DE.MEM LIMITED — AGM Information 2024

Apr 28, 2024

==> picture [166 x 39] intentionally omitted <==

29 April 2024

Dear Shareholder

De.mem Limited – Annual General Meeting of Shareholders, 28 May 2024

Notice is hereby given that the Annual General Meeting of Shareholders of De.mem Limited ( Company) will be held as a virtual meeting via a webinar conferencing facility at 4:00pm (AEST) on Tuesday, 28 May 2024 (“Annual General Meeting”, “AGM” or “Meeting”).

In accordance with the Corporations Act 2001 , the Company is sending this notification letter instead of dispatching physical copies of the Notice of Meeting. The Notice of Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically. This means that:

• You can access the Meeting Materials online at the Company’s website https://demembranes.com/investors/.

• A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “DEM”.

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at https://investorcentre.linkgroup.com. If you have not yet registered, you will need your shareholder information including SRN/HIN details.

If you are unable to access the Meeting Materials online please contact our share registry Link Market Services Limited on https://investorcentre.linkgroup.com or by phone on +61 1300 554 474 or 1300 554 474 (within Australia), to obtain a copy.

If you are receiving a hard copy of this letter it will be accompanied by a personalised proxy form.

As noted above, the Meeting will be held as a virtual meeting via a webinar conferencing facility. Details of how to register to attend the Meeting are contained in the Meeting Materials. The Company strongly recommends to Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online.

Yours sincerely,

==> picture [157 x 55] intentionally omitted <==

Tony Panther Company Secretary De.mem Limited

De.mem Limited | ASX: DEM ACN: 614 756 642 | ABN 12 614 756 642 Level 4, 100 Albert Road South Melbourne, Victoria, 3205

Australia

https://demembranes.com/

==> picture [343 x 93] intentionally omitted <==

DE.MEM LIMITED ACN 614 756 642

Notice of Annual General Meeting Explanatory Statement and Proxy Form

Date of Meeting: Tuesday, 28 May 2024

Time of Meeting: 4:00PM (AEST)

Place of Meeting: Held virtually via Webinar conferencing facility

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay

ACN 614 756 642

Registered office: 96-100 Albert Road, South Melbourne, VIC 3205 NOTICE OF GENERAL MEETING

DE.MEM LIMITED

Notice is given that the Annual General Meeting of Members of De.Mem Limited (the “ Company ”) will be held:

• virtually via a webinar conferencing facility;

• at 4:00PM (AEST) on Tuesday, 28 May 2024.

Virtual Attendance

Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting as set out in this Notice. To lodge your proxy, please follow the directions on your personalised proxy form which will be delivered to you by email or post (depending on your communication preferences).

Shareholders attending the AGM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions at the AGM.

The virtual meeting can be attended using the following details:

When: Tuesday, 28 May 2024 at 4:00pm (AEST) Topic: De.Mem Limited – 2024 Annual General Meeting

Register in advance for the virtual meeting:

https://vistra.zoom.us/webinar/register/WN_8bpdUDxqRRuHD20lM2bIlw

After registering, you will receive a confirmation email containing information about joining the meeting. As noted previously, the Company strongly recommends its shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online. The Company will conduct a poll on each resolution presented at the meeting. The Company will accept questions during the meeting either by submitting a question through the Q&A box located on screen or by raising the hand function also located on screen at which point the Company will allow your question verbally.

The Company is happy to accept and answer questions submitted prior to the meeting by email to Tony Panther at Tony.Panther@vistra.com. The Company will address relevant questions during the meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).

Any shareholders who wish to attend the AGM online should therefore monitor the Company’s website and its ASX announcements for any updates about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: DEM) and on its website at https://demembranes.com/investors/

AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

ORDINARY BUSINESS

Receipt and Consideration of Accounts & Reports

To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors for the year ended 31 December 2023.

Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly, no resolution will be put to shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report

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

“That for the purpose of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 31 December 2023 be adopted.”

Resolution 2: Re-election of Cosimo Trimigliozzi as a director of the Company

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

“That, for the purpose of section 14.2 of the Constitution and for all other purposes, Mr Cosimo Trimigliozzi, who retires by rotation as a Director in accordance with the Constitution of the Company, and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Resolution 3: Ratification of Prior Issue of 128,934 Shares to Vested Equities Pty Ltd

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

“That, pursuant to and in accordance with ASX Listing Rule 7.4, and for all other purposes, Shareholders approve, ratify and confirm the issue of 128,934 fully paid ordinary shares to Vested Equities Pty Ltd on 6 October 2023 as consideration for services rendered as Corporate Advisor, on the terms and conditions as described in the Explanatory Statement accompanying the Notice of the Meeting.”

