EDEN INNOVATIONS LTD ACN 109 200 900

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON

14 NOVEMBER 2018 COMMENCING AT 9.30AM

Fremantle Room Parmelia Hilton, 14 Mill Street, Perth WESTERN AUSTRALIA

EDEN INNOVATIONS LTD (ACN 109 200 900)

NOTICE OF MEETING

Notice is hereby given that an Annual General Meeting of shareholders of Eden Innovations Ltd (the Company ) will be held at the Fremantle Room, Parmelia Hilton, 14 Mill Street, Perth on Wednesday the 14[th] of November 2018 at 9.30am.

AGENDA

1. Annual Reports

To table the Annual Financial Report for the financial year ended 30 June 2018 and the Director’s Report and Auditor’s Report for that financial year.

2. Resolution 1 – Adoption of Remuneration Report

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

“That for the purposes of section 250R(2) of the Act and for all other purposes, the Company be authorised to adopt the Remuneration Report contained in the Annual Financial Report”.

Short Explanation: In accordance with section 249L(2) of the Act, a resolution that the Remuneration Report be adopted must be put to the vote. The effect of section 250R(3) of the Act is that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Company will disregard any votes cast on this Resolution 1 by the members of the Company’s key management personnel, details of whose remuneration is included in the Remuneration Report and their closely related parties. However, the Company need not disregard a vote cast by any such person (the voter) if the vote is not cast on behalf of any of those persons and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
(b) the voter is the chair of the meeting and the appointment of the chair as proxy:
(i) does not specify the way the proxy is to vote on the resolution; and
(ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity.

3. Resolution 2 – Election of Director

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

“That Mr Lazaros Nikeas being a Director of the Company who automatically retires pursuant to the Company’s Constitution on the date of the meeting, and being eligible offers himself for re-election is hereby re-elected as a Director of the Company.”

4. Resolution 3 – Election of Director

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

“That Dr Stephen Donald Dunmead being a Director of the Company who automatically retires pursuant to the Company’s Constitution on the date of the meeting, and being eligible offers himself for re-election is hereby re-elected as a Director of the Company.”

5. Resolution 4 – Election of Director

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

“That Mr Douglas Howard Solomon being a Director of the Company who retires by rotation pursuant to the Company’s Constitution, and being eligible offers himself for re-election is hereby re-elected as a Director of the Company.”

6. Resolution 5 - Ratification and Approval of Issue of Shares by Directors – March 2018 Placement

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

“That, for the purpose of ASX Listing Rules 7.1 and 7.4 and for all other purposes, shareholders ratify and approve the issue, on 1 March 2018, to a number of institutional and sophisticated and/or professional investors (being persons to

whom a disclosure document is not required to be provided by virtue of s.708(8) to s.708(11) of the Act) of 57,502,997 Shares at a price of $0.11 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, raising $6,325,330.00 (before the expenses of the issue).”

The Company will disregard any votes cast in favour of this Resolution 5 by the institutional and sophisticated and/or professional investors who participated in the share issue under this Resolution 5, and any associates of these recipients. However, the Company need not disregard a vote cast in favour of this Resolution 5 if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

7. Resolution 6 - Ratification and Approval of Issue of Options by Directors - April 2018

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

“That, for the purpose of ASX Listing Rules 7.1 and 7.4, and for all other purposes, shareholders ratify and approve the issue, free of charge, on 26 April 2018, of 2,400,000 options to Mr Lazaros Nikeas, a director of the Company, each to acquire one Share at an exercise price of $0.20 at any time:

(a) in the case of the 800,000 options that vested on 26 April 2018, between 26 April 2018 and 26 October 2021 ( Expiry Date );
(b) in the case of the 800,000 options that will vest on 26 April 2019, between 26 April 2019 and the Expiry Date; and
(c) in the case of the 800,000 options that will vest on 26 April 2020, between 26 April 2020 and the Expiry Date,

and otherwise on the terms and conditions set out in the attached explanatory statement.

