ECS BOTANICS HOLDINGS LTD — Proxy Solicitation & Information Statement 2021

Feb 1, 2021

2 February 2021

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Dear Shareholder

– ECS Botanics Holdings Ltd Upcoming General Meeting

ECS Botanics Holdings Ltd (ASX:ECS) ( ECS or the Company ) will be holding a general meeting at 10.00am (AEDT) on 2 March 2021 (the Meeting ).

The Company is closely monitoring the impact of the COVID-19 virus in Western Australia and following guidance from the Federal and State Governments.

In accordance with temporary modifications to the Corporations Act under the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, the Company is not sending hard copies of the Notice of Meeting to shareholders.

The Notice of Meeting and Explanatory Memorandum can be viewed and downloaded from the following website link: https://ecsbotanics.com.au/

Alternatively, a complete copy of the important Meeting documents has been posted on the Company’s ASX market announcements page.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the important Meeting documents.

In order to be able to receive communications electronically from the Company in the future, please update your details online at www.investorcentre.com.

Shareholders are encouraged to vote online at www.investorvote.com.au or by lodging the attached proxy form.

If you are unable to access any of the important Meeting documents online please contact the Computershare on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia)

Authorised for and on behalf of the Board,

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Mauro Piccini, Company Secretary

ECS Botanics Holdings Ltd ACN 009 805 298 Suite 2 Level 15, 3 Spring St Sydney NSW 2000 - GPO Box 5216 George Street Mail Centre 2001 Cressy Tasmania 7302 reception@ecsbotanics.com.au - www.ecsbotanics.com.au

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ECS Botanics Holdings Ltd (ACN 009 805 298)

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

Tuesday 2 March 2021

10:00am AEDT

Level 26, 1 Bligh Street, Sydney, NSW 2000

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

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6559 1792.

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NOTICE OF MEETING

Notice is given that the General Meeting of Shareholders of ECS Botanics Holdings Ltd ( Company ) will be held at Level 26, 1 Bligh Street, Sydney, NSW 2000 on Tuesday, 2 March 2021 commencing at 10:00am AEDT.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 5:00pm AEDT Sunday, 28 February 2021.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1(a) and 1(b) – Ratification of Placement Shares

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

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

• (a) 30,289,369 Shares under the Company’s Listing Rule 7.1 capacity; and

• (b) 58,599,520 Shares under the Company’s Listing Rule 7.1A capacity,

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

Voting Exclusion

The Company will disregard any votes cast in favour of resolution 1 ( Resolution ) by or on behalf of:

• (a) any person who participated in the issue (or is a counterparty to the agreement being approved); or

• (b) any Associate of any person who participated in the issue (or is a counterparty to the agreement being approved).

• However, this does not apply to a vote case in favour of the 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;

• (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.

2. Resolution 2 – Issue of Consideration Shares

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

“ That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 100,000,000 fully paid ordinary shares ( Consideration Shares ) to

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the Vendor (and/or its nominees), on the terms and conditions set out in the Explanatory Statement. "

Voting Exclusion

The Company will disregard any votes cast in favour of resolution 2 ( Resolution ) by or on behalf of:

• (a) the Vendor who participated in the issue (or is a counterparty to the agreement being approved); or

• (b) any Associate of the Vendor who participated in the issue (or is a counterparty to the agreement being approved).

• However, this does not apply to a vote case in favour of the 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;

• (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.

1 February 2021

BY ORDER OF THE BOARD

Mauro Piccini Company Secretary

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at Level 26, 1 Bligh Street, Sydney, NSW 2000 on [Tuesday, 2 March 2021 commencing at 10:00am AEDT.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken b Shareholders y

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

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Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting via virtual means, and are encouraged to lodge a directed Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting via virtual means.

Please note that:

• (a) a member of the Company entitled to attend via virtual means and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Shareholders and their proxies should be aware that:

• (a) If proxy holders vote, they must cast all directed proxies as they are directed to; and

• (b) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

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• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• (b) the appointed proxy is not the Chair of the meeting; and

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either of the following applies:

• (e) the proxy is not recorded as attending the meeting;

• (f) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

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Submit your Proxy Vote Online

Vote online at www.investorvote.com.au and simply follow the instructions on the enclosed proxy form.

Or alternatively:

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Submit your Proxy Vote by Paper

If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form.