Resolution 4: Ratification of Prior Issue of 18,333,168 Shares

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve, ratify and confirm the allotment and issue of 18,333,168 fully paid ordinary shares at an issue price of $0.09 (9 cents) per share on 26 February 2024, on the terms and conditions as described in the Explanatory Statement accompanying the Notice of the Meeting.”

Resolution 5: Approval of Issue of 555,556 Shares to Cosimo Trimigliozzi

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of 555,556 fully paid ordinary shares at an issue price of $0.09 (9 cents) per share to Mr Cosimo Trimigliozzi (or his nominee(s)), on the terms and conditions as described in the Explanatory Statement accompanying the Notice of the Meeting.”

2

Resolution 6: Approval of Issue of 5,555,555 Shares to Harry de Wit

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of 5,555,555 fully paid ordinary shares at an issue price of $0.09 per share to Mr Harry de Wit (or his nominee(s)), on the terms and conditions as described in the Explanatory Statement accompanying the Notice of the Meeting.”

SPECIAL BUSINESS

Resolution 7: Reinsertion of Proportional Takeover Provisions

To consider, and, if thought fit, pass the following resolution as a special resolution:

“That the proportional takeover provisions contained in clause 36 of the Company’s Constitution be reinserted with effect from the date of the Meeting.”

Resolution 8: Approval of 10% Placement Capacity

To consider and, if thought fit, pass the following resolution as a special resolution:

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the fully paid ordinary issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

BY ORDER OF THE BOARD

==> picture [157 x 55] intentionally omitted <==

Tony Panther Company Secretary Dated: 9 April 2024

3

Notes

1. Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm, 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

3. Proxies

• a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.

• b. Each shareholder has a right to appoint one or two proxies.

• c. A proxy need not be a shareholder of the Company.

• d. If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.

• e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands.

• g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act.

• h. To be effective, proxy forms must be received by the Company’s share registry (Link Market Services Limited) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 4:00pm (AEST) on Sunday, 26 May 2024. Any proxy received after that time will not be valid for the scheduled meeting.

4. 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 may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

5. Voting Exclusion Statement:

Resolution 1

In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel ( KMP ), details of whose remuneration are included in the remuneration report, or a closely related party of such a member ( KMP voter ), unless the KMP voter is casting a vote on this resolution as a proxy for a person who is not a KMP voter and either:

• (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (b) the KMP voter is by 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 or the consolidated entity.

If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution 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.

A further restriction also applies to Key Management Personnel and their closely related parties voting undirected proxies on these resolutions – see Restriction on KMPs voting undirected proxies below.

Resolution 2

There are no voting exclusions on this Resolution.

Resolution 3

The Company will disregard any votes cast in favour on this Resolution by or on behalf of Vested Equities Pty Ltd or any associates of that person.

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

4

• (b) the Chair 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 Chair to vote on the resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. 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

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

Resolution 4

The Company will disregard any votes cast in favour on this Resolution by or on behalf of any person or persons who participated in the issues of securities addressed by this Resolution or any associates of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chair 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 Chair to vote on the resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. 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

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

Resolution 5

The Company will disregard any votes cast in favour of this Resolution by Mr Cosimo Trimigliozzi (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any associates of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• b) the chair 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 chair to vote on the resolution as the chair decides; or

• c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. 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

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

Resolution 6

The Company will disregard any votes cast in favour of this Resolution by Mr Harry de Wit (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any associates of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• b) the chair 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 chair to vote on the resolution as the chair decides; or

• c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. 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

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

Resolution 7

There is no voting exclusion on this resolution.

Resolution 8

As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement on this Resolution is not currently required by Listing Rule 7.3A.7.

5

However, if, between the date of dispatch of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A.2, the Company will disregard votes cast in favour of Resolution 8 by or on behalf of:

• (a) any 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); or

• (b) an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair 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 chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. 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 Resolution 8; and

• ii.

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

6. Restriction on KMPs voting undirected proxies:

A vote must not be cast as proxy on Resolution 1 by a member of the Key Management Personnel (as defined by the Corporations Act) or a closely related party of Key Management Personnel.

However, a person described above (a “ Restricted Voter ”) may cast a vote on this Resolution as a proxy if:

• (a) The Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) The Chairman is the Restricted Voter and the written appointment of the Chairman as proxy does not specify the way the proxy is to vote on the Resolution or expressly authorises the Chairman to exercise the proxy even though the Resolution is or are connected with the remuneration of a member of the Key Management Personnel.

