ENEGEX LIMITED — AGM Information 2018

Oct 22, 2018

ENEGEX LIMITED

(ABN 28 160 818 986)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ( Meeting ) of the Members of Enegex Limited ( Company ) will be held at The Institute of Chartered Accountants in Australia on Level 18 of 600 Bourke Street, Melbourne, Victoria on Wednesday, 28[th] November 2018 at 11:15am (AEDT).

AGENDA

ORDINARY BUSINESS

1. Annual Financial Report

To receive and consider the Financial Statements of the Company for the year ended 30 June 2018 and the reports of the Directors and Auditor thereon.

2. Resolution 1: Adoption of the Remuneration Report for the year ended 30 June 2018

To consider and if thought fit, to pass the following as a non-binding and advisory resolution in accordance with section 250R of the Corporations Act:

“To adopt the Remuneration Report as included in the Directors’ Report for the year ended 30 June 2018.”

3. Resolution 2: To consider the re-election of Mr A.P. Armitage as a Director of the Company

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

“That Mr Andrew Peter Armitage, who retires as a Director pursuant to the Constitution and, being eligible, offers himself for re-election and is hereby elected as a Director of the Company.”

OTHER BUSINESS

To transact any other business which may be properly brought before the Meeting in accordance with the Company’s Constitution and the Corporations Act.

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NOTES

Requisite Majorities

Resolutions 1 and 2 are ordinary resolutions and will be passed only if supported by a simple majority of the votes cast by Shareholders entitled to vote on the resolutions.

Voting Exclusion Statement

Resolution 1 - Remuneration Report

A vote may not be cast (in any capacity) on Resolution 1 by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel , details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of a member of the Key Management Personnel.

However, a person described in (a) or (b) may cast a vote on Resolution 1 if:

• (c) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and

• (d) the vote is not cast on behalf of a person described in (a) or (b).

Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of Meeting is incorporated in and comprises part of this Notice of Meeting.

By order of the Board ENEGEX LIMITED

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Robert Wright Company Secretary 19 October 2018

EXPLANATORY NOTES TO THE BUSINESS OF THE MEETING

Item 1: Annual Financial Report of the Company

The Financial Statements and related reports for the last financial year are contained in the Company’s 2018 Annual Report and will be laid before the Meeting. While no Resolution is required, Members are encouraged to ask questions of the Directors and the Auditor and make comments on the Financial Statements and reports.

The Auditor responsible for preparing the Auditor's Report for the year ended 30 June 2018, (or his representative) will attend the Meeting. The Chairman will also allow a reasonable opportunity for Members to ask the Auditor questions about the:

• a) conduct of the audit;

• b) preparation and content of the Auditor's Report;

• c) accounting policies adopted by the Company in relation to the preparation of the Consolidated Financial Statements; and

• d) independence of the Auditor in relation to the conduct of the audit.

To assist the Directors and the Auditor in responding to questions, please submit your questions by mail to Enegex Limited, Level 21, 500 Collins Street, Melbourne 3000 or by fax to +61 (0) 3 8610 4799 or by email to admin@enegex.com.au so they are received by no later than 5:00pm (AEDT) on Wednesday, 21 November 2018, being five (5) business days prior to the Meeting.

As required under section 250PA of the Corporations Act, at the Meeting the Company will distribute a list setting out the questions directed to the Auditor that have been received in writing from Members, being questions the Auditor considers relevant to the content of the Auditor's Report or the conduct of the audit of the Consolidated Financial Statements for the year ended 30 June 2018. The Chairman will allow reasonable opportunity for the Auditor to respond to the questions set out in this list.

Item 2: Resolution 1 - Remuneration Report

The Remuneration Report, which is included in the Directors’ Report section of the Company’s 2018 Annual Report, will be laid before the Meeting. While the Resolution to adopt it is not binding on the Company or the Directors, Members are encouraged to ask questions and make comments on the Remuneration Report. You should also note that the following voting restrictions apply in relation to voting on the Remuneration Report.

Voting exclusion statement

A vote may not be cast (in any capacity) on Resolution 1 by or on behalf of any of the following persons:

• a) a member of the Key Management Personnel , details of whose remuneration are included in the Remuneration Report; or

• b) a Closely Related Party of a member of the Key Management Personnel .

However, a person described in (a) or (b) may cast a vote on Resolution 1 if:

• c) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed Resolution; and

• d) the vote is not cast on behalf of a person described in (a) or (b).

The Directors unanimously recommend eligible Members vote in favour of adopting the Remuneration Report.

Item 3: Resolution 2 – Re-election of Mr A.P. Armitage as a Director

The Company’s Constitution requires that at every Annual General Meeting one third of the Directors (other than the Managing Director) shall, by rotation, retire from office and provides that such Director or Directors are eligible for re-election. Mr Armitage retires by rotation and is seeking re-election at the Meeting. Biographical information for Mr Armitage can be found in the Company’s annual report and on the company’s website: www.enegex.com.au. The Directors, other than Mr Armitage, unanimously recommend all Members vote in favour of the re-election of Mr Armitage.

Voting Generally

• The Company has determined that, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cwth), the holders of shares of the Company who are on the Company’s share register as at 11.15am (AEDT) on 26 November 2018 will be taken for the purposes of the Meeting to be held by the persons who held them at that time. Accordingly, those persons will be entitled to attend and vote at the Meeting.

• A Member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Member's voting rights.

• A proxy duly appointed need not be a Member.

• A proxy form accompanies this Notice and to be effective, the form and any document necessary to show the validity of the form must be lodged with the Company not less than 48 hours before the time appointed for the Meeting. Any proxy lodged after that time will be treated as invalid.

