First Graphene Ltd. — AGM Information 2022

Sep 8, 2022

First Graphene Limited

1 Sepia Close, Henderson WA 6166 ACN: 007 870 760

info@firstgraphene.net firstgraphene.net

First Graphene Limited

Notice of 2022 Annual General Meeting Explanatory Statement | Proxy Form

Monday, 17 October 2022

3:00PM AWST

Address

Karingal Room 2, The Melbourne Hotel, 33 Milligan St, Perth Western Australia, 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Contents

Contents
Venue and Voting Information	Page 2
Notice of Annual General Meeting – Agenda and Resolutions	Page 4
Notice of Annual General Meeting – Explanatory Statement	Page 16
Glossary	Page 29
Schedule 1 – Terms and Conditions of Director Performance Rights	Attached
Proxy Form	Attached

Important Information for Shareholders about the Company’s 2022 AGM

This Notice is given based on circumstances as at 9 September 2022. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at www.firstgraphene.net. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 3:00pm (AWST) on Monday, 17 October 2022 at Karingal Room 2, The Melbourne Hotel, 33 Milligan St, Perth, Western Australia, 6000.

Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Voting in person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual- agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

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Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of First Graphene Limited ACN 007 870 760 will be held at 3:00pm (AWST) on Monday, 17 October 2022 at Karingal Room 2, The Melbourne Hotel, 33 Milligan St, Perth, Western Australia, 6000.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 3:00pm (AWST) on Saturday, 15 October 2022.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

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Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2022.”

Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

• (b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

- Re election of Directors

2. Resolution 2 – Re-election of Warwick Grigor as Director

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

“That Warwick Grigor, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

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ASX Listing Rule 7.1A (Additional 10% Capacity)

3. Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 3 by or on behalf of:
(a)	a 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); or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 3 by:
(i)	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
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

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Ratification of Prior Issue of Equity Securities

4. Resolution 4 – Ratification of Prior Issue of Fully Paid Ordinary shares to Global Discovery Group, Inc

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 200,000 fully paid ordinary shares ( Shares ) issued on 6 December 2022 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement being
	approved; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 4 by:
(i)	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
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

5. Resolution 5 – Ratification of Prior Issue of Fully Paid Ordinary shares to Global Discovery Group, Inc

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 200,000 fully paid ordinary shares ( Shares ) issued on 7 February 2022 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

• (a) a person who participated in the issue or is a counterparty to the agreement being approved; or

• (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 5 by:

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• (i) 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

• (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

6. Resolution 6 – Ratification of Prior Issue of Fully Paid Ordinary shares to Specialty Materials Investments, LLC

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 2,941,176 fully paid ordinary shares ( Shares ) issued on 10 February 2022 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 6 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement being
	approved; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 6 by:
(i)	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
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

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7. Resolution 7 – Ratification of Prior Issue of Fully Paid Ordinary shares to Specialty Materials Investments, LLC

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 3,225,807 fully paid ordinary shares ( Shares ) issued on 25 March 2022 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 7 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement being
	approved; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 7 by:
(i)	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
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

8. Resolution 8 – Ratification of Prior Issue of Fully Paid Ordinary shares to Specialty Materials Investments, LLC

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 3,225,807 fully paid ordinary shares ( Shares ) issued on 8 April 2022 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of:

(a) a person who participated in the issue or is a counterparty to the agreement being approved; or

(b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 8 by:

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

9. Resolution 9 – Ratification of Prior Issue of Fully Paid Ordinary shares to Specialty Materials Investments, LLC

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 4,761,905 fully paid ordinary shares ( Shares ) issued on 25 July 2022 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 9 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement being
	approved; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 9 by:
(i)	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
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

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10. Resolution 10 – Ratification of Prior Issue of Fully Paid Ordinary shares to Specialty Materials Investments, LLC

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 9,523,810 fully paid ordinary shares ( Shares ) issued on 29 July 2022 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 10 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement being
	approved; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 10 by:
(i)	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
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

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Issue of Performance Rights to Directors

