ACN 109 200 900

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AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT

12 June 2019

Notice of General Meeting

Please find attached the Notice of Meeting and Proxy Form for the General Meeting to be held on 2 July 2019, that was dispatched to all shareholders on 31 May 2019.

Due to an administrative oversight this was not lodged at the time of dispatch.

For any queries please contact Aaron Gates on +618 9282 5889.

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Aaron P Gates Company Secretary

Eden Innovations Ltd | Telephone +61 8 9282 5889 Level 15, 197 St George’s Terrace, Perth, Western Australia 6000, Australia | edeninnovations.com

EDEN INNOVATIONS LTD ACN 109 200 900

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON

2 JULY 2019 COMMENCING AT 9:30am

AT

LEVEL 15, 197 ST GEORGES TERRACE PERTH, WESTERN AUSTRALIA

EDEN INNOVATIONS LTD (ACN 109 200 900)

NOTICE OF MEETING

Notice is hereby given that a General Meeting of shareholders of Eden Innovations Ltd (the Company ) will be held at Level 15, 197 St Georges Terrace, Perth on Tuesday the 2[nd] day of July 2019 at 9:30am.

AGENDA

1. Resolution 1 – Ratification and Approval of Issue of Shares and Options– February 2019 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 to the Placement Subscribers (being persons to whom a disclosure document under Chapter 6D of the Act was not required to be provided) of:

(a) on 8 February 2019, 26,277,774 Shares at a price of $0.054 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company; and
(b) on 8 March 2019, 13,138,891 accompanying EDEOB Options (each to acquire 1 Share at an exercise price of 8 cents at any time up to and including 8 March 2021) free of charge,

raising $1,418,999.80 (before the expenses of the issue).”

The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of the Placement Subscribers (being the persons who participated in the share and option issue under this Resolution 1), or any of their associates. However, the Company need not disregard a vote cast in favour of this Resolution 1 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.

2. Resolution 2 – Cancellation of 4,800,000 ESOP Options

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 Rule 6.23 and for all other purposes shareholders approve, subject to the passage of Resolutions 3 and 4 below, the cancellation of the 2,400,000 ESOP Options held by each of Dr Stephen Donald Dunmead and Mr Lazaros Nikeas, both non-executive directors of the Company, in consideration of the issue to them of the new Shares the subject of Resolutions 3 and 4 below respectively and otherwise on the terms and conditions set out in the Explanatory Statement.”

The Company will disregard any votes cast in favour of this Resolution 2 by or on behalf of Dr Stephen Donald Dunmead, Mr Nikeas or any of their associates. However, the Company need not disregard a vote cast in favour of this Resolution 2 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.

3. Resolution 3 – Approval of Issue of 1,000,000 Shares to Dr Stephen Donald Dunmead (a non-executive Director) in consideration of the cancellation of 2,400,000 ESOP Options currently held by him

Subject to and conditional upon the passage of Resolution 2, 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 Rule 10.11, Chapter 2E of the Act and for all other purposes, shareholders approve the issue, free of charge, of 1,000,000 Shares to Dr Stephen Donald Dunmead, a non-executive director of the Company, in consideration of the cancellation of 2,400,000 ESOP Options currently held by him, on terms that none of these Shares can be sold or otherwise disposed of by Dr Dunmead in the two-year period following their date of issue and otherwise on the terms and conditions set out in the Explanatory Statement.”

The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of Dr Stephen Donald Dunmead or any of his associates. However, the Company need not disregard a vote cast in favour of this Resolution 3 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.

4. Resolution 4 – Approval of Issue of 1,000,000 Shares to Mr Lazaros Nikeas (a non-executive Director) in consideration of the cancellation of 2,400,000 ESOP Options currently held by him

Subject to and conditional upon the passage of Resolution 2, 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 Rule 10.11, Chapter 2E of the Act and for all other purposes, shareholders approve the issue, free of charge, of 1,000,000 Shares to Lazaros Nikeas, a non-executive director of the Company, in consideration of the cancellation of 2,400,000 ESOP Options currently held by him, on terms that none of these Shares can be sold or otherwise disposed of by Mr Nikeas in the two-year period following their date of issue and otherwise on the terms and conditions set out in the Explanatory Statement.”

The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of Lazaros Nikeas or any of his associates. However, the Company need not disregard a vote cast in favour of this Resolution 4 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.

5. Resolution 5 – Adoption Of Performance Rights Plan

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 Rule 7.2 (Exception 9) and for all other purposes, shareholders approve the Eden Innovations Limited Performance Rights Plan, the details of which are set out in the Explanatory Statement, and the issue of Performance Rights under that Plan.”

The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of any Director of the Company (except a Director who is ineligible to participate in any employee incentive scheme in relation to the Company) or any associate of that person. 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.

6. Resolution 6 – Approval Of Issue Of Shares to Dr Stephen Donald Dunmead (a Non-Executive Director) in satisfaction of director’s fees

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 Rule 10.11 and for all other purposes, shareholders approve the issue to Dr Stephen Donald Dunmead , a non-executive director of the Company, in addition to the director fees (of $54,000 per annum) which are currently being paid to him, of $32,000 worth of new Shares in the Company annually, as additional fees for acting in his capacity as a non –executive director of the Company (commencing with the financial year ended 30 June 2019), on terms that none of these Shares can be sold or otherwise disposed of by Dr Dunmead in the two-year period following their date of issue and otherwise on the terms and conditions set out in the Explanatory Statement.”

The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of Dr Stephen Donald Dunmead or any of his associates. 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.

7. Resolution 7 – Approval Of Issue Of Shares to Mr Lazaros Nikeas (a Non-Executive Director) in satisfaction of director’s fees

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 Rule 10.11 and for all other purposes, shareholders approve the issue to Lazaros Nikeas, a non-executive director of the Company, in addition to the director fees (of $54,000 per annum) which are currently being paid to him, of $32,000 worth of new Shares in the Company annually, as additional fees for acting in his capacity as a non –executive director of the Company (commencing with the financial year ended 30 June 2019), on terms that none of these Shares can be sold or otherwise disposed of by Mr Nikeas in the two-year period following their date of issue and otherwise on the terms and conditions set out in the Explanatory Statement.”

The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of Lazaros Nikeas or any of his associates. 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.

8. Resolution 8 – Approval of Issue of 1,000,000 Shares to Dr Stephen Donald Dunmead (a non-executive Director) in part payment of consultancy fees

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 10.11 and Chapter 2E of the Act and for all other purposes, shareholders approve the issue of 1,000,000 Shares to Dr Stephen Donald Dunmead, a non-executive director of the Company, in part payment of the consideration which is payable to Dr Dunmead for consultancy services to be provided by him to the Company in the period from 1 January 2019 to 30 June 2019, on terms that none of these Shares can be sold or otherwise disposed of by Dr Dunmead in the two-year period following their date of issue and otherwise on the terms and conditions set out in the Explanatory Statement.”

The Company will disregard any votes cast in favour of this Resolution 8 by or on behalf of Dr Stephen Donald Dunmead or any of his associates. However, the Company need not disregard a vote cast in favour of this Resolution 8 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.

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: 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 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.

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 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 30 June 2019 will be entitled to attend and vote at the 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

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A P Gates Secretary

Dated this 13[th] day of May 2019

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 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.

PART 1 – RESOLUTION 1: RATIFICATION AND APPROVAL OF ISSUE OF SHARES AND OPTIONS – FEBRUARY 2019

Resolution 1 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 the Placement Subscribers (being persons to whom a disclosure document under Chapter 6D of the Act was not required to be provided) of:

(a) on 8 February 2019, 26,277,774 Shares at an issue price of $0.054 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company; and
(b) on 8 March 2019, 13,138,891 accompanying EDEOB Options (each to acquire 1 Share at an exercise price of 8 cents at any time up to and including 8 March 2021), free of charge, which have been issued on the same terms as all of the other EDEOB Options currently on issue by the Company,

raising $1,418,999.80 (before the expenses of the placement). EAS Advisors, LLC, acting though Odeon Capital Group LLC acted as placement agent for the Company in the United States and a 6% placement fee was paid on some of the funds raised under this placement.

All of these 26,277,774 Shares and 13,138,891 free attaching EDEOB Options were issued by the Company under its 15% placement capacity under 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 at the commencement of that 12 month period 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 1 is passed, the Company’s 15% placement capacity will be reinstated to the extent of the equity securities the subject of this Resolution 1.