• Directors and Officers of corporate shareholders should note that unless the corporate shareholder either:

• (a) completes and lodges with the Company a valid form of appointment of proxy in accordance with the instructions on the enclosed proxy form; or

• (b) completes and either lodges with the Company prior to the Meeting a form of appointment of personal representative in accordance with the provisions of Section 250D of the Corporations Act or causes such personal representative to attend the Meeting with such form of appointment; or

• (c) has appointed an attorney,

and such proxy, personal representative or attorney attends the Meeting, then such corporate shareholder will be unable to exercise any votes at the Meeting.

• Proxy and corporate appointment of representative forms may be returned to the Company in the manner detailed at point 6 on the reverse of the proxy form.

• Corporate shareholders should comply with the execution requirements set out above and on the reverse of the proxy form and otherwise comply with the provisions of Section 127 of the Corporations Act, as detailed at point 7 on the reverse of the proxy form.

• Completion of a proxy form will not prevent individual Members from attending the Meeting in person if they wish. Where a Member completes and lodges a valid proxy form and attends the Meeting in person then the proxy's authority to speak and vote for that Member is suspended while the Member is present at the Meeting.

• Where a proxy form or form of appointment of personal representative is lodged and is executed under power of attorney the power of attorney must be lodged in like manner as a proxy.

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PROXY FORM ENEGEX LIMITED

(ABN 28 160 818 986)

The Company Secretary Enegex Limited Level 21, 500 Collins Street Melbourne, Victoria 3000 I/We (name of Member) ....................................................................................................................

of (address) ........................................................................................................................................

being a Member/Members of Enegex Limited ( Company ) HEREBY APPOINT

(name) …………………………………………………………………………………………………….. or, failing that person, then the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at The Institute of Chartered Accountants in Australia on Level 18 of 600 Bourke Street, Melbourne, Victoria on Wednesday 28[th] November 2018 commencing at 11.15am (AEDT) and at any adjournment thereof.

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

Mark to indicate your instructions 

If no directions are given my/our proxy may vote as he/she thinks fit or may abstain. Otherwise my/our proxy is to vote as follows:

FOR AGAINST ABSTAIN Resolution 1 Adoption of Remuneration Report    Resolution 2 Re-election A.P. Armitage as a Director of the Company   

Chair’s voting intention in relation to undirected proxies

Subject to the operation of the express voting exclusions contained in the Explanatory Notes to the Notice of Meeting, the Chair's intention is to vote an undirected proxy in favour of each resolution to be put to the Meeting, even if he has an interest in the outcome of the resolution/s. You should be aware that votes so cast by the Chair of the Meeting as your proxyholder will not be disregarded because of that interest.

If no direction is given above or if more than one box is marked in relation to a resolution, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of that resolution at the Meeting and any adjournment thereof.

If you are appointing more than one proxy, you must complete the following statement

My total voting right is ___ shares. This Proxy is appointed to represent _ % of my voting right or if 2 proxies are appointed Proxy 1 represents % and Proxy 2 represents ____% of my total votes. If no direction is given above or if more than one box is marked in relation to a resolution, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of that resolution at the Meeting and any adjournment thereof.

Signature(s)

Date Individual or Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Director/ Sole Director with no Director/Company Secretary Sole Director & Sole Company Company Secretary Secretary

INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A Member entitled to attend and vote at a General Meeting of the Company is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Member's voting rights.

3. A duly appointed proxy need not be a Member.

4. This proxy form and any document necessary to show the validity of the form must be lodged with the Company not less than 48 hours before the time appointed for the meeting. Any proxy lodged after that time will be treated as invalid.

6. In the case of joint holders of shares in the Company, all holders must sign.

7. Directors and Officers of corporate shareholders should note that unless the corporate shareholder either:

8. (i) completes and lodges with the Company a valid form of appointment of proxy; or

9. (ii) completes and either lodges with the Company a form of appointment of or certificate of appointment of personal representative in accordance with the provisions of Section 250D of the Corporations Act ( Act ) or causes such personal representative to attend the meeting with such form of appointment or certificate; or

10. (iii) has appointed an attorney,

and such proxy, personal representative or attorney attends the relevant meeting, then such corporate shareholder will be unable to exercise any votes at the relevant meeting.

1. Proxy and corporate representative appointment forms may be returned to the Company by delivery (by hand, mail, courier or facsimile) to the Company Secretary, Enegex Limited at its Registered Office:

   • Level 21

   • 500 Collins Street Melbourne Victoria 3000 Facsimile: +61 (0)3 8610 4799

2. Corporate shareholders should comply with the provisions of Section 127 or Section 204A of the Act as applicable. Section 127 of the Act provides that a company may execute a document without using its common seal if the document is signed by:

3. two directors of the company; or

4. a director and a company secretary of the company; or

5. for a proprietary company that has a sole director who is also the sole company secretary - that director. In this case the signatory must state this next to their signature.

Section 204A of the Act permits a proprietary company that does not have a company secretary to validly execute an instrument appointing a proxy if it is executed by the sole company director of that company and the person signing the proxy states that next to their signature.

For the Company to rely on the assumptions set out in sections 129(5) and (6) of the Act, a document must appear to have been executed in accordance with section 127(1) or (2) or section 204A of the Act. This effectively means the status of the person(s) signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) or section 204A as applicable. In all cases the person or persons signing the instrument of proxy will be deemed to have warranted and represented to the Company that the proxy is executed in accordance with sections 129(5) and (6) of the Act or section 204A of the Act as relevant.

1. Where a Member completes and lodges a valid proxy form and attends a meeting in person then the proxy's authority to speak and vote for that Member is suspended while the Member is present at that meeting.

2. Where a proxy form or form of appointment of or certificate of appointment of personal representative is lodged and is executed under power of attorney the power of attorney must be lodged in like manner as a proxy.