The Company will disregard any votes cast in favour of this Resolution 6 by Mr Lazaros Nikeas and any associates of Mr Lazaros Nikeas. However, the Company need not disregard a vote cast in favour of this Resolution 6 if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

8. Resolution 7 - Ratification and Approval of Issue of Options by Directors - April 2018

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

“That, for the purpose of ASX Listing Rules 7.1 and 7.4, and for all other purposes, shareholders ratify and approve the issue, free of charge, on 26 April 2018, of 2,400,000 options to Dr Stephen Donald Dunmead, a director of the Company, each to acquire one Share at an exercise price of $0.20 at any time:

(a) in the case of the 800,000 options that vested on 26 April 2018, between 26 April 2018 and the Expiry Date;
(b) in the case of the 800,000 options that will vest on 26 April 2019, between 26 April 2019 and the Expiry Date; and
(c) in the case of the 800,000 options that will vest on 26 April 2020, between 26 April 2020 and the Expiry Date,

and otherwise on the terms and conditions set out in the attached explanatory statement.”

The Company will disregard any votes cast in favour of this Resolution 7 by Dr Stephen Donald Dunmead and any associates of Dr Stephen Donald Dunmead. However, the Company need not disregard a vote cast in favour of this Resolution 7 if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

9. General

To transact any business which may be brought before the meeting in accordance with the Constitution of the Company, the Act, or otherwise.

PROXIES

In accordance with section 249L of the Act, shareholders are advised each shareholder has a right to appoint a proxy, the proxy need not be a shareholder of the Company and a shareholder who is 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.

In accordance with section 250BA of the Act the Company specifies the following for the purposes of receipt of proxy appointments:

appointments:
Online:	www.advancedshare.com.au/investor-login
By hand delivery to:	Advanced Share Registry Limited, 110 Stirling Hwy, Nedlands WA 6009
By Post to:	Advanced Share Registry Limited, 110 Stirling Hwy, Nedlands WA 6009; or
	or PO Box 1156, Nedlands WA 6909
By facsimile to:	(08) 9262 3723
By email to:	[email protected]

Each shareholder entitled to vote at the Annual General Meeting has the right to appoint a proxy to vote on each particular Resolution. A shareholder may specify the way in which the appointed proxy is to vote on a particular Resolution or may allow the appointed proxy to vote at its discretion. Where a shareholder appoints the Chairman as their proxy and does not expressly direct the Chairman to vote 'For' or 'Against' a resolution or to abstain from voting on a resolution, the Chairman intends to vote in favour of such resolution. Notwithstanding the Chairman's voting intention, a shareholder can (where they have appointed the Chairman as their proxy) expressly direct the Chairman to vote for or against such resolution, or to abstain from voting on such resolution, by marking the appropriate box on their proxy form. That is, a shareholder can direct the Chairman to vote as their proxy in a manner which is contrary to the Chairman's stated voting intentions. If a shareholder does not mark any of the 'For', 'Against' or 'Abstain' boxes on the proxy form for Resolution 1 (Adoption of Remuneration Report), that shareholder will thereby be taken to have directed the Chairman to vote in accordance with the Chairman's stated voting intention (that is, to vote in favour of such resolution).

The instrument appointing the proxy must be received by the Company as provided in its Constitution no later than 48 hours prior to the time of the commencement of the Annual General Meeting. This proxy form may be sent by facsimile transmission to the number identified on the proxy form.

A corporation may elect to appoint a representative in accordance with the Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 the Company determines that shareholders holding ordinary shares at 5.00pm WST on 12 November 2018 will be entitled to attend and vote at the Annual General Meeting.

Except where the contrary intention appears, all defined terms used in this Notice of Meeting have the meanings set out in the glossary of the Explanatory Statement accompanying this Notice.

By Order of the Board of Directors

A P Gates Secretary

Dated this 15[th] day of October 2018

EDEN INNOVATIONS LTD

(ACN 109 200 900)

EXPLANATORY STATEMENT FOR SHAREHOLDERS

This Explanatory Statement is intended to provide shareholders of the Company with sufficient information to assess the merits of each Resolution contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting.

