CULLEN RESOURCES LIMITED — AGM Information 2022

Oct 11, 2022

ABN 46 006 045 790

12 October 2022

Dear Shareholder

Important information regarding the 2022 Annual General Meeting

Cullen Resources Limited (ASX: CUL) (Cullen or the Company) advises that its 2022 Annual General Meeting (AGM) will be held as follows:

Time: 10.00 am (AEDT)

Date: Friday 11 November 2022

Location: Boardroom, Ground Floor, 3 Spring Street Sydney NSW 2000

The Notice of Meeting for the AGM can be accessed from the following link on the Company's website at www.cullenresources.com.au It is also available from the Company's announcements platform on the ASX at www.asx.com.au.

The Company will not be posting hard copies of the Notice of Meeting to shareholders who have not elected to receive the notice electronically. Notwithstanding this, if you would like to receive a hard copy of the Notice of Meeting, please contact the Company.

The Company's Annual report is also available at the Company's website www.cullenresources.com.au.

Proxy lodgement

Shareholders who choose to lodge a proxy should follow instructions on their personalised proxy form (enclosed), to be submitted to the Company's share registry no later than 10.00am (AEDT) on Wednesday 9 November 2022 online or by post.

Yours Sincerely

Mr John Horsburgh Chairman Cullen Resources Limited

Unit 4, 7 Hardy Street South Perth | Western Australia 6151 Telephone: +61 8 9474 5511 | Facsimile: +61 8 9474 5588 E-mail: cullen@cullenresources.com.au Website: www.cullenresources.com.au

CULLEN RESOURCES LIMITED A.C.N. 006 045 790

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the Company will be held on Friday 11 November 2022 commencing at 10.00 a.m. (AEDT) at the Boardroom, Ground Floor, 3 Spring Street, Sydney NSW 2000.

Ordinary Business

1. Adoption of Accounts and Reports

To receive and consider the Financial Statements of the Consolidated Entity as at 30 June 2022, the Statement of Comprehensive Income for the year ended on that date, together with the reports of Directors and Auditors thereon.

2. Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass with or without amendment, the following resolution as a non-binding resolution:

To adopt the remuneration report forming part of the Directors' Report for the financial year ended 30 June 2022.

(Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.)

Voting exclusion:

A vote in respect of the Resolution must not be cast (in any capacity) by or on behalf of any of the following persons (the "voter"):

(a) a member of the key management personnel, details of whose remuneration are included in the remuneration report; or

(b) a closely related party of such a member.

However, the voter may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described in paragraphs (a) or (b) and either:

(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (d) the voter is the chair of the meeting and the appointment of the chair as proxy:
• (i) does not specify the way the proxy is to vote on the Resolution; and

(ii) expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company.

3. Resolution 2: Re-election of a Director

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

In accordance with the Constitution of the Company, Mr John Horsburgh retires by rotation and, being eligible, is re-elected as a director of Cullen Resources Limited.

(Note: details on Mr Horsburgh can be found on page 22 of the 2022 Annual Report.)

4. Resolution 3: Confirmation of the appointment of Auditor

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

"That, for purposes of section 327B of the Corporations Act 2001 and for all other purposes, Rothsay Audit & Assurance Pty Ltd, having consented in writing and being duly nominated by a Shareholder in accordance with section 328B (1) of the Corporations Act 2001, be appointed as auditor of the Company effective from the close of the Meeting.'

5. Further Business

To transact any further business that may legally be brought up.

By Order of the Board

W. J. Kernaghan Secretary

Notes: $\overline{1}$

Voting Entitlements

• Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the shareholdings of each shareholder for the purpose of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share Register as at 7.00 p.m. AEDT on 9 November 2022.
• $2.$ A member entitled to attend and vote is entitled to appoint not more than two proxies.
• 1. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights.
• Appointment of a proxy by a member who is a corporation must be under its common seal or the hand of its attorney 4. or the hand of a person duly authorised by the corporation.
• $5.$ A proxy need not be a member of the Company.
• To be effective, the proxy form must be received by the Company's share registry at Computershare Investor
  Services Pty Limited, GPO Box 242, Melbourne, VIC 3001; online at www.investorvote.com.au; or received by 6. facsimile on 1800 783 447 (withing Australia) or +61 3 9473 2555 (Outside Australia) not less than forty-eight (48) hours before the time for holding the meeting.

