EDEN INNOVATIONS LTD

EDEN INNOVATIONS LTD ACN 109 200 900

NOTICE OF GENERAL MEETING OF SHAREHOLDERS EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON 28 APRIL 2021 COMMENCING AT 9:30am

Level 15, 197 St Georges Terrace Perth, Western Australia

(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 Wednesday the 28[th ] day of April 2021 at 9:30am.

AGENDA

1. Resolution 1 – Ratification and Approval of Issue of Shares and Options– December 2020 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 11 December 2020, 173,030,770 Shares at a price of $0.026 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, together with 43,257,696 free attaching Options, each to acquire one Share at an exercise price of 5 cents and with an expiry date of 11 December 2022; and
(b) on 14 December 2020, 19,269,231 Shares at a price of $0.026 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, together with 4,817,308 free attaching Options, each to acquire one Share at an exercise price of 5 cents and with an expiry date of 11 December 2022,

raising $4,999,800 (before the expenses of the placement)”

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any of the Placement Subscribers, or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 – Ratification and Approval of Issue of Options to Broker of December 2020 Placement

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

“That, for the purpose of ASX Listing Rules 7.1 and 7.4 and for all other purposes, shareholders ratify and approve the issue, on 16 December 2020, of 1,468,740 Options, each to acquire one Share at an exercise price of 5 cents and with an expiry date of 11 December 2022, free of charge, to Odeon Capital Group LLC, Edward Sugar, Rogier de la Rambelje, Matthew Bonner and Oracle Capital Group Pty Ltd (each being a person to whom a disclosure document under Chapter 6D of the Act was not required to be provided), as part of the consideration payable by the Company to its appointed brokers (EAS Advisors LLC, acting through Odeon Capital Group LLC and Oracle Capital Group Pty Ltd) in connection with funds raised under the December 2020 Placement.”

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the above mentioned persons, or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
3. Resolution 3 – Cancellation of 16,481,010 performance rights and approval to issue 16,481,010 new performance rights in replacement thereof

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 6.23.2, ASX waiver dated 4 February 2021 and for all other purposes, shareholders approve:
(a) the cancellation of 16,481,010 existing performance rights currently on issue under the Company’s Performance Rights Plan to 28 existing staff (“Continuing Participants”) (subject, in the case of each Continuing Participant, to them agreeing to their cancellation); and
(b) in consideration thereof, the issue to the Continuing Participants, in the aggregate, of 16,481,010 new performance rights under the Company’s Performance Rights Plan (comprising 5,493,670 “A Class”, 5,493,670 “B Class and 5,493,670 “C Class new performance rights), with those new performance rights to be issued on the same terms and conditions as the existing performance rights which are to be cancelled save that the vesting date for each of the A Class, B Class and C Class new performance rights shall be extended by 12 months, to 31 August 2022, 31 August 2023 and 31 August 2024 respectively, and otherwise on the terms and conditions which are specified in the Explanatory Statement.”

The Company will disregard any votes cast in favour of this Resolution by or on behalf of all of the Continuing Participants or any of their associates. However, the Company need not disregard a vote cast in favour of this Resolution by:

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

the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

4. Resolution 4 – Cancellation of 3,000,000 performance rights held by Mr Don Grantham Jr. (CEO – Eden US)

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 6.23.2 and for all other purposes, shareholders approve the cancellation of 3,000,000 existing performance rights currently on issue under the Company’s Performance Rights Plan to Mr Don Grantham Jr (subject to Mr Don Grantham Jr agreeing to their cancellation), in consideration of the issue to Mr Don Grantham Jr, free of charge, of up to 15,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Don Grantham Jr, or any of his associates. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5 – Ratification and Approval of Agreement to Issue Options – Consultancy Services

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 Company’s agreement to issue to Edward Sugar, Rogier de le Rambelje and Matthew Bonner (“the EAS Optionholders”) (as the nominees of EAS Advisors LLC, acting through Odeon Capital Group LLC) , on 1 June 2021, of (in the aggregate):

(a) 6,000,000 Options, each to acquire one Share at an exercise price of 7 cents and with an expiry date of 1 June 2022; and

(b) 6,000,000 Options, each to acquire one Share at an exercise price of 8 cents and with an expiry date of 1 June 2022,

and otherwise on the terms and conditions set out in the Explanatory Statement, free of charge, as part of the consideration payable to EAS Advisors LLC, acting through Odeon Capital Group LLC for the provision to the Company of consultancy services comprising general corporate advice and guidance and strategic services.”

