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EPX LIMITED AGM Information 2021

Nov 14, 2021

64865_rns_2021-11-14_9f24b840-1b05-4da5-b982-53c77e14d765.pdf

AGM Information

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Notice of Annual General Meeting and Explanatory Memorandum

EP&T Global Limited ACN 645 144 314

Date: 15 December 2021 Time: 4.00pm (AEDT) Place: Online at https://web.lumiagm.com/380894521

NOTICE OF 2021 ANNUAL GENERAL MEETING

Notice is given that the 2021 Annual General Meeting of EP&T Global Limited ACN 645 144 314 (the Company ) will be held at online at https://web.lumiagm.com/380894521 on 15 December 2021 at 4.00pm (AEDT)

BUSINESS OF THE MEETING

Shareholders are invited to consider the following items of business at the Annual General Meeting:

Ordinary Business

FINANCIAL AND RELATED REPORTS

Agenda Item Financial and Related Reports
Description To receive and consider the Financial Report of the Company and its controlled entities and the
related Directors’ and Auditor’s Reports in respect of the financial year ended 30 June 2021.

ADOPTION OF REMUNERATION REPORT (NON-BINDING VOTE)

Resolution 1 Adoption of Remuneration Report (non-binding vote)
Description Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration
Report is set out in the 2021 Annual Report and is available from the Company's website
(www.eptglobal.com/investor-centre). In accordance with section 250R of the Corporations
Act, the vote on this Resolution will be advisory only and will not bind the Directors or the
Company.
Resolution
(Advisory)
To consider and, if thought fit, pass the following Resolution as anadvisory resolution:
THATthe Remuneration Report of the Company and its controlled entities for the year ended
30 June 2021 be adopted.”
Voting Exclusion The Company will disregard any votes cast on this Resolution:

by or on behalf of a member of Key Management Personnel (KMP) named in the remuneration
report for the year ended 30 June 2021, or that KMP’s Closely Related Party, regardless of the
capacity in which the vote is cast; and

as a proxy by a member of the KMP at the date of the meeting, or that KMP’s Closely Related Party.
However, the Company will not disregard a vote if it is cast as a proxy for a person who is entitled to vote
on this Resolution:

in accordance with the directions of how to vote on the Proxy Form; or

by the Chairman pursuant to an express authorisation on the Proxy Form.

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RE-ELECTION OF DIRECTOR

Resolution 2 Re-election of Mr John Balassis as Director
Resolution
(Ordinary)
To consider and, if thought fit, pass the following Resolution as anordinary resolution:
"THATMr John Balassis, who retires as a Director of the Company in accordance with ASX
Listing Rule 14.4 and clause 47(c) of the Constitution and, being eligible, offers himself for re-
election, be re-elected as a Director of the Company."

APPOINTMENT OF AUDITOR

Resolution 3 Appointment of Auditor
Resolution
(Ordinary)
To consider and, if thought fit, pass the following Resolution as anordinary resolution:
THAT, in accordance with section 327B(1) of the Corporations Act 2001 (Cth) and for all
other purposes, Grant Thornton Australia, having been nominated by a shareholder and
consented in writing to act in the capacity of Auditor, be appointed as the Auditor of the
Company.”

RATIFICATION OF SHARES ISSUED UNDER THE UNCONDITIONAL PLACEMENT

Resolution 4 Ratification of Unconditional Placement Shares
Resolution
(Ordinary)
To consider and, if thought fit, pass the following Resolution as anordinary resolution:
THAT, for the purpose of ASX Listing Rule 7.4 and all other purposes, Shareholders approve
and ratify the issue of 27,869,925 Shares on 10 November 2021, on the terms and conditions
set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of any
person who participated in the issue of Shares or their Associates.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
or
(b) The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chairman to vote on the Resolution as the Chairman
decides; or
(c) A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
o
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 directions given by the beneficiary
to the holder to vote in that way.

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APPROVAL OF DIRECTOR PARTICIPATION IN THE DIRECTOR CONDITIONAL PLACEMENT

Note: Resolutions 5 to 8 are inter-conditional on each other being approved, and also conditional on Resolution 9 being approved. If one or more of Resolutions 5 to 9 are not passed, then each of Resolutions 5 to 9 will be taken to have been rejected by Shareholders, and the Director Conditional Placement and the Non-Related Party Conditional Placement will not proceed.

Resolution 5 Issue of Shares to Mr Jonathan Sweeney under the Director Conditional Placement
Resolution
(Ordinary)
To consider and, if thought fit, pass the following Resolution as anordinary resolution:
THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders
approve the issue of 100,000 Shares to Mr Jonathan Sweeney, Chairman of the Company, or
his nominee(s), on the terms and conditions set out in the Explanatory Memorandum
accompanying this Notice.”
Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr
Jonathan Sweeney or any associate of Mr Jonathan Sweeney.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)
A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
or
(b)
The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chairman to vote on the Resolution as the Chairman
decides; or
(c)
A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
o
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 directions given by the beneficiary
to the holder to vote in that way.
Resolution 6 Issue of Shares to Mr John Balassis under the Director Conditional Placement
Resolution
(Ordinary)
To consider and, if thought fit, pass the following Resolution as anordinary resolution:
THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders
approve the issue of 500,000 Shares to Mr John Balassis, Non-Executive Director of the
Company, or his nominee(s), on the terms and conditions set out in the Explanatory
Memorandum accompanying this Notice.”

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Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr
John Balassis or any associate of Mr John Balassis.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)
A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
or
(b)
The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chairman to vote on the Resolution as the Chairman
decides; or
(c)
A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
o
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 directions given by the beneficiary
to the holder to vote in that way.
Resolution 7 Issue of Shares to Mr Keith Gunaratne under the Director Conditional Placement
Resolution
(Ordinary)
To consider and, if thought fit, pass the following Resolution as anordinary resolution:
THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders
approve the issue of 13,172,352 Shares to Mr Keith Gunaratne, Executive Director of the
Company, or his nominee(s), on the terms and conditions set out in the Explanatory
Memorandum accompanying this Notice.”
Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr
Keith Gunaratne or any associate of Mr Keith Gunaratne.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)
A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
or
(b)
The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chairman to vote on the Resolution as the Chairman
decides; or
(c)
A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
o
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 directions given by the beneficiary
to the holder to vote in that way.
Resolution 8 Issue of Shares to Mr Victor van Bommel under the Director Conditional Placement
Resolution
(Ordinary)
To consider and, if thought fit, pass the following Resolution as anordinary resolution:
THAT, for the purpose of ASX Listing Rule 10.11 and all other purposes, Shareholders
approve the issue of 1,000,000 Shares to Mr Victor van Bommel, Non-Executive Director of
the Company, or his nominee(s), on the terms and conditions set out in the Explanatory
Memorandum accompanying this Notice.”