The Company’s total issued capital immediately prior to the issue of the 26,277,774 Shares to the Placement Subscribers on 8 February 2019 was as follows:

Class	Number
Shares	1,521,399,119
ESOPOptions	36,194,422*
Otherunlisted Options	35,865,000*

*5,550,000 of the ESOP Options, and 10,000,000 of the other unlisted Options, have since expired.

The Company’s total issued capital as at the date of this notice of meeting (inclusive of the 26,277,774 Shares and 13,138,891 free attaching EDEOB Options the subject of this Resolution 1 and the Shares and accompanying EDEOB Options issued under the renounceable rights issue undertaken by the Company pursuant to a prospectus dated 11 February 2019) is as follows:

Class	Number
Shares	1,660,801,742
ESOPOptions	30,644,422
Otherunlisted Options	25,865,000
EDEOBOptions	69,699,634

The issue of 26,277,774 Shares to the Placement Subscribers represented 1.73% of the Company’s then issued share capital (of 1,521,399,119 Shares), and represents 1.58% of the Company’s issued share capital as at the date of this Notice (of 1,660,801,742 Shares).

The issue of 13,138,891 free accompanying EDEOB Options to the Placement Subscribers represented 18.23% of the Company’s then issued options (all unlisted) (of 72,059,422), and represents 10.41% of the Company’s issued options (both listed and unlisted) as at the date of this Notice (of 126,209,056).

The Company seeks Shareholder approval and ratification to the issue of the 26,277,774 Shares and 13,138,891 accompanying EDEOB Options to the Placement Subscribers pursuant to Listing Rules 7.1 and 7.4.

Listing Rule 7.5

The following information is provided in accordance with, and as required by, Listing Rule 7.5:

The 26,277,774 Shares and 13,138,891 accompanying EDEOB Options were issued by the Company to the Placement Subscribers on 8 February 2019 and on 8 March 2019 respectively.
All of the Shares were issued at an issue price of $0.054 per Share, raising $1,418,999.80, less the expenses of the placement. All of the EDEOB Options were issued free of charge.
The Shares were issued on the same terms as, and rank pari passu with, all of the existing issued Shares of the Company and are quoted on the ASX. The EDEOB Options each entitle the holder to acquire 1 Share at an exercise price of 8 cents at any time up to and including 8 March 2021 and are quoted on the ASX (Code: EDEOB). The EDEOB options were issued on the same terms and conditions as the EDEOB options which were issued pursuant to the renounceable rights issue undertaken by the Company pursuant to a prospectus dated 11 February 2019.
The Shares and accompanying EDEOB Options were issued to 12 Placement Subscribers, none of whom were related parties of the Company.
$1,418,999.80 (less the expenses of the placement) was raised from the issue of the Shares, which amount will be applied to fund the costs of the placement and meet the ongoing working capital requirements of the Company.
Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of the Placement Subscribers or any of their associates. However, the Company need not disregard a vote cast in favour of this Resolution 1 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.

PART 2 – RESOLUTION 2: APPROVAL OF CANCELLATION OF 4,800,000 ESOP OPTIONS CURRENTLY HELD BY DR STEPHEN DONALD DUNMEAD AND MR LAZAROS NIKEAS (NON-EXECUTIVE DIRECTORS)

Resolution 2 seeks Shareholder approval, for the purpose of ASX Listing Rule 6.23 and for all other purposes, of the cancellation (subject to the passage of Resolutions 3 and 4 below) of the 2,400,000 ESOP Options held by each of Dr Stephen Donald Dunmead and Mr Lazaros Nikeas, both non-executive directors of the Company, in consideration of the issue to them of the new Shares the subject of Resolutions 3 and 4 below respectively.

On 26 April 2018, 2,400,000 ESOP Options were issued, free of charge, to each of Dr Dunmead and Mr Nikeas. None of these ESOP Options have, as at the date of this Notice, been exercised. These ESOP Options (each to acquire one Share at an exercise price of $0.20) vested over a 3 year period and are exercisable at any time:

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

The issue of these ESOP Options were ratified by Shareholders at a general meeting of the Company held on 14 November 2018.

At the request of Dr Dunmead and Mr Nikeas, and to incentivise them to remain directors of the Company, the Company has agreed with Dr Dunmead and Mr Nikeas (subject to receipt of Shareholder approval) to cancel (with their approval) the 2,400,000 ESOP Options currently held by each of them and in lieu thereof to issue to each of them 1,000,000 Shares. The issue of these new Shares is the subject of Resolutions 3 and 4 below and further information in relation to these Resolutions (and the issue of these new Shares) is contained in Part 3 below. The cancellation of the 2,400,000 ESOP Options currently held by each of Dr Dunmead and Mr Nikeas is conditional upon the passage of Resolutions 3 and 4.

Listing Rule 6.23.2 provides that a change which has the effect of cancelling an option for consideration can only be made if Shareholders approve the change. The consideration which is passing to each of Dr Dunmead and Mr Nikeas for the cancellation of their 2,400,000 ESOP options is the issue to them of 1,000,000 Shares. Accordingly, Shareholder approval under Listing Rule 6.23.2 is required. As noted above, the Company considers the cancellation of the ESOP options under this Resolution 2, and the issue of the new Shares under Resolution 3 and 4, will assist with the retention of Dr Dunmead and Mr Nikeas as non-executive directors of the Company which, in turn, will help the Company grow its presence in the US market and help grow the Company’s revenue growth.

Voting Exclusion Statement

The Company will disregard any votes on this Resolution 2 by or on behalf of Dr Dunmead, Mr Nikeas or any of their associates. However, the Company will not disregard a vote if:

1.1. it is cast by a person or any of his associates as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
1.2. 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.
PART 3 – RESOLUTIONS 3 AND 4: APPROVAL OF ISSUE OF 1,000,000 SHARES TO EACH OF DR STEPHEN DONALD DUNMEAD AND LAZAROS NIKEAS (NON-EXECUTIVE DIRECTORS) IN CONSIDERATION OF THE CANCELLATION OF 2,400,000 ESOP OPTIONS CURRENTLY HELD BY EACH OF THEM

Resolutions 3 and 4 seeks Shareholder approval for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Act and for all other purposes, to the issue, free of charge, of 1,000,000 Shares to Dr Stephen Donald Dunmead and Lazaros Nikeas respectively, both non-executive directors of the Company, in consideration of the cancellation of 2,400,000 ESOP Options currently held by each of them. These Resolutions will only be put to a vote of Shareholders if Resolution 2 is passed.

These Shares will be issued on terms that for a period of two (2) years commencing on the date of their issue, Dr Dunmead and Mr Nikeas will not sell or otherwise dispose of (or agree or offer to sell or dispose of) any of these Shares, or do, or omit to do, anything if the act or omission would have the effect of transferring effective ownership or control of any of these Shares (“Disposal Restriction”).

Dr Dunmead and Mr Nikeas are the two US based non-executive directors of the Company. The Company considers the retention of these directors will help it to grow its presence in the US market and help accelerate the Company’s revenue growth.

As at the date of this Notice, neither Dr Dunmead or Mr Nikeas currently hold any Shares in the Company, but they each hold 2,400,000 ESOP Options. Subject to receipt of Shareholder approval, in addition to the Shares the subject of Resolutions 3 and 4, Dr Dunmead and Mr Nikeas may also be issued with Shares the subject of Resolutions 6 and 7 as part of their remuneration package for acting as non-executive directors of the Company and Dr Dunmead may also be issued with Shares the subject of Resolution 8 as part of his consideration for providing consulting services to the Company. If this Resolution 2 is passed the 2,400,000 ESOP Options currently held by each of Dr Dunmead and Mr Nikeas will be cancelled.

The Company’s total issued capital as at the date of this Notice (inclusive of the 26,277,774 Shares and 13,138,891 free attaching EDEOB Options the subject of Resolution 1 and the Shares and accompanying EDEOB Options issued under the renounceable rights issue undertaken by the Company pursuant to a prospectus dated 11 February 2019) is as follows:

Class	Number
Shares	1,660,801,742
ESOPOptions	30,644,422
Otherunlisted Options	25,865,000
EDEOBOptions	69,699,634

The 1,000,000 Shares the subject of Resolution 3 and 4 represent each 0.06% of the Company’s issued share capital as at the date of this Notice (of 1,660,801,742 Shares).