If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company

7. Enquiries

Shareholders are invited to contact the Company Secretary on (03) 9692 7222 if they have any queries in respect of the matters set out in these documents.

6

EXPLANATORY STATEMENT

Receipt and Consideration of Accounts & Reports

A copy of the Annual Report for the financial year ending 31 December 2023 (which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report) and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution costs associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at (03) 9692 7222, and you may request that this occurs on a standing basis for future years. Alternatively, you may access the Annual Report at the Company's website: https://demembranes.com/investors/ via the Company's announcement platform on ASX. Except as set out in Resolution 1, no resolution is required on these reports.

Resolution 1: Adoption of Remuneration Report

Background

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors’ Report in the Company’s 2023 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

In accordance with Section 250SA of the Corporations Act 2001, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.

The Corporations Act requires the Company to put a resolution to Shareholders that in accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

It is noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty-five (25%) per cent of the total votes cast and accordingly, a spill resolution will not under any circumstances be required for the Annual General Meeting.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

Voting Exclusions

A voting exclusion statement is set out on Note 5 of this Notice.

Board Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Board encourage all eligible shareholders to cast their votes in favour of Resolution 1. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 1.

7

Resolution 2: Re-election of Cosimo Trimigliozzi as a director of the Company

Background

The Constitution of the Company requires that at every Annual General Meeting one-third, or the next number nearest one-third of the Directors, and any other director who has held office for 3 years or more, shall retire from office. The Constitution also provides that such Directors are eligible for re-election at the meeting. Mr Cosimo Trimigliozzi retires by rotation and being eligible, offers himself for re-election.

Mr Trimigliozzi has a successful, almost 30-year long career in the feed and food ingredients / flavors & fragrances industry, one of the key target sectors for De.mem Limited. In his last assignment, he was the COO of Wild Flavors International, Germany, responsible in particular for the Asian and South American business expansion. Mr Trimigliozzi was a member of the key management team involved in the sale of Wild Flavors on behalf of owner Mr. Wild and private equity investor KKR to ADM Group for approx. 2.5 billion USD. Prior to that, Mr. Trimigliozzi had been in other senior management roles, amongst other as Managing Director – Asia for Givaudan, a multinational corporation headquartered in Switzerland.

The Board considers Mr Trimigliozzi to be an independent director.

Voting Exclusions

There are no voting exclusions on this resolution.

Board Recommendation

The Board (with Mr Trimigliozzi abstaining) recommends that shareholders vote in favour of the election of Mr Trimigliozzi as it considers that his qualifications, experience, skills and expertise are appropriate for the Board position and will enable him to act in the best interests of the Company and its shareholders. The Chairman of the meeting intends to vote undirected proxies in favour of the Resolution.

Resolution 3: Ratification of Prior Issue of 128,934 Shares to Vested Equities Pty Ltd

On 13 April 2023, the Company and Vested Equities Pty Ltd ( Vested Equities ) entered into an agreement for the provision by Vested Equities of corporate advisory services ( Agreement ).

On 6 October 2023 ( Issue Date ) the Company issued 128,934 Shares to Vested Equities, as payment of corporate advisory fees in accordance with the Agreement, at deemed issue prices as follows:

• (i) Tranche 1 - 33,267 fully paid ordinary shares at an issue price of $0.1503 (15.03 cents) per share; (ii) Tranche 2 - 29,744 fully paid ordinary shares at an issue price of $0.1681 (16.81 cents) per share; (iii) Tranche 3 - 29,533 fully paid ordinary shares at an issue price of $0.1693 (16.93 cents) per share; and

• (iv) Tranche 4 - 36,390 fully paid ordinary shares at an issue price of $0.1374 (13.74 cents) per share.

The Company seeks subsequent approval of these issues from shareholders pursuant to ASX Listing Rule 7.4.

ASX Listing Rules Requirements – Listing Rule 7.4

ASX Listing Rule 7.1 allows the Company to issue new securities up to 15% of the existing capital of the Company in any 12-month period without the prior approval of Shareholders, excluding any issues that are subject to one of the exceptions in ASX Listing Rule 7.2. The issue of shares to Vested Equities was within the Company's available placement capacity under ASX Listing Rule 7.1 and did not fit within any of the Listing Rule 7.2 exceptions.

Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of shareholders for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 at the time and shareholders subsequently approve it. As the issue of shares to Vested Equities were within the Company's ASX Listing Rule 7.1 placement capacity, and were not previously approved by Shareholders, the

8

Company now seeks Shareholder ratification of the issues pursuant to ASX Listing Rule 7.4, to refresh its capacity to make further issues without shareholder approval under Listing Rule 7.1.