The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways:

BY MAIL	Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia
BY FAX	1800 783 447 (within Australia)

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+61 3 9473 2555 (outside Australia) BY MOBILE Scan the QR Code on your proxy form and follow the prompts CUSTODIAN For Intermediary Online subscribers only (custodians) please visit VOTING www.intermediaryonline.com to submit your voting intentions

3. Resolution 1(a) and 1(b) – Ratification of Placements Shares

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Background

3.1.1 Capital Raising Activities

On 11 December 2020, the Company announced a placement for a total value of $4 million ( Capital Raising ). The Capital Raising comprises of a single tranche placement of 88,888,889 Shares (pursuant to existing available 7.1 and 7.1A capacity) at an issue price of 4.5 cents per share to sophisticated and professional investors ( Placement Shares ).

The Placement was managed by Xcel Capital Pty Ltd and Sanlam Private Wealth who have been engaged to act as joint lead managers (JLMs) to the Placement. The JLMs will receive capital raising fees of 6% of the Placement.

3.1.2 Purpose and Use of Funds

The primary purpose of the Capital Raising is to raise funds to assist with production at the medical cannabis facility in Tasmania, as announced on 11 December 2020, including purchasing necessary equipment to extract cannabis resin at the facility, as well as ancillary items and processing equipment such as dryers.

The funds raised will also be used for growth and revenue generating activities such as product development, sales, distribution and marketing, in particular the opportunity to sell produce in Asia.

3.1.3 General

The Company issued the Placement Shares without prior Shareholder approval, out of its 15% placement capacity and additional 10% annual placement capacity (30,289,369 under Listing Rule 7.1 and 58,599,520 under Listing Rule 7.1A).

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the previous issue of the Placement Shares.

3.1.4 ASX Listing Rules 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions which are contained in Listing Rule 7.2 (which do not apply in the circumstance of this Resolution), Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The Placement does not fit within any of the exceptions in Listing Rule 7.2 and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date.

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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 at which the Shareholders approve the 10% placement facility. The 10% placement facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.To this end, Resolution 1 seeks Shareholder approval to the Placement under and for the purposes of Listing Rule 7.4.

If Resolution 1(a) is passed, the Placement issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1(a) is not passed, the Placement issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1(b) is passed, the Placement issue will be excluded in calculating the Company’s 10% placement capacity in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval until the expiry of the Company’s existing Listing Rule 7.1A approval.

If Resolution 1(b) is not passed, the Placement issue will be included in calculating the Company’s 10% placement capacity in Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval until the expiry of the Company’s existing Listing Rule 7.1A approval.

3.1.5 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the ratification of the Shares under this Resolution (in respect of Listing Rules 7.1 and 7.1A):

• (a) the Placement Shares were issued to clients of Xcel Capital Pty Ltd and Sanlam Private Wealth who are sophisticated investors exempt under section 708 of the Corporations Act. None of these subscribers are Related Parties of the Company. None of the subscribers for the Placement were “material investors” receiving more than 1% of the Company issued capital (for the purpose of ASX Guidance Note 21);

• (b) a total of 88,888,889 Placement Shares were issued, with 30,289,369 under Listing Rule 7.1 (which are the subject of Resolution 1(a)) and 58,599,520 under Listing Rule 7.1A (which are the subject of Resolution 1(b)). The Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

• (c)

• the Placement Shares were issued on 21 December 2020;

• (d) the issue price was $0.045 cents per Share;

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• (e) the purpose of this issue and the intended use of the funds raised is as set out in Section 3.1.2;

• (f) the issue of the Placement Shares was not pursuant to an agreement; and

• (g) a voting exclusion statement is set out in the Notice, which precludes any persons who participated in the issue of the Placement Shares and their associates from voting on this Listing Rule 7.4 resolution.

The Directors of the Company believe Resolution 1 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

4. Resolution 2 – Issue of Consideration Shares

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Background

On 12 January 2021, the Company announced that it had signed a binding term sheet ( Term Sheet ) with Flowerday Holdings Pty Ltd ( Flowerday Holdings or the Vendor ) whereby the Company agreed to acquire:

• (a) 100% of the issued capital in Murray Meds Pty Ltd ( Murray Meds ); and

• (b) 100% of the issued share capital in Flowerday Farms Ltd ( Flowerday Farms ).

As part of the transaction, the Company has also agreed to purchase the Flowerday Land Property (and associated Flowerday Holdings Farms Water Rights) ( Flowerday Holdings Property Purchase ).

In consideration for the acquisition of 100% of the issued capital of Murray Meds, Flowerday Farms and the Flowerday Holdings Property Purchase, the Company will:

• (a) at completion of the acquisition of the shares in Murray Meds, pay AUD $1,000,000.00 to the Vendor ;

• (b) at completion of the acquisition of the shares in Murray Meds, issue 100,000,000 fully paid ordinary shares (deemed issue price of $0.05 per Share), which are the subject of this Resolution 2 of this Notice ( Consideration Shares )); and

• (c) no later than 12 months from completion, pay AUD $1,500,000 (subject to completion of the Flowerday Holdings Property Purchase within this period).