The Directors commissioned a valuation of the ESOP Options which estimated the fair indicative value of each of the 2,400,000 ESOP Options currently held by each of Dr Dunmead and Mr Nikeas, as at 7 March 2019, to be $0.012 per ESOP Option. Based on this valuation, as at 7 March 2019, the total fair indicative value of each parcel of 2,400,000 ESOP Options is estimated to be $28,800.

The ESOP Options were indicatively valued using the Hoadley Options1 Valuation Model (the Model ), which takes account of factors including option exercise price, the current underlying share price volatility, risk-free interest rate, expected dividends on the underlying share, current market price of the underlying share and the expected option life. The Model attributes a fair indicative value of $0.012 per ESOP Option on the following assumptions:

(a) the ESOP Options are exercisable at a price per ESOP Option of $0.20;
(b) a current underlying Share price volatility of 85%;
(c) a risk-free interest rate of 1.61 % per annum (based on the 3-year bond rate as at 7 March 2019);
(d) the underlying value of each Share being $0.054 (based on the closing price of the Company’s shares on the ASX on 6 March 2019, the last trading day prior to the valuation date);
(e) no dividends being payable.

The estimated value of each ESOP Option is subject to considerable uncertainty because many of the parameters of the Model are difficult to estimate. For example, the Share price may after 6 March 2019 go above, or below, $0.054 per Share. Other parameters, such as the expected option life and the risk-free interest rate, are more certain.

As at 7 March 2019, the market value of each parcel of 1,000,000 Shares was $54,000 (based on the closing share price of the Company’s Shares, on that day, of $0.054).

However, as the price at which the Company’s Shares trade may change between 7 March 2019 and the date of this meeting, the market value of each parcel of 1,000,000 Shares at the time they are issued (assuming Shareholder approval is obtained) may be more or less than the amount stated above. For example, the market value of each parcel of 1,000,000 Shares based on a 10 day volume weighted average market price for the Company’s Shares for the period ending 26 April 2019 (of $0.0409) was $40,900.

Having regard to the above figures, as at 7 March 2019, the financial benefit which will be conferred on each of Dr Dunmead and Mr Nikeas (noting their agreement, as a condition of the issue of the Shares, to cancel their existing ESOP options) has an estimated value of $25,200 (being the market value of the Shares, less the estimated fair indicative value of the ESOP Options to be cancelled, as at 7 March 2019). However, the actual value of this financial benefit may vary between 7 March 2019 and the date of the meeting.

If the Company’s Shareholders do not approve Resolutions 3 and 4, 1,000,000 Shares will not be issued to each of Dr Dunmead and Mr Nikeas (and the 2,400,000 ESOP Options currently held by each of them will not be cancelled under Resolution 2).

Part 2E of the Act

Part 2E.1 of the Act regulates the provision of financial benefits by public companies. The Company is a public company.

Section 208(1) of the Act provides that the Company can only give a financial benefit to a related party of the Company if the Company obtains the approval of its shareholders in accordance with the procedures set out in Part 2E.1 of the Act.

Directors of public companies are related parties for the purposes of the Act. Dr Dunmead and Mr Nikeas are both directors of the Company, and therefore related parties, of the Company.

The Act deems the issue of a share by a public company to a related party to constitute the giving of a financial benefit to that related party. The issue of 1,000,000 Shares to each of Dr Dunmead and Mr Nikeas will result in the Company giving a financial benefit to each of them for the purposes of Pt 2E.1 of the Act.

As noted above, the 1,000,000 Shares are being issued to Dr Dunmead and Mr Nikeas to incentivise them to remain directors of the Company. It is not considered that the ESOP Options (given their exercise price of 20 cents per Option) is currently achieving this objective.

Neither Dr Dunmead nor Mr Nikeas will be entitled to participate in the Performance Rights Plan the subject of Resolution 5.

As required by Part 2E.1 of the Act, and in particular section 219 of the Act, the following information is provided to allow the Shareholders of the Company sufficient information to determine whether or not they should approve Resolutions 3 and 4.

The proposed financial benefit will be given to Dr Stephen Donald Dunmead and Mr Lazaros Nikeas (non-executive Directors).
The nature of the financial benefit is the issue to each of them of 1,000,000 Shares in the Company in consideration of the cancellation of 2,400,000 ESOP Options currently held by each of them and in order to incentivise them to remain Directors. As noted earlier, the Shares will be subject to a restriction on disposal for two years.
Dr Dunmead and Mr Nikeas (the persons to whom the financial benefit will be given) do not wish to make a recommendation to Shareholders about Resolutions 3 and 4 on the basis that they have an interest in the Resolutions passage. The remaining Directors (Gregory Howard Solomon and Douglas Howard Solomon) recommend that Shareholders approve Resolutions 3 and 4 on the basis that the Shares are being issued to incentivise Dr Dunmead and Mr Nikeas (the US based directors) to remain directors of the Company.
Dr Dunmead and Mr Nikeas, as non-executive Directors and the persons to whom the financial benefit will be payable, have a material personal interest in Resolutions 3 and 4 respectively. They excused themselves from the Board discussions in relation to this transaction and did not vote at the Board meeting which approved this transaction (subject to receipt of Shareholder approval). Greg Solomon and Douglas Solomon do not have any interest in the outcome of Resolutions 3 and 4.
The Directors are not aware of any other information (other than the information contained elsewhere in this Explanatory Statement) that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interest of the Company to pass Resolutions 3 and 4.

The Company will disregard any votes cast on Resolutions 3 and 4 by Dr Dunmead and Mr Nikeas (being the related parties of the Company to whom these Resolutions would permit the financial benefit to be given) and their associates (who are all prohibited from voting).

Listing Rules 10.11 and 10.13

Listing Rule 10.11 provides that unless an entity has approved this transaction (subject to receipt of shareholder approval), the approval of the holders of ordinary securities, it must not issue or agree to issue equity securities (which includes a share) to a related party, or a person whose relationship with the entity or a related party of the entity is, in the opinion of the ASX, such that approval should be obtained.

Under the Listing Rules, the term related party (in relation to a body corporate) has the same meaning as that set out in section 228 of the Act. Section 228(2) of the Act provides that the directors of a public company are related parties of that public company. As such, Dr Dunmead and Mr Nikeas (being non-executive directors of the Company) are related parties of the Company.

The Company is therefore also seeking Shareholder approval for the purposes of Listing Rule 10.11 to the issue of the 1,000,000 Shares to each of Dr Dunmead and Mr Nikeas.

If the Company’s shareholders approve the issue of the Shares the subject of Resolutions 3 and 4 under Listing Rule 10.11, the Company will not also need to seek the approval of its Shareholders under Listing Rules 7.1 and 7.5. By virtue of exception 14 in Listing Rule 7.2, if the Company’s

Shareholders approve the issue of the Shares the subject of Resolutions 3 and 4 under Listing Rule 10.11, the issue of these Shares will not be taken into account in calculating the Company’s 15% issue capacity under Listing Rule 7.1 .