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Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr
Victor van Bommel or any associate of Mr Victor van Bommel.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)
A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
or
(b)
The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chairman to vote on the Resolution as the Chairman
decides; or
(c)
A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
o
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 directions given by the beneficiary
to the holder to vote in that way.

APPROVAL OF ISSUE OF SHARES UNDER THE NON-RELATED PARTY CONDITIONAL PLACEMENT

Note: Resolutions 5 to 8 are inter-conditional on each other being approved, and also conditional on Resolution 9 being approved. If one or more of Resolutions 5 to 9 are not passed, then each of Resolutions 5 to 9 will be taken to have been rejected by Shareholders, and the Director Conditional Placement and the Non-Related Party Conditional Placement will not proceed.

Resolution 9 Issue of Shares under the Non-Related Party Conditional Placement
Resolution
(Ordinary)
To consider and, if thought fit, pass the following Resolution as anordinary resolution:
THAT, for the purpose of ASX Listing Rule 7.1 and all other purposes, Shareholders approve
the issue of 12,357,723 Shares, on the terms and conditions set out in the Explanatory
Memorandum accompanying this Notice.”
Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by any person who
participated in the Non-Related Party Conditional Placement, or any Associates of any person
who participated.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)
A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
or
(b)
The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chairman to vote on the Resolution as the Chairman
decides; or
(c)
A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
o
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 directions given by the beneficiary
to the holder to vote in that way.

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APPROVAL OF 10% PLACEMENT CAPACITY

Resolution 10 Approval of 10% Placement Capacity
Resolution
(Special)
To consider and, if thought fit, pass the following Resolution as aspecial resolution:
THATfor the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given
for the Company to issue up to an additional 10% of its issued equity securities by way of
placements over a 12-month period, on the terms and conditions set out in the Explanatory
Memorandum accompanying this Notice.”
Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by any person who is
expected to participate in, or who will obtain a material benefit as a result of, the proposed
issue (except a benefit solely by reason of being a holder of ordinary securities in the
Company).
However, this does not apply to a vote cast in favour of the Resolution by:
(a)
A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
or
(b)
The Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chairman to vote on the Resolution as the Chairman
decides; or
(c)
A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
o
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 directions given by the beneficiary
to the holder to vote in that way.
Under ASX Listing Rule 14.11.1 and the notes under that rule about Rule 7.1A, as at the date of this Notice
of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no
Shareholders are currently excluded from voting.

Dated: 15 November 2021

By order of the Board of EP&T Global Limited

Laura Newell Company Secretary

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QUESTIONS FROM SHAREHOLDERS

In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company or to the Company’s auditor, Grant Thornton Australia, in relation to the conduct of the external audit for the year ended 30 June 2021, or the content of its audit report. Please send your questions to:

The Company Secretary, EP&T Global Limited, at BoardRoom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 E. [email protected]

Written questions must be received by no later than 5.00 pm (AEDT) on 8 December 2021.

Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum.

In accordance with the Corporations Act 2001 (Cth) and the Company’s policy, a reasonable opportunity will also be provided to Shareholders attending the Annual General Meeting to ask questions about, or make comments upon, matters in relation to the Company including the Remuneration Report.

During the course of the Annual General Meeting, the Chairman will seek to address as many Shareholder questions as reasonably practicable, and where appropriate, will give a representative of the auditor the opportunity to answer written questions addressed to it. However, there may not be sufficient time to answer all questions at the Annual General Meeting. Please note that individual responses may not be sent to Shareholders.

VOTING INFORMATION

Voting by proxy

  • (a) A Shareholder entitled to attend and vote at the Annual General Meeting may appoint one proxy or, if the Shareholder is entitled to cast 2 or more votes at the Meeting, 2 proxies, to attend and vote instead of the Shareholder.

  • (b) Where 2 proxies are appointed to attend and vote at the Meeting, each proxy may be appointed to represent a specified proportion or number of the Shareholder’s voting rights at the Meeting.

  • (c) A proxy need not be a Shareholder of the Company.

  • (d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the Proxy Form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the Meeting.

  • (e) A proxy form accompanies this Notice. If a Shareholder wishes to appoint more than 1 proxy, they may make a copy of the Proxy Form attached to this Notice. For the Proxy Form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy

of that power of authority by 4.00pm (AEDT) on 13 December 2021:

Online www.votingonline.com.au/epxagm2021 By post Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 By personal BoardRoom Pty Limited delivery Level 12, Grosvenor Place 225 George Street Sydney NSW 2000 By facsimile +61 9290 9655

Voting and other entitlements at the Annual General Meeting

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that Shares in the Company which are on issue at 7.00pm (AEDT) on 13 December 2021 will be taken to be held by the persons who held them at that time for the purposes of the Annual General Meeting (including determining voting entitlements at the Meeting).

Proxy voting by the Chairman

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their Shares (or voting undirected proxies) on, amongst other things, remuneration matters.

However, the Chairman of a Meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the Shareholder who has lodged the proxy has given an express voting direction to the Chairman to exercise the undirected proxy, even if the Resolution is connected with the remuneration of a member of Key Management Personnel. If you complete a Proxy Form that authorises the Chairman to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chairman to exercise your proxy on Resolution 1. In accordance with this express authority provided by you, the Chairman will vote in favour of Resolution 1. If you wish to appoint the Chairman as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Company’s Chairman, Mr Jonathan Sweeney, will chair the Meeting and intends to vote all available undirected proxies in favour of each item of business. If you appoint as your proxy any Director of the Company, except the Chairman, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote on Resolution 1, he will not vote your proxy on that item of business.

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Virtual participation

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, and to facilitate Shareholder participation, the Chairman has determined that Shareholders will have the opportunity to participate in the AGM through an online platform.

Shareholders who wish to participate in the AGM online may do so from their computer or mobile device, by entering the URL in their browser: https://web.lumiagm.com/380894521.

If you choose to participate in the AGM online, you can log in to the meeting by entering:

  • the meeting ID for the online AGM, which is 380-894-521

  • your username is your Boardroom Voting Access Code (VAC), which is located on the first page of your Proxy Form; and

  • your password, which is the postcode registered to your holding if you are an Australian Shareholder. Overseas Shareholders will need to enter the three-character country code e.g. New Zealand – NZL of their registered holding address. A full list of country codes can be found at the end of the user guide.

Shareholders will be able to view the AGM live, lodge a direct vote in real time and ask questions online.

