GALAN LITHIUM LIMITED

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ACN 149 349 646

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.30am (WST) DATE : 28 January 2022 PLACE : The Park Business Centre 45 Ventnor Ave WEST PERTH WA 6005

This Notice of Annual General Meeting and Explanatory Memorandum 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.

Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9322 6283.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed Resolutions)	3
Explanatory Memorandum (explaining the proposed Resolutions)	11
Glossary	21
Proxy Form

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders convened by this Notice of Meeting will be held at 10.30am (WST) on Friday 28 January 2022 at:

The Park Business Centre 45 Ventnor Ave WEST PERTH WA 6005

YOUR VOTE IS IMPORTANT

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

IMPORTANT INFORMATION FOR SHAREHOLDERS

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth) (effective from 13 August 2021), the Company will not dispatch physical copies of the Notice of Annual General Meeting. Instead a copy of the Notice is available to be viewed and/or downloaded on the ASX market announcements platform at https://www2.asx.com.au/markets/trade-our-cash-market/announcements and enter GLN at the prompt or on the Company’s website at https://galanlithium.com.au/asx-announcements .

ATTENDANCE AND VOTING ELIGIBILITY

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth) the Directors have determined that the Shares quoted on the ASX at 5.00pm (WST) on 26 January 2022 will be taken, for the purposes of this Annual General Meeting, to be held by the persons who held them at that time. Accordingly those persons are entitled to attend and vote (if not excluded) at the Meeting.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the Proxy Form enclosed (and any power of attorney under which it is signed). The Proxy Form must be received at an address given below by 10.30am (WST) on 26 January 2022, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

Online Proxy Appointment

www.advancedshare.com.au/investor-login

By Mail Advanced Share Registry Limited 110 Stirling Hwy Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909
By Fax +61 8 6370 4203
By Email [email protected]
In Person Advanced Share Registry Limited 110 Stirling Hwy Nedlands WA 6009

All enquiries to Advanced Share Registry +61 8 9389 8033.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Galan Lithium Limited will be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia at 10.30am (WST) on Friday 28 January 2022.

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

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum (including the Annexures) are defined in the Glossary unless defined elsewhere in the Explanatory Memorandum.

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the 2021 Financial Report together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report thereon.

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 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.”

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

Voting Prohibition Statement:

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

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person described above (the “voter”) may cast a vote on this Resolution 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; and

(b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR TERRY GARDINER

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

“That Mr Terry Gardiner, a Non-Executive Director, who retires by rotation in accordance with the Constitution, and being willing and eligible for re-election, is re-elected as a Director.”

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR DANIEL JIMENEZ

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

“That Mr Daniel Jimenez, a Non-Executive Director, who retires by rotation in accordance with the Constitution, and being willing and eligible for re-election, is re-elected as a Director.”

RESOLUTION 4 – APPROVAL OF ISSUE OF SHARES – EQUITY PLACEMENT

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

"That under and for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue and allotment by the Company of up to 150,000,000 Shares, on the terms and conditions and in the manner set out in the Explanatory Memorandum."

Voting Exclusion Statement:

For the purposes of ASX Listing Rule 7.1, the Company will disregard any votes cast in favour on this Resolution by or on behalf of 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 an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or the attorney to vote on the Resolution in that way; or
(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 5 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR JUAN PABLO VARGAS DE LA VEGA, DIRECTOR

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

“That the issue of up to 3,000,000 Performance Rights to Mr Juan Pablo Vargas de la Vega (who is a Director) and/or his nominee(s), and the issue of Shares subject of the Performance Rights, on the terms and conditions and in the manner set out in the Explanatory Memorandum, is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by Mr Vargas de la Vega and/or his nominee(s) or an associate of Mr Vargas de la Vega.

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

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or the attorney to vote on the Resolution in that way; or
(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement :

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

(a) Mr Vargas de la Vega and/or his nominee(s) or his associates; or
(b) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.

However, a person described above (the “voter”) may cast a vote on this Resolution 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; and
(b) the voter is the Chair and the appointment of the Chair as proxy:

(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

RESOLUTION 6 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR RICHARD HOMSANY, DIRECTOR

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

“That the issue of up to 1,500,000 Performance Rights to Mr Richard Homsany (who is a Director) and/or his nominee(s), and the issue of Shares subject of the Performance Rights, on the terms and conditions and in the manner set out in the Explanatory Memorandum, is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by Mr Homsany and/or his nominee(s) or an associate of Mr Homsany.