The Consideration Shares will be escrowed from completion of the transaction on the following basis:

• (a) 50% for 12 month; and

• (b) 50% for 24 months.

The material conditions precedent to completion of the acquisitions in the Term Sheet are:

• (a) the Company being satisfied with the outcome of its due diligence investigations;

• (b) Murray Meds and Flowerday Farms having liabilities at completion of less than $100,000;

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• (c) the Company obtaining all necessary shareholder and regulatory approvals; and

• (d) the Company and the Vendor obtaining all necessary third party consents.

At completion, Nan-Maree Schoerie, the sole director of Murray Meds, will be appointed to the Company Board as an executive Director.

The Term Sheet otherwise contains such terms, warranties and obligations that are customary for an agreement of this nature.

Murray Meds has a fully licensed medical cannabis cultivation and manufacturing facility located on the Murray River in North Western Victoria. The facility holds a Cultivation, Research and Manufacturing Licence from the Australian Office of Drug Control as well as permits to cultivate and produce 3,500 kilograms of medicinal cannabis. Murray Meds also holds a TGA Good Manufacturing Practice manufacture licence for dried flower, oils and tinctures.

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Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions which are contained in Listing Rule 7.2 (which do not apply in the circumstance of this Resolution), Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The Placement does not fit within any of the exceptions in Listing Rule 7.2 and therefore the issue of the Placement Shares requires shareholder approval.

If Resolution 2 is passed, the issue of the Consideration Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 2 is not passed, the Consideration Shares will not be able to be issued, and the Company will not be able to complete the acquisition pursuant to the Term Sheet.

4.2.1 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Consider Shares under Resolution 2 (in respect of Listing Rules 7.1):

• (a) The Consideration Shares will be issued to the Vendor (and or its nominees). None of these subscribers are Related Parties of the Company;

• (b) a total of 100,000,000 Consideration Shares will be issued under Listing Rule 7.1. The Consideration Shares issued are fully paid ordinary shares in the capital of the Company issued to be issued on the same terms and conditions as the Company's existing Shares;

• (c) the Consideration Shares will be issued at completion of the acquisition of the shares in Murray Meds under the Term Sheet and in any event, within 3 months of this meeting;

• (d) the issue price will be $0.05 cents per Share;

• (e) the purpose of this issue is as set out in Section 4.1;

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• (f) the issue of the Placement Shares is pursuant to an agreement, with the material terms relating to the Consideration Shares set out in Section 4.1; and

• (g) a voting exclusion statement is set out in the Notice, which precludes any persons who participated in the issue of the Placement Shares and their associates from voting on this Listing Rule 7.1 resolution.

The Directors of the Company believe Resolution 2 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

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SCHEDULE 1– Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

• 10% Placement Facility has the meaning given in Section 3.1.4.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

Business Day means:

• (a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

• (b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair means the person appointed to chair the Meeting convened by this Notice.

Company means ECS Botanics Holdings Ltd (ACN 009 805 298).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Flowerday Holdings has the meaning contained in Section 4.1.

Flowerday Holdings Property Purchase has the meaning contained in Section 4.1.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Murray Meds has the meaning contained in Section 4.1.

Notice means this notice of meeting.

Placement Shares has the meaning contained in Section 3.1.1.

Proxy Form means the proxy form attached to the Notice.

Related Party has the meaning set out in the ASX Listing Rule 10.11.

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Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Term Sheet has the meaning contained in Section 4.1.

Vendor has the meaning contained in Section 4.1.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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Need assistance?

Phone:

ECS Botanics Holdings Ltd ABN 98 009 805 298

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

Online:

www.investorcentre.com/contact

ECS

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEDT) Sunday, 28 February 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

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.

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

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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

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.

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

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 under the help tab, "Printable Forms".

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

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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.



I 9999999999

I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

XX

I/We being a member/s of ECS Botanics Holdings Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you 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 General Meeting of ECS Botanics Holdings Ltd to be held at Level 26, 1 Bligh Street, Sydney on Tuesday, 2 March 2021 at 10:00am (AEDT) and at any adjournment or postponement of that meeting.

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 Abstain

• 1a Ratification of Placement Shares - 30,289,369 Shares under the Company’s Listing Rule 7.1 capacity

• 1b Ratification of Placement Shares - 58,599,520 Shares under the Company’s Listing Rule 7.1A capacity

• 2 Issue of Consideration Shares

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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.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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E C S

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