More information regarding online participation at the AGM (including how to vote and ask questions online during the AGM) is available in the User Guide. The User Guide is attached to this Notice of Meeting and will be lodged with the ASX and will also be available from our website.

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EXPLANATORY MEMORANDUM

TO NOTICE OF 2021 ANNUAL GENERAL MEETING

FINANCIAL AND RELATED REPORTS

Item 1 Financial and related reports
Explanation Section 317 of the Corporations Act requires the Company’s financial report, directors’
report and auditor’s report for the financial year ended 30 June 2021 to be laid before the
Company’s 2021 Annual General Meeting. There is no requirement for a formal resolution
on this item.
The financial report contains the financial statements of the consolidated entity consisting
of EP&T Global Limited and its controlled entities.
As permitted by the Corporations Act, a printed copy of the Company’s 2021 Annual Report
has been sent only to those Shareholders who have elected to receive a printed copy. A
copy of the 2021 Annual Report is available from the Company's website
(www.eptglobal.com/investor-centre).
The Chairman will allow a reasonable opportunity at the Meeting for Shareholders to ask
questions. Shareholders will also be given a reasonable opportunity at the meeting to ask
the Company’s auditor, Grant Thornton Australia, questions about its audit report, the
conduct of its audit of the Company’s financial report for the year ended 30 June 2021, the
preparation and content of its audit report, the accounting policies adopted by the
Company in its preparation of the financial statements and the independence of Grant
Thornton Australia in relation to the conduct of the audit.

ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

Resolution 1 Adoption of Remuneration Report (non-binding resolution)
Explanation Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration
Report is set out in the Company’s 2021 Annual Report and is available from the Company's
website (www.eptglobal.com/investor-centre).
The Remuneration Report:

describes the policies behind, and the structure of, the remuneration arrangements of
the Company and the link between the remuneration of executives and the Company’s
performance;

sets out the remuneration arrangements in place for each Director and for certain
members of the senior management team; and

explains the differences between the basis for remunerating Non-Executive Directors
and senior executives, including the Chief Executive Officer.
The vote on this item is advisory only and does not bind the Directors. The Board will take
into account the discussion on this item and the outcome of the vote when considering the
future remuneration policies and practices of the Company.
Voting consequences
Under the Corporations Act, if at least 25% of the votes cast on a Remuneration Report
resolution are voted against the adoption of the Remuneration Report in two consecutive
annual general meetings, the Company will be required to put to Shareholders a resolution
proposing the calling of an extraordinary general meeting to consider the appointment of
Directors of the Company at the second annual general meeting (Spill Resolution).

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If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must
convene the extraordinary general meeting (Spill Meeting) within 90 days of the second
annual general meeting, at which all of the Directors (other than a managing Director) of
the Company, would need to stand for re-election.
Following the Spill Meeting those persons whose election or re-election as Directors of the
Company is approved by the Shareholders will be the Directors of the Company.
As Shareholders have not yet voted on the Company’s Remuneration Report at an annual
general meeting, the Spill Resolution is not relevant for this Annual General Meeting.
Shareholders should be aware that any undirected proxies given to the Chairman will be
cast by the Chairman and counted in favour of Resolution 1, subject to compliance with
the Corporations Act.
Voting Exclusion A voting exclusion statement applies to this Resolution, as set out in the Notice.
Board
Recommendation
As the Resolution relates to matters including the remuneration of the Directors, the
Board, as a matter of corporate governance and in accordance with the spirit of section
250R(4) Corporations Act, makes no recommendation regarding this Resolution.
Chairman’s available
proxies
The Chairman intends to vote all available proxies in favour of this Resolution.

RE-ELECTION OF DIRECTOR

Resolution 2 Re-election of Mr John Balassis as Director
Explanation Clause 47(b) of the Constitution and ASX Listing Rule 14.5 requires that an election of
Directors must occur at every annual general meeting. That Director is then eligible for re-
election at that meeting. In accordance with this, Mr John Balassis will retire by rotation and
seeks re-election.
About Mr John
Balassis
Mr John Balassis was appointed to the Board of the Company on 15 October 2020. Mr
Balassis is a Non-Executive Director of the Company and is considered independent by the
Board.
John has over 25 years in strategy and M&A across a range of industries including
infrastructure, transportation and energy.
A former senior executive at KPMG and more recently CEO of an investee entity for a US
based energy and resources investment firm, John has operated in both Australia and
internationally.
As Non-Executive Director, John has worked with management teams to prepare entities
for IPO, acquire businesses and to be acquired by offshore entities. John has a Bachelor of
Economics (majors in Accounting and Business Law), is a Chartered Accountant (CA) and is
a Member of Australian Institute of Company Directors (MAICD).
Board
Recommendation
The Board, with Mr John Balassis abstaining, recommends that Shareholders vote in favour
of this Resolution.
Chairman’s
available proxies
The Chairman intends to vote all available proxies in favour of this Resolution.

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APPOINTMENT OF AUDITOR

Resolution 3 Appointment of Auditor
Explanation Grant Thornton has been auditor of the Company since its incorporation in October 2020.
Under section 327A(2) of the Corporations Act, Grant Thornton holds office until the
Company’s first annual general meeting, being this Meeting. Grant Thornton has given, and
has not withdrawn, its consent to act as external auditor of the Company.
The Company seeks Shareholder approval for the appointment of Grant Thornton as
auditor of the Company in accordance with section 327B of the Corporations Act.
In accordance with section 328B(1) of the Corporations Act, notice in writing nominating
Grant Thornton as auditor has been given to the Company by a Shareholder. A copy of
this notice is contained in Annexure A to this Notice of Meeting.
Board
Recommendation
The Directors unanimously recommend that Shareholders vote in favour of this
Resolution.
Chairman’s available
proxies
The Chairman intends to vote all available proxies in favour of this Resolution.

RATIFICATION OF ISSUE OF SHARES ISSUED UNDER THE UNCONDITIONAL PLACEMENT

Resolution 4 Ratification of issue of Shares issued under the Unconditional Placement
Explanation Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the
number 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 issue of Shares under this Resolution does not fit within any of these exceptions and, as
they have not yet been approved by the Company’s Shareholders, they effectively use part
of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further
equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month
period following the issue date.
ASX 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 ASX 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 in the future without having to obtain Shareholder approval for such issues under
ASX Listing Rule 7.1.
The Directors believe that it is in the best interests of the Company to maintain its ability to
issue securities under its 15% Placement Capacity, as this will enhance the Company’s
flexibility to finance its operations through raising equity capital, should the Directors
consider it to be in the best interests of the Company to do so.
To this end, this Resolution seeks Shareholder approval to the issue of under and for the
purposes of ASX Listing Rule 7.4.