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

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or the attorney to vote on the Resolution in that way; or
(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement :

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

(a) Mr Homsany and/or his nominee(s) or his associates; or
(b) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.

However, a person described above (the “voter”) may cast a vote on this Resolution 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

RESOLUTION 7 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR TERRY GARDINER, DIRECTOR

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

“That the issue of up to 1,500,000 Performance Rights to Mr Terry Gardiner (who is a Director) and/or his nominee(s), and the issue of Shares subject of the Performance Rights, on the terms and conditions and in the manner set out in the Explanatory Memorandum, is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by Mr Gardiner and/or his nominee(s) or an associate of Mr Gardiner.

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

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

(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement :

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

(a) Mr Gardiner and/or his nominee(s) or his associates; or
(b) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.

However, a person described above (the “voter”) may cast a vote on this Resolution 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

RESOLUTION 8 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR CHRIS CHALWELL, DIRECTOR

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

“That the issue of up to 750,000 Performance Rights to Mr Chris Chalwell (who is a Director) and/or his nominee(s), and the issue of Shares subject of the Performance Rights, on the terms and conditions and in the manner set out in the Explanatory Memorandum, is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by Mr Chalwell and/or his nominee(s) or an associate of Mr Chalwell.

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

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or the attorney to vote on the Resolution in that way; or
(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement :

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

(a) Mr Chalwell and/or his nominee(s) or his associates; or
(b) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.

However, a person described above (the “voter”) may cast a vote on this Resolution 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

RESOLUTION 9 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR DANIEL JIMENEZ, DIRECTOR

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

“That the issue of up to 1,500,000 Performance Rights to Mr Daniel Jimenez (who is a Director) and/or his nominee(s), and the issue of Shares subject of the Performance Rights, on the terms and conditions and in the manner set out in the Explanatory Memorandum, is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by Mr Jimenez and/or his nominee(s) or an associate of Mr Jimenez.

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

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or the attorney to vote on the Resolution in that way; or
(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement :

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

(a) Mr Jimenez and/or his nominee(s) or his associates; or
(b) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.

However, a person described above (the “voter”) may cast a vote on this Resolution 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

RESOLUTION 10 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR RAYMOND LIU, DIRECTOR

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

“That the issue of up to 750,000 Performance Rights to Mr Raymond Liu (who is a Director) and/or his nominee(s), and the issue of Shares subject of the Performance Rights, on the terms and conditions and in the manner set out in the Explanatory Memorandum, is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by Mr Liu and/or his nominee(s) or an associate of Mr Liu.

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

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

(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement :

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

(a) Mr Liu and/or his nominee(s) or his associates; or
(b) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.

However, a person described above (the “voter”) may cast a vote on this Resolution 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

RESOLUTION 11 – APPROVAL OF TERMINATION BENEFITS

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

“That, for the purpose of sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the giving of termination benefits by the Company in connection with the Performance Rights the subject of Resolutions 5 to 11 inclusive, to a person or their associates in connection with that person ceasing to hold a managerial or executive office in the Company or a related body corporate of the Company, as detailed in the Explanatory Memorandum.”

Voting Prohibition Statement

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person described above (the “voter”) may cast a vote on this Resolution 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 appointed by writing that specifies the way the proxy is to vote on the Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

OTHER BUSINESS

To deal with any business that may be lawfully brought forward.

PROXIES

A Shareholder entitled to attend and vote at the Meeting has a right to appoint a proxy to attend and vote instead of the Shareholder. A proxy need not be a Shareholder and can be either an individual or a body corporate. If a Shareholder appoints a body corporate as a proxy that body corporate will need to ensure that it:

a) appoints an individual as its corporate representative to exercise its powers at the Meeting, in accordance with section 250D of the Corporations Act; and
b) provides the Company with satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

If such evidence is not received before the Meeting, then the body corporate (through its representative) will not be permitted to act as proxy.

A Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder's votes. Fractions of votes will be disregarded.