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the EAS Optionholders, or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

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) 6370 4203 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 26 April 2021 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

A P Gates Secretary

Dated this 24[th ] day of March 2021

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 – DECEMBER 2020 PLACEMENT

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 11 December 2020, 173,030,770 Shares at a price of $0.026 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, together with 43,257,696 free attaching Options, each to acquire one Share at an exercise price of 5 cents expiring 11 December 2022; and
(b) on 14 December 2020, 19,269,231 Shares at a price of $0.026 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, together with 4,817,308 free attaching Options, each to acquire one Share at an exercise price of 5 cents expiring 11 December 2022,

raising $4,999,800 (before the expenses of the placement) (the “December 2020 Placement”).

The terms and conditions of the Options (other than exercise prices and expiry dates) are summarised in Schedule 1.

As noted above, on 11 and 14 December 2020 (“Issue Dates”), Eden issued the Shares and Options referred to above to the Placement Subscribers, being (in the aggregate) 192,300,001 Shares and 48,075,004 Options.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The December 2020 Placement did not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Dates.

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 1 seeks shareholder approval to the Shares and Options issued under the December 2020 Placement under and for the purposes of Listing Rule 7.4.

If Resolution 1 is passed, the Shares and Options issued under the December 2020 Placement will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Dates.

If Resolution 1 is not passed, the Shares and Options issued under the December 2020 Placement will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Dates.

The Company’s total issued capital immediately prior to the issue of the 192,300,001 Shares and 48,075,004 Options the subject of this Resolution 1 on 11 and 14 December 2020 was as follows:

Class	Number
Shares	1,885,398,362
EDEOB Options	69,695,884
6.5 cent ESOP options	1,000,000
4.379 cent Options	6,850,762
7 cent Options	6,000,000
8 cent Options	6,000,000
Performance Rights	19,481,010

The issue of the 192,300,001 Shares and 48,075,004 Options the subject of this Resolution 1 (being 240,375,005 equity securities in total) represented 12.7% of the Company’s then issued share capital (of 1,885,398,362 Shares), and represents 11.6% of the Company’s issued share capital as at the date of this Notice (of 2,077,773,996 Shares).

The Company seeks shareholder approval and ratification to the issue of the 192,300,001 Shares and 48,075,004 Options the subject of this Resolution 1 pursuant to Listing Rules 7.1 and 7.4.

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

A total of 192,300,001 Shares and 48,075,004 Options the subject of this Resolution 1 were issued by the Company to the Placement Subscribers on 11 and 14 December 2020.
All of the Shares were issued at a price of $0.026 raising $4,999,800, less the expenses of the December 2020 Placement. All of the Options were issued free of charge, with each Option being exercisable at an exercise price of 5 cents expiring 11 December 2022.
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 Options were issued on the terms and conditions set out above and in Schedule 1, and are unlisted. Any Shares which are issued consequent upon the exercise of any of these Options will rank pari passu with the existing issued Shares of the Company and will be quoted on the ASX.
The Shares and Options were issued to the Placement Subscribers, none of whom received, under the December 2020 Placement, more than 2% of the Shares on issue in the Company or more than 4% of the Options on issue in the Company as at the date of this Notice and

none of whom are a related party of the Company, a substantial holder in the Company or a member of the Company’s key management personnel.
$4,999,800 was raised from the issue of the Shares, which amount will be applied to meet the costs of the December 2020 Placement and the ongoing working capital requirements of the Company (including payments of salaries & wages and payments to suppliers in the ordinary course of business). No funds were raised from the issue of the Options: any funds which are raised from the exercise of these Options will be applied to the Company’s ongoing working capital requirements.
The Company will disregard any votes cast in favour of this Resolution by or on behalf of any of the Placement Subscribers, or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution by:
- a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
- the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  - the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  - the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

PART 2 – RESOLUTION 2: RATIFICATION AND APPROVAL OF ISSUE OF OPTIONS TO BROKER OF DECEMBER 2020 PLACEMENT

Resolution 2 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, on 16 December 2020, of 1,468,740 Options, each to acquire one Share at an exercise price of 5 cents expiring 11 December 2022, free of charge, to Odeon Capital Group LLC, Edward Sugar, Rogier de la Rambelje, Matthew Bonner and Oracle Capital Group Pty Ltd (each being a person to whom a disclosure document under Chapter 6D of the Act was not required to be provided), as part of the consideration payable by the Company to its appointed brokers (being EAS Advisors LLC, acting through Odeon Capital Group LLC, and Oracle Capital Group Pty Ltd (AFSL 521887)) in connection with funds raised under the December 2020 Placement.