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If this Resolution is passed, the Shares issued under the approved Resolution will be excluded
in calculating the Company’s 15% limit in ASX 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 the securities were issued.
If the Resolution is not passed, the Shares issued under the failed Resolution will be included
in calculating the Company’s 15% limit in ASX 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 the securities were issued.
The Directors do not (save for as otherwise set out in this Notice) currently have any specific
intention to make any further issue of securities without approval of Shareholders under ASX
Listing Rule 7.1 in the next 12 months, unless such issue falls under an exception to the 15%
threshold in LR 7.2.
The Directors believe that it is in the best interests of the Company to maintain its ability to
issue securities under its 7.1 Placement Capacity, as this will enhance the Company’s
flexibility to finance its operations through raising equity capital, should the Directors
consider it to be in the best interests of the Company to do so.
Specific
information
required by ASX
Listing Rule 7.5
For the purposes of ASX Listing Rule 7.5, the following information is provided to Shareholders
in respect of this Resolution:
Maximum no. of
securities to be
issued
27,869,925 fully paid ordinary Shares
Issue price per
security
$0.15
Date on which
the securities
were issued
The Shares were issued on 10 November 2021.
Name of
allottees
The Shares have been allocated to clients of Bell Potter Securities
Limited who are institutional and sophisticated investors. None of
these subscribers are related parties of the Company.
Terms of
securities
Fully paid ordinary shares that will rank pari passu with those Shares
already on issue
Use of funds
To raise funds for general working capital.
Board
Recommendation
The Directors unanimously recommend that Shareholders vote in favour of this Resolution.
Chairman’s
available proxies
The Chairman intends to vote all available proxies in favour of this Resolution.

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APPROVAL OF DIRECTOR PARTICIPATION IN DIRECTOR CONDITIONAL PLACEMENT

Resolutions 5 - 8 Approval of Director Participation in Director Conditional Placement
Explanation As announced on 3 November 2021, the Directors will invest $2,215,853 on the same terms
as those of the Placement (Director Conditional Placement).
Pursuant to the Director Conditional Placement, the Directors, being Mr Jonathan Sweeney,
Mr John Balassis, Mr Keith Gunaratne and Mr Victor van Bommel, intend to invest
$2,215,853 in aggregate. In consideration of their investments, the Company will issue to the
Directors in aggregate 14,772,352 Shares at $0.15 per Share (Director Placement Shares)
subject to Shareholder approval.
Resolutions 5 to 8 are inter-conditional on each other being approved, and also conditional
on Resolution 9 being approved. If one or more of Resolutions 5 to 9 are not passed, then
each of Resolutions 5 to 9 will be taken to have been rejected by Shareholders, and the
Director Conditional Placement and the Non-Related Party Conditional Placement will not
proceed.
ASX Listing Rule
10.11
ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12
applies, the Company, as a listed company, must not issue equity securities to persons in a
position of influence without Shareholder approvals.
A person in a position of influence for the purposes of ASX Listing Rule 10.11 includes:
a) a related party;
b) a person who is, or was at any time in the 6 months before the issue of agreement,
a substantial (30%+) holder in the Company;
c) a person who is, or was at any time in the 6 months before the issue or agreement,
a substantial (10%+) holder in the Company and who has nominated a director to
the board of the Company pursuant to a relevant agreement which gives them a
right or expectation to do so;
d) an associate of a person referred to in (a) to (c) above; and
e) a person whose relationship with the Company or a person referred to in (a) to (d)
above is such that, in the ASX’s opinion, the issue or agreement should be approved
by Shareholders.
A “related party” for the purposes of the Corporations Act and the ASX Listing Rules is widely
defined and includes a director of a public company, a spouse of a director of a public company
or an entity controlled by a director of a public company. The definition of “related party” also
includes a person whom there is reasonable grounds to believe will become a “related party”
of a public company.
As Mr Sweeney, Mr Balassis, Mr Gunaratne and Mr van Bommel are Directors, each of them
is a “related party” of the Company.
The proposed issues do not fall within any of the exceptions in ASX Listing Rule 10.12, and
therefore require the approval of the Shareholders under ASX Listing Rule 10.11.
To this end, Resolutions 5 - 8 seek the required Shareholder approval to issue the Director
Placement Shares to Mr Sweeney, Mr Balassis, Mr Gunaratne and Mr van Bommel under and
for the purposes of ASX Listing Rule 10.11.
If these Resolutions are passed, the Company will be able to proceed with the proposed issues.
If these Resolutions are not passed, the Company will not be able to proceed with the
proposed issues.

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Chapter 2E of the
Corporations Act
Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a
related party of the Company unless either:
a) the giving of the financial benefit falls within one of the exceptions to the
provisions; or
b) Shareholder approval is obtained prior to the giving of the financial benefit.
As explained above, each of Mr Sweeney, Mr Balassis, Mr Gunaratne and Mr van Bommel is a
“related party” of the Company. Also, the proposed issues of Director Placement Shares
(which are equity securities, for the purposes of the Chapter 2E of the Corporations Act)
constitute the giving of a financial benefit.
The Directors carefully considered the proposed issue of Director Placement Shares to each
of Mr Sweeney, Mr Balassis, Mr Gunaratne and Mr van Bommel (with each of the Directors,
abstaining in relation to their respective proposed issues) and formed the view that the giving
of this financial benefit is on arm’s length terms, as the Director Placement Shares are
proposed to be issued on the same terms as offered to non-related parties of the Company in
the Placement.
Accordingly, the Directors believe that the issues of Director Placement Shares to each of Mr
Sweeney, Mr Balassis, Mr Gunaratne and Mr van Bommel (with each of the Directors,
abstaining in relation to their respective proposed issues) fall within the “arm’s length terms”
exception as set out in section 210 of the Corporations Act and rely on this exception for the
purposes of these Resolutions.
Therefore, the proposed issues of Director Placement Shares require Shareholder approvals
under and for the purposes of ASX Listing Rule 10.11 only.
Specific
information
required by ASX
Listing Rule 10.13
In accordance with ASX Listing Rule 10.13, which contains requirements as to the contents of
a notice sent to Shareholders for the purposes of ASX Listing Rule 10.11, the following
information is provided in relation to Resolutions 5 – 8:
Recipients and
Category under
ASX Listing Rule
10.11
Mr Jonathan Sweeney – Chairman & Non-Executive Director
Mr John Balassis – Non- Executive Director
Mr Keith Gunaratne – Executive Director
Mr Victor van Bommel – Non-Executive Director
Maximum no. of
securities to be
issued
Mr Jonathan Sweeney – 100,000 Shares
Mr John Balassis – 500,000 Shares
Mr Keith Gunaratne – 13,172,352 Shares
Mr Victor van Bommel – 1,000,000 Shares
Issue price per
security
$0.15 per Share
Date on which
the securities
were issued
If Shareholder approval is obtained for Resolutions 5 – 8, the
Company intends to issue the Director Placement Shares as soon
as reasonably practicable after the Meeting, or in any event within
one month after the date of the Meeting.
Terms of
securities
Fully paid ordinary Shares that will rank pari passu with those
Shares already on issue
Use of funds
To raise funds for general working capital.