The following information is provided to Shareholders of the Company pursuant to Listing Rule 10.13:

A. Resolution 3

The Directors propose to issue 1,000,000 Shares to Dr Stephen Donald Dunmead (a non-executive Director).
The maximum (exact) number of Shares that will be issued if this Resolution 3 is approved is 1,000,000 Shares.
The Company will issue the Shares not more than one month after the date of this meeting.
Dr Dunmead is a non-executive director of the Company.
The Shares will be issued subject to the Disposal Restriction but otherwise on the same terms as, and rank pari passu with, the existing issued Shares of the Company and will be quoted on the ASX.
The Shares are being issued for nil cash consideration (that is, at an issue price of nil). The Shares are being issued to Dr Dunmead to incentivise him to remain a director of the Company. Upon being issued with these Shares, Dr Dunmead has agreed to the Company cancelling the 2,400,000 ESOP Options currently held by him.
Voting Exclusion Statement
The Company will disregard any votes on Resolution 3 by or on behalf of Dr Dunmead or any of his associates. However, the Company will not disregard a vote if:
7.1. it is cast by a person or any of his associates as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
7.2. 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.
No funds will be raised by the Company by the issue of the 1,000,000 Shares to Dr Dunmead.
B. Resolution 4
The Directors propose to issue 1,000,000 Shares to Mr Lazaros Nikeas (a non-executive Director).
The maximum (exact) number of Shares that will be issued if this Resolution 4 is approved is 1,000,000 Shares.
The Company will issue the Shares not more than one month after the date of this meeting.
Mr Nikeas is a non-executive director of the Company.
The Shares will be issued subject to the Disposal Restriction but otherwise on the same terms as, and rank pari passu with, the existing issued Shares of the Company and will be quoted on the ASX.
The Shares are being issued for nil cash consideration (that is, at an issue price of nil). The Shares are being issued to Mr Nikeas to incentivise him to remain a director of the Company. Upon being issued with these Shares, Mr Nikeas has agreed to the Company cancelling the 2,400,000 ESOP Options currently held by him.
Voting Exclusion Statement
The Company will disregard any votes on Resolution 4 by or on behalf of Mr Nikeas or any of his associates. However, the Company will not disregard a vote if:
7.1. it is cast by a person or any of his associates as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
7.2. 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.
No funds will be raised by the Company by the issue of the 1,000,000 Shares to Mr Nikeas.

PART 4 – RESOLUTION 5 – APPROVAL OF THE EDEN INNOVATIONS LIMITED PERFORMANCE RIGHTS PLAN

Resolution 5 seeks the approval of Shareholders for the adoption of the “Eden Innovations Limited Performance Rights Plan” (Plan) that provides the Board with the discretion to grant Performance Rights to Eligible Participants (as that term is defined in paragraph (a) of Schedule 1) that will vest subject to the satisfaction of performance hurdles as determined by the Board from time to time.

ASX Listing Rule 7.1 provides that a company must not issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

The Company intends that this Plan will replace its existing ESOP, which was most recently approved by shareholders at the Company’s Annual General Meeting on 28 October 2016. Performance Rights will only be issued under the Plan to Eligible Participants who already hold existing ESOP options on condition that:

(a) they agree with effect as and from the date of issue to them of the relevant Performance Rights not to exercise any of their existing ESOP options; and
(b) if, in breach of their agreement under paragraph (a) above, they purport to exercise their existing ESOP Options (or any of them), all of their Performance Rights which have not then vested shall automatically lapse,

(the “Existing ESOP Options Condition”)

The Company presently does not intend to issue any further options under its existing ESOP.

The objective of the Plan is to attract, motivate and retain key executives and it is considered by the Company that the Plan, and the future issue of Performance Rights under the Plan, will provide selected participants with the opportunity to participate in the future growth of the Company to ensure that it can reward, retain and motivate senior executives in a manner that is aligned with the interests of Shareholders.

Under the Plan, Eligible Participants are granted Performance Rights. Vesting of Performance Rights will be subject to the satisfaction of performance hurdles imposed by the Board at the time the Performance Rights are granted.

Each Performance Right represents a right to be issued one Share at a future point in time subject to the satisfaction of the vesting conditions. No exercise price is payable and eligibility to receive Performance Rights under the Plan is at the Board’s discretion.

The Plan enables the Company to make grants to Eligible Participants so that long term incentives form a key component of their total annual remuneration. This better aligns the remuneration packages of Eligible Participants with those of Shareholders.

The Board believes that grants under the Plan will serve a number of purposes including:

(a) to act as a key retention tool; and

(b) to focus attention on future Shareholder value generation.

The Plan is structured to reward long-term, sustained Shareholder value generation.

A summary of the key terms and conditions of the Plan is contained in Schedule 1 to this Explanatory Statement. A copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of this meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary (Aaron Gates). Shareholders are invited to contact the Company if they have any queries or concerns.

The quantum of Performance Rights to be granted under the Plan will be determined by the Board. Assuming the Plan is approved, the Board currently intends to invite approximately 33 of its full time employees, and 3 consultants, to apply for approximately 23,000,000 Performance Rights. Further invitations to apply for additional Performance Rights will be issued as and when the Board considers it appropriate.

It is proposed that three classes of Performance Rights will initially be issued, with the following vesting conditions and expiry dates:

Class A Performance Rights

Vesting Condition - Commercial revenue reaching US$6m over a rolling 12 month period;
Expiry Date (latest date for satisfaction of the Vesting Condition) - 2 years from the date of issue of the Class A Performance Rights

Class B Performance Rights

Vesting Condition - Commercial revenue reaching US$12m over a rolling 12 month period;
Expiry Date (latest date for satisfaction of the Vesting Condition) - 3 years from the date of issue of the Class B Performance Rights
Class C Performance Rights
Vesting Condition - Commercial revenue reaching US$24m over a rolling 12 month period;
Expiry Date (latest date for satisfaction of the Vesting Condition) - 4 years from the date of issue of the Class C Performance Rights
For the above purposes, commercial revenue is revenue from product sales, and will not include income from sale of businesses, technology or rights.

In addition, it is proposed the following conditions shall apply to all of the Class A Performance Rights, Class B Performance Rights and Class C Performance Rights:

(a) Of the total number of Performance Rights which will be issued to each participant (which will be determined by the Board having regard to their level of seniority, length of service and responsibilities) 1/3[rd] will be Class A Performance Rights, 1/3[rd] will be Class B Performance Rights and 1/3[rd] will be Class C Performance Rights.
(b) Each vested Performance Right will, subject to the terms of the Plan, entitle the participant to one Share.
(c) Participants will be prohibited from:
- a. selling or otherwise disposing of (or agreeing or offering to sell or dispose of);
b. doing, or omitting to do, anything if the act or omission would have the effect of transferring effective ownership or control of; or c. creating, or agreeing or offering to create, any security interest, charge, mortgage, lien or other encumbrance in or over,
50% of any Shares which will issue to them upon the vesting of each of the Class A Performance Rights, Class B Performance Rights and Class C Performance Rights (or such greater percentage, up to 100%, of any applicable tranche(s) of the Shares as the Board may determine, in its sole and absolute discretion, before issuing the relevant tranche of Shares upon the vesting of the applicable Performance Rights) for a period of 12 months from their date of issue.
(d) The Existing ESOP Options Condition.

If the vesting conditions attaching to all of the 23,000,000 Performance Rights which the Company proposes to issue are satisfied, this would result in the issue (over a period of up to 4 years after the issue of those Performance Rights) of an additional 23,000,000 Shares in the Company. This would represent 1.38% of the Company’s issued share capital as at the date of this Notice (of 1,660,801,742 Shares).

If this Resolution 5 is passed, Performance Rights issued by the Company to Eligible Participants under the Plan over the next 3 year period will not impact the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

As the Plan is new, no Performance Rights, or Shares, have been issued by the Company under the Plan as at the date of this Notice. As noted above the Company’s existing ESOP was most recently approved by Shareholders at the Company’s Annual General Meeting on 28 October 2016. Since 28 October 2016, 7,640,000 ESOP Options have been issued by the Company under that ESOP.

Any issues of Performance Rights under the Plan to a related party of the Company or a person whose relation with the Company or the related party is, in ASX’s opinion, such that approval should be obtained, will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

The Plan only permits Performance Rights to be issued to:

any full time or part time employee, or executive Director, of the Company (or any of its subsidiaries);
a casual employee of the Company (or any of its subsidiaries) (being an individual who is, or might reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with the Company (or any of its subsidiaries); or
a contractor of the Company (or any of its subsidiaries) (being an individual or company with whom the Company (or any of its subsidiaries) has entered into a contract for the provision of services under which the individual (or, in the case of a company, an individual who is a director of the company or their spouse) performs work for the Company (or any of its subsidiaries), where the individual who is performing the work must, or must reasonably be expected to be, engaged to work the number of hours that are the prorata equivalent of 40% or more of a comparable full-time position with the Company (or any of its subsidiaries),
who is declared by the Board to be eligible to receive grants of Performance Rights under the Plan (or a permitted nominee of them). For the avoidance of doubt, participation in the Plan by non-executive directors is not permitted. Further, it is not currently proposed that any Performance Rights will be issued to the Company’s only executive director (Gregory Howard Solomon) or to any non-executive director who may provide consultancy services to the Company (or any of its subsidiaries).

The Directors of the Company recommend that Shareholders vote in favour of this Resolution 5.