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of shareholders of Cullen Resources Limited ("Cullen") in connection with the business to be transacted at the Annual General Meeting of shareholders of Cullen to be held in Boardroom, Ground Floor, 3 Spring Street, Sydney, NSW 2000 on 11 November 2022 at 10.00am(AEDT).

The Directors recommend shareholders read the accompanying Notice of Annual General Meeting ("Notice") and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Resolution 3

Confirmation of Appointment of Auditor

General

On 16 August 2022, the Company appointed Rothsay Audit & Assurance Pty Ltd (Rothsay) to act as Auditor in accordance with section 327C (1) of the Corporations Act 2001.

Under section 327C (2) of the Corporations Act 2001, an auditor appointed under section 327C (1) of the Corporations Act 2001 holds office until the next annual general meeting of the company, at which time the person, firm or authorised audit company must be appointed by shareholders.

Rothsay has given, and has not withdrawn, its consent to act as external Auditor of the Company.

The Company now seeks Shareholder approval for the appointment of Rothsay as Auditor in accordance with section 327C of the Corporations Act 2001.

In accordance with section 328B (1) of the Corporations Act 2001, a written notice nominating Rothsay as the Company's auditor has been given to the Company. A copy of this notice is contained in Schedule A.

If Resolution 3 is passed, the appointment of Rothsay as Auditor will continue from the close of the Meeting. If Resolution 3 is not passed, the position of Auditor will fall vacant and the Board will look to appoint an Auditor on an interim basis.

Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 3 to ensure that the Company is not without an auditor for any period.

Voting intention

The Chair of the Meeting intends to vote all undirected proxies in favour of Resolution 3.

Schedule A

WJK Investments Pty Ltd ACN 062789 860 Unit 2 / 15 Mosman Street Mosman NSW 2088

30 September 2022

The Directors Cullen Resources Limited Unit 4 7 Hardy Street South Perth WA 6151

Dear Sir

Notice of Nomination of Auditor

We are a shareholder of Cullen Resources Limited. For purposes of section 328B (1) of the Corporations Act 2001, We hereby give the Company notice of our nomination of Rothsay Audit & Assurance Pty Ltd to be appointed as auditor of the Company at the Annual General Meeting of the Company to be held on 11 November 2022.

Yours faithfully WJK Investments Pty Ltd

$\mathcal{L}$ Agl

W J Kernaghan Director

Need assistance?

Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

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Online: www.investorcentre.com/contact

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MR RETURN SAMPLE
123 SAMPLE STREET
SAMPLE SURBURB SAMPLETOWN VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Wednesday, 9 November 2022.

Proxy Form

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

Lodge your Proxy Form:

Online:

XX

Lodge your vote online at

www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 999999

PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000002/000004

CULRM

Change of address. If incorrect. mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

IND

Please mark $\boxed{\mathbf{X}}$ to indicate your directions

Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

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I/We being a member/s of Cullen Resources Limited hereby appoint

the Chairman	PLEASE NOTE: Leave this box blank if
of the Meeting	vou have selected the Chairman of the
	Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Cullen Resources Limited to be held at the Boardroom, Ground Floor, 3 Spring Street, Sydney, NSW 2000 on Friday, 11 November 2022 at 10:00am (AEDT) and at any adjournment or postponement of that meeting

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I we have indicated a different voting intention in step 2) even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 1 by marking the appropriate box in step 2.

Step 2	Items of Business	PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
		For	Against Abstair
ltem 1	Adoption of Remuneration Report
Item 2	Re-election of Mr John Horsburgh as a Director
Item 3	Confirmation of the appointment of Auditor

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made

Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director & Sole Company Secretary Director Update your communication details (Optional) Mobile Number		Email Address	Director/Company Secretary By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically		Date
CUL		999999A		Computershare