, they will not be able to vote your proxy on the Remuneration report unless you have directed them how to vote. ‘Key Management Personnel’ and ‘Closely Related Party’ are defined in the Glossary.

If you intend to appoint a KMP or the Chairman as your proxy, you are encouraged to direct them how to vote by marking “For”, “Against” or “Abstain” for each of those items of business.

The Chairman’s voting intentions

The Chairman intends to vote undirected proxies on, and in favour of, all the proposed Resolutions. If there is a change to how the Chairman intends to vote undirected proxies, the Company will make an announcement to the market.

The Chairman’s decision on the validity of a vote cast by a proxy or vote cast in person, is conclusive.

2020 ANNUAL GENERAL MEETING NOTICE

Notice is given that the 2020 Annual General Meeting of Cryosite Limited will be held at 10.00 am (AEDT) on Tuesday, 24 November 2020 at the offices of Stone & Chalk, Level 4, 11 York Street, Sydney NSW 2000 for transacting the business set out in this Notice.

The Explanatory Statement to this Notice of Meeting forms part of the Notice and provides additional information on matters to be considered at the Annual General Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

ITEMS OF BUSINESS

Ordinary business

1. Financial Report, Directors’ Report and Auditor’s Report

To receive and consider the Company’s Financial Report, the Directors’ Report and the Auditor’s Report (as contained in the 2020 Annual Report) in respect of the financial year ended 30 June 2020.

2. Resolution 1 – Adoption of 2020 Remuneration Report

To consider and, if thought fit, to pass (with or without amendment) the following resolution as a nonbinding resolution :

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report (as contained in the Company’s 2020 Annual Report) in respect of the financial year ended 30 June 2020.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

Voting exclusion statement

In accordance with section 250R of the Corporations Act, the Company will disregard any vote cast on Resolution 1 by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member.

However, the Company need not disregard a vote if:

• it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chairman of the Meeting and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

• it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party or such member.

Further, a restricted voter who is appointed as a proxy will not vote on this Resolution unless:

• the appointment specifies the way the proxy is to vote on Resolution 1; or

• the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chairman intends to vote any undirected proxies in favour of Resolution 1. In exceptional circumstances, the Chairman of the Meeting may change their voting intention on this Resolution, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chairman to vote against Resolution 1 or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

3. Resolution 2 - Re-Election of Ms Nicola Swift

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

“That, in accordance with clause 60.1 of the Company’s Constitution and for all other purposes, Ms Nicola Swift, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers herself for re-election, be re-elected as a Director of the Company.”

By Order of the Board

Bryan Dulhunty Chairman 21st October 2020

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide Shareholders with information which the Directors believe to be material in deciding whether to pass the Resolutions.

This Explanatory Statement should be read in conjunction with the accompanying Notice and is a brief explanation of the matters for which Shareholder approval is sought in each Resolution.

2020 FINANCIAL REPORT, DIRECTORS’ REPORT AND AUDITOR’S REPORT

The first agenda item is to receive and consider the audited Annual Report of the Company for the financial year ended 30 June 2020. The Annual Report has been approved by the Directors and audited by the Company’s independent auditor.

Section 317 of the Corporations Act requires the Financial Report, the Directors’ Report and the Auditor’s Report to be presented to the Shareholders at the Annual General Meeting.

Copies of the 2020 audited Annual Report have been mailed to all registered Shareholders who have opted to receive such materials. The report can also be found on the Company’s website at www.cryosite.com.

Although there is no requirement for the reports to be approved by Shareholders, in accordance with sections 250S and 250T of the Corporations Act, Shareholders will have a reasonable opportunity at the Annual General Meeting to bring questions forward and make comments on the reports and management of the Company.

Shareholders will also have a reasonable opportunity to ask the auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company and the independence of the auditor.

Shareholders who are unable to attend the Annual General Meeting can submit written questions under section 250PA of the Corporations Act to the management of the Company and/or the Auditor. The questions will need to be submitted no later than five (5) business days before the Annual General Meeting (no later than Tuesday, 17 November 2020) to the address listed on the Proxy Form.

RESOLUTION 1 ADOPTION OF 2020 REMUNERATION REPORT

In accordance with section 250R(2) of the Corporations Act, at a listed company’s Annual General Meeting a resolution that the Remuneration Report be adopted must be put to the vote. The Remuneration Report is incorporated into the Directors’ Report contained in the Company’s 2020 Annual Report. The Remuneration Report sets out the remuneration policy of the Company and reports the current remuneration arrangements for the Directors and senior management of the Company in accordance with section 300A of the Corporations Act. The Remuneration Report can be accessed at www.cryosite.com.

The Remuneration Report:

• sets out the remuneration arrangements for each director and any service agreements;

• explains the Board’s policies in relation to the objectives and structure of remuneration paid to Directors; and

• provides details of any equity-based compensation.

The Directors believe that the Company’s remuneration policies and structures as outlined in the Remuneration Report are appropriate for the size of the Company, its business and objectives.

In accordance with section 250SA of the Corporations Act, Shareholders present at the Annual General Meeting will be given an opportunity by the Chairman to ask questions about or make comment on the 2020 Remuneration Report.

Resolution 1 is advisory only and the outcome does not bind either the Company or the directors of the Company.

A failure of Shareholders to pass Resolution 1 will not require the directors to alter any of the arrangements in the Remuneration Report. However, the Board will consider the outcomes of the votes when considering the future remuneration arrangements of the Company.