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The Directors recommend, with each Director abstaining in relation to his own investment, Board that Shareholders vote in favour of Resolutions 5 – 8. Recommendation Chairman’s The Chairman intends to vote all available proxies in favour of this Resolution. available proxies

APPROVAL OF ISSUE OF SHARES UNDER THE NON-RELATED PARTY CONDITIONAL PLACEMENT

Resolution 9 Approval of participation in Non-Related Party Conditional Placement
Explanation On 3 November 2021, the Company announced a $8.25 million capital raising comprising a
placement of 27,869,925 million Shares in accordance with the Company’s Listing Rule 7.1
Placement Capacity (Unconditional Placement), a further placement of 14,772,352 Director
Placement Shares to Directors subject to Shareholder approval (Director Conditional
Placement), and a further 12,357,723 Shares to other institutional and sophisticated
investors that was subject to Shareholder approval (Non-Related Party Conditional
Placement).
Broadly speaking, and subject to a number of exceptions, ASX 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 shares it had on
issue at the start of that period.
The issue of Shares under the Non-Related Party Conditional Placement does not fit within
any of the exceptions under ASX Listing Rule 7.2. However, the Company wishes to retain as
much flexibility as possible to issue additional equity securities into the future without having
to obtain Shareholder approval under ASX Listing Rule 7.1. To do this, the Company is asking
Shareholders to approve the issue of Shares under the Non-Related Party Conditional
Placement under ASX Listing Rule 7.1 so that it does not use up any of the 15% limit on
issuing equity securities without Shareholder approval set out in ASX Listing Rule 7.1.
To this end, this Resolution seeks Shareholder approval to the issue of
12,357,723 Shares under and for the purposes of ASX Listing Rule 7.1.
If the Resolution is passed, the issue of Shares under the Non-Related Party Conditional
Placement can proceed without using up any of the Company’s 15% limit on issuing equity
securities without Shareholder approval set out in ASX Listing Rule 7.1.
Resolutions 5 to 8 are inter-conditional on each other being approved, and also conditional
on Resolution 9 being approved. If one or more of Resolutions 5 to 9 are not passed, then
each of Resolutions 5 to 9 will be taken to have been rejected by Shareholders, and the
Director Conditional Placement and the Non-Related Party Conditional Placement will not
proceed.

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Specific
information
required by ASX
Listing Rule 7.3
For the purposes of ASX Listing Rule 7.3, the following information is provided to
Shareholders in respect of this Resolution:
Maximum
number of
Shares to be
issued
12,357,723 Shares.
Name of
subscribers
The Shares have been allocated to clients of Bell Potter Securities
Limited who are institutional and sophisticated investors. None of
these subscribers are related parties of the Company.
Issue price per
Share
$0.15 per Share.
Date on which
Shares will be
issued
If Shareholder approval is obtained for this Resolution, as soon as
reasonably practicable after the Meeting, or in any event within
one month after the date of the Meeting.
Terms of
securities
Fully paid ordinary Shares that will rank pari passu with those
Shares already on issue.
Use of funds
To raise funds for general working capital.
Board
Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 9
Chairman’s
available proxies
The Chairman intends to vote all available proxies in favour of this Resolution.

APPROVAL OF 10% PLACEMENT CAPACITY

Resolution 10 Approval of 10% Placement Capacity
General Broadly speaking, and subject to a number of exceptions, ASX 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.
Under ASX Listing Rule 7.1A, however, an eligible entity can seek approval from its
members, by way of a special resolution passed at its annual general meeting, to increase
this 15% limit by an extra 10% to 25%.
The Resolution seeks Shareholder approval by way of special resolution for the Company
to have the additional 10% capacity provided for in ASX Listing Rule 7.1A to issue equity
securities without Shareholder approval.
If the Resolution is passed, the Company will be able to issue equity securities up to the
combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder
approval.
If the Resolution is not passed, the Company will not be able to access the additional 10%
capacity to issue equity securities without Shareholder approval provided for in ASX Listing
Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without
Shareholder approval set out in ASX Listing Rule 7.1.
The Resolution is a special resolution and therefore requires approval of 75% of the votes
cast byShareholders entitled to vote and votingon this Resolution for it to bepassed.

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Eligibility An eligible entity under ASX Listing Rule 7.1A is one which, at the date of the Resolution,
has a market capitalisation of $300 million or less and is not included in the S&P / ASX 300
Index.
As at the date of this Notice, the Company, which has a market capitalisation of less than
$300 million, is not included in the S&P/ASX 300 Index. Accordingly, the Company is
considered eligible to seek Shareholder approval under ASX Listing Rule 7.1A.
Formula The exact number of additional equity securities that the Company may issue under the
10% Placement Capacity will be determined by a formula set out ASX Listing Rule 7.1A.2 as
follows:
(A x D) - E
Where:
Ais the number of fully paid ordinary securities on issue 12 months before the date of issue
or agreement to issue (the relevant period):

plus the number of fully paid ordinary securities issued in the 12 months under
an exception in ASX Listing Rule 7.2 other than exception 9, 16 or 17;

plus the number of fully paid ordinary securities issued in the relevant period on
the conversion of convertible securities under rule 7.2 exception 9 where:
o
the convertible securities were issued or agreed to be issued before the
commencement of the relevant period; or
o
the issue of, or agreement to issue, the convertible securities was
approved, or taken under these rules to have been approved, under rule
7.1 or rule 7.4;

plus the number of fully paid ordinary securities issued in the relevant period
under an agreement to issue securities within rule 7.2 exception 16 where:
o
the agreement was entered into before the commencement of the
relevant period; or
o
the agreement or issue was approved, or taken under these rules to
have been approved, under rule 7.1 or 7.4;

plus the number of fully paid ordinary securities issued in the relevant period
with approval under rule 7.1 or rule 7.4;

plus the number of partly paid ordinary securities that became fully paid in the
12 months;

less the number of fully paid ordinary securities cancelled in the 12 months;
Note that A has the same meaning in the ASX Listing Rule 7.1 when calculating an entity's
15% placement capacity.
Dis 10%.
Eis the number of equity securities issued or agreed to be issued under ASX Listing Rule
7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued
with the approval of holders of ordinary securities under ASX Listing Rules 7.1 or 7.4.