PART 5 – RESOLUTION 6 AND 7 – APPROVAL OF ISSUE OF SHARES TO EACH OF DR STEPHEN DONALD DUNMEAD AND MR LAZAROS NIKEAS (BOTH NON-EXECUTIVE DIRECTORS) AS DIRECTOR’S FEES

Resolutions 6 and 7 seek the approval of Shareholders for the issue to Dr Stephen Donald Dunmead and Lazaros Nikeas respectively, two of the non-executive directors of the Company, in addition to the director fees (of $54,000 per annum) which are currently being paid to each of them, of $32,000 worth of new Shares in the Company annually (“Remuneration Shares”), as and by way of additional fees for acting in their capacity as non –executive directors of the Company.

The Remuneration Shares will be issued to each of Dr Dunmead and Mr Nikeas annually in arrears, as part of their director fees for each relevant financial year (commencing with the financial year ending 30 June 2019 with respect to services provided from 1 July 2018 to 30 June 2019). The Company’s obligation to issue the Remuneration Shares to each of Dr Dunmead and Mr Nikeas will be conditional upon them having acted as nonexecutive directors of Eden for the entire preceding financial year. The Remuneration Shares will be issued:

(a) no later than 30 days of the end of each financial year, provided (in the case of each of Dr Dunmead and Mr Nikeas) they remain a nonexecutive director of Eden at that time; and
(b) on terms that for a period of two (2) years commencing on the date of their issue, Dr Dunmead and Mr Nikeas will not sell or otherwise dispose of (or agree or offer to sell or dispose of) any of these Shares, or do, or omit to do, anything if the act or omission would have the effect of transferring effective ownership or control of any of these Shares (“Disposal Restriction”).

All of the non-executive directors of the Company (Mr Douglas Howard Solomon, Dr Dunmead and Mr Nikeas), are currently paid non-executive director fees of $54,000 per annum (plus superannuation, in the case of Douglas Solomon). As a result of a review by the Company of the director fees which are being paid to non-executive directors of comparable sized ASX listed companies and the scale and scope of the Company’s operations, the Board has approved (subject to receipt of Shareholder approval) an increase in the non-executive director fees which are payable to its 2 US based non-executive directors (Dr Dunmead and Mr Nikeas) to $86,000 per annum, on the basis that the additional $32,000 will be satisfied by the issue of Remuneration Shares, rather than by payment in cash.

Douglas Solomon has not requested any increase in the non-executive directors fees which are payable to him and accordingly will not be issued with any Remuneration Shares.

The number of Shares that will be issued to each of Dr Dunmead and Mr Nikeas will be determined by dividing $32,000 by the volume weighted average market price for the Company’s Shares, calculated over the last 10 days on which sales in the Shares were recorded before the day on which the issue is made.

At its annual general meeting on 24 November 2017, non-executive directors’ fees not exceeding an aggregate of $260,000 per annum were approved by Shareholders. This cap on non-executive director fees may only be varied with Shareholder approval obtained for the purposes of clause 70(1) of the Company’s constitution and under Listing Rule 10.17. The effect of the above proposal (assuming it is approved by Shareholders) is that non-executive directors’ fees in the aggregate of $224,000 per annum (plus superannuation, in the case of Mr Solomon) will be payable by the Company, which is within the limit previously approved by Shareholders in general meeting. Accordingly, the cap on the fees which the Company is paying to its non-executive directors does not need to be increased.

However, Listing Rule 10.11 provides that unless an entity has the approval of the holders of ordinary securities, that entity must not issue or agree to issue equity securities (which includes a share) to a related party, or a person whose relationship with the entity or a related party of the entity is, in the opinion of the ASX, such that approval should be obtained.

Under the Listing Rules, the term related party (in relation to a body corporate) has the same meaning as that set out in section 228 of the Act. Section 228(2) of the Act provides that the directors of a public company are related parties of that public company. As such, Dr Dunmead and Mr Nikeas (being non-executive Directors of the Company) are related parties of the Company.

The Company is therefore seeking shareholder approval for the purposes of Listing Rule 10.11 to the issue of the $32,000 worth of Shares to Dr Dunmead and Mr Nikeas annually, in part payment of their director fees.

The Company has obtained from ASX a waiver from Listing Rule 10.13.3 and 10.13.5 to the extent necessary to permit this Notice not to state (as otherwise would have been required by those Listing Rules):

(1) the issue price in respect of the Remuneration Shares; and

(2) that the Remuneration Shares will be issued no later than one month after the date of the meeting, (“the Waiver”).

This Waiver was granted by ASX on the following conditions:

the Remuneration Shares will be issued no later than 30 days of the end of each financial year;
the number of Remuneration Shares to be issued will be calculated by dividing $32,000 by the volume weighted average price of the Shares on the ASX over the ten trading days on which sales in the Shares were recorded before the day on which the issue is made;
a worked example of the dilution that will occur to Shareholders of the Company as a result of the issue of the Remuneration Shares at three different prices is included in this Notice. This worked example is provided below:
the Remuneration Shares will be fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing Shares on issue;
the Company’s annual report for any period during which the Remuneration Shares are issued to Directors, discloses details of the number of Remuneration Shares that were issued to them, including the percentage of the Company’s issued capital represented by those Remuneration Shares; and
the terms of the Waiver are stated in this Notice.

The volume weighted average market price for the Company’s Shares, calculated over the last 10 days on which sales in the Shares were recorded before 26 April 2018, was $0.0409. The following table sets out the number of Remuneration Shares which would have been issued to Dr Dunmead and Mr Nikeas if those Remuneration Shares were issued at a price of $0.034, $0.0409 (being the price at which the Shares would have issued had they been issued on 26 April 2019) and $0.054. However, as the price at which the Company’s Shares may trade will change from time to time, the exact number of Shares which will be issued to each of Dr Dunmead and Lazaros Nikeas (and the dilutionary effect of that issue) cannot be determined at this time.

be determined at this time.
	$0.034	$0.0409	$0.054
Issued share capital as at the date ofthisNotice*	1,660,801,742	1,660,801,742	1,660,801,742
No of Remuneration Shares to beissued toDr Dunmead	941,176	782,396	592,592
No of Remuneration Shares to beissued toMr Nikeas	941,176	782,396	592,592

Total issued share capital after issue of RemunerationShares	1,662,684,094	1,662,366,534	1,661,986,926
Dilution	0.11%	0.09%	0.07%

*This assumes that none of the Options currently on issue by the Company are exercised: if this occurs, the Remuneration Shares will represent a smaller percentage of the Company’s then issued share capital.

Shareholder approval is not being sought under Part 2E.1 of the Act (which regulates the provision of financial benefits by public companies to a related party of the company), as s.211 of the Act provides an exception to the need to obtain shareholder approval under Part 2E.1 of the Act where the financial benefit is remuneration given to an officer (including a director) of a public company and giving the remuneration would be reasonable given the respective circumstances of the public company and the related party (including the responsibilities involved in the office or employment). As noted above, the increase in the director fees which are to be paid to the Company’s US based Directors, and the proposal to pay this increase by the issue of Shares (rather than in cash) came about as a result of a review by the Company of the director fees which are being paid to non-executive directors of comparable sized ASX listed companies. The Company considers the proposal the subject of Resolutions 6 and 7 will result in it being able to competitively remunerate, and retain, its US based non-executive Directors. The Shares are to be issued as part of each non-executive Director’s remuneration package and have been negotiated on an arms length basis. The Directors therefore consider that the issue of the Shares the subject of Resolutions 6 and 7 to its US based non-executive Directors is reasonable given the circumstances of the

Company and the Directors, particularly given the issue price for the Shares will be the volume weighted average market price for the Company’s Shares, calculated over the last 10 days on which sales in the Shares were recorded before the day on which the issue is made (that is, the Shares are not being issued at a discount to market).

If the Company’s shareholders approve the issue of the Shares the subject of Resolutions 6 and 7 under Listing Rule 10.11, the Company will not also need to seek the approval of its Shareholders under Listing Rules 7.1 and 7.5. By virtue of exception 14 in Listing Rule 7.2, if the Company’s Shareholders approve the issue of the Shares the subject of Resolutions 6 and 7 under Listing Rule 10.11, the issue of these Shares will not be taken into account in calculating the Company’s 15% issue capacity under Listing Rule 7.1 .