1 – RECEIVE AND CONSIDER THE ANNUAL REPORTS

The first agenda item is to receive and consider the Annual Financial Report, Director’s Report and Auditor’s Report for the Company for the financial year ended 30 June 2018. No Resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Company’s Directors and auditors in relation to the Company’s results and operations for the financial year.

2 – REMUNERATION REPORT

The Annual Financial Report for the financial year ended 30 June 2018 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 249L(2) of the Act, a resolution that a Remuneration Report be adopted must be put to the vote. However, pursuant to section 250R(3) of the Act, the vote on the Resolution is advisory only and will not require the Directors or the Company to alter any arrangements detailed in the Remuneration Report, should the Resolution not be passed.

Voting exclusion statement

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
(b) the voter is the chair of the meeting and the appointment of the chair as proxy:
(i) does not specify the way the proxy is to vote on the resolution; and
(ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity.

3 – RE-ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Mr Lazaros Nikeas retires and, being eligible, offers himself for re-election as a Director of the Company.

Mr Nikeas was appointed as a Director of the Company by the Board on 1 May 2018. By clause 69 of the Company’s Constitution, Mr Nikeas is only permitted to hold office until this Annual General Meeting (being the first Annual General Meeting occurring after his appointment), but is permitted to seek (and is seeking) re-election as a Director of the Company at this meeting.

Mr Nikeas is an experienced investment and private equity professional who brings over 17 years of US finance experience to the Board. Mr Nikeas is currently a Principal Investment Manager for Weston Energy LLC, a portfolio company of New York private equity group, Yorktown Partners LLC. Prior to this, he was Lead Partner and Principal of Traxys Capital Partners, a private equity vehicle focused on mining, chemicals and industrial investments in partnership with The Carlyle Group.

Before moving into private equity, he served as the Head of Corporate Finance Advisory for Materials, Mining and Chemicals for North America for BNP Paribas for five years. Other investment banking roles included Partner in Mergers & Acquisitions Advisory at Hill Street Capital for eight years and as a Corporate Finance Analyst at Morgan Stanley, where he began his career. Altogether, he has advised on over US$25 billion of mergers and acquisitions transactions. Mr Nikeas holds a Bachelor of Arts from Amherst College in Massachusetts, US.

The Board recommends that shareholders vote in favour of this Resolution.

4 – RE-ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Dr Stephen Donald Dunmead retires and, being eligible, offers himself for re-election as a Director of the Company.

Dr Dunmead was appointed as a Director of the Company by the Board on 1 May 2018. By clause 69 of the Company’s Constitution, Dr Dunmead is only permitted to hold office until this Annual General Meeting (being the first Annual General Meeting occurring after his appointment), but is permitted to seek (and is seeking) re-election as a Director of the Company at this meeting.

Dr Dunmead is a global business executive who brings over 30 years of strong operational leadership experience in the US based global materials industry to the role of Non-Executive Director. He served as Chief Operating Officer at SWM International (NYSE: SWM) in Georgia where he was responsible for over 3,000 employees across 20 sites of the company’s global operations in North and South America, Europe and Asia, accounting for US$0.8 billion of revenue and US$180 million in EBITDA. At SWM International he led the business into the high growth and high margin filtration and medical sectors.

Prior to SWM International, Dr Dunmead spent over 15 years at OM Group (NYSE: OMG) in Ohio where he was a member of the Corporate Executive Team and had responsibility for six businesses with more than 6,500 employees across 32 sites in North America, Europe, Asia and Africa. Together, these businesses represented US$1.5 billion in revenue and US$255 million in EBITDA. Dr Dunmead started his career as a research engineer at the Lawrence Livermore National Laboratory in California. He later joined the Dow Chemical Company where he held a variety of research and business development positions.

Dr Dunmead holds a PhD in Materials Science and Engineering from the University of California at Davis, as well as a MS and BS in Ceramic Engineering from The Ohio State University. He holds 25 US Patents on Advanced Materials and Specialty Chemicals.

The Board recommends that shareholders vote in favour of this Resolution.

5 – RE-ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Mr Douglas H Solomon retires by rotation and, being eligible, offers himself for re-election as a Director of the Company.