In order to vote on behalf of a company that is a Shareholder, a valid Power of Attorney in the name of the attendee, must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.

Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be lodged online at www.advancedshare.com.au/investor-login , posted or lodged at the registered office of the share registry (Advanced), at 110 Stirling Hwy, Nedlands WA 6009, or PO Box 1156 Nedlands WA 6909, by facsimile to (61 8) 6370 4203, or by email to [email protected] not less than 48 hours before the time of the Meeting or resumption of an adjourned meeting at which the person named in the instrument proposes to vote.

An instrument appointing a proxy:

a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;
b) may specify the manner in which the proxy is to vote in respect of a particular Resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the Resolution except as specified in the instrument;
c) shall be deemed to confer authority to demand or join in demanding a poll;
d) shall be in such form as the Directors determine and which complies with section 250A of the Corporations Act; and
e) which appoints the Chair as proxy but does not specify the way in which the proxy is to vote on a particular Resolution will be recorded as voting in favour of the Resolutions (subject to the other provisions of these notes on proxies and any required voting exclusions including those in the Notice) as this is the Chair’s voting intention.

Corporations

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” must be lodged with, or presented to, the Company before the commencement of the meeting. A Certificate of Appointment of Corporate Representative Form may be obtained from Advanced Share Registry or the Company.

Proxies given by corporate Shareholders must be executed in accordance with their constitutions or signed by a duly authorised attorney. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as proxy.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Undirected and Directed Proxies

The Company encourages all Shareholders who submit proxies to direct their proxy how to vote on each Resolution.

The Company will not disregard any votes cast on a Resolution by a person if the person is the Chair voting an undirected proxy and their appointment expressly authorises the Chair to exercise the proxy.

If you intend to appoint the Chair as your proxy, you can direct him how to vote by marking the boxes for each resolution (for example, if you wish to vote “For”, “Against” or “Abstain”), or you cannot mark any of the boxes

and give the Chair your express authority to vote your undirected proxy (in which case the Chair will vote in favour of all Resolutions).

If you intend to appoint a Director (other than the Chair) or another member of the Key Management Personnel, or their Closely Related Parties as your proxy, you must specify how they should vote on Resolutions 1, 5 to 11 by marking the appropriate boxes. If you don’t, your proxy will not be able to exercise your vote for Resolutions 1, 5 to 11. If the Chair is your proxy (or if they are appointed by default) but you do not direct them how to vote on a resolution (that is, you do not mark any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may then vote as they see fit on that resolution.

If you mark more than one box on an item your vote will be invalid on that item.

In accordance with the Corporations Act, any directed proxies that are not voted on a poll at the meeting will automatically default to the Chair, who is required to vote proxies as directed.

It is the Chair’s intention to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change their voting intention on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

DATED: 30 DECEMBER 2021

BY ORDER OF THE BOARD

MIKE ROBBINS COMPANY SECRETARY

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of Galan Lithium Limited in connection with the business specified to be conducted in the Notice of Annual General Meeting at the annual general meeting of Shareholders to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia at 10.30am (WST) on Friday 28 January 2022.

The purpose of this Explanatory Memorandum is to provide information that the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

The Notice of Meeting, Explanatory Memorandum and Proxy Form are all important documents. The Directors recommend that Shareholders read them carefully in their entirety before making a decision on how to vote at the Annual General Meeting.

A Glossary of terms frequently used in this Notice of Meeting and Explanatory Memorandum can be found at the end of this Explanatory Memorandum.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the 2021 Financial Report together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report thereon.

The Company will not provide a hard copy of the 2021 Financial Report to Shareholders unless specifically requested to do so. The 2021 Financial Report is available on its website at www.galanlithium.com.au.

2. ADOPTION OF REMUNERATION REPORT (RESOLUTION 1)

2.1 Background

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 Board or the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

2.2 Voting Consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report at the two consecutive annual general meetings, the company will be required to put to shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the company's AGM where the second consecutive strike is received. All of the directors, other than the Managing Director, who were in office when the Board approved the last Directors’ Report, will cease to hold 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 is approved will be the directors of the company.

The Audited Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Audited Remuneration Report is part of the Directors’ Report contained in the 2021 Financial Report.