If this Resolution is approved, the prior issue of 128,934 Shares to Vested Equities may be treated by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company will therefore have the flexibility, if required, to issue additional equity securities without the 128,934 shares counting towards the 15% threshold for the purposes of ASX 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 this Resolution is not approved, the prior issue of 128,934 shares to Vested Equities will not be treated by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company will therefore have the 128,934 Shares issued to Vested Equities Pty Ltd as counting towards use of the 15% threshold for the purposes of ASX Listing Rule 7.1. This will limit the Company’s placement capacity under ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

• a) the Shares were issued to Vested Equities Pty Ltd. There was no participant in the issue of the Shares that was an investor required to be disclosed under ASX Guidance Note 21;

• b) the number and class of securities issued was 128,934 fully paid ordinary shares in the Company;

• c) the Shares were issued on 6 October 2023;

• d) the consideration received by the Company was the provision of corporate advisory services;

• e) the purpose of the issue of the Shares was as payment of fees for the provision of corporate advisory services by Vested Equities. There were no funds raised from the issue as the Shares were issued as non-cash consideration for services provided;

• f) the Shares were issued under an agreement for the provision of corporate advisory services, the material terms of which are that Vested Equities shall provide corporate advisory and related services, including research coverage, shareholder engagement, investor relations and marketing services, to the Company for a period of 12 months.

Voting Exclusions

A voting exclusion statement for this Resolution is set out on Note 5 of this Notice.

Board Recommendation

The Board recommends that shareholders vote in favour of Resolution 3. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 3.

Background to Resolutions 4 to 6

On 21 February 2024, the Company announced that it was undertaking a capital raising to raise $2.2m by way of a share placement of approximately 24.4m fully paid ordinary shares ( New Shares ) at $0.09 cents per New Share ( Placement ), from institutional investors and members of the Board.

The issue of 18,333,168 Shares under the Placement was completed on 26 February 2024 ( Issue Date ) under the Company’s existing placement capacity under ASX Listing Rule 7.1A. The Company is seeking ratification of this issue, pursuant to Listing Rule 7.4, under Resolution 4.

In addition to the share issue noted above, two directors of the Company, Mr Cosimo Trimigliozzi and Mr Harry de Wit, agreed to participate in the Placement, subject to the required Shareholder approval of the issues of shares to each of them. Mr Trimigliozzi has subscribed for 555,556 Shares and Mr de Wit has subscribed for 5,555,555 Shares. The Company is seeking approval of these issues, pursuant to Listing Rule 10.11, under Resolutions 5 and 6, respectively.

Resolution 4: Ratification of Prior Issue of 18,333,168 Shares

As described in the “Background to Resolutions 4 to 6” section above, the Company is seeking shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the issue of 18,333,168 Shares on 26 February 2024 under the Placement at an issue price of $0.09 (9 cents) per Share.

9

ASX Listing Rules Requirements – Listing Rule 7.4

ASX Listing Rule 7.1 allows the Company to issue new securities up to 15% of the existing capital of the Company in any 12-month period without the prior approval of Shareholders, excluding any issues that are subject to one of the exceptions in ASX Listing Rule 7.2. The issue of the Shares was within the Company's available placement capacity under ASX Listing Rule 7.1A and did not fit within any of the Listing Rule 7.2 exceptions.

Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of shareholders for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 at the time and shareholders subsequently approve it. As the issue of Shares was within the Company's ASX Listing Rule 7.1A placement capacity, and was not previously approved by Shareholders, the Company now seeks Shareholder ratification of the issue pursuant to ASX Listing Rule 7.4, to refresh its capacity to make further issues without shareholder approval under Listing Rule 7.1 or Listing Rule 7.1A.

If this Resolution is approved, the prior issue of 18,333,168 Shares may be treated by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company will therefore have the flexibility, if required, to issue additional equity securities without the 18,333,168 Shares counting towards the 15% threshold for the purposes of ASX Listing Rule 7.1 or the 10% threshold for the purposes of ASX Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Issue Date.

If this Resolution is not approved, the prior issue of 18,333,168 Shares will not be treated by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company will therefore have the 18,333,168 Shares as counting towards the 10% threshold for the purposes of ASX Listing Rule 7.1A. This will limit the Company’s placement capacity under ASX Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the previous approval of the Company’s Listing Rule 7.1A placement capacity.