Mr Douglas H Solomon has been a Board member since May 2004. He is a barrister and solicitor with more than 35 years’ experience in the areas of mining, corporate, commercial and property law. Mr Douglas H Solomon is a partner in the law firm, Solomon Brothers. He is also a non-executive director of Tasman Resources Ltd and Conico Ltd.

The Board recommends that shareholders vote in favour of this Resolution.

6 - RATIFICATION OF ISSUE OF SHARES BY DIRECTORS – MARCH 2018

Resolution 5 seeks shareholder approval and ratification, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, of the issue to a number of institutional and sophisticated and/or professional investors (being persons to whom a disclosure document is not required to be provided by virtue of s.708(8) to s.708(11) of the Act) of 57,502,997 Shares at a price of $0.11 per Share, raising $6,325,330.00 (before the expenses of the issue).

All of the 57,502,997 Shares rank pari passu with all other Shares currently on issue in the Company. This share issue was made without disclosure to investors in accordance with section 708 of the Act. A 6% management and selling fee was payable to lead broker Bell Potter Securities Limited.

These 57,502,997 Shares were issued by the Company under the 15% placement rule in ASX Listing Rule 7.1.

Listing Rule 7.1 prohibits a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of its ordinary securities without the approval of holders of its ordinary securities.

Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and holders of ordinary securities subsequently approve it.

Equity securities issued with the approval of holders of a company’s ordinary securities in accordance with Listing Rule 7.1 are not then required to be included in the 15% limit imposed by Listing Rule 7.1. Accordingly, if this Resolution 5 is passed, the Company’s 15% placement capacity will be reinstated to the extent of the equity securities the subject of this Resolution 5.

The Company’s total issued capital immediately prior to the issue of the 57,502,997 Shares to these institutional and sophisticated and/or professional investors on 1 March 2018 was as follows:

Class	Number
Shares	1,312,840,421
EDEO Options	155,678,818
ESOP Options	32,682,022
Other unlisted Options	35,865,000

The issue of 57,502,997 Shares to these institutional and sophisticated and/or professional investors represented 4.38% of the Company’s then issued share capital (of 1,312,840,421 Shares), and represents 3.78% of the Company’s issued share capital as at the date of this notice (of 1,521,399,119 Shares).

The Company therefore seeks shareholder approval and ratification to the issue of the 57,502,997 Shares to institutional and sophisticated and/or professional investors pursuant to Listing Rules 7.1 and 7.4.

The following information is provided in accordance with Listing Rule 7.5:

57,502,997 Shares were issued by the Company to a number of institutional and sophisticated and/or professional investors on 1 March 2018.
The Shares were issued at an issue price of $0.11 per Share, raising $6,325,330.00, less the expenses of the issue.
The Shares were issued on the same terms as, and rank pari passu with, the existing issued Shares of the Company and are quoted on the ASX.
The Shares were issued to a number of institutional and sophisticated and/or professional investors, none of whom were related parties of the Company.
$6,325,330.00 (less the expenses of the issue) was raised from the issue of the Shares, which was applied towards general working capital and sales and marketing.

Voting exclusion statement

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

7 - RATIFICATION OF ISSUE OF OPTIONS BY DIRECTORS – APRIL 2018

Resolution 6 seeks shareholder approval and ratification, for the purposes of ASX Listing Rules 7.1 and 7.4, and for all other purposes, of the issue, free of charge, on 26 April 2018, of 2,400,000 options to Mr Lazaros Nikeas, each to acquire one Share at an exercise price of $0.20 at any time:

(a) in the case of the 800,000 options that vested on 26 April 2018, between 26 April 2018 and the Expiry Date;
(b) in the case of the 800,000 options that will vest on 26 April 2019, between 26 April 2019 and the Expiry Date; and
(c) in the case of the 800,000 options that will vest on 26 April 2020, between 26 April 2020 and the Expiry Date,

( 20 cent Options ).

All of the 2,400,000 20 cent Options were issued on terms and conditions set out in the Company’s employee share option plan ( ESOP ). A summary of the material terms of the 20 cent Options are set out in Schedule 1.