Pursuant to letter agreements made between Oracle Capital Group Pty Ltd and Eden, and between EAS Advisors LLC acting through Odeon Capital Group LLC and Eden, both dated 2 December 2020, Eden engaged Oracle Capital Group Pty Ltd and EAS Advisors LLC, acting through Odeon Capital Group LLC, to act as its placement agents in connection with the December 2020 Placement. Under these letter agreements, each of EAS Advisors LLC, acting through Odeon Capital Group LLC, and Oracle Capital Group Pty Ltd was entitled to be paid an equity raising fee, in cash, of 6% (plus GST), plus 1.5% in Options, on the amount raised by it under the December 2020 Placement.

Further, under EAS Advisors LLC’s letter agreement, it was also entitled to be paid an equity raising fee, in cash, of 6% (plus GST), plus 1.5% in Options, in connection with any future funds raised from investors who were introduced by Odeon to Eden and who actually participated in any further capital raising transactions undertaken by Eden in the period from 2 December 2020 to 31 December 2021 (subject to earlier termination of this agreement). This agreement was superseded by the new binding term sheet with EAS Advisors LLC acting through Odeon Capital Group LLC which is referred to in Resolution 5.

The terms and conditions of the Options (other than exercise price and expiry date) are summarised in Schedule 1.

As noted above, on 16 December 2020 (“Option Issue Date”), Eden issued 1,468,740 Options (“the Issue”).

The Issue did not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the Option Issue Date.

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

To this end, Resolution 2 seeks shareholder approval to the Issue under and for the purposes of Listing Rule 7.4.

If Resolution 2 is passed, the Issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Option Issue Date.

If Resolution 2 is not passed, the Issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Option Issue Date.

The Company’s total issued capital immediately prior to the issue of the 1,468,740 Options the subject of this Resolution 2 on 16 December 2020 was as follows:

Class	Number
Shares	2,077,698,363
EDEOB Options	69,695,884
6.5 cent ESOP options	1,000,000
4.379 cent Options	6,850,762
5 cent Options	48,075,004
7 cent Options	6,000,000
8 cent Options	6,000,000
Performance Rights	19,481,010

The issue of the 1,468,740 Options the subject of this Resolution 2 represented 0.07% of the Company’s then issued share capital (of 2,077,698,363 Shares), and represents 0.07% of the Company’s issued share capital as at the date of this Notice (of 2,077,773,996 Shares).

The Company seeks shareholder approval and ratification to the issue of 1,468,740 Options the subject of this Resolution 2 pursuant to Listing Rules 7.1 and 7.4.

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

The Options the subject of this Resolution 2 (being 1,468,740 in aggregate) were issued by the Company on 16 December 2020 to:
a. Odeon Capital Group, LLC - 66,540 Options;
b. Edward Sugar – 449,145 Options;
c. Rogier de la Rambelje – 59,886 Options;
d. Matthew Bonner - 89,829 Options; and
e. Oracle Capital Group Pty Ltd – 803,340 Options.
All of the Options were issued free of charge, with each Option being exercisable at an exercise price of 5 cents expiring 11 December 2022.
The Options were issued on the terms and conditions summarised above and in Schedule 1, and are unlisted. Any Shares which are issued consequent upon the exercise of any of these Options will rank pari passu with the existing issued Shares of the Company and will be quoted on the ASX.
The Options were issued to the persons specified in numbered paragraph 1 above, none of whom is a related party of the Company, a substantial holder in the Company or a member of the Company’s key management personnel.
No funds were raised from the issue of the Options, as they were issued as part of the consideration payable to EAS Advisors LLC, acting through Odeon Capital Group LLC and Oracle Capital Group Pty Ltd (AFSL 521887), for acting as brokers to the December 2020 Placement. Any funds which are raised from the exercise of these Options will be applied to the Company’s ongoing working capital requirements.
The Company will disregard any votes cast in favour of this Resolution by or on behalf of the persons specified in numbered paragraph 1 above (being the persons to whom the Options were issued), or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution by:
a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
- the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

PART 3 – RESOLUTION 3: CANCELLATION OF 16,481,010 PERFORMANCE RIGHTS CURRENTLY ON ISSUE UNDER THE PERFORMANCE RIGHTS PLAN TO THE CONTINUING PARTICIPANTS AND APPROVAL OF THE ISSUE OF 16,481,010 NEW PERFORMANCE RIGHTS UNDER THE COMPANY’S PERFORMANCE RIGHTS PLAN TO THE CONTINUING PARTICIPANTS IN REPLACEMENT THEREOF