11. Resolution 11 – Approval of Issue of Performance Rights to Andrew Goodwin, Director of the Company

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 450,000 Performance Rights to Andrew Goodwin, Director of the Company, or his nominee and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 11 by or on behalf of:
(a)	a person who is to expected to receive the securities as a result of the proposed
	issue;
(b)	a person who will obtain a material benefit as a result of the issue of the securities
	(except a benefit solely by reason of being a holder of ordinary securities in the
	Company); or
(c)	an Associate of that person or those persons described in (a) or (b).
However, this does not apply to a vote cast in favour of Resolution 11 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with direction given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder vote on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.
Voting Prohibition Statement:
In accordance with section 250BD of the Corporations Act, a person appointed as a proxy
must not vote, on the basis of that appointment, on the Resolution if:
	(a) the proxy is either:
	(i) a member of the Company’s Key Management Personnel; or
	(ii) a closely related party of a member of the Company’s Key Management
	Personnel; and
	(b) the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
	(a) the proxy is the Chair of the Meeting; and

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(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

12. Resolution 12 – Approval of Issue of Performance Rights to Michael Quinert, Director of the Company

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 200,000 Performance Rights to Michael Quinert, Director of the Company, or his nominee and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 12 by or on behalf of:

• (a) a person who is to expected to receive the securities as a result of the proposed issue;

• (b) a person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• (c) an Associate of that person or those persons described in (a) or (b).

However, this does not apply to a vote cast in favour of Resolution 12 by:

• (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or

• (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on the Resolution if:

• (a) the proxy is either:

• (i) a member of the Company’s Key Management Personnel; or

• (ii) a closely related party of a member of the Company’s Key Management Personnel; and

(b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if:

• (a) the proxy is the Chair of the Meeting; and

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(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

13. Resolution 13 – Approval of Issue of Performance Rights to Warwick Grigor, Director of the Company

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 400,000 Performance Rights to Warwick Grigor, Director of the Company, or his nominee and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 13 by or on behalf of:

• (a) a person who is to expected to receive the securities as a result of the proposed issue;

• (b) a person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• (c) an Associate of that person or those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 13 by:

• (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or

• (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on the Resolution if:

• (a) the proxy is either:

  • (i) a member of the Company’s Key Management Personnel; or

  • (ii) a closely related party of a member of the Company’s Key Management Personnel; and

• (b) the appointment does not specify the way the proxy is to vote on the resolution.

• However, the above prohibition does not apply if:

• (a) the proxy is the Chair of the Meeting; and

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(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

BY ORDER OF THE BOARD

Mr Aditya Asthana Company Secretary

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 3:00pm (AWST) on Monday, 17 October 2022 at Karingal Room 2, The Melbourne Hotel, 33 Milligan St, Perth, Western Australia, 6000.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at www.firstgraphene.net.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

• Conduct of the audit;

• Preparation and content of the Auditor’s Report;

• Accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, which is by Monday, 10 October 2022.

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Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at www.firstgraphene.net.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2023 Annual General Meeting ( 2023 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2023 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2023 AGM. All of the Directors who were in office when the 2023 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

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- Re election of Director

Resolution 2 – Re-election of Warwick Grigor as Director

Clause 14.2 of the Company’s Constitution requires that at the Company’s annual general meeting, one third of the Directors shall retire from office. The retiring Directors must not be a Managing Director. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election.

As the Company currently has 3 Directors (excluding the Managing Director) 1 must retire.

Listing Rule 14.5 also provides that an entity which has directors must hold an election of directors at each annual general meeting.

Dr Andrew Goodwin and Mr Michael Quinert were both re-elected as Directors at the 2021 AGM. Mr Warwick Grigor was last re-elected as a Director at the 2020 AGM.

Accordingly, as the longest serving since his last election, Mr Warwick Grigor will retire in accordance with Clause 14.2 of the Company’s Constitution and Listing Rule 14.5 and, being eligible, seeks re-election as a Director of the Company at this AGM.

A biography of Mr Warwick Grigor, who was first appointed as a Director of the Company in December 2015, is set out in the Company’s annual financial report for the year ended 30 June 2022.

Directors’ recommendation

The Directors (excluding Mr Warwick Grigor) recommend that Shareholders vote for this Resolution.

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ASX Listing Rule 7.1A

Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

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

Under 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 add an additional 10% capacity.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).