No funds were raised by, and no commission was payable in connection with the issue of the 20 cent Options.

Mr Lazaros Nikeas was appointed as a director of the Company on 1 May 2018, after the issue of the 20 cent Options.

The Company did not require (and did not obtain) shareholder approval to issue the 20 cent Options to Mr Lazaros Nikeas because:

A. shareholder approval was not required under Listing Rule 10.11 (which prohibits the issue of equity securities, which term includes options, to a related party of a public company) because Mr Lazaros Nikeas was a related party of the Company by reason only of the application to him of s.228(6) of the Act (namely, because he had a belief that he was likely to become a related party of the Company in the future), with the result that the issue fell within exception 6 of Listing Rule 10.12; and
B. all of the 20 cent Options were issued by the Company under the 15% placement rule in ASX Listing Rule 7.1.

Equity securities issued with the approval of holders of a company’s ordinary securities in accordance with Listing Rule 7.1 are not then required to be included in the 15% limit imposed by Listing Rule 7.1. Accordingly, if this Resolution 6 is passed, the Company’s 15% placement capacity will be reinstated to the extent of the equity securities the subject of this Resolution 6.

The Company’s total issued capital immediately prior to the issue of the 2,400,000 20 cent Options to Mr Lazaros Nikeas on 26 April 2018 was as follows:

Class	Number
Shares	1,379,104,864
EDEO Options	146,917,372
ESOP Options	32,347,462
Other unlisted Options	35,865,000

(1) These figures include the Shares that were issued to the institutional and sophisticated and/or professional investors on 1 March 2018 and which are the subject of Resolution 5 above.
(2) These figures do not include the 20 cent Options that were issued to Mr Stephen Donald Dunmead on the same day (26 April 2018) and which are the subject to Resolution 7 below.

The issue of the 2,400,000 20 cent Options represented 0.17% of the Company’s then issued share capital (of 1,379,104,864 Shares), and represents 0.16% of the Company’s issued Share capital as at the date of this Notice (of 1,521,399,119 Shares).

The Company seeks shareholder approval and ratification to the issue of the 2,400,000 20 cent Options to Mr Lazaros Nikeas pursuant to Listing Rules 7.1 and 7.4.

The following information is provided in accordance with Listing Rule 7.5:

2,400,000 20 cent Options were issued by the Company on 26 April 2018 to Mr Lazaros Nikeas.
All of the 2,400,000 20 cent Options were issued free of charge.
The 2,400,000 20 cent Options are unlisted. Any Shares which are issued consequent upon the exercise of any of these options after they have vested and before 26 October 2021 (the Expiry Date) will rank pari passu with the existing issued Shares of the Company (ASX Code: EDE) and will be quoted on the ASX.
The 2,400,000 20 cent Options were issued to Mr Lazaros Nikeas, who was not a Director of the Company at the time that the 20 cent Options were issued to him, but is currently a Director of the Company (and will remain a Director of the Company if re-appointed pursuant to Resolution 2).
No funds were raised from the issue of the 2,400,000 20 cent Options. Any funds raised from the exercise of the 20 cent Options will be used for the Company’s general working capital.

Voting exclusion statement

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

8 - RATIFICATION OF ISSUE OF OPTIONS BY DIRECTORS – APRIL 2018

Resolution 7 seeks shareholder approval and ratification, for the purposes of ASX Listing Rules 7.1 and 7.4, and for all other purposes, of the issue, free of charge, on 26 April 2018, of 2,400,000 20 cent Options to Dr Stephen Donald Dunmead, each to acquire one Share at any time:

(a) in the case of the 800,000 20 cent Options that vested on 26 April 2018, between 26 April 2018 and the Expiry Date;
(b) in the case of the 800,000 20 cent Options that will vest on 26 April 2019, between 26 April 2019 and the Expiry Date; and
(c) in the case of the 800,000 20 cent Options that will vest on 26 April 2020, between 26 April 2020 and the Expiry Date.

All of the 2,400,000 20 cent Options were issued on terms and conditions set out in the Company’s ESOP. A summary of the material terms of the 20 cent Options are set out in Schedule 1.