Resolution 3 seeks shareholder approval, for the purpose of ASX Listing Rule 6.23.2, ASX waiver dated 4 February 2021 and for all other purposes, to the:

(a) cancellation of 16,481,010 Existing Performance Rights currently on issue under the Company’s Performance Rights Plan to the Continuing Participants (subject, in the case of each Continuing Participant, to them agreeing to their cancellation); and
(b) the issue to the Continuing Participants (as the consideration for the cancellation of their Existing Performance Rights) of, in the aggregate, 16,481,010 new performance right under the Company’s Performance Rights Plan (comprising 5,493,670 “A Class”, 5,493,670 “B Class and 5,493,670 “C Class new performance rights) (“Replacement Performance Rights”).

Eden’s Performance Rights Plan was approved at a general meeting of Eden’s shareholders on 2 July 2019. As at the date of this notice, there are 19,481,010 Existing Performance Rights on issue under that plan. The Existing Performance Rights comprise 6,493,670 class A performance rights, 6,493,670 class B performance rights and 6,493,670 class C performance rights.

The Existing Performance Rights were issued on the following terms and conditions:

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) - 31 August 2021

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) - 31 August 2022

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) - 31 August 2023
For the above purposes, commercial revenue is revenue from product sales, and does not include income from sale of businesses, technology or rights. In addition, the Continuing Participants are 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 Existing Performance Rights, Class B Existing Performance Rights and Class C Existing 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.

Each Existing 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.

The Replacement Performance Rights will be issued on the same terms and conditions as set out above, save that the expiry date (latest date for satisfaction of the vesting condition) of the Class A, Class B and Class C Replacement Performance Rights will be 31 August 2022, 31 August 2023 and 31 August 2024 respectively. The Replacement Performance Rights (like the Existing Performance Rights) will not be quoted.

In addition to the 16,481,010 Replacement Performance Rights the subject of this Resolution 3, Eden also proposes to issue the following new performance rights under its Performance Rights Plan:

(a) 9,601,002 additional new performance rights to 15 of the 28 Continuing Participants; and
(b) 772,002 additional new performance rights to new employees who do not currently hold any Existing Performance Rights,

(together with the Replacement Performance Rights, the “New Performance Rights”). No consideration will be payable by any of the above persons for the New Performance Rights which are issued to them.

This will result in 26,854,014 New Performance Rights then being on issue under the Performance Rights Plan. It is proposed that 15 of the 28 Continuing Participants will receive more performance rights then they currently hold (ranging from a 33% to a 100% increase). These additional performance rights are predominately being issued to senior employees following a review undertaken of their employment terms and to incentivise them to remain in the ongoing employment of Eden. 13 of the 28 Continuing Participants will receive the same amount of performance rights that they currently hold. New Performance Rights will only be issued to the Continuing Participants on condition that they agree to the cancellation of all of their Existing Performance Rights.

ASX Listing Rule 6.23.2 provides that a change to an option (which term encompasses a performance right) which has the effect of cancelling an option for consideration can only be made if shareholders approve the change.

ASX Listing Rule 6.23.3 prohibits a change affecting an option which has the effect of, amongst other things, extending the period for exercise of that option.

As the 16,481,010 Existing Performance Rights which are held by the Continuing Participants will be replaced with 16,481,010 Replacement Performance Rights to be issued to the Continuing Participants, and the vesting dates of those Replacement Performance Rights will be extended (when compared to the vesting dates of the Existing Performance Rights) by 12 months, the issue of the Replacement Performance Rights will have the effect of extending the existing vesting dates. This is prohibited by ASX Listing Rule 6.23.3.

The Company obtained from ASX a waiver from Listing Rule 6.23.3 which will permit the Company to cancel the 16,481,010 Existing Performance Rights held by, and to issue the 16,481,010 Replacement Performance Rights to, the Continuing Participants (“the Waiver”). The Waiver was granted by ASX on the following conditions:

The Company obtains shareholder approval for the issue of the Replacement Performance Rights (which is sought by this Resolution); and
This notice includes explanatory information satisfactory to ASX including, at a minimum, a clear explanation of the rationale for the proposed changes.

Eden sought the Waiver as, if Eden were to issue the additional 9,601,002 New Performance Rights to 15 of the 28 Continuing Participants and the additional 772,002 New Performance Rights to new employees who do not currently hold any Existing Performance Rights, without simultaneously cancelling all of the Existing Performance Rights held by the Continuing Participants and replacing them with the Replacement Performance Rights, the rights of the participating employees under its Performance Rights Plan, that were intended to be identical, will not be the same. Eden does not consider this would be an acceptable outcome if the Performance Rights Plan is to act as a fair and effective employee incentive plan.