As of the date of this Notice of Meeting, the Company has a market capitalisation of approximately $77.5 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this 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 Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

• (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;

• (b) the time and date of the entity’s next annual general meeting; and

• (c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under Listing Rule 7.1A

Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and

• (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

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Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes:

• (a) Accelerating graphene application developments underway

• (b) Funding ongoing business activities

Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted.

There is a risk that:

• (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and

• (b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:

Variable “A” ASX Listing Rule 7.1A.2	Variable “A” ASX Listing Rule 7.1A.2	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
		$0.07 50% decrease in issueprice	$0.14 issue prices(b)	$0.280 100% increase in issueprice
“A” is the number of shares on issue, being 574,319,491 Shares(a)	10% voting dilution(c)	57,431,949	57,431,949	57,431,949
	Funds raised	$4,020,236	$8,040,472	$16,080,945
“A” is a 50% increase in shares on issue, being 861,479,236 Shares	10% voting dilution(c)	86,147,923	86,147,923	86,147,923
	Funds raised	$6,030,354	$12,060,709	$24,121,418
“A” is a 100% increase in shares on issue, being 1,148,638,982 Shares	10% voting dilution(c)	114,863,898	114,863,898	114,863,898
	Funds raised	$8,040,472	$16,080,945	$32,161,891

Notes:

• (a) Based on the total number of fully paid ordinary Shares on issue as at 22 August 2022.

• (b) Based on the closing price of the Company’s Shares on ASX as at 22 August 2022.

• (c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.

• (d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.

• (e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s

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15% placement capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

• (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;

• (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);

• (c) the potential effect on the control of the Company;

• (d) the Company’s financial position and the likely future capital requirements; and

• (e) advice from the Company’s corporate or financial advisors.

Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

The Company did not seek Shareholder approval under Listing Rule 7.1A at the 2021 AGM and therefore has not issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the 12 months preceding the AGM.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

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Ratification of Prior Issue of Equity Securities

Resolutions 4 and 5 – Ratifications of Prior Issue of Fully Paid Ordinary Shares to Global Discovery Group, Inc

Background

On each of 6 December 2021 and 7 February 2022, the Company announced that it had issued 200,000 fully paid ordinary shares to Global Discovery Group, Inc, an entity engaged by the Company as a marketing consultant on an ad-hoc basis ( Global Discovery Shares ).

The Global Discovery Shares were issued on 6 December 2021 and 7 February 2022 by utilising the Company’s existing capacity under Listing Rule 7.1.

ASX Listing Rule 7.1

Resolutions 3 and 4 each propose that Shareholders of the Company approve and ratify the prior issue and allotment of:

• (a) 200,000 fully paid ordinary shares, which were issued on 6 December 2021 ( Resolution 4 ); and

• (b) 200,000 fully paid ordinary shares, which were issued on 7 February 2022 ( Resolution 5 )

• All of the Global Discovery Shares were issued by utilising the Company’s existing capacity under Listing Rule 7.1.

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

The issue of the Global Discovery Shares did not fit within any of the exceptions to Listing Rule 7.1 and, as they have not been approved by the Company’s Shareholders, they effectively use up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue dates.

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

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

To this end, Resolutions 4 and 5 seek Shareholder approval to subsequently approve the issues of the Global Discovery Shares for the purposes of Listing Rule 7.4.

If the Resolutions are passed, the issue of the Global Discovery Shares will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

If any of the Resolutions are not passed, the issue of Global Discovery Shares the subject of that Resolution will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

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Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5.

• (a) The Global Discovery Shares were issued to Global Discovery Group, Inc, who was not a related party of the Company at the time that the Shares were issued.

• (b) The following Global Discovery Shares were issued and are fully paid ordinary shares in the Company ranking equally in all respects with the Company’s existing ordinary shares:

• (i) 200,000 fully paid ordinary shares at a deemed issue price of $0.225 per share on 6 December 2021 ( Resolution 4 ); and

• (ii) 200,000 fully paid ordinary shares at a deemed issue price of $0.18 per share on 7 February 2022 ( Resolution 5 )

• (c) Funds were not raised from the issue of the Global Discovery Shares as the shares were issued to Global Discovery Group, Inc as consideration for services provided.