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

• (a) the shares were allotted and issued to institutional and sophisticated investors introduced to the Company via existing relationships with the Company. The following participant in the Issue is required to be disclosed pursuant to ASX Guidance Note 21: Perennial Value Management Limited, being a substantial holder in the Company and being issued, under the Placement, Shares amounting to more than 1% of the Company’s current issued capital;

• (b) the number and class of securities issued was 18,333,168 fully paid ordinary shares in the Company;

• (c) the Shares were issued on 26 February 2024;

• (d) the Shares were issued for cash at an issue price of $0.09 (9 cents) per Share. The Company raised $1,649,985.17 cash (before costs of the issue) from the issue of the Shares;

• (e) the purpose of the issue was to raise funds to be used for: the execution of existing contracts, new business opportunities such as the launch of the Company’s new Graphene Oxide enhanced member, potential mergers and acquisitions, costs of the Placement and general working capital.

Voting Exclusion

A voting exclusion statement for Resolution 4 is set out in Note 5 of this Notice.

Board Recommendation

The Board recommends that shareholders vote in favour of Resolution 4. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 4.

Resolutions 5 & 6: Approvals of Issue of Shares to the Directors

As described in the “Background to Resolutions 4 to 6” section above, the Company is seeking shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of 555,556 fully paid ordinary shares at an issue price

10

of $0.09 per share to Mr Cosimo Trimigliozzi (or his nominee(s)) and 5,555,555 fully paid ordinary shares at an issue price of $0.09 per share to Mr Harry de Wit (or his nominee(s)) (collectively, the Proposed Issues ).

A summary of the Shares proposed to be issued under Resolutions 5 and 6 are as follows

Resolution	Name of Director	Number of Shares	Issue Price per Share	Funds to be raised from issue of Shares
Resolution 5	Mr Cosimo Trimigliozzi	555,556	$0.09	$50,000
Resolution 6	Mr Harry de Wit	5,555,555	$0.09	$500,000
	Total	6,111,111

ASX Listing Rules Requirements – Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party; 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of 13 14 the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Proposed Issues fall within Listing Rule 10.11.1, as Mr Trimigliozzi and Mr de Wit are directors, and therefore, related parties of the Company, and do not fall within any of the exceptions in Listing Rule 10.12. Each of the Proposed Issues therefore require the approval of the Company’s shareholders under Listing Rule 10.11.

Resolution 5 seeks the required shareholder approval to the Proposed Issue to Mr Trimigliozzi under and for the purposes of Listing Rule 10.11. Resolution 6 seeks the required shareholder approval to the Proposed Issue to Mr de Wit under and for the purposes of Listing Rule 10.11.

If Resolution 5 is passed, the Company will be able to proceed with the Proposed Issue of 555,556 Shares to Mr Trimigliozzi and will receive $50,000 in cash from the issue of those Shares.

If Resolution 5 is not passed, the Company will not be able to proceed with the Proposed Issue of Shares to Mr Trimigliozzi and will not receive the $50,000 cash proceeds.

If Resolution 6 is passed, the Company will be able to proceed with the Proposed Issue of 5,555,555 Shares to Mr de Wit and will receive $500,000 in cash from the issue of those Shares.

If Resolution 6 is not passed, the Company will not be able to proceed with the Proposed Issue of Shares to Mr de Wit and will not receive the $500,000 cash proceeds.

ASX Listing Rule 10.13 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 10.11, under Resolutions 5 and 6, respectively:

• a) the Shares are to be issued to:

• i. Mr Cosimo Trimigliozzi (Resolution 5); and

• ii. Mr Harry de Wit (Resolution 6);

• b) Mr Trimigliozzi and Mr de Wit both fall within Listing Rule 10.11.1 as each of them is a director of the Company and therefore a related party;

• c) the number and class of securities to be issued is 6,111,111 fully paid ordinary shares in the Company

11

as follows:

• i. 555,556 Shares to Mr Cosimo Trimigliozzi (Resolution 5); and

• ii. 5,555,555 Shares to Mr Harry de Wit (Resolution 6);

• d) the Shares will be issued by no later than one month after the date of this Meeting;

• e) the Shares will be issued at a price of $0.09 (9 cents) per Share; and

• f) the purpose of the issue is to raise funds to be used for: the execution of existing contracts, new business opportunities such as the launch of the Company’s new Graphene Oxide enhanced member, potential mergers and acquisitions, costs of the Placement and general working capital.

Voting Exclusions for Resolutions 5 and 6

A voting exclusion statement is set out in Note 5 of this Notice.