The Continuing Participants currently hold 16,481,010 Existing Performance Rights. Eden’s proposal only has the effect of increasing the expiry dates (vesting dates) for these 16,481,010 Existing Performance Rights (as these are the only performance rights which are being “replaced” by New Performance Rights). The remainder of the Existing Performance Rights (of 3,000,000) (and which are the subject of Resolution 4 below) will be cancelled in their entirety.

If this Resolution 3 is passed and the Continuing Participants agree to the cancellation of their Existing Performance Rights, they will be issued with an equivalent number of Replacement Performance Rights. In addition, in consideration of agreeing to the cancellation of their Existing Performance Rights, as noted above, 15 of the Continuing Participants will be issued with an additional number of New Performance Rights (9,6001,001 in total).

Under its Performance Rights Plan, Eden’s board has the ability to issue new invitations to employees to apply for performance rights from time to time in its absolute discretion, upon the terms set out in the Performance Rights Plan and upon such additional terms and conditions as the board determines. The purpose of Eden’s Performance Rights Plan is to:

assist in the reward, retention and motivation of eligible participants;
link the reward of eligible participants to performance and creation of shareholder value;
align the interests of eligible participants more closely with the interests of shareholders by providing an opportunity for eligible participants to receive shares;
provide eligible participants with the opportunity to share in any future growth in the value of the company; and
provide greater incentive for eligible participants to focus on the company’s longer terms goals.

Eden wishes to cancel the Existing Performance Rights held by, and to issue the Replacement Performance Rights to, the Continuing Participants with extended vesting dates (expiry dates) to offset the impact that the COVID-19 pandemic has had on Eden’s targeted sales level and marketing progress in 2020 and to ensure that the performance rights which are issued to eligible participants under the Performance Rights Plan continue to achieve the purposes set out above.

This proposed change to the vesting dates (expiry dates) is intended to continue to assist with the retention and incentivisation of the Continuing Participants in the present economic environment.

None of the Existing Performance Rights have been, and none of the Replacement Performance Rights (or other New Performance Rights) will be, issued to Eden’s directors.

The Existing Performance Rights (and the Replacement Performance Rights to be) held by the Continuing Participants, totaling 16,481,010 in number, assuming all of the vesting conditions were met before the applicable expiry dates, would result in the issue of 16,481,010 new Shares, which represent 0.79% of Eden’s current issued share capital (of 2,077,773,996 Shares) and 0.74% of its fully diluted share capital (assuming all existing Options on issue as at the date of this Notice were exercised) (of 2,216,788,753 Shares).

The Existing Performance Rights and Replacement Performance Rights represent a very small percentage of Eden’s current (and fully diluted) Share capital, which percentage interest would be diluted further if Eden undertakes any further capital raising to augment its working capital funds.

As the Company’s Performance Rights Plan was approved by shareholders at a general meeting held on 2 July 2019, the Replacement Performance Rights (and the other New Performance Rights) will be issued in reliance on Exception 13 in Listing Rule 7.2, and will therefore be excluded in calculating the Company’s 15% issuing capacity under Listing Rule 7.1.

If the Company’s Shareholders do not approve Resolution 3, the Existing Performance Rights held by the Continuing Participants will not be cancelled and the Replacement Performance Rights will not be issued to the Continuing Participants, however the Company may still proceed to issue some or all of the other New Performance Rights. If any of the Continuing Participants do not agree to the cancellation of their Existing Performance Rights, their Existing Performance Rights will not be cancelled and no Replacement Performance Rights will be issued to them.

Voting Exclusion Statement

The Company will disregard any votes on this Resolution 3 by or on behalf of all the Continuing Participants and their associates. However, this does not apply to a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

PART 4 – RESOLUTION 4: CANCELLATION OF 3,000,000 EXISTING PERFORMANCE RIGHTS HELD BY MR DON GRANTHAM JR. (CEO –

EDEN US)

Resolution 4 seeks shareholder approval, for the purpose of ASX Listing Rule 6.23.2 and for all other purposes, to the cancellation of 3,000,000 Existing Performance Rights currently on issue under the Company’s Performance Rights Plan to Mr Grantham (subject to Mr Grantham agreeing to their cancellation), in consideration of the issue to Mr Grantham, free of charge, of up to 15,000,000 Shares.