• (d) The Global Discovery Shares were not issued pursuant to an agreement. Instead the Global Discovery Shares were issued upon receipt of invoices from Global Discovery Group, Inc upon the completion of ad-hoc engagements.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for Resolutions 4 and 5.

Resolutions 6 to 10 – Ratification of Prior Issue of Fully Paid Ordinary Shares to Specialty Materials Investments, LLC

Background

As announced by the Company on 27 May 2021, the Company entered into a share placement agreement with Specialty Materials Investments, LLC ( Investor ), an institutional investor, pursuant to which the Company secured $8 million in funding ( Share Placement Agreement ).

The placement consisted of two tranches, tranche 1 being $5,000,000 which was received shortly after 27 May 2021 ( Tranche 1 ) and tranche 2 being $3,000,000 which the Company announced it had received on 30 November 2021 ( Tranche 2 ).

Under the Share Placement Agreement the Company will issue fully paid ordinary shares in relation to all or part of the placement amount at the Investor’s request during the period ending 24 months after the date of the investment.

At the Company’s 2021 AGM shareholders approved the ratification of 2,800,000 Shares to the Investor. These Shares will be used by the Investor to satisfy part of the Company’s requirement to issue Shares under the Share Placement Agreement at a date to be determined by the Investor and based on the Company’s underlying Share price as at that date.

Since the 2021 AGM the Investor has requested, and the Company has made the following issuances of Shares under Listing Rule 7.1:

• (a) 2,941,176 Shares at an issue price of $0.17 per Share on 10 February 2022 ( Resolution 6 );

• (b) 3,225,807 Shares at an issue price of $0.155 per Share on 25 March 2022 ( Resolution 7 );

• (c) 3,225,807 Shares at an issue price of $0.155 per Share on 8 April 2022 ( Resolution 8 );

• (d) 4,761,905 Shares at an issue price of $0.105 per Share on 25 July 2022 ( Resolution 9 ); and

• (e) 9,523,810 Shares at an issue price of $0.105 per Share on 29 July 2022 ( Resolution 10 );

• (together the Placement Shares )

As at the date of this Notice of Meeting the Company has therefore issued Shares to the Investor

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with a total value of $3,000,000 and has $5,480,000 remaining to be allocated or issued at the Investor’s request.

ASX Listing Rule 7.1

Resolutions 6 to 10 propose that Shareholders of the Company approve and ratify the prior issue and allotment of the above Placement shares.

All of the Placement Shares was issued by utilising the Company’s existing capacity under Listing Rule 7.1.

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

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

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

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

To this end, Resolutions 6 to 10 seek Shareholder approval to subsequently approve the issue of the Placement Shares for the purposes of Listing Rule 7.4.

If the Resolutions are passed, the issue of Placement Shares will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

If any of the Resolutions are not passed, the issue of Placement Shares the subject of that Resolution, will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5.

• (b) The Placement Shares were issued to Specialty Materials Investments, LLC, who was not a related party of the Company at the time that the Placement Shares were issued.

• (c) The following Placement Shares were issued and the Placement Shares issued are fully paid ordinary shares in the Company and rank equally in all respects with the Company’s existing ordinary shares.

• (i) 2,941,176 Shares at an issue price of $0.17 per Share on 10 February 2022 ( Resolution 6 );

• (ii) 3,225,807 Shares at an issue price of $0.155 per Share on 25 March 2022 ( Resolution 7 );

• (iii) 3,225,807 Shares at an issue price of $0.155 per Share on 8 April 2022 ( Resolution 8 );

• (iv) 4,761,905 Shares at an issue price of $0.105 per Share on 25 July 2022 ( Resolution 9 ); and

• (v) 9,523,810 Shares at an issue price of $0.105 per Share on 29 July 2022

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( Resolution 10 );

• (d) Each of the Placement Shares were issued in relation to the Share Placement Agreement as announced on 27 May 2021.

• (e) Funds raised from the issue of the Placement Shares will be used by the Company to underwrite the Company’s growth strategy and for general working capital

• (f) The Placement Shares were issued pursuant to the Share Placement Agreement. The material terms of the Share Placement Agreement are set out in the Company’s announcement dated 27 May 2021

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for Resolutions 6 - 10.