No funds were raised by, and no commission was payable in connection with the issue of the 20 cent Options.

Dr Stephen Donald Dunmead was appointed as a director of the Company on 1 May 2018, after the issue of the 20 cent Options.

The Company did not require (and did not obtain) shareholder approval to issue the 20 cent Options to Dr Stephen Donald Dunmead because:

A. shareholder approval was not required under Listing Rule 10.11 (which prohibits the issue of equity securities, which term includes options, to a related party of a public company) because Dr Stephen Donald Dunmead was a related party of the Company by reason only of the application to him of s.228(6) of the Act (namely, because he had a belief that he was likely to become a related party of the Company in the future), with the result that the issue fell within exception 6 of Listing Rule 10.12; and
B. all of the 20 cent Options were issued by the Company under the 15% placement rule in ASX Listing Rule 7.1.

Equity securities issued with the approval of holders of a company’s ordinary securities in accordance with Listing Rule 7.1 are not then required to be included in the 15% limit imposed by Listing Rule 7.1. Accordingly, if this Resolution 7 is passed, the Company’s 15% placement capacity will be reinstated to the extent of the equity securities the subject of this Resolution 7.

The Company’s total issued capital immediately prior to the issue of the 2,400,000 20 cent Options to Dr Stephen Donald Dunmead on 26 April 2018 was as follows:

Class	Number
Shares	1,379,104,864
EDEO Options	146,917,372
ESOP Options	32,347,462
Other unlisted Options	35,865,000

(1) These figures include the Shares that were issued to the institutional and sophisticated and/or professional investors on 1 March 2018 and which are the subject of Resolution 5 above.
(2) These figures do not include the 20 cent Options that were issued to Mr Lazaros Nikeas on the same day (26 April 2018) and which are the subject to Resolution 6 above.

The Company seeks shareholder approval and ratification to the issue of the 2,400,000 20 cent Options to Dr Stephen Donald Dunmead pursuant to Listing Rules 7.1 and 7.4.

The following information is provided in accordance with Listing Rule 7.5:

2,400,000 20 cent Options were issued by the Company on 26 April 2018 to Dr Stephen Donald Dunmead.
All of the 2,400,000 20 cent Options were issued free of charge.
The 2,400,000 20 cent Options are unlisted. Any Shares which are issued consequent upon the exercise of any of these options after they have vested and before 26 October 2021 (the Expiry Date) will rank pari passu with the existing issued Shares of the Company (ASX Code: EDE) and will be quoted on the ASX.
The 2,400,000 20 cent Options were issued to Dr Stephen Donald Dunmead, who was not a Director of the Company at the time that the 20 cent Options were issued to him, but is currently a Director of the Company (and will remain a Director of the Company if re-appointed pursuant to Resolution 3).
No funds were raised from the issue of the 2,400,000 20 cent Options. Any funds raised from the exercise of the 20 cent Options will be used for the Company’s general working capital.

Voting exclusion statement

The Company will disregard any votes cast in favor of this Resolution 7 by Dr Stephen Donald Dunmead and any associates of Dr Stephen Donald Dunmead. However, the Company need not disregard a vote cast in favour of this Resolution 7 if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

GLOSSARY OF TERMS

In this Explanatory Statement and accompanying Notice of Meeting the following words and expressions have the following meanings:

“20 cent Options” means the options the subject of Resolutions 6 and 7 above, each to acquire one Share at an exercise price of $0.20 at any time before 26 October 2021 (subject to the options having vested);

" Act " means Corporations Act 2001 (Cth);

“ASIC” means Australian Securities and Investments Commission;

" ASX " means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as required by the context;

" Board " means the board of Directors of the Company;

" Company " or " Eden " means Eden Innovations Ltd (ACN 109 200 900);

" Director " means a director of the Company;

“Expiry Date” means 26 October 2021;

" Explanatory Statement " means the information attached to the Notice of Meeting which provides information to shareholders about the Resolutions contained in the Notice of Meeting;

“Listing Rules” means the ASX Listing Rules and “Listing Rule” has a corresponding meaning;

" Notice " or " Notice of Meeting " means the notice of meeting which accompanies this Explanatory Statement;

" Shares " means fully paid ordinary shares in the capital of the Company;

“Shareholders” means the shareholders of the Company; and

unless the contrary intention appears, terms defined in the Notice of Meeting have the same meaning in this Explanatory Statement.