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Conditions of issue
under the 10%
Placement Capacity
There are a number of conditions applicable to the issue of equity securities under ASX
Listing Rule 7.1A, including a limitation on the discount to prevailing market price at which
they may be issued, and additional disclosure requirements. A summary of these conditions
is as follows:
(a)Equity securities issued under the 10% Placement Capacity can only be in a class of
securities already quoted. At the date of this Notice, the Company only has one class
of equity securities which are quoted, being ordinary Shares.
(b)The issue price of each equity security issued under the 10% Placement Capacity must
be no less than 75% of the volume weighted average market price (VWAP) for equity
securities in that class, calculated over the 15 trading days on which trades in that class
were recorded immediately before either:
i.
the date on which the price at which the equity securities are to be issued is
agreed; or
ii.
if the equity securities are not issued within 5 trading days of the date in
paragraph (i), the date on which the securities are issued.
Period of validity of
shareholder
approval
Shareholder approval under ASX Listing Rule 7.1A is valid from the date of the Annual
General Meeting at which approval is obtained until the earlier of:
a) the date which is 12 months after the date of the Annual General Meeting at
which the approval was obtained;
b) the time and date of the Company’s next Annual General Meeting; or
c) the date of approval by Shareholders of a transaction under ASX Listing Rule
11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule
11.2 (disposal of main undertaking).
Information to be provided to shareholders under ASX Listing Rule 7.3A
Minimum issue
price
As required by ASX Listing Rule 7.1A.3, any equity securities issued by the Company under
ASX Listing Rule 7.1A can only be issued at a price that is no less than 75% of the volume
weighted average market price for securities in that class calculated over the 15 trading
days on which trades in that class were recorded immediately before:
i.
the date on which the price at which the securities are to be issued is agreed by
the Company and the recipient of the securities; or
ii.
if the securities are not issued within 10 trading days of the date in paragraph (a)
above, the date on which the securities are issued.
Risk of dilution to
shareholders
If the Resolution is approved by Shareholders and the Company issues securities under the
10% Placement Capacity, the additional economic and voting interests in the Company will
be diluted. There is a risk that the market price of the Company's securities may be
significantly lower on the issue date than on the date of the Annual General Meeting and
the securities may be issued at a price that is at a discount to the market price on the issue
date.
The table below shows a number of potential dilution scenarios for a capital raising which
may be conducted under ASX Listing Rule 7.1A as required by ASX Listing Rule 7.3A.4 where
the number of the Company's Shares on issue (Variable "A" in the formula in ASX Listing
Rule 7.1A.2) has remained current or increased by either 50% or 100% and the Share price
has decreased by 50%, remained current or increased by 100% based on the closing Share
price on ASX at 1 November 2021.

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Dilution
VARIABLE ‘A’ 50% decrease
in issue price
$0.08
Issue price
$0.16
100% increase in
issue price
$0.32
Current
Variable ‘A’
185,799,500
Shares
10% voting
dilution
18,579,950
Shares
18,579,950
Shares
18,579,950
Shares
Funds raised $1,486,396 $2,972,792 $5,945,584
50% increase in
current
Variable ‘A’
278,699,250
Shares
10% voting
dilution
27,869,925
Shares
27,869,925
Shares
27,869,925
Shares
Funds raised $2,229,594 $4,459,188 $8,918,376
100% increase
in current
‘’
10% voting
dilution
37,159,900
Shares
37,159,900
Shares
37,159,900
Shares
Variable A
371,599,000
Shares
Funds raised $2,972,792 $5,945,584 $11,891,168
Period of validity The Company will only issue and allot the equity securities during the Placement Period.
The approval under this Resolution for the issue of the equity securities will cease to be
valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a
significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of
main undertaking).
Reason for issue of
shares under 10%
Placement Capacity
While the Company does not have any immediate plans to issue Shares under the 10%
Placement Capacity, the Company may seek to issue securities under the 10% Placement
Capacity for cash consideration. The Company may use the funds for working capital,
investing activities (including possible complementary business acquisitions if any are
identified and approved by the Board), meet financing commitments or capital
management activities deemed by the Board to be in the best interests of the Company.
The Company will comply with any disclosure obligations under ASX Listing Rules 7.1A.4 and
3.10.3 upon the issue of any securities under ASX Listing Rule 7.1A.

The Company will only issue and allot the equity securities during the Placement Period. Period of validity The approval under this Resolution for the issue of the equity securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).

While the Company does not have any immediate plans to issue Shares under the 10% Reason for issue of Placement Capacity, the Company may seek to issue securities under the 10% Placement shares under 10% Capacity for cash consideration. The Company may use the funds for working capital, Placement Capacity investing activities (including possible complementary business acquisitions if any are identified and approved by the Board), meet financing commitments or capital management activities deemed by the Board to be in the best interests of the Company.

The Company will comply with any disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.3 upon the issue of any securities under ASX Listing Rule 7.1A.

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Allocation policy The Company may not issue any or all the equity securities for which approval is given and
may issue the equity securities progressively as the Company places the equity securities
with investors.
The Company’s allocation policy is dependent on the prevailing market conditions at the
time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the
allottees of equity securities will be determined on a case-by-case basis having regard to
factors such as:
1. fund raising options (and their viability) available to the Company at the relevant
time;
2. the effect of the issue of the equity securities on the control of the Company;
3. the financial situation of the Company and the urgency of the requirement for
funds; and
4. advice from the Company’s corporate, financial, legal and broking advisers.
The allottees under the 10% Placement Capacity have not been determined as at the date
of this Notice. It is intended that the allottees will be suitable professional and sophisticated
investors, and other investors not requiring a disclosure document under section 708 of the
Corporations Act, that are known to the Company and/or introduced by third parties. The
allottees may include existing substantial Shareholders and/or new Shareholders, but it is
not intended that the allottees will be related parties or associates of a related party of the
Company.
In the event that the Shares under the 10% Placement Capacity are issued as consideration
for the acquisition of resources, assets or investments, it is likely that the allottees will be
the vendors of such resources, assets or investments. Any Shares issued under the 10%
Placement Capacity will rank equally with all other existing Shares on issue in the Company.
Previous issue of
Securities under
ASX Listing Rule
7.1A.2 in last 12
months
The Company has not previously issued securities under ASX Listing Rule 7.1A.2.
Board
Recommendation
The Directors unanimously recommend that Shareholders vote in favour of this Resolution.
Chairman’s
available proxies
The Chairman intends to vote all available proxies in favour of this Resolution.