Resolutions 11 to 13 – Approval of Issue of Performance Rights to Directors of the Company

Background

At the Company’s 2021 AGM, the Company sought, and obtained, approval to issue certain Directors Performance Rights ( Incentive Rights ). A condition of the approval, as required by the ASX Listing Rules, was that the Incentive Rights be issued within 1 month of the approval being obtained.

As the Company did not issue the Incentive Rights within 1 month of the 2021 AGM approval being obtained, fresh approval is being sought to issue the Incentive Rights under Resolutions 11 to 13:

• (a) 450,000 Performance Rights to Andrew Goodwin or his nominee ( Resolution 11 ); and

• (b) 200,000 Performance Rights to Michael Quinert or his nominee ( Resolution 12 ).

• (c) 400,000 Performance Rights to Warwick Grigor or his nominee ( Resolution 13 ).

A summary of the material terms of the Incentive Rights are as follows:

Type of Incentive	Material terms
Security
Performance Rights	• Each vested Performance Right will be convertible at the holder’s election into 1 Ordinary Share in First Graphene prior to the expiry date of the Performance Right. • The Performance Rights will be granted in tranches, as noted below, that vest over a 2-year vesting period. The first tranche of the Performance Rights will be fully vested upon issue. Tranches 2 and 3 of the Performance Rights will vest proportionately based on the proportionate achievement of the applicable vesting conditions for that tranche as detailed below and assessed by the Board each year after the release of audited accounts.

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	Number of Performance Rights	Number of Performance Rights	Number of Performance Rights	Number of Performance Rights
Name	Tranche 1	Tranche 2	Tranche 3	Total
Andrew Goodwin	300,000	50,000	100,000
				450,000
Michael Quinert	50,000	50,000	100,000	200,000
Warwick Grigor	100,000	100,000	200,000	400,000
Total	450,000	200,000	400,000	1,050,000

Vesting Conditions	Tranche 1	Tranche 2	Tranche 3
Share Price1	Nil	$0.35	$0.45
Sales (AUD)2	Nil	$2 million	$5 million

Notes:

1. 25% of the Performance Rights will be measured against the 20 day VWAP Share price at 30 June of the applicable financial year (Tranche 2: FY23; Tranche 3: FY24).

2. 40% of the Performance Rights will be measured against the sales revenue received during the applicable financial year (Tranche 2: FY23; Tranche 3: FY24) based on audited accounts.

In addition, vesting of each Tranche (excluding Tranche 1) is subject to:

• 10% of the Performance Rights will be subject to the achievement by a Director of their personal KPI for an applicable financial year as determined by the Board; and

• 25% of the Performance Rights will be subject to the Director remaining a director of the Company.

For example: If at 30 June 2023 each of the Directors remains a Director of the Company, has achieved their personal KPIs and the Company has a 20 day VWAP Share price of $0.2625 (85% of target) and has achieved Sales of $1.7m (85% of target), the total number of Tranche 2 Performance Rights which will vest will be 180,500, being:

• 50,500 (25% of total for remaining a Director)

• 20,000 (10% of total for achieving personal KPIs)

• 42,500 (85% of 25% of total for 20-day VWAP)

• 68,000 (85% of 40% of total for Sales)

The Performance Rights have expiry dates as follows: Tranche 1: 3 years from grant; Tranche 2: 4 years from grant; Tranche 3: 5 years from grant. Additional terms are included in Schedule 1.

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Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, shareholder approval to be obtained where an entity issues, or agrees to issue, equity securities to any of the following:

• 10.11.1 A related party.

• 10.11.2 A person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the Company.

• 10.11.3 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 sit on the board of the Company) pursuant to a relevant agreement which gives them a right or expectation to do so.

• 10.11.4 An associate of any of the above.

• 10.11.5 A person whose relationship with the Company or a person referred to above is such that, in ASX’s opinion, the issue or agreement should be approved by Shareholders.

Messrs Goodwin, Quinert and Grigor meets the category under Listing Rule 10.11.1 because they are each a Director. The Company considers that none of the exceptions in Listing Rule 10.12 apply.

If Resolutions 11 to 13 are passed, the Company will be able to proceed with the proposed issue of Incentive Rights.