SCHEDULE 1

SUMMARY OF TERMS AND CONDITIONS OF 20 CENT OPTIONS

There is no issue price for the Options. The exercise price for the Options is 20 cents.
Shares issued on exercise of Options will rank equally with other Shares of the Company.
Options may not be transferred without the approval of the Board. Quotation of Options on ASX will not be sought. However, the Company will apply to ASX for official quotation of the Shares issued on the exercise of the Options.
Options may only be issued or exercised within the limitations imposed by the Act and the Listing Rules.
The Options vest over a three year period, in three equal tranches, on 26 April 2018, 26 April 2019 and 26 April 2020 respectively. All Options may be exercised after they have been vested and before 26 October 2021 ( Exercise Period ).
If an optionholder leaves the employment of the Company:
6.1 2 years or more after Options are issued to them; or
6.2 because of retirement at or after 55 years of age, permanent disablement, retrenchment, death or any other circumstances approved by the Board,

the Options may be exercised within 30 days (or 3 months in the case of death), or any longer period permitted by the Board. If not exercised in that time, the Options lapse.

If an optionholder leaves the employment of the Company or of a related body corporate of the Company earlier than 2 years after Options are issued to them and paragraph 6.2 above does not apply, the Options lapse.
If any optionholder acts fraudulently, dishonestly or in breach of obligations to the Company or any subsidiary then, at the Board’s discretion, Options issued to that person will lapse.
Options will automatically lapse at the expiration of the Exercise Period.
The holders of Options will only participate in new issues, including bonus issues, if they have exercised the Options at that time and provided such exercise is permitted by the terms of the Option.
If the Company makes a bonus issue of securities to ordinary shareholders, each unexercised Option will, on exercise, entitle its holder to receive additional Shares in accordance with the provision of Listing Rule 6.22.3.
If the Company makes a pro rata rights issue of ordinary Shares for cash to its ordinary shareholders, then there is provision for adjustment of the exercise price of unexercised Options in accordance with the provision of Listing Rule 6.22.2.
In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the optionholder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.
The Board may determine within 7 days of the exercise of an Option not to allot or issue Shares under the Option but to refund the tendered exercise price for the Option and either to pay to the Option holder an amount equal to the difference between the market price of the Shares as at the date of exercise and the exercise price of the Option, or issue that number of Shares having a market value at the date of exercise of the Option equal to the difference between the market price of the shares as at the date of exercise and the exercise price for the Option.

LODGE YOUR PROXY APPOINTMENT ONLINE

Level 15, 197 St George’s Terrace, Perth, Western Australia 6000

 ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2018 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Eden Innovations Ltd and entitled to attend and vote hereby:

APPOINT A PROXY

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The Chair of the  PLEASE NOTE: If you leave the section blank, OR meeting the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting 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 law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Fremantle Room, Parmelia Hilton, 14 Mill Street, Perth, Western Australia on 14 November 2018 at 9.30am (WST) and at any adjournment or postponement of that Meeting. I/we acknowledge the Chairman of the Meeting intends to vote all undirected proxies available to them in favour of each Item of Business.