Listing Rule 10.11 and 10.13

The following information is provided to Shareholders of the Company pursuant to Listing Rule 10.13:

A. Resolution 6

1.	The Directors propose to issue $32,000 worth of Shares to Dr Stephen Donald Dunmead (a non-executive director of the Company)
	annually in arrears, as part of his director fees for each relevant financial year (commencing with the financial year ending 30 June 2019
	with respect to services provided from 1 July 2018 to 30 June 2019).
2.	The exact number of Remuneration Shares that will be issued to Dr Dunmead will be determined in accordance with the following
	formula:
	No. of Shares =$32,000
	A
	where:
	A = the volume weighted average market price for the Company’s Shares, calculated over the last 10 days on which sales in the Shares
	were recorded before the day on which the issue is made.
3.	In compliance with the terms of the Waiver, the Company intends to issue the Shares no than 30 days of the end of each financial year,
	provided that Dr Dunmead remains a non-executive director of the Company at that time.
4.	Voting Exclusion Statement
	The Company will disregard any votes on Resolution 6 by or on behalf of Dr Dunmead, or any of his associates. However, the Company
	will not disregard a vote if:
	4.1 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
	4.2 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.
5.	The Remuneration Shares will be issued subject to the Disposal Restriction but otherwise on the same terms as, and rank pari passu
	with, the existing issued Shares of the Company and will be quoted on the ASX. The Remuneration Shares are being issued in part
	payment of director fees which the Company has resolved to pay to Dr Dunmead.
6.	The issue price of each Share will be the volume weighted average market price for the Company’s Shares, calculated over the last 10
	days on which sales in the Shares were recorded before the day on which the issue is made.
7.	No funds will be raised by the Company by the issue of these Shares.
B.	Resolution 7
1.	The Directors propose to issue $32,000 worth of Shares to Mr Lazaros Nikeas (a non-executive director of the Company) annually in
	arrears, as part of his director fees for each relevant financial year (commencing with the financial year ending 30 June 2019 with respect
	to services provided from 1 July 2018 to 30 June 2019).
2.	The exact number of Remuneration Shares that will be issued to Mr Nikeas will be determined in accordance with the following formula:
	No. of Shares =$32,000
	A
	where:
	A = the volume weighted average market price for the Company’s Shares, calculated over the last 10 days on which sales in the Shares
	were recorded before the day on which the issue is made.
3.	In compliance with the terms of the Waiver, the Company intends to issue the Shares no than 30 days of the end of each financial year,
	provided that Mr Nikeas remains a non-executive director of the Company at that time.
4.	Voting Exclusion Statement
	The Company will disregard any votes on Resolution 7 by or on behalf of Mr Nikeas, or any of his associates. However, the Company will
	not disregard a vote if:
	4.1 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
	4.2 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.
5.	The Remuneration Shares will be issued subject to the Disposal Restriction but otherwise on the same terms as, and rank pari passu
	with, the existing issued Shares of the Company and will be quoted on the ASX. The Remuneration Shares are being issued in part
	payment of director fees which the Company has resolved to pay to Mr Nikeas.
6.	The issue price of each Share will be the volume weighted average market price for the Company’s Shares, calculated over the last 10
	days on which sales in the Shares were recorded before the day on which the issue is made.
7.	No funds will be raised by the Company by the issue of these Shares.

PART 6 – RESOLUTION 8: APPROVAL OF ISSUE OF 1,000,000 SHARES TO DR STEPHEN DONALD DUNMEAD (A NON-EXECUTIVE DIRECTOR) IN PART PAYMENT OF CONSULTANCY FEES

Resolution 8 seeks shareholder approval for the purposes of Part 2E.1 of the Act, Listing Rule 10.11 and for all other purposes, for the Company to issue 1,000,000 Shares to Dr Stephen Donald Dunmead, a non-executive director of the Company.

The Shares are being issued to Dr Stephen Donald Dunmead as part of the consideration payable to him for consultancy services which he has agreed to provide, and is currently providing, to the Company under a consultancy agreement dated on or around 6 February 2019.

Under the consultancy agreement, Dr Dunmead has agreed, for a period of two (2) years commencing on the date of issue to him of these 1,000,000 Shares, not to sell or otherwise dispose of (or agree or offer to sell or dispose of) any of these Shares; or to do, or omit to do, anything if the act or omission would have the effect of transferring effective ownership or control of any of these Shares (“Disposal Restriction”).

Under the consultancy agreement, the Company agreed to pay to Dr Dunmead, in consideration for him providing the required consultancy services to the Company, a monthly fee of US $20,000. In addition to this monthly fee, and subject to the Company first receiving approval from its

Shareholders, the Company also agreed to issue to Dr Dunmead 1,000,000 Shares. The consultancy agreement is for a term of 6 months and commenced on 1 January 2019.

Dr Dunmead has over 30 years strong operational leadership experience in the US based global materials industry. He holds a PhD in Materials Science and Engineering from the University of California at Davies, as well as a MS an BS in Ceramic Engineering from The Ohio State University. He also holds 25 US patents on Advanced Materials and Specialty Chemicals. Under the consultancy agreement, Dr Dunmead will be assessing and reviewing the US operations, corporate strategies and operating systems and procedures of the Company’s US subsidiary, Eden Innovations LLC, and providing mentoring and strategic advice to its senior personnel as to how to operate more efficiently, and how better to communicate and function as a team in order to achieve its corporate objectives.

As at the date of this Notice, Dr Dunmead does not hold any Shares in the Company. Dr Dunmead currently holds 2,400,000 ESOP Options in the Company. Subject to receipt of Shareholder approval, in addition to the Shares the subject of this Resolution 8, Dr Dunmead may also be issued with Shares the subject of Resolutions 3 and 6 (if Resolution 2 is passed the 2,400,000 ESOP Options currently held by Dr Dunmead will be cancelled).

The Company’s total issued capital as at the date of this Notice (inclusive of the 26,277,774 Shares and 13,138,887 free attaching EDEOB Options the subject of Resolution 1 and the Shares and accompanying EDEOB Options issued under the renounceable rights issue undertaken by the Company pursuant to a prospectus dated 11 February 2019) is as follows:

Class	Number
Shares	1,660,800,542
ESOPOptions	30,644,422
Otherunlisted Options	25,865,000
EDEOBOptions	69,700,834

The issue of 1,000,000 Shares to Dr Dunmead under this Resolution 8 will represent 0.06% of the Company’s issued share capital as at the date of this Notice (of 1,660,800,542 Shares).

The market value of these Shares based on a 10 day volume weighted average market price for the Company’s Shares for the period ending 26 April 2019 (at $0.0409) was $40,900.

However, as the price at which the Company’s Shares trade may change between the date of this notice and the date of this meeting, the market value of these 1,000,000 Shares at the time they are issued (assuming Shareholder approval is obtained) may be more or less than the amounts stated above.

If the Company’s Shareholders do not approve this resolution, the 1,000,000 Shares will not be issued to Dr Dunmead.

Chapter 2E of the Act

Part 2E.1 of the Act regulates the provision of financial benefits by public companies. The Company is a public company.

Section 208(1) of the Act provides that the Company can only give a financial benefit to a “related party” of the Company if the Company obtains the approval of its shareholders in accordance with the procedures set out in Part 2E.1 of the Act.

Directors of public companies are related parties for the purposes of the Act. Dr Dunmead is a director of the Company, and therefore a related party, of the Company.

The Act deems the issue of a share by a public company to a related party of it to constitute the giving of a financial benefit to that related party. The issue of the 1,000,000 Shares the subject of this Resolution 8 to Dr Dunmead will therefore result in the Company giving a financial benefit to Dr Dunmead for the purposes of Pt 2E.1 of the Act.

As noted above, the 1,000,000 Shares are being issued to Dr Dunmead as part of the consideration payable for consultancy services which he will provide to the Company in the period 1 January 2019 to 30 June 2019.

Section 201 of the Act provides an exception to the need to obtain shareholder approval to the giving of a financial benefit to a related party where the financial benefit is given on terms that would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length or are less favourable to the related party than those terms.