Mr Grantham is the chief executive officer/ president of Eden Innovations LLC (“Eden US”), a wholly owned subsidiary of Eden. He is not a director of Eden.

As noted above, as at the date of this notice, there are 19,481,010 Existing Performance Rights on issue under the Company’s Performance Rights Plan. Mr Grantham currently holds 3,000,000 Existing Performance Rights.

If Mr Grantham agrees to cancel all of his Existing Performance Rights, Eden proposes to amend his employment contract and remuneration package, which will result in him being issued, free of charge, with up to 15,000,000 Shares in Eden (“Incentive Shares”), which will progressively vest in three equal annual tranches of 5,000,000 Shares, on the next business day after the date of this General Meeting, 1 January 2022 and 1 January 2023. Each tranche of Incentive Shares which are issued will be subject to a holding lock (escrow period) for the period ending as follows (and Mr Grantham will not be able to sell or otherwise dispose of the relevant tranche of Incentive Shares in this period):

(a) first tranche – up to and including 31 December 2021;
(b) second tranche – up to and including 31 December 2022;
(c) third tranche - up to and including 31 December 2023.

Mr Grantham will automatically lose his entitlement to any unvested tranche of Incentive Shares if he is fired for cause or voluntarily leaves the employment of Eden US (other than to take up a position with Eden). Mr Grantham will not be issued with any New Performance Rights.

No other equity performance or incentive package is planned for Mr Grantham during the next three-year period of the Company’s development.

Mr Grantham’s Existing Performance Rights comprise 1,000,000 class A performance rights, 1,000,000 class B performance rights and 1,000,000 class C performance rights, with those class A, class B and class C performance rights each including a vesting condition of commercial revenue reaching US $6 million, US $12 million and US $24 million respectively, and with the relevant vesting condition to be satisfied before the expiry date of the class A, class B and class C performance rights, being 31 August 2021, 31 August 2022 and 31 August 2023 respectively. Each Existing 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.

The Existing Performance Rights held by Mr Grantham, totaling 3,000,000 in number, assuming all of the vesting conditions were met before the applicable expiry dates, would result in the issue of 3,000,000 new Shares, which represent 0.14% of Eden’s current issued share capital (of 2,077,773,996 Shares) and 0.14% of its fully diluted share capital (assuming all existing Options were exercised) (of 2,216,788,753 Shares).

The Existing Performance Rights held by Mr Grantham therefore represent a very small percentage of Eden’s current (and fully diluted) Share capital, which percentage interest would be diluted further if Eden undertakes any further capital raising to augment its working capital funds.

The Company considers the cancellation of Mr Grantham’s Existing Performance Rights under this Resolution 4, in consideration of the issue to him of the Incentive Shares, will assist with the retention of Mr Grantham as an employee of the Company.

The Company will issue the Incentive Shares in reliance on its 15% issuing capacity under Listing Rule 7.1.

If this Resolution 4 is not passed, with the result that the Company cannot cancel Mr Grantham’s Existing Performance Rights, the Company will consider alternative ways in which it can amend Mr Grantham’s employment contract and remuneration package to achieve the desired outcome of incentivizing Mr Grantham to remain an employee of the Company.

The Company will disregard any votes cast on this Resolution by or on behalf of Don Grantham Jr, and any of his associates. However, this does not apply to a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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

PART 5 – RESOLUTION 5: RATIFICATION AND APPROVAL OF AGREEMENT TO ISSUE OPTIONS – CONSULTANCY SERVICES

Resolution 5 seeks shareholder approval and ratification, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, of the Company’s agreement to issue to Edward Sugar, Rogier de le Rambelje and Matthew Bonner (“the EAS Optionholders”) (as the nominees of EAS Advisors LLC, acting through Odeon Capital Group LLC), on 1 June 2021, of (in the aggregate):

(a) 6,000,000 Options, each to acquire one Share at an exercise price of 7 cents expiring 1 June 2022 (“7 cent Options”); and
(b) 6,000,000 Options, each to acquire one Share at an exercise price of 8 cents expiring 1 June 2022 (“8 cent Options”),

free of charge, as part of the consideration payable to EAS Advisors LLC acting through Odeon Capital Group LLC for the provision to the Company of consultancy services comprising general corporate advice and guidance and strategic services.

EAS Advisors LLC, Eric Dyer and Matthew Bonner currently hold (in the aggregate) 12,000,000 Options in the Company which expire on 1 June 2021. These options were issued pursuant to an earlier consultancy agreement between EAS Advisors LLC acting through Odeon Capital Group LLC and the Company. The Company’s agreement to issue the Options the subject of this Resolution 5 to the EAS Optionholders is subject to and conditional upon none of EAS Advisors LLC, Eric Dyer and Matthew Bonner exercising any of their existing Options before their expiry date on 1 June 2021 (“the Condition”).