Board Recommendation

The Board (with the respective directors abstaining in relation to the relevant Resolution regarding their own proposed Shares) recommends that shareholders vote in favour of Resolutions 5 and 6. The Chairman will vote undirected proxies in favour of Resolutions 5 and 6.

SPECIAL BUSINESS

Resolution 7: Reinsertion of Proportional Takeover Provisions

Background

Clause 36 of the Company’s Constitution contained provisions dealing with shareholder approval requirements if there were to be any partial takeover bids for the Company’s securities (Proportional Takeover Provisions) .

A "proportional takeover bid" means an off market bid for a specified proportion of the Company’s securities held by each shareholder in a class for which a takeover bid has been made. It is not a bid for all securities held by all members of that class, only part of the securities each holds.

Section 648G(1) of the Corporations Act provides that these Proportional Takeover Provisions cease to apply at the end of 3 years from their adoption (or last renewal) ( Sunset Date ). Given that clause 36 was not renewed at the Sunset Date, the Board believes it is appropriate that the Proportional Takeover Provisions under clause 36 of the Company’s Constitution be reinserted.

In seeking shareholder approval for the reinsertion of the Proportional Takeover Provisions, the Corporations Act requires the below information to be provided to Shareholders.

Effect of provisions proposed to be reinserted

Clause 36 of the Constitution provided that the Company was prohibited from registering any transfer of shares giving effect to a takeover contract resulting from acceptance of an offer made under a proportional takeover bid unless and until a resolution to approve the takeover bid ( Prescribed Resolution ) was passed by shareholders at a general meeting of the Company. A bidder under a proportional takeover bid, or an associate of that bidder, was not entitled to vote on the Prescribed Resolution and the Prescribed Resolution would be passed if more than 50% of the votes cast on that resolution were in favour of the resolution.

Reason for the resolution (Prescribed Resolution)

Clause 36 of the Company’s Constitution is being proposed for reinsertion as more than 3 years have passed since the adoption of the clause and was not renewed at the Sunset Date. Section 648(G)(1) of the Corporations Act provides that Proportional Takeover Provisions such as provided in clause 36 cease to apply at the end of 3 years from their adoption (or their last renewal).

The Board believes that shareholders should have the choice of considering whether to accept a bid for what might become control of the Company without the shareholders having the opportunity to dispose of all of their securities (rather than just some of their securities, as would be the case under a proportional takeover bid). To have this

12

choice, clause 36 needs to be reinserted. If clause 36 is reinserted and the proportional takeover bid (if any) is subsequently approved by shareholders via Prescribed Resolution, each shareholder will have the right to make a separate decision whether that shareholder wishes to accept the (proportional takeover) bid of their own securities.

Awareness of current acquisition proposals

As at the date of this Explanatory Statement, none of the Directors are aware of any proposal for any person to acquire (or increase the extent of) a substantial interest in the Company from its current level.

Advantages and disadvantages of the Proportional Takeover Provisions since last renewed

As there have been no takeover bids made for any of the shares in the Company since the adoption of the Proportional Takeover Provisions, there has been no application of clause 36.

Potential advantages and disadvantages of the Proportional Takeover Provisions for both directors and shareholders

An advantage to the Directors of reinserting the Proportional Takeover Provisions is that the Board will be able to assess the Shareholders’ acceptance or otherwise of a proportional takeover bid should one be made.

As stated above, reinserting clause 36 provides Shareholders with the choice of considering whether to accept a bid for what might become control of the Company without Shareholders having the opportunity to dispose of all of their securities (rather than just some of their securities, as would be the case under a proportional takeover bid). If clause 36 is not reinserted, Shareholders will not have this opportunity.

On the other hand, it may be argued that the reinsertion of clause 36 may make proportional takeover bids more difficult to succeed and therefore effectively discourage proportional takeover bids being made and reduce the freedom for Shareholders to sell some of their securities.

This Resolution is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at this Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Board Recommendation

Balancing the above advantages and disadvantages, the Board is of the view that the advantages of reinserting the Proportional Takeover Provisions outweigh any disadvantages and unanimously recommend the reinsertion and that Shareholders vote in favour of this Resolution.

The Chair intends to vote undirected proxies in favour of this Resolution.

Voting Exclusions

Refer to Note 5 for voting exclusions on this Resolution.

Resolution 8: Approval of 10% Placement Facility

Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the Annual General Meeting (" 10% Placement Facility "). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is seeking shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility. The effect of Resolution 8 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period (as described below) without using the Company’s 15% placement capacity under Listing Rule 7.1.

