First Graphene Ltd. — AGM Information 2018

Oct 25, 2018

26 October 2018

ASX Announcement

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Additional AGM Resolution & Addendum to the Notice of Meeting

Advanced materials company, First Graphene Limited (“ FGR ” or “ the Company ”) (ASX: FGR) advises that an additional resolution will be considered at the Annual General Meeting ( AGM ) to be held at 10:00 (AEDT) on Friday, 23 November 2018 at Royal Automobile Club of Australia, 89 Macquarie Street Sydney NSW 2000.

Mr Clive Carver was casually appointed as an additional Non-Executive Director by the FGR Board on 22 October 2018. Pursuant to clause 14.4 of the Company’s Constitution and ASX Listing Rule 14.4, a director appointed to fill a casual vacancy or as an addition to the board must not hold office, without re- election, past the next AGM.

The appointment of Mr Carver occurred after the Notice of Meeting for the AGM was completed and printed. Accordingly, Mr Carver’s retirement and offer for election was not able to be dealt with in t he original Notice of Meeting that was dispatched on 23 October 2018. Section 250R(1) of the Corporations Act 2001 (Cth) provides that the business of an AGM may include the election of directors even if not referred to in the Notice of Meeting. Therefore, an additional Resolution 6, relating to the election of Mr Carver, will be put to the FGR shareholders at the AGM as an item of general business. As there is sufficient time prior to the proposed date of the AGM, the Company have determined to issue an Addendum to the Notice of Meeting which includes information regarding the additional Resolution 6. Please refer to the attached Addendum for further details.

The Addendum and updated proxy form (which includes Resolution 6) will be despatched to shareholders. The inclusion of Resolution 6 does not affect the validity of the original proxy form attached to the Notice of Meeting or any proxy votes made and received pursuant to that original proxy form.

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FGR encourages all shareholders to review the attached documents in their entirety.

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About First Graphene Ltd (ASX: FGR)

First Graphene produces high quality graphene from high grade Sri Lankan vein graphite.

First Graphene seeks to develop graphene production methods and acquire graphene related intellectual property which can provide further revenue related opportunities.

About Graphene

Graphene, the well-publicised and now famous two-dimensional carbon allotrope, is as versatile a material as any discovered on Earth. Its amazing properties as the lightest and strongest material, compared with its ability to conduct heat and electricity better than anything else, means it can be integrated into a huge number of applications. Initially this will mean graphene is used to help improve the performance and efficiency of current materials and substances, but in the future, it will also be developed in conjunction with other two-dimensional (2D) crystals to create some even more amazing compounds to suit an even wider range of applications.

One area of research which is being very highly studied is energy storage. Currently, scientists are working on enhancing the capabilities of lithium ion batteries (by incorporating graphene as an anode) to offer much higher storage capacities with much better longevity and charge rate. Also, graphene is being studied and developed to be used in the manufacture of supercapacitors which can be charged very quickly, yet also be able to store a large amount of electricity.

For further information, please contact

Craig McGuckin Warwick Grigor

Managing Director Non-Executive Chairman First Graphene Limited First Graphene Limited + 611300 660 448 +61 417 863187

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FIRST GRAPHENE LIMITED ACN 007 870 760 ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING

Notice is given that in relation to the Notice of Annual General Meeting released to ASX on 23 October 2018 ( Notice of Meeting ) in respect of the Annual General Meeting of the Shareholders to be held at 10:00 AEDT, Friday, 23 November 2018, Royal Automobile Club of Australia, 89 Macquarie Street, Sydney NSW 2000 Australia, the Directors have determined to add a new Resolution 6 as set out below to the items of business to be considered by Shareholders at the Meeting. This is as a result of the appointment of Non-Executive Director Mr Clive Carver on 22 October 2018, and the Directors have determined to amend and supplement the information contained in the Explanatory Statement provided to Shareholders in relation to the matters set out in this Addendum to the Notice of Meeting.