If any of Resolutions 11 to 13 are not passed, the Company will not be able to proceed with the proposed issue of Incentive Rights proposed to be issued in that Resolution which is not passed.

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:

the giving of the financial benefit falls within one of the exceptions to the provisions; or

Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of Incentive Rights constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the 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.

For each Director for whom the issue of Incentive Rights were considered, the other non-conflicted Directors considered the proposed issue, and formed the view that the giving of the financial benefit to that Director was reasonable remuneration given the circumstances of the Company, the quantum of the Incentive Rights, the terms of the Incentive Rights, and the responsibilities held by that Director in the Company.

Accordingly, the non-conflicted Directors of the Company believe that the issue of these Incentive Rights to each of the Directors fall within the “reasonable remuneration” exception as set out in section 211 of the Corporations Act, and relies on this exception for the purposes of Resolutions 11 to 13 respectively. Therefore, the proposed issue of Incentive Rights to the Directors requires Shareholder approval under and for the purposes of Listing Rule 10.11 only.

Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed grant of Performance Rights under Resolutions 11 to 13:

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• (a) The allottees are:

• (i) Andrew Goodwin or his nominee ( Resolution 11 );

• (ii) Michael Quinert or his nominee ( Resolution 12 ); and

• (iii) Warwick Grigor or his nominee ( Resolution 13 ).

• (b) Andrew Goodwin, Michael Quinert and Warwick Grigor are Directors of the Company and therefore fall within the category referred to in Listing Rule 10.11.1. If the Performance Rights are granted to a nominee of a Director the nominee will be an Associate of the Director and fall under Listing Rule 10.11.3;

• (c) The maximum number of Incentive Rights that may be acquired is as follows:

• (i) 450,000 Performance Rights – Andrew Goodwin ( Resolution 11 );

• (ii) 200,000 Performance Rights – Michael Quinert ( Resolution 12 ); and

• (iii) 400,000 Performance Rights – Warwick Grigor ( Resolution 13 ).

• (d) The material terms of the Incentive Rights are set out in above with additional terms included in Schedule 1 of this Notice.

• (e) The Incentive Rights will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the grant of all Incentive Rights will occur on one date;

• (f) The issue price will be nil per Incentive Security;

• (g) The purpose of the issue is to incentivise Messrs Goodwin, Quinert and Grigor to grow shareholder value without putting any burden on the Company’s cash position;

• (h) The current total remuneration package received by each Director is:

Director	Remuneration Package
Andrew Goodwin (Resolution 11)	$148,089
Michael Quinert (Resolution 12)	$35,000
Warwick Grigor (Resolution 13)	$120,000

• (i) The Incentive Rights will not be issued under an agreement.

Directors’ recommendation

The Board of Directors (abstaining to the Resolution that relates to themselves) recommend that Shareholders vote for Resolutions 11 - 13.

Enquiries

Shareholders are asked to contact the Company Secretary if they have any queries in respect of the matters set out in these documents.

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Glossary

Annual Financial Report means the 2022 Annual Report to Shareholders for the period ended 30 June 2022 as lodged by the Company with ASX on 31[st] August 2022.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report dated 31[st] August 2022 as included in the Annual Financial Report.

AWST means Australian Western Standard Time as observed in Perth, Western Australia.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (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 Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means First Graphene Limited ACN 007 870 760.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 9[th] September 2022 including the Explanatory Statement.

First Graphene Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

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Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Performance Right means a performance right which, subject to its terms, could convert to a Share.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Share Registry means Automic, Level 5 126 Phillip Street, Sydney NSW 2000

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

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Schedule 1 – Terms and Conditions of Director Performance Rights

The material terms of the Director Performance Rights are as follows:

• (a) the Performance Rights do not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise;

• (b) the Performance Rights are non-transferable (and consequently will not be quoted on ASX or any other exchange);

• (c) the Performance Rights do not entitle the holder to participate in the surplus profits or assets of the Company upon winding up;

• (d) if a change of control occurs, the number of Performance Rights that is equal to not more than 10% of the Shares on issue immediately following conversion under this paragraph will convert into an equivalent number of Shares;

• (e) the Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends;

• (f) Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth)¸ which enables tax deferral on Performance Rights, will apply to these Performance Rights; and

• (g) a Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

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