Under a binding term sheet made between EAS Advisors LLC, acting through Odeon Capital Group LLC, and Eden effective 1 March 2021, Eden appointed Odeon Capital Group LLC to provide the consultancy services, the consideration for which is the payment of a monthly retainer of US $10,000 per month plus the issue (subject to satisfaction of the Condition) to it or its nominees of the above Options. In addition, if any funds are raised by Eden through any investors introduced to Eden by Odeon (expressly excluding under a rights issue or share purchase plan), Eden has agreed to pay Odeon 5% of any equity raised and 3% of any debt raised. This term sheet is for an initial period of 12 months but will automatically renew for successive periods of 12 months unless a party gives 30 days’ prior written notice before the end of the term, provided however that either party may unilaterally terminate the term sheet at any time on three months’ written notice to the other party.

The terms and conditions of the Options (other than exercise prices and exercise dates) are summarised in Schedule 1.

As noted above, Eden has agreed to issue, on 1 July 2021 (“June Option Issue Date”), subject to the satisfaction of the Condition, in total, 12,000,000 Options to the EAS Optionholders (“the June Issue”).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue or agree to issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The June Issue did not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the June Option Issue Date.

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

To this end, Resolution 5 seeks shareholder approval to the June Issue under and for the purposes of Listing Rule 7.4.

If Resolution 5 is passed, the June Issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of the terms sheet.

If Resolution 5 is not passed, the June Issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of the terms sheet.

The Company’s total issued capital as at the date when the Company agreed to make the June Issue and as at the date of this Notice is as follows:

Class	Number
Shares	2,077,773,996
EDEOB Options	69,620,251
5 cent ESOP options	1,000,000
4.379 cent Options	6,850,763
5 cent Options	49,534,744
7 cent Options	6,000,000
8 cent Options	6,000,000
PerformanceRights	19,481,010

The issue of the 12,000,000 Options the subject of this Resolution 5 represents 0.58% of the Company’s issued share capital as at the date of this Notice (of 2,077,773,996 Shares).

The Company seeks shareholder approval and ratification to the issue of the 12,000,000 Options the subject of this Resolution 5 pursuant to Listing Rules 7.1 and 7.4.

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

The 12,000,000 Options the subject of this Resolution 5 will be issued as to:
a. 4,500,000 7 cent Options and 4,500,000 8 cent Options, to Edward Sugar;
b. 600,000 7 cent Options and 600,000 8 cent Options, to Rogier de la Rambelje; and
c. 900,000 7 cent Options and 900,000 8 cent Options, to Matthew Bonner.
All of the Options will be issued free of charge, with 6,000,000 Options being exercisable at an exercise price of 7 cents and 6,000,000 Options being exercisable at an exercise price of 8 cents and with all Options to expire 1 June 2022.
The Options will be issued on the terms and conditions summarised above and in Schedule 1, and will be unlisted. Any Shares which are issued consequent upon the exercise of any of these Options will rank pari passu with the existing issued Shares of the Company and will be quoted on the ASX.
The Options will be issued to Edward Sugar, Rogier de la Rambelje and Matthew Bonner, none of whom are a related party of the Company, a substantial holder of the Company or a member of the Company’s key management personnel.
No funds will be raised from the issue of the Options, which will be issued as part of the consideration payable to EAS Advisors LLC acting through Odeon Capital Group LLC for providing consultancy services to the Company. Any funds which are raised from the exercise of these Options will be applied to the Company’s ongoing working capital requirements.
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Edward Sugar, Rogier de la Rambelje and Matthew Bonner, or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution by:
a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

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);

“Continuing Participants” means the 28 existing staff who, as at the date of this Notice, together hold 16,481,010 Existing Performance Rights under the Company’s Performance Rights Plan;

“December 2020 Placement” means the placement, on 11 and 14 December 2020 of, in the aggregate, 192,300,001 Shares and 48,075,004 Options, to the Placement Subscribers;

" Director " means a director of the Company;

“ EAS Optionholders ” means Edward Sugar, Rogier de la Rambelje and Matthew Bonner;

“Existing Performance Rights” means the 19,481,010 performance rights currently on issue under the Company’s Performance Rights Plan as at the date of this Notice;

“Option ” means an option to acquire a Share in the Company;