At the Company’s previous annual general meeting, held on 27 November 2020, less than 25% of votes were cast against the remuneration report at that meeting. Accordingly the Spill Resolution is not relevant for this Annual General Meeting.

3. RE-ELECTION OF DIRECTOR – MR TERRY GARDINER (RESOLUTION 2)

3.1 Background

Clause 14.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of three (3), then the number nearest onethird, shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of three (3) years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election.

The Company currently has six (6) Directors and accordingly at least two (2) must retire by rotation.

Mr Terry Gardiner retires by rotation in accordance with the Constitution and, being willing and eligible for reelection, seeks re-election. The profile of Mr Gardiner is set out in the 2021 Financial Report.

Directors’ Recommendation

The Directors (other than Mr Gardiner) recommend that Shareholders vote in favour of Resolution 2.

4. RE-ELECTION OF DIRECTOR – MR DANIEL JIMENEZ (RESOLUTION 3)

4.1 Background

A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election.

The Company currently has six (6) Directors and accordingly at least two (2) must retire by rotation.

Mr Daniel Jimenez retires by rotation in accordance with the Constitution and, being willing and eligible for reelection, seeks re-election. The profile of Mr Jimenez is set out in the 2021 Financial Report.

Directors’ Recommendation

The Directors (other than Mr Jimenez) recommend that Shareholders vote in favour of Resolution 3.

5. APPROVAL OF ISSUE OF SHARES – EQUITY PLACEMENT (RESOLUTION 4)

5.1 General

Resolution 4 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue and allotment of up to 150,000,000 Shares to sophisticated and/or professional investors under any proposed private placement ( Proposed Private Placement ).

The net funds raised by any proposed issue of the Shares will contribute to cash reserves to enable Galan, where warranted, to further evaluate and develop their projects in Argentina and Australia, including, if warranted, for well drilling, bankable feasibility studies, camp accommodation, long lead equipment orders and a larger scale pilot plant, and for working capital purposes.

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 Proposed Private Placement does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

Resolution 4 seeks the required Shareholder approval to the Proposed Private Placement under and for the purposes of Listing Rule 7.1.

If Resolution 4 is passed, Galan will be able to proceed with the Proposed Private Placement to sophisticated and/or professional investors and raise funds for the purposes set out above. In addition, the Proposed Private Placement will be excluded from the calculation of the number of equity securities that Galan can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 4 is not passed, and Galan has the requisite capacity under Listing Rule 7.1, the issue of up to 150,000,000 Shares under the Proposed Private Placement will reduce to that extent the Company’s capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue of up to 150,000,000 Shares under the Proposed Private Placement.

5.2 ASX Listing Rule 7.3 Disclosure Requirements

The following information is provided for Resolution 5 in accordance with ASX Listing Rule 7.3:

(a) The name of the persons to whom the entity will issue the securities or the basis on which those persons were or will be identified or selected

The identity of the persons to whom the Shares will be issued and allotted is not yet known, however they will be sophisticated and/or professional investors identified by the Directors and/or clients of any nominated lead manager to the Proposed Private Placement, who will not be related parties of the Company or their associates.

(b) Number and class of securities the entity will issue

A maximum of 150,000,000 Shares will be issued. The Shares issued will rank equally in all respects with all other ordinary shares in the capital of the Company.

(c) The date or dates on or by which the entity will issue the securities .

The Shares will be issued by no later than 3 months after the date of this Meeting (or such later date as may be approved by ASX (including such later date as permitted by any ASX waiver or modification of the ASX Listing Rules). Allotment of the Shares may occur progressively.

(d) The price or other consideration the entity will receive for the securities

The issue price of the Shares will be no less than 80% of the volume weighted average price of Shares on the ASX for the 5 Trading Days immediately before the date of issue of the Shares.

(e) The purpose of the issue, including the intended use of any funds raised by the issue

The net funds raised by any proposed issue of the Shares will be used to further evaluate and develop their projects in Argentina and Australia, including, if warranted, for well drilling, bankable feasibility studies, camp accommodation, long lead equipment orders and a larger scale pilot plant, and for working capital purposes.

Directors' Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4, as it allows the Company greater flexibility to issue further securities representing up to 15% of the total number of Shares on issue in any 12 month period pursuant to Listing Rule 7.1 without Shareholder approval.