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DEFINITIONS

ASX M_eans ASX Limited ACN 008 624 691._
ASX Listing Rules Means the listing rules of the ASX.
Annual General
Meeting
Means the annual general meeting of the Company for 2021 to which the Notice relates.
Chairman Means the chairman of the Annual General Meeting.
CompanyorEP&T
Global
Means EP&T Global Limited ACN 645 144 314.
Director Conditional
Placement
Means the $2.2 million capital raising comprising a placement of 14.8 million Shares to
Directors subject to Shareholder approval announced on 3 November 2021.
Constitution Means the Company’s constitution.
Corporations Act Means the_Corporations Act 2001_(Cth).
Closely Related Party
(of a member of KMP
of an entity)
Has the definition given to it by section 9 of the Corporations Act, and means:
a) a spouse or child of the member; or
b) a child of the member's spouse; or
c) a dependant of the member or of the member's spouse; or
d) anyone else who is one of the member's family and may be expected to influence the
member, or be influenced by the member, in the member's dealings with the entity;
or
e) a company the member controls; or
f)
a person prescribed by the regulations for the purposes of this definition.
Director Means a director of the board of EP&T Global Limited.
Director Placement
Shares
Means the Shares to be issued to Directors under the Directors Conditional Placement.
Explanatory
Memorandum
Means this explanatory memorandum accompanying and forming part of the Notice.
FY21 Means the financial year from 1 July 2020 to 30 June 2021.
Key Management
PersonnelorKMP
Means those people described as Key Management Personnel in the Remuneration
Report and includes all directors.
Meeting Means the annual general meeting of the Company for 2021 to which the Notice relates.

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Non-Related Party
Conditional
Placement
Means the $1.9 million capital raising comprising a placement of 12.4 million Shares to
other institutional and sophisticated investors that was subject to Shareholder approval
announced on 3 November 2021.
Notice Means this notice of meeting of the Company, including the accompanying Explanatory
Memorandum.
Proxy Form Means the proxy form that is enclosed with and forms part of this Notice.
Remuneration
Report
Means the remuneration report set out in the Directors’ Report section of the Company’s
annual financial report for the year ended 30 June 2021.
Resolution Means a resolution set out in this Notice.
Share Means a fully paid ordinary share in the capital of the Company.
Shareholder Means a holder of at least one Share in the Company.
Unconditional
Placement
Means the $4.2 million capital raising comprising a placement of 27.9 million Shares in
accordance with the Company’s Listing Rule 7.1 placement capacity announced on 3
November 2021.

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ANNEXURE A

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ONLINE SHAREHOLDERS’ MEETING GUIDE 2021

Attending the AGM virtually

If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

To access the meeting:

Visit web.lumiagm.com/380894521 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Meeting ID: 380-894-521

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 3:00pm (AEDT), 15[th] December 2021

Using the Lumi AGM platform:

ACCESS

The 1[st] page of the platform will ask in what capacity you are joining the meeting.

Shareholders or appointed proxies should select

“Shareholder or Proxyholder”

Guests should select “Guest”

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CREDENTIALS

Shareholders/Proxys

Your username is your Voting Access Code and your password is your Postcode or Country Code , or, for Non-Australian residents, your 3-letter country code.

Proxy holders should obtain their log in credentials from the registrar by calling 1300 737 760 within Australia or +61 2 9290 9600 from outside Australia

Voting Access Code (VAC) Postcode or Country Code

Guests

Please enter your name and email address to be admitted into the meeting.

Please note, guests will not be able to ask questions or vote at the meeting .

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NAVIGATION

Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast.

If viewing on a computer the webcast will appear at the side automatically once the meeting has started.

On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.

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During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.

VOTING

The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.

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Selecting this tab will open a list of all resolutions and their voting options.

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Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.

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To reduce the webcast to its original size, select the X at the top of the broadcast window.

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To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.

To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.

There is no need to press a submit or send button. Your vote is automatically counted.

Voting can be performed at any time during the meeting until the Chair closes the poll.

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QUESTIONS

Any shareholder or appointed proxy is eligible to ask questions.

If you would like to ask a question. Select the messaging tab.

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Messages can be submitted at any time from the start of the meeting, up until the Chair closes the Q&A session.

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Received
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Select the “Ask a Question” box and type in your message.

Once you are happy with your message, select the send icon.

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Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.

Asking Audio Questions

If you are a shareholder or proxy you can ask a verbal question. Dial by your location below: +61 7 3185 3730 Australia +61 8 6119 3900 Australia +61 8 7150 1149 Australia +61 2 8015 6011 Australia +61 3 7018 2005 Australia

Find your local number: https://boardroommedia.zoom.us/u/acqWmpYciu

Once dialled in you will be asked to enter a meeting ID. Please ensure your webcast is muted before joining the call.

You will be asked for a participant pin however simply press # to join the meeting. You will be muted upon entry. To ask a question press 9 to signal the moderator. Once your question has been answered your line will be muted. Feel free to either hang up or stay on the line. For additional questions press 9 to signal the operator.

Meeting ID: 380-894-521

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 3:00pm (AEDT), 15th December 2021