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

VOTING DIRECTIONS

	2018 ANNUAL GENERAL MEETING PROXY FORM I/We being shareholder(s) of Eden Innovations Ltd and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the meeting OR PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting 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 law, as the proxy sees fit), at the Annual General Meeting of the Company to be held atFremantle Room, Parmelia Hilton, 14 Mill Street, Perth, Western Australia on 14 November 2018 at 9.30am (WST)and at any adjournment or postponement of that Meeting. I/we acknowledge the Chairman of the Meeting intends to vote all undirected proxies available to them in favour of each Item of Business. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I/we have indicated a different voting intention below) even though this Item is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chairman.
	VOTING DIRECTIONS
STEP 2	Agenda Items For Against Abstain*
	1 Adoption of Remuneration Report
	2 Election of Director - Mr Lazaros Nikeas
	3 Election of Director - Dr Stephen Donald Dunmead
	4 Election of Director - Mr Douglas Howard Solomon
	5 Ratification and Approval of Issue of Shares by Directors – March 2018 Placement
	6 Ratification and Approval of Issue of Options by Directors - April 2018
	7 Ratification and Approval of Issue of Options by Directors - April 2018
	* 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.
STEP 3	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/CompanySecretary (Delete one) Director
	This form should be signed by the shareholder. If a joint holding, all the shareholders should 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).
	Email Address
	Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

CHANGE OF ADDRESS

This form shows your address as it appears on 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.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

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

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

DEFAULT TO THE CHAIRMAN OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chairman of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on 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 a given item, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on an item, your vote on that item will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chairman) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Item 1, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Item 1.

PLEASE NOTE: If you appoint the Chairman as your proxy (or if they are appointed by default) but do not direct them how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item), the Chairman may vote as they see fit on that item.

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 Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) On each 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

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 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.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 9.30 am (WST) on 12 November 2018, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login
BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909
BY FAX +61 8 9262 3723
BY EMAIL [email protected]
IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or
ALL ENQUIRIES TO Telephone: +61 8 9389 8033

(b) Return both forms together.

AI assistant

EDEN INNOVATIONS LTD — AGM Information 2018

64820_rns_2018-10-14_d71fa526-b2c7-4a16-af51-11599e3d233b.pdf

EDEN INNOVATIONS LTD ACN 109 200 900

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

TO BE HELD ON

EDEN INNOVATIONS LTD (ACN 109 200 900)

NOTICE OF MEETING

AGENDA

1. Annual Reports

2. Resolution 1 – Adoption of Remuneration Report

3. Resolution 2 – Election of Director

4. Resolution 3 – Election of Director

5. Resolution 4 – Election of Director

6. Resolution 5 - Ratification and Approval of Issue of Shares by Directors – March 2018 Placement

7. Resolution 6 - Ratification and Approval of Issue of Options by Directors - April 2018

8. Resolution 7 - Ratification and Approval of Issue of Options by Directors - April 2018

9. General

PROXIES

By Order of the Board of Directors

EDEN INNOVATIONS LTD

(ACN 109 200 900)

EXPLANATORY STATEMENT FOR SHAREHOLDERS

1 – RECEIVE AND CONSIDER THE ANNUAL REPORTS

2 – REMUNERATION REPORT

Voting exclusion statement

3 – RE-ELECTION OF DIRECTOR

4 – RE-ELECTION OF DIRECTOR

5 – RE-ELECTION OF DIRECTOR

6 - RATIFICATION OF ISSUE OF SHARES BY DIRECTORS – MARCH 2018

Voting exclusion statement

7 - RATIFICATION OF ISSUE OF OPTIONS BY DIRECTORS – APRIL 2018

( 20 cent Options ).

Voting exclusion statement

8 - RATIFICATION OF ISSUE OF OPTIONS BY DIRECTORS – APRIL 2018

Voting exclusion statement

GLOSSARY OF TERMS

SCHEDULE 1

SUMMARY OF TERMS AND CONDITIONS OF 20 CENT OPTIONS

 ONLINE PROXY APPOINTMENT

2018 ANNUAL GENERAL MEETING PROXY FORM

APPOINT A PROXY

VOTING DIRECTIONS

CHANGE OF ADDRESS

CORPORATE REPRESENTATIVES

APPOINTMENT OF A PROXY

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Joint Holding:

DEFAULT TO THE CHAIRMAN OF THE MEETING

VOTING DIRECTIONS – PROXY APPOINTMENT

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

APPOINTMENT OF A SECOND PROXY

Power of Attorney:

Companies:

LODGE YOUR PROXY FORM

More from EDEN INNOVATIONS LTD

EDEN INNOVATIONS LTD AGM Information 2018