" 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;

“ New Performance Rights” means all of the new performance rights which the Company intends to issue under its Performance Rights Plan, as summarised in Part 3 of the Explanatory Statement, and being the Replacement Performance Rights to be issued to the Continuing Participants, 9,601,002 additional new performance rights to be issued to 15 of the 28 Continuing Participants and 772,002 additional new performance rights to be issued to new employees who do not hold any Existing Performance Rights;

" 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 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);

“Performance Rights Plan ” means the Eden Innovations Ltd Performance Rights Plan which was approved by the Company’s Shareholders at the general meeting held on 2 July 2019;

“Replacement Performance Rights” means the 16,481,010 new performance rights which the Company intends to issue under its Performance Rights Plan (comprising 5,493,670 “A Class”, 5,493,670 “B Class” and 5,493,670 “C Class” New Performance Rights) to the Continuing Participants if shareholders approve Resolution 3;

“ 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 Options

(1) The Options are exercisable at any time prior to 5.00pm WST on the expiry date stated in the relevant Resolution (“Time of Expiry”). Options not exercised on or before the Time of Expiry will automatically lapse.
(2) The Options may be exercised wholly or in part by completing a notice of exercise of options substantially in the form attached to the option certificate ("Notice of Exercise") to be delivered to the Company's registered office and received by it any time prior to the Time of Expiry.
(3) The Options entitle the holder to subscribe (in respect of each Option held) for one Share at an exercise price per Option as specified in the relevant Resolution.
(4) Upon the exercise of the Options and receipt of all relevant documents and payment, Shares will be issued ranking equally with the then issued Shares. If at the date of exercise of the Options the Shares of the Company are quoted on the ASX, the Company will apply to ASX to have the Shares so issued granted Quotation.
(5) A summary of the terms and conditions of the Options including the Notice of Exercise will be sent to all holders of Options when they are issued.
(6) Any Notice of Exercise received by the Company prior to the Time of Expiry will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received.
(7) There are no participating entitlements inherent in the Options to participate in new issues of capital, which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded 10 business days before the Record Date (as defined in the Listing Rules) (to determine entitlements to the issue), to exercise Options.
(8) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Time of Expiry, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on holders of Options which are not being conferred on Shareholders and (subject to the provisions with respect to rounding of entitlements as sanctioned by the meeting of Shareholders approving the reconstruction of capital), in all respects, the terms for the exercise of Options shall remain unchanged. For these purposes the rights of the Option holder may be changed from time to time to comply with the Listing Rules applying to a reorganisation of capital at the time of reorganisation.
(9) The Options may be transferred at any time prior to the Time of Expiry.
(10) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the Notice of Exercise.

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

LODGE YOUR PROXY VOTE ONLINE

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.

2021 GENERAL MEETING PROXY FORM

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

APPOINT A PROXY

 PLEASE NOTE: If you leave the section blank, The Chairman of OR the Chairman of the Meeting will be your the meeting proxy. If no individual(s) or body corporate(s) is named, the Chair 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 the Level 15, 197 St Georges Terrace, Perth, WA on 28 April 2021 at 9.30am (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default). The Chairman of the Meeting intends to vote all undirected proxies available to him in favour of each Item of Business.

VOTING DIRECTIONS

Agenda Items

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For Against Abstain
1 Resolution 1 – Ratification and approval of issue of shares and options – December 2020 Placement
2 Resolution 2 – Ratification and approval of issue of options to broker of December 2020 Placement
3 Resolution 3 – Cancellation of 16,481,010 performance rights and approval to issue 16,481,010 new
performance rights in replacement thereof
4 Resolution 4 – Cancellation of 3,000,000 performance rights held by Mr Don Grantham Jr.
5 Resolution 5 – Ratification and Approval of Agreement to Issue Options – Consultancy Services
 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the
power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
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.
STEP 2
STEP 3
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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

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.

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. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman will be your proxy.

DEFAULT TO THE CHAIR OF THE MEETINGS

If you leave Step 1 blank, or if your appointed proxy does not vote on a poll in accordance with your directions or does not attend the Meetings, then the proxy appointment will automatically default to the Chair of the Meetings, who is required to vote the proxies as directed.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as they choose to the extent they are able. If you mark more than one box on an item, your vote on that item will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided. By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.

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.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

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

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:

If you appoint the Chairman as your proxy (or if he is appointed by default) but do not direct him how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item), you will be expressly authorising the Chairman to vote as he sees fit on that item.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) On each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) Return both forms together.

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 VOTE

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 26 April 2021, 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.