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Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABWAruba
AFGAfghanistan
AGOAngola
AIA
Anguilla
ALA
Aland Islands
ALB
Albania
ANDAndorra
ANTNetherlands Antilles
ARE
United Arab Emirates
ARG Argentina
ARM Armenia
ASMAmerican Samoa
ATA
Antarctica
ATF
French Southern
ATGAntigua & Barbuda
AUSAustralia
AUT
Austria
AZE
Azerbaijan
BDI
Burundi
BEL
Belgium
BENBenin
~~BFA~~
Burkina Faso
BGDBangladesh
BGR Bulgaria
BHRBahrain
BHS
Bahamas
~~BIH~~
Bosnia & Herzegovina
BLM
St Barthelemy
BLR
Belarus
BLZ
Belize
BMU Bermuda
BOLBolivia
BRA
Brazil
BRBBarbados
BRN
Brunei Darussalam
BTN
Bhutan
BURBurma
BVT
Bouvet Island
BWABotswana
CAF
Central African Republic
CANCanada
CCKCocos (Keeling) Islands
CHESwitzerland
CHL
Chile
CHNChina
~~CIV~~
~~Cote D’ivoire~~
CMRCameroon
CODDemocratic Republic of
Congo
COK
Cook Islands
COLColombia
COMComoros
CPV
Cape Verde
CRI
Costa Rica
CUBCuba
CYMCayman Islands
CYP
Cyprus
~~CXRChristmas Island~~
~~CZECzech Republic~~
~~DEUGermany~~
DJI
Djibouti
~~DMADominica~~
DNKDenmark
DOMDominican Republic
DZAAlgeria
ECUEcuador
EGY
Egypt
ERI
Eritrea
ESH
Western Sahara
ESP
Spain
EST
Estonia
ETH
Ethiopia
FIN
Finland
FJI
Fiji
FLK
Falkland Islands (Malvinas)
FRA
France
FROFaroe Islands
FSMMicronesia
GAB Gabon
GBR United Kingdom
GEOGeorgia
GGY Guernsey
GHAGhana
GIB
Gibraltar
GIN
Guinea
GLP
Guadeloupe
GMBGambia
GNBGuinea-Bissau
GNQEquatorial Guinea
GRCGreece
GRDGrenada
GRL
Greenland
GTMGuatemala
GUFFrench Guiana
GUMGuam
GUY Guyana
HKG Hong Kong
HMDHeard & Mcdonald Islands
HNDHonduras
HRV
Croatia
HTI
Haiti
HUNHungary
IDN
Indonesia
~~IMN~~
Isle Of Man
~~IND~~
~~India~~
IOT
British Indian Ocean Territory
IRL
Ireland
IRN
Iran Islamic Republic of
IRQ
Iraq
~~ISM~~
~~Isle of Man~~
ISL
Iceland
ISR
Israel
ITA
Italy
JAM
Jamaica
~~JEY~~
~~Jersey~~
JOR
Jordan
~~JPN~~
~~Japan~~
KAZKazakhstan
KENKenya
KGZKyrgyzstan
KHMCambodia
KIR
Kiribati
~~KNASt Kitts And Nevis~~
KOR Korea Republic of
KWTKuwait
LAOLaos
LBN
Lebanon
LBR
Liberia
LBY
Libyan Arab Jamahiriya
LCA
St Lucia
LIE
Liechtenstein
LKA
Sri Lanka
LSO
Lesotho
LTU
Lithuania
LUX
Luxembourg
LVA
Latvia
MACMacao
MAFSt Martin
MARMorocco
MCOMonaco
MDARepublic Of Moldova
MDGMadagascar
MDVMaldives
MEXMexico
MHLMarshall Islands
MKDMacedonia Former Yugoslav
Rep
MLI
Mali
MLT
Mauritania
MMRMyanmar
MNEMontenegro
MNGMongolia
MNPNorthern Mariana Islands
MOZMozambique
MRT
Mauritania
MSR
Montserrat
MTQMartinique
MUSMauritius
MWIMalawi
MYS
Malaysia
MYT
Mayotte
NAMNamibia
NCL
New Caledonia
NERNiger
NFK
Norfolk Island
NGANigeria
NIC
Nicaragua
NIU
Niue
NLDNetherlands
NORNorway Montenegro
NPL
Nepal
NRUNauru
NZL
New Zealand
OMNOman
PAK
Pakistan
PANPanama
PCNPitcairn Islands
PER
Peru
PHL
Philippines
PLWPalau
PNGPapua New Guinea
POL
Poland
PRI
Puerto Rico
PRK
Korea Dem Peoples Republic
of
~~PRT~~
~~Portugal~~
PRY
Paraguay
PSE
Palestinian Territory
Occupied
PYF
FrenchPolynesia
QATQatar
REU
Reunion
ROURomania
RUS
Russian Federation
RWARwanda
SAU
Saudi Arabia Kingdom Of
SDNSudan
SEN
Senegal
SGPSingapore
SGS
Sth Georgia & Sth Sandwich
Isl
SHNSt Helena
SJM
Svalbard & Jan Mayen

SLB
Solomon Islands
SCGSerbia & Outlying
SLE
Sierra Leone

SLV
El Salvador
SMR San Marino
SOMSomalia
SPMSt Pierre And Miquelon
SRB
Serbia
STP
Sao Tome And Principe
SUR
Suriname
SVK
Slovakia
SVN
Slovenia
SWESweden
SWZSwaziland
SYC
Seychelles
SYR
Syrian Arab Republic

TCA
Turks & Caicos Islands
TCDChad
TGOTogo
THA
Thailand
TJK
Tajikistan
TKL
Tokelau
TKMTurkmenistan
TLS
Timor-Leste
TMPEast Timor
TONTonga
TTO
Trinidad & Tobago
TUNTunisia

TUR
Turkey

TUV
Tuvalu
TWNTaiwan
TZA
Tanzania United Republic of
UGAUganda
UKRUkraine
UMI
United States Minor

URY
Uruguay
USAUnited States of America
UZB
Uzbekistan
VNMVietnam
VUT
Vanuatu
WLFWallis & Futuna
WSMSamoa
YEMYemen
YMDYemen Democratic
YUGYugoslavia Socialist Fed Rep
ZAF
South Africa
ZAR
Zaire
ZMBZambia
ZWEZimbabwe

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All Correspondence to:

  • By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 4:00pm (AEDT) on Monday 13 December 2021.

TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/epxagm2021

STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that 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 he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 4:00pm (AEDT) on Monday 13 December 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

Online https://www.votingonline.com.au/epxagm2021  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

Due to Covid-19 restrictions the Meeting will be held as a virtual meeting and there will not be a physical location for shareholders to attend. To participate electronically in the virtual Meeting, please refer to the instructions in the Notice of Meeting.

EP&T Global Limited ABN 50 645 144 314

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of EP&T Global Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held as a virtual meeting on the Lumi platform via https://web.lumiagm.com/380894521 on Wednesday, 15 December, 2021 at 4.00pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorized to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorize the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1 & 3 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

  • Resolution 1 Adoption of Remuneration Report (non-binding vote)

  • Resolution 2 Re-election of Mr John Balassis as Director

Resolution 3 Appointment of Auditor

Resolution 4 Ratification of Unconditional Placement Shares

Resolution 5 Issue of Shares to Mr Jonathan Sweeney under the Director Conditional Placement

  • Resolution 6 Issue of Shares to Mr John Balassis under the Director Conditional Placement

Resolution 7 Issue of Shares to Mr Keith Gunaratne under the Director Conditional Placement

Resolution 8 Issue of Shares to Mr Victor van Bommel under the Director Conditional Placement

  • Resolution 9 Issue of Shares under the Non-Related Party Conditional Placement

Resolution 10 Approval of 10% Placement Capacity

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Sole Director and Sole Company Secretary

Securityholder 2

Director

Securityholder 3 Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021