FIRST LITHIUM LIMITED — AGM Information 2020

Oct 28, 2020

OOKAMI LIMITED ACN 009 081 770

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00am (WST) DATE : Monday, 30 November 2020 PLACE : 108 Outram Street, West Perth, Western Australia

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

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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10.00am (WST) on Saturday, 28 November 2020.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of the Shareholders of Ookami Limited (the Company ) will be held on Monday, 30 November 2020 commencing at 10.00am (WST) (the Meeting ).

On the day of the AGM, the Company will follow the measures in place as set by the Australian and West Australian governments for the restriction of gatherings and the implementation of social distancing requirements in response to COVID-19.

Should circumstances further change between the date of this Notice of Meeting and the proposed time of the Meeting, the Directors will further update Shareholders with the proposed next steps.

The Explanatory Memorandum that accompanies this Notice provides additional information on the matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes 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 2020.”

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

Voting prohibition statement :

To the extent required by section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

However, a person (the Voter ) described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution 1; or

• (b) the Voter is the chair of the meeting and the appointment of the chair as proxy does not specify the way the proxy is to vote on Resolution 1 and expressly authorises the chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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Shareholders should note that the Chairman intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chairman to vote against Resolution 1 or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – BRENDAN DE KAUWE

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

“That Brendan de Kauwe, being a Director of the Company, who retires by rotation in accordance with Listing Rule 14.5 and clause 14.2 of the Company’s Constitution, and being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – JOSEPH VAN DEN ELSEN

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

“That Joseph Van Den Elsen, being a Director of the Company, who retires in accordance with Listing Rule 14.4 and clause 14.4 of the Company’s Constitution, and being eligible, is elected as a Director of the Company.”

Dated: 27 October 2020

By order of the Board

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Justin Mouchacca Company Secretary

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return:

• In person at Automic, Level 5, 126 Phillip Street, Sydney NSW 2000;

• By post to Automic, GPO Box 5193, Sydney NSW 2001;

• By facsimile to +61 (0)2 8583 3040;

• By scan and email to meetings@automicgroup.com.au; or

• By following the directions on the Proxy Form.

All proxy forms must be received by the Company not later than 10.00am (WST) on Saturday, 28 November 2020 .

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

In addition:

• if a proxy is given by a body corporate, a Proxy Form must be executed in writing under the common seal of the corporation or otherwise in accordance with section 127 of the Corporations Act or signed by an attorney;

• if a proxy is given by a natural person, a Proxy Form must be executed under the hand of that person or that person’s attorney;

• to be effective, the Proxy Form and the power of attorney or other authority (if any) under which it is signed or a certified copy, must be received by the Company at least 48 hours before the time for holding the Meeting or any adjourned Meeting; and

• any Proxy Form received after this deadline will be treated as invalid.

Voting in person

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. A certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

On the day of the AGM, the Company will follow the measures in place as set by the Australian and West Australian governments for the restriction of gatherings and the implementation of social distancing requirements in response to COVID-19.

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Corporate Representative

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. Written proof of the representative’s appointment (including any authority under which it is signed) must be lodged with or presented to the Company before the Meeting. An appointment of corporate representative form can be obtained by via the Company’s share registry website – www.automic.com.au

A body corporate may appoint more than one representative but only one representative may exercise the body’s powers at any one time.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 3 8630 3321.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

Shareholders should read this statement and the Notice in full before deciding how to vote on the Resolutions set out in the Notice. All resolutions to be considered at the Meeting will be decided by poll based on both proxy votes received prior to the commencement of the Meeting and votes cast via the online voting facility during the Meeting. Shareholders are encouraged to cast their vote by proxy prior to the Meeting in accordance with the instructions set out on page 5 of this Notice.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

There is no requirement for shareholders to vote on these statements and reports. Shareholders will be given a reasonable opportunity to raise questions and make comments on these reports and on the management of the Company at the Meeting.

Representatives of the Company’s Auditor will be present for discussion purposes on matters of relevance to the audit.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available via its website at:

https://ookami.com.au/announcements/.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold

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office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

The Remuneration Report for the financial year ended 30 June 2019 did not receive a vote of more than 25% against its adoption at the Company’s 2019 annual general meeting held on 13 November 2019. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

2.1 Directors Recommendation

The Board recommends that Shareholders vote in favour of Resolution 1. The Board encourages Shareholders to apply the same level of diligence to voting on this Resolution as for the binding Resolutions. The Chair of the Meeting intends to vote all available proxies in favour of Resolution 1.

If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention.

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - BRENDAN DE KAUWE

3.1 General

Pursuant to the Clause 14.2 of the Company’s Constitution and ASX Listing Rule 14.5, at every annual general meeting an election of Directors must take place.

For this reason, Brendan de Kauwe retires by way of rotation and, being eligible, offers himself for re-election as a Director.

3.2 Election of Brendan de Kauwe

Mr de Kauwe, who has served as a Director since 5 June 2015, retires by rotation and seeks re-election.

(a) Qualifications and other material directorships

Dr de Kauwe studied a Bachelor of Science in Pharmacology and Physiology and holds a Bachelor of Dental Surgery from the University of Western Australia, with Post Graduate certifications in Oral Surgery and Implantology. He also holds a Post Graduate Diploma in Applied Finance, majoring in Corporate Finance, and is an Australian Securities and Investments Commission complaint (RG146) Securities Advisor.

Dr de Kauwe is an experienced operations and transaction focused executive with key skills in creating company value through strategic partnerships and mergers and acquisitions, with particular experience in the biotechnology, life sciences and technology sectors.

He was also a Director of a private investment banking firm with vast experience in corporate restructuring and recapitalisations, mergers and acquisitions, and equity capital markets transactions in both Australia and internationally. Dr de Kauwe has served as Chairman and/or Director of numerous ASX listed companies and is currently a Non-Executive Director of G Medical Innovations Holdings Limited (ASX:GMV).

(b) Independence

If elected the Board considers that Mr de Kauwe will be an independent director.

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(c) Directors recommendation

The Directors support the re-election of Mr de Kauwe and recommend that Shareholders vote in favour of Resolution 2. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 2.

4. RESOLUTION 3 - ELECTION OF DIRECTOR - JOSEPH VAN DEN ELSEN

4.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director (excluding a Managing Director) so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Having been appointed on 3 September 2020 Mr Van Den Elsen will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks re-election from Shareholders.

4.2 Election of Joseph Van Den Elsen

Mr Van Den Elsen, who has served as a Director since 3 September 2020, retires and seeks re-election.

(a) Qualifications and other material directorships

Joseph is currently a Non-Executive Director of Oakdale Resources Limited (ASX:OAR) and the Managing Director of CMN Mining, a privately held exploration and development company.

Prior to joining CMN Mining, he held executive positions with MHM Metals and Hampshire Mining and was an Associate Director with UBS and Goldman Sachs JB Were.

He holds a Bachelor of Laws, a Bachelor of Arts and a Graduate Diploma in Environment, Energy and Resources Law and is currently studying towards a Graduate Diploma in Mineral Exploration Geoscience and a Master of Science (Mineral Economics).

(b) Independence

If elected the Board considers that Mr Van Den Elsen will be an independent director.

(c) Directors recommendation

The Directors support the re-election of Mr Van Den Elsen and recommend that Shareholders vote in favour of Resolution 3. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 3.

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GLOSSARY

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

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

• (b) a child of the member’s spouse;

• (c) a dependent of the member or 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 dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Ookami Limited (ACN 009 081 770).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Directors’ Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

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Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2020.

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

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

In this Notice and the Explanatory Statement words importing the singular include the plural and vice versa.

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