13

If Shareholders approve Resolution 8, the number of Equity Securities permitted to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below) and the Company will be able to issue Equity Securities from the 10% Placement Facility, as noted below, without any further shareholder approval.

If Shareholders do not approve Resolution 8, the Company will not be able to access the additional 10% capacity to issue Equity Securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at this Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an Annual General Meeting. This means it requires approval of 75% of the votes cast by shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company and must be issued for cash consideration.

The Company, as at the date of the Notice, has on issue 3 classes of Equity Securities, quoted Fully Paid Ordinary Shares, Unquoted Options and Unquoted Performance Rights.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12-month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D)–E

• A is the number of shares on issue at the commencement of the “relevant period” (which, for the Company, is the 12-month period immediately preceding the date of the issue or agreement):

• (A) plus the number of fully paid shares issued in the relevant period under an exception in Listing Rule 7.2, other than exception 9, 16 or 17;

• (B) plus the number of fully paid shares issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

  • (i) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • (ii) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4;

• (C) plus the number of fully paid shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

  • (i) the agreement was entered into before the commencement of the relevant period; or

  • (ii) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4;

• (D) plus the number of fully paid shares issued in the relevant period with approval of holders of shares under Listing Rules 7.1 or 7.4.;

• (E) plus the number of partly paid shares that became fully paid in the relevant period;

• (F) less the number of fully paid shares cancelled in the relevant period.

14

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by shareholders under Listing Rule 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2

(e) Nature of consideration for issue and Minimum Issue Price

The Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per security which must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the first to occur of the following:

• (i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained;

• (ii) the time and date of the Company’s next annual general meeting;

• (iii) the time and date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

( 10% Placement Period ).

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The period for which the Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A commences on the date of the Annual General Meeting at which the approval is obtained, being 28 May 2024, and expires on the first to occur of the following:

• (i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained, being 28 May 2025;

• (ii) the time and date of the Company’s next annual general meeting;

• (iii) the time and date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

• (b) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

15

  - (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities; or

  - (ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (c) The purposes for which the funds raised by an issue of Equity Securities under rule 7.1A.2 may be used by the Company include:

  • (i) consideration for the acquisition(s) of the new assets and investments, including the expenses associated with such acquisition(s); and

  • (ii) continued expenditure on the Company’s current business and/or general working capital.

• (c) If Resolution 8 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table.

• (d) Shareholders may also be exposed to economic risk and voting dilution, including the following:

  • (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

  • (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date.

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The dilution table below shows the potential dilution of existing Shareholders on the basis of the market price of Shares as at 8 April 2024 ( Current Share Price ) and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2	Dilution Scenario	Assumed Issue Prices, based on:	Assumed Issue Prices, based on:	Assumed Issue Prices, based on:
				100% increase in Current Share Price $0.270
		50% decrease in Current Share Price $0.068	Current Share Price $0.135
Current Variable A 263,639,537Shares	10% Voting **Dilution **	26,363,954 Shares
	Funds raised	$1779,567	$3,559,134	$7,118,267
50% increase in current Variable A 395,459,306Shares	10% Voting **Dilution **	39,545,931 Shares
	Funds raised	$2,669,350	$5,338,701	$10,677,401
100% increase in current Variable A 527,279,074Shares	10% Voting **Dilution **	52,727,907 Shares
	Funds raised	$3,559,134	$7,118,267	$14,236,535

16

This dilution table has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• The Current Share Price is $0.135 (13.5 cents), being the closing price of the Shares on ASX on 8 April 2024 .

• (e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to relevant factors including, but not limited to, the following:

• (i) the methods of raising funds that are available to the Company, including, but not limited to, rights issues or other issues in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

Any allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders, subject to compliance with Listing Rule 10.11, and/or new Shareholders who are not related parties or associates of a related party of the Company.

• (f) Information about equity securities issued under Rule 7.1A.2 in the 12-month period preceding the date of the Meeting:

• (a) the total number of equity securities issued or agreed to be issued under rule 7.1A.2 in that 12 month period: 18,333,168 fully paid ordinary shares, issued on 26 February 2024;

• (b) percentage they represent of the total number of equity securities on issue at the commencement of that 12-month period: 7.2%

• (c) in relation to the issue made on 26 February 2024

  • (i) the shares were issued to institutional and sophisticated investors, introduced to the Company by the joint lead managers of the relevant capital raising or via existing relationships with the Company. The following participant in the issue of the share was required to be disclosed pursuant to ASX Guidance Note 21: Perennial Value Management Limited;

  • (ii) the securities issued were 18,333,168 fully paid ordinary shares;