6. RESOLUTIONS 5-11 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTORS AND APPROVAL OF TERMINATION BENEFITS

6.1 Background to Resolutions 5, 6, 7, 8, 9, 10 and 11

The Company is proposing to issue a total of 9,000,000 Performance Rights in aggregate to Directors Juan Pablo Vargas de la Vega, Richard Homsany, Terry Gardiner, Chris Chalwell, Daniel Jimenez and Raymond Liu pursuant to Resolutions 5 to 10 (inclusive) respectively.

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

(a) a related party (ASX Listing Rule 10.11.1);
(b) 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 (ASX Listing Rule 10.11.2);
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (ASX Listing Rule 10.11.3);
(d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or
(e) a person whose relation with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders (ASX Listing Rule 10.11.5),

unless it obtains the approval of its shareholders.

The proposed issues of Performance Rights, the subject of Resolutions 5 to 10 inclusive, to Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu fall within ASX Listing Rule 10.11.1 as they are each related parties of the Company in their capacity as Directors. As the proposed issues do not fall within any of the exceptions in ASX Listing Rule 10.12 they therefore require the approval of Shareholders under ASX Listing Rule 10.11.

If Resolutions 5, 6, 7, 8, 9 and 10 are each passed, the Company will be able to proceed to issue the respective Performance Rights to Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu.

If Resolutions 5, 6, 7, 8, 9 and 10 are not passed, the Company will not be able to proceed to issue the respective Performance Rights to Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu.

Resolution 11 seeks Shareholder approval for the potential grant of termination benefits in connection with the proposed grant of Performance Rights under Resolutions 5, 6, 7, 8, 9 and 10, for the purposes of Sections 200B and 200E of the Corporations Act.

6.2 Terms and Conditions of the Performance Rights

The terms and conditions of the Performance Rights are summarised in Annexure A.

The Performance Rights will be issued for no consideration. No consideration is payable for the conversion of Performance Rights to Shares.

The Company is cognisant of the requirement to preserve cash, while providing the principal drivers of Shareholder value with appropriate incentives. The Board considered that a sustained and substantial target increase in the share price at 28.57%, 42.86%, 71.43%, 85.71% and 100% is not an easy target, but if the target is reached, then all Shareholders will benefit. This is an appropriate incentive for Directors.

The Performance Rights milestones will be based on adjusted share price milestone ( ASPM ) of one fully paid share in the capital of the Company. The price milestone target ascribed to each of the five performance hurdles will be the VWAP over 20 consecutive Trading Days on which Shares have actually traded adjusted to reflect the impact of any:

Share price appreciation;
Declared dividend;

Capital returns;
Cash or scrip or in specie distributions;
Bonus issues;
Share splits; and
• Share consolidations

For example, in the event of a declared dividend, the price milestone target will increase by the aggregate of any amount paid and the value of any associated tax credits.

The VWAP over 20 consecutive Trading Days on which Shares have actually traded price milestone target ascribed to each of the three performance hurdles is based on the share price of $1.75 as at the valuation date of 21 December and the ASPM as noted below.

Hurdle Number	Share Price at Valuation Date	Adjusted Share Price Milestone (ASPM)	%Value Increase	Performance Period
H1	$1.75	$2.25	28.57%	5years
H2	$1.75	$2.50	42.86%	5years
H3	$1.75	$3.00	71.43%	5years
H4	$1.75	$3.25	85.71%	5years
H5	$1.75	$3.50	100%	5years

Australian Accounting Standard 2 Share-based Payment (‘AASB 2’) states in paragraph 19 that vesting conditions, other than market conditions, shall not be taken into account when estimating the fair value of the shares or share options at the measurement date. Instead, vesting conditions shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods or services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. On the other hand, paragraph 21 states that market conditions, such as a target share price upon which vesting (or exercisability) is conditioned, shall be taken into account when estimating the fair value of the equity instruments granted.

Therefore, the assessments of performance hurdles 1, 2, 3, 4 and 5 are that they are market vesting conditions and in accordance with AASB 2, have been valued using a Monte Carlo simulation option pricing model based on the Share price of $1.75 as at the valuation date of 21 December 2021. Further information in relation to the valuation of these Performance Rights are listed in Annexure B.