Terms and abbreviations used in the Notice of Meeting have the same meaning in this Addendum to the Notice of Meeting unless otherwise updated in this Addendum to the Notice of Meeting.

IMPORTANT INFORMATION

VOTING BY PROXY

An updated Proxy Form containing this new Resolution 6 will be mailed to Shareholders. To vote by proxy, please complete and sign the Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

To vote on Resolution 6 by proxy PLEASE COMPLETE AND RETURN THE UPDATED PROXY FORM . We confirm that the inclusion of Resolution 6 does not affect the validity of the proxy form attached to the original Notice of Meeting or any proxy votes made and received pursuant to that proxy form. Proxy forms despatched with the original Notice of Meeting, WILL BE accepted by the Company and counted in relation to Resolutions included on that proxy form to be heard at the Meeting.

If you have already completed and returned the proxy form which was annexed to the original Notice of Meeting and you wish to change your vote, or vote on the additional resolution, you must complete and return the updated Proxy Form annexed to this Addendum to the Notice of Meeting.

Dated: 26 October 2018

By order of the Board

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Mr Peter Richard Youd

Director and Company Secretary

ADDITIONAL ITEM OF BUSINESS

RESOLUTION 6 – ELECTION OF DIRECTOR – MR CLIVE CARVER

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

“That, for the purposes of clause 14.4 of the Constitution of the Company, ASX Listing Rule 14.4 and for all other purposes, Mr Clive Carver, who retires, and being eligible, is elected as a Director.”

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EXPLANATORY STATEMENT

RESOLUTION 6 – ELECTION OF DIRECTOR – MR CLIVE CARVER

Clause 14.4 of the Company’s Constitution and ASX Listing Rule 14.4 provides that a director of an entity appointed to fill a casual vacancy or as an addition to the board holds office until the Company’s next annual general meeting following his or her appointment, and then offers himself or herself for election.

Cilve Carver, having been appointed by other Directors on 22 October 2018 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Qualifications and other material directorships

In 1986, Clive qualified as a chartered accountant with Coopers & Lybrand in London. He then worked for two merchant banks, Shire Trust and Kleinwort Benson, before spending 5 years at Price Waterhouse Corporate Finance. In 1994, Clive joined the Bank of NT Butterfield’s London broking arm, Seymour Pierce, subsequently becoming head of Corporate Finance. He spent five years at Williams de Broe, which became part of the ING Group, where he became head of Corporate Finance and Corporate Sales, looking after some 70 corporate clients and a team of 40 staff. From 2006 to 2011 Clive worked for finnCap, where he was a main board director and head of Corporate Finance. Clive was an AIM Qualified Executive for 15 years. He is also a qualified Corporate Treasurer.

Clive is currently Chairman of Caspian Sunrise PLC, and non-executive Chairman of appScatter Group PLC, Ascent Resources PLC, and Tax Systems PLC, all of which have their shares quoted on AIM. Accordingly, Mr Carver will be experienced to assist with the Company’s proposed AIM listing.

The Company confirms it has undertaken appropriate checks prior to the appointment of Mr Carver as a Director of the Company and confirms that it is not aware of any further information material to Shareholders’ decision to approve the election of Mr Carver.

Mr Carver has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

If elected, the board considers Mr Carver will be an independent director.

The Directors, with Mr Clive Carver abstaining, support the election of Mr Carver and recommend Shareholders vote in favour of Resolution 6 and are not aware of any additional information that would be considered material to Shareholders’ decision to elect Mr Carver.

ENQUIRIES

Shareholders are requested to contact the Company Secretary, on +61 1300 660 448 if they have any queries in respect of the matters set out in this Addendum to the Notice of Meeting.

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The Chair intends to vote undirected proxies in favour of all Resolutions other than Resolution 2 where the Chair intends to vote against. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change. ”

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This Resolution will not be proposed if Resolution 1 is passed with less than 25% of the votes cast on Resolution 1 being cast against Resolution 1.

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