  • (iii) the issue price was $0.09 (9 cents) per share, which was a 6.3% discount to the closing market price on the date of the agreement to issue the Shares;

  • (iv) Cash consideration from issue:

    • A. Total cash consideration received: $1,649,985;

    • B. Amount of that cash which has been spent: $132,873. This has been spent on costs of the Placement;

    • C. The intended use to the remaining amount of that cash is: the execution of existing contracts, new business opportunities such as the launch of the Company’s new

17

Graphene Oxide enhanced member, potential mergers and acquisitions and general working capital;

• (d) the Company has not agreed to issue any Equity Securities under Rule 7.1A.2 other than those referred to above and the Company has not agreed, before the 12-month period to issue any Equity Securities under Rule 7.1A.2 where such securities remain unissued as at the date of the Meeting.

Voting Exclusions

As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7.

Board Recommendation

The Board believes that Resolution 8 is in the best interests of the Company and unanimously recommends that shareholders vote in favour of this Resolution.

18

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“ $ ” means Australian Dollars;

“ 10% Placement Facility ” has the meaning as defined in the Explanatory Statement for Resolution 8;

“ ASX ” means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires;

“ Auditor’s Report ” means the auditor’s report on the Financial Report;

“ AEST ” means Australian Eastern Standard Time.

“ Board ” means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;

“ Chairman ” means the person appointed to chair the Meeting of the Company convened by the Notice;

“ Closely Related Party ” means:

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

• (b) has the meaning given in section 9 of the Corporations Act.

“ Company ” means De.mem Limited ACN 614 756 642;

“ Constitution ” means the constitution of the Company as at the date of the Meeting;

“ Corporations Act ” means the Corporations Act 2001 (Cth);

“ Director ” means a Director of the Company;

“ Directors Report ” means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

“ Equity Security ” has the same meaning as in the Listing Rules;

“ Explanatory Statement ” means the explanatory statement which forms part of the Notice;

“ Financial Report ” means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

“ Key Management Personnel ” means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company;

“ Listing Rules ” means the Listing Rules of the ASX;

“ Meeting ” has the meaning given in the introductory paragraph of the Notice;

“ Notice ” means this Notice of Meeting including the Explanatory Statement;

“ Proxy Form ” means the proxy form attached to the Notice;

“ Remuneration Report ” means the remuneration report which forms part of the Directors’ Report of the Company for the financial year ended 31 December 2023 and which is set out in the 2023 Annual Report. “ Resolution ” means a resolution referred to in the Notice;

“ Section ” means a section of the Explanatory Statement;

“ Share ” means a fully paid ordinary share in the capital of the Company;

“ Shareholder ” means shareholder of the Company; and

“ Share Registry ” means Link Market Services Limited (ABN 54 083 214 537).

19

==> picture [157 x 36] intentionally omitted <==

ACN 614 756 642

LODGE YOUR VOTE

ONLINE  https://investorcentre.linkgroup.com BY MAIL  DE.MEM 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 Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of DE.MEM Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting.

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 Annual General Meeting of the Company to be held at 4:00pm (AEST) on Tuesday, 28 May 2024 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be held virtually via Webinar conferencing facility.

Important for Resolution 1: If the Chairperson 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 Chairperson 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

==> picture [472 x 35] intentionally omitted <==

----- Start of picture text -----

For Against Abstain * For Against Abstain
1 Adoption of Remuneration Report 5 Approval of Issue of 555,556 Shares
to Cosimo Trimigliozzi
----- End of picture text -----*

==> picture [79 x 80] intentionally omitted <==

• 2 Re-election of Cosimo Trimigliozzi as a 6 Approval of Issue of 5,555,555 Shares director of the Company to Harry de Wit

• 3 Ratification of Prior Issue of 128,934 7 Reinsertion of Proportional Takeover Shares to Vested Equities Pty Ltd Provisions

• 4 Ratification of Prior Issue of 8 Approval of 10% Placement Capacity 18,333,168 Shares

• • 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).

DEM PRX2401N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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.

APPOINTMENT OF PROXY

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.

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.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of 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.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the 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 share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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; and

• (b) return both forms together.

SIGNING INSTRUCTIONS

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 4:00pm (AEST) on Sunday, 26 May 2024, 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.

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

ONLINE

https://investorcentre.linkgroup.com

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).

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 https:// investorcentre.linkgroup.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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

BY MAIL



DE.MEM Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

 BY HAND

delivering it to Link Market Services Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

*During business hours Monday to Friday (9:00am - 5:00pm)

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.

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 virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.