The consultancy fees which are payable to Dr Dunmead were negotiated on an arms length basis. In view of this, and having regard to the fees which the Company pays to its other consultants, the Company considers the total consultancy fees which are payable to Dr Dunmead (inclusive of the issue of 1,000,000 Shares to be issued to him as part of those fees) would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length. However to avoid doubt the Company is seeking shareholder approval for the purposes of Part 2E.1 of the Act.

As required by Part 2E.1 of the Act, and in particular section 219 of the Act, the following information is provided to allow Shareholders of the Company sufficient information to determine whether or not they should approve this Resolution 8.

The proposed financial benefit will be given to Dr Stephen Donald Dunmead, a non-executive director of the Company.
The nature of the financial benefit is the issue to Dr Dunmead of 1,000,000 Shares in the Company, in part payment of the consideration which is payable to Dr Dunmead for consultancy services to be provided by him to the Company in the period 1 January 2019 to 30 June 2019. The Company considers the payment to Dr Dunmead of a monthly fee (of US $20,000) and the issue of these Shares represents fair remuneration for the services being provided by Dr Dunmead to the Company having regard to his qualifications and experience.
Dr Dunmead (the person to whom the financial benefit will be given) does not wish to make a recommendation to Shareholders about this Resolution 8 on the basis that he has an interest in the Resolution’s passage. All of the remaining Directors of the Company recommend that Shareholders approve this Resolution 8 on the basis that the Shares are being issued to Dr Dunmead as part of the consideration for valuable consultancy services which he has provided, and will continue to provide (to 30 June 2019), to the Company.
Dr Dunmead, as a non-executive Director and the person to whom the financial benefit will be payable, has a material personal interest in the outcome of this Resolution. He excused himself from the Board discussions in relation to his consultancy agreement and did not vote at the Board meeting which approved the consultancy agreement. None of the other Directors have an interest in the outcome of this Resolution.
The Directors are not aware of any other information (other than the information contained elsewhere in this Explanatory Statement) that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interest of the Company to pass this Resolution 8.

The Company will disregard any votes cast on Resolution 8 by Dr Dunmead (being the related party of the Company to whom the Resolution would permit the financial benefit to be given) and his associates (who are all prohibited from voting).

Listing Rule 10.11 and 10.13

Listing Rule 10.11 provides that unless an entity has the approval of the holders of its ordinary securities, it must not issue or agree to issue equity securities (which includes a share) to a related party, or a person whose relationship with the entity or a related party of the entity is, in the opinion of the ASX, such that approval should be obtained.

Under the Listing Rules, the term related party (in relation to a body corporate) has the same meaning as that set out in section 228 of the Act. Section 228(2) of the Act provides that the directors of a public company are related parties of that public company. As such (and as noted above) Dr Dunmead (being a non-executive Director of the Company) is a related party of the Company.

The Company is therefore also seeking Shareholder approval for the purposes of Listing Rule 10.11 to the issue of the 1,000,000 Shares the subject of this Resolution 8 to Dr Dunmead.

The following information is provided to Shareholders of the Company pursuant to Listing Rule 10.13:

The Directors propose to issue 1,000,000 Shares to Dr Stephen Donald Dunmead.
The maximum (exact) number of Shares that will be issued under this approval is 1,000,000.
The Company will (as required by the consultancy agreement) issue the Shares within 5 business days after the date of this meeting.
Dr Dunmead is a non-executive director of the Company.
The Shares will be issued subject to the Disposal Restriction but otherwise on the same terms as, and rank pari passu with, the existing issued Shares of the Company and will be quoted on the ASX.
The Shares are being issued for nil cash consideration (that is, at an issue price of nil). The Shares are being issued to Dr Dunmead in part payment of the consideration for consultancy services which he in providing to the Company.
Voting Exclusion Statement
The Company will disregard any votes on Resolution 8 by or on behalf of Dr Dunmead or any of his associates. However, the Company will not disregard a vote if:
7.1 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
7.2 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.
No funds will be raised by the Company by the issue of the 1,000,000 Shares to Dr Dunmead.

If the Company’s Shareholders approve the issue of the Shares the subject of this Resolution 8 under Listing Rule 10.11, the Company will not also need to seek the approval of its Shareholders under Listing Rules 7.1 and 7.5. By virtue of exception 14 in Listing Rule 7.2, if the Company’s Shareholders approve the issue of the Shares the subject of this Resolution 2 under Listing Rule 10.11, the issue of these Shares will not be taken into account in calculating the Company’s 15% issue capacity under Listing Rule 7.1.

GLOSSARY OF TERMS

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

" Act " means the Corporations Act 2001 (Cth) ;

“ASIC” means the 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;

“EDEOB Option ” means an option to acquire one Share in the Company at an exercise price of 8 cents at any time up to and including 8 March 2021 (ASX Code: EDEOB);

“ESOP Options” means the options the subject of Resolution 2, each being to acquire one Share at an exercise price of $0.20 at any time before 26 October 2021 (subject to the options having vested);

" 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;

“Placement Subscribers” means those investors to whom the Shares and EDEOB Options the subject of Resolution 1 were issued, all of whom were either institutional and sophisticated and/or professional investors for the purposes of s.708 of the Act or a qualified institutional buyer for the purposes of the Securities Act 1933 (US) .

“ Plan ” means the Eden Innovations Ltd Performance Rights Plan for which the Company is seeking Shareholder approval under Resolution 5;

“ Resolutions ” means the resolutions contained in this Notice;

" Shares " means fully paid ordinary shares in the capital of the Company (ASX Code: EDE);

“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

Terms and Conditions of Performance Rights

The Performance Rights are to be issued on the following terms and conditions:

(a) An invitation to apply for Performance Rights will only be made to:

any full time or part time employee, or executive Director, of the Company (or any of its subsidiaries);
a casual employee of the Company (or any of its subsidiaries) (being an individual who is, or might reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with the Company (or any of its subsidiaries); or
a contractor of the Company (or any of its subsidiaries) (being an individual or company with whom the Company (or any of its subsidiaries) has entered into a contract for the provision of services under which the individual (or, in the case of a company, an individual who is a director of the company or their spouse) performs work for the Company (or any of its subsidiaries), where the individual who is performing the work must, or must reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with the Company (or any of its subsidiaries),

who is declared by the Board to be eligible to receive grants of Performance Rights under the Plan (“Eligible Participants”). Nonexecutive directors of the Company are not Eligible Participants. An invitation by the Board to an Eligible Participant to apply for Performance Rights may only be accepted by the Eligible Participant or a nominee of the Eligible Participant (being an immediate family member (namely, the parent, spouse, de factor partner or child) of the Eligible Participant, a company whose members comprise no persons other than the Eligible Participant or an immediate family members of the Eligible Participant, a corporate trustee of a selfmanaged superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993) where the Eligible Participant is a director of the trustee or any other category or type of person or entity who the Board determines, at any time and from time to time and in its sole and absolute discretion, to be (in the Board’s sole opinion) sufficiently related to or associated with the Eligible Participant to be the holder of Performance Rights under this Plan).

(b) Subject to the satisfaction of the applicable vesting conditions, each Performance Right vests into one Share in the Company.

(c) A Performance Right will not vest until the Board is satisfied in its sole and absolute discretion that all of the Vesting Conditions attaching to the Performance Rights have been satisfied or, if a change of control (within the meaning of the Plan) of the Company occurs or the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company, unless (subject to the terms and conditions of a grant of a Performance Right) the Board determines in its absolute discretion, within one calendar month of the occurrence of such event, that any unvested Performance Rights are to vest).

(d) Any Performance Right not vested by the applicable expiry date (Expiry Date) shall automatically lapse on the Expiry Date and the holder shall have no entitlement to Shares pursuant to those Performance Rights, unless otherwise determined by the Board.

(e) A Performance Right will also lapse upon the earlier to occur of:
(i) an unauthorised dealing in, or hedging of, the Performance Right;
(ii) a vesting condition in relation to the Performance Right is not satisfied by the Expiry Date or becomes incapable of satisfaction, as determined by the Board in its absolute discretion;
(iii) a participant (or, where the participant is a nominee of the Eligible Participant, that Eligible Participant) ceases to be an Eligible Participant; and
(iv) the Company undergoes a change in control or winding up, and the Board does not exercise its discretion to vest the Performance Right early (see paragraph (c) above).