Under the Corporations Act, if 25% or more of the votes cast are against the adoption of the Remuneration Report at two consecutive meetings, Shareholders will be required to vote at the second of those meetings on a resolution (a “spill resolution”) as to whether the Board should be put up for re-election. If the spill resolution is passed, another meeting must be held within 90 days at which all of the Company’s Directors (other than the Executive Chairman) who were in office at the date of approval of the applicable Directors’ Report must stand for re-election.

Previous voting results

Neither the 2018 nor the 2019 Remuneration Report received a vote of more than 25% against its adoption at the Company’s annual general meetings held on 23 November 2018 and 1 November 2019. Accordingly, if at the 2020 Annual General Meeting at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a spill resolution to Shareholders.

Pursuant to the Corporations Act, the Directors and other restricted voters may not vote on this Resolution and may not cast a vote as proxy unless the appointment gives a direction on how to vote or the proxy is given to the Chairman and expressly authorises the Chairman to exercise the proxy, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chairman intends to exercise any such proxies to vote in favour of the Resolution. In exceptional circumstances, the Chairman may change his voting intention on Resolution 1, in which case an ASX announcement will be made.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution.

Recommendation of Board

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

Resolution 2

Re-Election of Director through Rotation

Resolution 2 seeks approval for the re-election of Ms Nicola Swift as non-executive Director with effect at the conclusion of the Annual General Meeting.

In accordance with ASX Listing Rule 14.4, a director of an entity must not hold office without re-election past the third annual general meeting following the director’s appointment or 3 years, whichever is longer (subject to specified exceptions).

Clause 60.1 of the Company’s Constitution provides that “at the close of each annual general meeting onethird of the Directors or, if their number is not a multiple of three, then the number nearest to but not more than one-third of the Directors, must retire”. The Board of the Company comprises 3 non executive Directors being Mr Bryan Dulhunty, Mr Andrew Kroger, and Ms Nicola Swift). As one Director is required to retire, Ms Swift retires as a Director.

Under clause 60.5 of the Company’s Constitution, and subject to the Corporations Act and the Listing Rules, a retiring Director will be eligible for re-election at the meeting. Accordingly, Ms Nicola Swift offers herself for re-election.

Ms Nicola Swift Non-Executive Director

Qualifications

Ms Swift has a Law degree and Master of Arts (MA) from Trinity College in Dublin and has been a Chartered Financial Analyst (CFA) since 1994.

Experience, expertise and directorships

Ms Swift was appointed as a non-executive Director on 3 November 2016 and re-elected as a non-executive Director on 23 November 2018. She is the Chair of the Remuneration Committee and a member of the Audit and Risk Committee.

Nicola is a former international investment management professional, with over 15 years of experience as an analyst and investment manager based in London, Sydney and Boston. She is currently the CEO of Heads Over Heels, a not for profit, which works with selected SME’s to accelerate their rate of growth.

Prior to Nicola submitting herself for election, she acknowledged to the Company that she would have sufficient time to properly fulfil her duties to the Company.

Independence

If re-elected, the Board considers Ms Swift to be an independent Director.

Recommendation of Board

The Directors of the Company (with Ms Swift abstaining) recommend that Shareholders vote in favour of Resolution 2 to allow the continuity of Ms Swift’s skills, experience and knowledge that she has brought to the Company to date and which will only grow and increase with a further three (3) years of service.

The Chairman intends to vote all undirected proxies in favour of this item.

GLOSSARY

$ means Australian dollars

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting .

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chairman means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations.

Company means Cryosite Limited ACN 86 090 919 476.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Director means a current director of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Key Management Personnel or KMP is defined by AASB 124: Related Party Disclosures as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

Meeting means the annual general meeting to which the Notice relates.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2020.

Resolutions means each of the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Share Registry means

CONTACT INFORMATION

Cryosite Limited 13A Ferndell St, South Granville Sydney NSW 2142

Telephone: +61 2 8865 2000 Email: corporate@cryosite.com

Company Secretary: Mr. Bryan Dulhunty

Shareholder information: www.cryosite.com

Share Registry Link Market Services Limited Level 12 680 George Street Sydney NSW 2000

Telephone:+ 61 1300 554 474 Fax Nos: + 61 2 9287 0309 (for proxy forms only) + 61 2 9287 0303 (general line)

Annual Report To request a copy of the Annual Report, simply contact the Company. Electronic versions of Cryosite’s Annual Report are available at www.cryosite.com

Australian Securities Exchange Listing CTE

LODGE YOUR VOTE

Cryosite Limited ABN 86 090 919 476

ONLINE  www.linkmarketservices.com.au BY MAIL  Cryosite Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Cryosite Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 10:00am on Tuesday, 24 November 2020 at the offices of Stone & Chalk, Level 4, 11 York Street, Sydney NSW 2000. (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 Adoption of Remuneration Report

 * 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 votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

2 Re-election of Nicola Swift as Director

CTE PRX2001C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Sunday, 22 November 2020, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

ONLINE



www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT adjacent or enter the voting link www.linkmarketservices.com.au You may direct your proxy how to vote by placing a mark in one of the your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. BY MAIL  Cryosite Limited APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must:  BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of  BY HAND votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and 1A Homebush Bay Drive (b) return both forms together. Rhodes NSW 2138 SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

• During business hours (Monday to Friday, 9:00am–5:00pm)

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.