(f) Where a participant (or, where the participant is a nominee of an Eligible Participant, that Eligible Participant) ceases to be an Eligible Participant as a result of death, total or permanent disability, retirement, redundancy, severe financial hardship, death of an immediate family member of the participant (or Eligible Participant, as applicable), substantial change in circumstances (out of the control of the participant (or Eligible Participant, as applicable)) which affects the ability of the participant (or Eligible Participant, as applicable) to perform their role with a Group Company or terminal illness of the participant (or Eligible Participant, as applicable) or an immediate family member, the Board may determine, in its absolute discretion, that all or a portion of the relevant participant’s unvested Performance Rights which lapsed under paragraph (e)(iii) above are to be reinstated on the basis that the Vesting Conditions applicable to those Performance Rights must be satisfied by either the expiry date initially specified in the invitation or such other earlier period as the Board may determine in its absolute discretion.

(g) The Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights on the satisfaction of the vesting conditions.

(h) Subject to the Act, the Listing Rules and the Plan, the Performance Rights not having lapsed, and the Board being satisfied, in its sole and absolute discretion, that all of the Vesting Conditions attaching to the Performance Rights have been satisfied, the Company will within one (1) calendar month of the Board being so satisfied, issue to the participant the number of Shares the participant is entitled to be issued in respect of its vested Performance Rights.

(i)

All Shares allotted upon the vesting of Performance Rights will upon allotment rank pari passu in all respects with other Shares.

(j) A participant who is not a Shareholder is not entitled to:
(i) notice of, or to vote or attend at, a meeting of the Shareholders of the Company; or

(ii) receive any dividends declared by the Company, unless and until any Performance Right is exercised and the participant holds Shares that provide the right to notice and dividends.

(k) The Performance Rights are only transferrable with the prior written consent of the Board of the Company or by force of law upon death to the participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.

(l) A Performance Right does not confer the right to a change in the number of underlying Shares over which the Performance Right can be exercised.

(m) If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Performance Right are to be changed in a manner consistent with the Act and the ASX Listing Rules at the time of the reorganisation.

(n) There are no participating rights or entitlements inherent in the Performance Rights and participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

(o) The Company will not apply for quotation of the Performance Rights. If any Shares issued under the Plan are of the same class of Shares that are quoted on ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the date the Shares are issued.

LODGE YOUR PROXY APPOINTMENT ONLINE

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 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.

2019 GENERAL MEETING PROXY FORM

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

APPOINT A PROXY

The Chairman of the meeting

OR

 PLEASE NOTE: If you leave the section blank, the Chairman 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) are 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 General Meeting of the Company to be held at Level 15, 197 St Georges Terrace, Perth, Western Australia on 2 July 2019 at 9:30am (WST) and at any adjournment or postponement of that Meeting.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:

The Chair intends to vote undirected proxies in favour of all resolutions. In exceptional circumstances the Chair may change his/her voting intention on any resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

VOTING DIRECTIONS

	2019 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 Chairman of the meeting OR PLEASE NOTE:If you leave the section blank, the Chairman 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) are 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 General Meeting of the Company to be held at Level 15, 197 St Georges Terrace, Perth, Western Australia on 2 July 2019 at 9:30am (WST)and at any adjournment or postponement of that Meeting. CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:
	The Chair intends to vote undirected proxies in favour of all resolutions. In exceptional circumstances the Chair may change his/her voting intention on any resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.
	VOTING DIRECTIONS
STEP 2	Resolutions For Against Abstain*
	1 Ratification and Approval of Issue of Shares and Options – February 2019 Placement
	2 Cancellation of 4,800,000 ESOP Options
	3 Approval of Issue of 1,000,000 Shares to Dr Stephen Donald Dunmead (a non-executive Director) in consideration of the cancellation of 2,400,000 ESOP Options currentlyheld byhim
	4 Approval of Issue of 1,000,000 Shares to Mr Lazaros Nikeas (a non-executive Director) in consideration of the cancellation of 2,400,000 ESOP Options currentlyheld byhim
	5 Adoption of Performance Rights Plan
	6 Approval of Issue of Shares to Dr Stephen Donald Dunmead (a Non-Executive Director) in satisfaction of director’s fees
	7 Approval of Issue of Shares to Mr Lazaros Nikeas (a Non-Executive Director) in satisfaction of director’s fees
	8 Approval of Issue of 1,000,000 Shares to Dr Stephen Donald Dunmead (a non-executive Director) in partpayment of consultancyfees
	* If you mark the Abstain box for a particular resolution, 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 shareholder 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 resolution 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 resolution 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 resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PLEASE NOTE: If you appoint the Chairman as your proxy (or if he is appointed by default) but do not direct him how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chairman may vote as he sees fit on that resolution.

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

(b) Return both forms together.

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 9:30am (WST) on 30 June 2019, 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
ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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EDEN INNOVATIONS LTD — Proxy Solicitation & Information Statement 2019

64820_rns_2019-06-11_de3d7829-890f-439a-8a66-2d90dddee509.pdf

AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT

12 June 2019

Notice of General Meeting

EDEN INNOVATIONS LTD ACN 109 200 900

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

AT

EDEN INNOVATIONS LTD (ACN 109 200 900)

NOTICE OF MEETING

AGENDA

1. Resolution 1 – Ratification and Approval of Issue of Shares and Options– February 2019 Placement

2. Resolution 2 – Cancellation of 4,800,000 ESOP Options

3. Resolution 3 – Approval of Issue of 1,000,000 Shares to Dr Stephen Donald Dunmead (a non-executive Director) in consideration of the cancellation of 2,400,000 ESOP Options currently held by him

4. Resolution 4 – Approval of Issue of 1,000,000 Shares to Mr Lazaros Nikeas (a non-executive Director) in consideration of the cancellation of 2,400,000 ESOP Options currently held by him

5. Resolution 5 – Adoption Of Performance Rights Plan

6. Resolution 6 – Approval Of Issue Of Shares to Dr Stephen Donald Dunmead (a Non-Executive Director) in satisfaction of director’s fees

7. Resolution 7 – Approval Of Issue Of Shares to Mr Lazaros Nikeas (a Non-Executive Director) in satisfaction of director’s fees

8. Resolution 8 – Approval of Issue of 1,000,000 Shares to Dr Stephen Donald Dunmead (a non-executive Director) in part payment of consultancy fees

PROXIES

By Order of the Board of Directors

EDEN INNOVATIONS LTD

EXPLANATORY STATEMENT FOR SHAREHOLDERS

PART 1 – RESOLUTION 1: RATIFICATION AND APPROVAL OF ISSUE OF SHARES AND OPTIONS – FEBRUARY 2019

Listing Rule 7.5

PART 2 – RESOLUTION 2: APPROVAL OF CANCELLATION OF 4,800,000 ESOP OPTIONS CURRENTLY HELD BY DR STEPHEN DONALD DUNMEAD AND MR LAZAROS NIKEAS (NON-EXECUTIVE DIRECTORS)

Voting Exclusion Statement

A. Resolution 3

PART 4 – RESOLUTION 5 – APPROVAL OF THE EDEN INNOVATIONS LIMITED PERFORMANCE RIGHTS PLAN

(a) to act as a key retention tool; and

Class A Performance Rights

Class B Performance Rights

PART 5 – RESOLUTION 6 AND 7 – APPROVAL OF ISSUE OF SHARES TO EACH OF DR STEPHEN DONALD DUNMEAD AND MR LAZAROS NIKEAS (BOTH NON-EXECUTIVE DIRECTORS) AS DIRECTOR’S FEES

Listing Rule 10.11 and 10.13

A. Resolution 6

PART 6 – RESOLUTION 8: APPROVAL OF ISSUE OF 1,000,000 SHARES TO DR STEPHEN DONALD DUNMEAD (A NON-EXECUTIVE DIRECTOR) IN PART PAYMENT OF CONSULTANCY FEES

Chapter 2E of the Act

Listing Rule 10.11 and 10.13

GLOSSARY OF TERMS

SCHEDULE 1

Terms and Conditions of Performance Rights

 ONLINE PROXY APPOINTMENT

2019 GENERAL MEETING PROXY FORM

APPOINT A PROXY

OR

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

APPOINTMENT OF A SECOND PROXY

Power of Attorney:

Companies:

LODGE YOUR PROXY FORM

More from EDEN INNOVATIONS LTD

EDEN INNOVATIONS LTD Proxy Solicitation & Information Statement 2019