			Distribution of Performance Rights	Distribution of Performance Rights	Distribution of Performance Rights
Share Value	ASPM	%Value Increase	Vargas de la Vega	Homsany	Gardiner	Chalwell	Jimenez	Liu
$2.25	$2.25	28.57%	400,000	200,000	200,000	100,000	200,000	100,000
$2.50	$2.50	42.86%	400,000	200,000	200,000	100,000	200,000	100,000
$3.00	$3.00	71.43%	400,000	200,000	200,000	100,000	200,000	100,000
$3.25	$3.25	85.71%	900,000	450,000	450,000	225,000	450,000	225,000
$3.50	$3.50	100%	900,000	450,000	450,000	225,000	450,000	225,000

A summary of the general terms and conditions of the Performance Rights to be issued (subject to Shareholder approval) is set out in Annexure A.

Annexure B sets out the valuation of the Performance Rights.

6.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit (which includes the issue of Performance Rights) to a related party of the Company unless either:

a) the giving of the financial benefit falls within one of the nominated exceptions of Chapter 2E of the Corporations Act; or
b) prior Shareholder approval is obtained for the giving of the financial benefit.

For the purposes of Chapter 2E, each Director is considered to be a related party of the Company. The proposed issue of Performance Rights to Directors and/or their nominee(s) involves the provision of a financial benefit to a related party of the Company. Section 211 of the Corporations Act provides an exception to the provisions of Chapter 2E where the financial benefit is remuneration that would be reasonable given the circumstances of the Company and the related party’s circumstances. The Board has determined that proposed grant of Performance Rights to Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu within the exemption contained in section 211 of the Corporations Act as reasonable remuneration.

6.4 ASX Listing Rule Disclosure Requirements

Pursuant to and in accordance with ASX Listing Rule 10.13 the following information is provided in relation to Resolutions 5 to 10 (inclusive):

a) Directors Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu (or their nominees) are the persons to whom equity securities (being Performance Rights) will be issued if Resolutions 5 to 10 (inclusive) are passed by Shareholders.
b) Each of Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu is a Director and is therefore a related party of the Company for the purposes of ASX Listing Rule 10.11.1.
c) 3,000,000 Performance Rights are proposed to be issued to Mr Vargas de la Vega pursuant to Resolution 5, 1,500,000 Performance Rights are proposed to be issued to Mr Homsany pursuant to Resolution 6, 1,500,000Performance Rights are proposed to be issued to Mr Gardiner pursuant to Resolution 7, 750,000 Performance Rights are proposed to be issued to Mr Chalwell pursuant to Resolution 8, 1,500,000 Performance Rights are proposed to be issued to Mr Jimenez pursuant to Resolution 9 and 750,000 Performance Rights are proposed to be issued to Mr Liu pursuant to Resolution 10.
d) The current remuneration packages of Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu are set out below:

Resolution	Director	Position	Annual remuneration including superannuation and non-cash benefits (A$ equivalent)	Estimated value of Performance Rights (Annexure B)	Total (annual remuneration plus estimated value of Performance Rights proposed to be issued)
5	Mr Vargas de la Vega	Managing Director	$308,000	$4,747,000	$5,055,400
6	Mr Homsany	Non-Executive Chairman	$66,000	$2,373,700	$2,439,700
7	Mr Gardiner	Non-Executive Director	$55,000	$2,373,700	$2,428,700
8	Mr Chalwell	Non-Executive Director	$39,600	$1,186,851	$1,226,451
9	Mr Jimenez	Non-Executive Director	$96,000 (*)	$2,373,700	$2,469,700
10	Mr Liu	Non-Executive Director	$39,600	$1,186,851	$1,226,451

- US$72,000 per annum
e) The expiry date of the Performance Rights is 5 years from the date of their grant. The other terms and conditions of the Performance Rights are set out in this Section 6 and in Annexure A.
f) The Performance Rights will be issued within one (1) month of the date of the Meeting or such later date as the ASX Listing Rules permit (including such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).
g) The Performance Rights are to be granted for nil consideration as an incentive and therefore no funds will be raised from their issue.

h) As at the date of this Notice, the Directors hold the following relevant interests in the securities in the Company:

Director	Ordinary Shares	Director Performance Rights held	Performance Shares held	Current Options held	Director Performance Rights proposed to be issued	Shareholding on a fully diluted basis*
Mr Vargas de la Vega	17,289,932	Nil	5,000,000	500,000	3,000,000	25,789,932
Mr Homsany	933,259	Nil	Nil	1,000,000	1,500,000	3,488,813
Mr Gardiner	6,448,600	Nil	Nil	1,807,143	1,500,000	10,062,886
Mr Chalwell	3,000,001	Nil	Nil	Nil	750,000	3,750,001
Mr Jimenez	2,004,471	Nil	Nil	1,324,442	1,500,000	4,828,913
Mr Liu	18,054,432	Nil	Nil	1,071,428	750,000	19,875,860

*Assuming Shareholders approve the issue of the Performance Rights to Directors that are subject to Resolutions 5 to 10 inclusive and all Performance Rights and current options are exercised.

i) If Shareholders approve Resolutions 5 to 10 inclusive, and all Performance Rights are issued and exercised, depending on the prevailing Share price at the time the Performance Rights are exercised (including all current unlisted Options and Performance Shares held by Directors and the Performance Rights the subject of Resolutions 5 to 10) it will dilute the holdings of existing Shareholders by approximately 2.77%.
j) The Directors consider that the incentive represented by the issue of Performance Rights is a cost effective and efficient incentive when compared to other forms of incentive such as cash, bonuses or increased remuneration.
k) The Company has valued the Performance Rights. See Annexure B for details of the valuation. Australian Accounting Standard 2 Share-based Payment (‘AASB 2’) states in paragraph 19 that vesting conditions, other than market conditions, shall not be taken into account when estimating the fair value of the shares or share options at the measurement date. Instead, vesting conditions shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods or services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. On the other hand, paragraph 21 states that market conditions, such as a target share price upon which vesting (or exercisability) is conditioned, shall be taken into account when estimating the fair value of the equity instruments grant. Due to the nature of the vesting conditions and the early stage nature of the company it is possible that the vesting conditions will not be met and thus no Performance Rights will vest. Therefore, the expense attributable to the Performance Rights and the value received by Directors from them could range between nil and the share price when the Performance Rights are granted. This valuation is not automatically the valuation for taxation purposes.
l) The Board recognises that the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations states that non-executive directors should not receive performance rights as part of their remuneration. Notwithstanding this, the Board considers the issue of Performance Rights to the Directors is appropriate in the circumstances for the reasons set out below:
(i) The Board has concluded that the totality of the Directors’ remuneration packages, including the equity component of such number of Performance Rights proposed to be issued to each Director under Resolutions 5 to 10 inclusive is fair and reasonable in the circumstances of the Company given its size and stage of development, market practice of other companies in the mineral exploration industry and given the necessity to attract and retain the highest calibre of skilled professionals to the Company whilst maintaining the Company’s cash reserves, and in light of the Directors’ management experience and knowledge of the mineral exploration industry.

The Board does not consider that there are any material taxation consequences or benefits foregone by the Company as a result of issuing the Performance Rights on the terms proposed.

Neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision as to whether it is in the best interests of the Company to pass the Resolutions other than as follows:

a) If all the Performance Rights the subject of Resolutions 5 to 10 inclusive are granted and exercised, then the Company’s fully paid share capital (based on the existing number of Shares and assuming no other Company securities are exercised or converted) will be diluted by 2.96%;
b) The Directors consider that the incentive represented by the grant of Performance Rights is a cost effective and efficient incentive when compared to other forms of incentive such as cash, bonuses or increased remuneration;
c) The primary purpose of the grant of Performance Rights is to provide an incentive to Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu. Given this purpose, the Directors do not consider that there is any opportunity cost or benefit foregone to the Company in granting the Performance Rights that are the subject of Resolutions 5 to 10 inclusive (other than as set out below); and
d) The Board has examined the individual remuneration packages of Directors to determine the fairness and reasonableness of the remuneration package. As part of the examination, the Board has reviewed the remuneration packages of industry executives and non-executives in similar roles. The Board considers the grants to Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu are appropriate in the circumstances for the reasons set out below.

No loans by the Company exist in relation to the proposed grant of the Performance Rights.

Based on its examination, the Board has concluded that the totality of Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu’s remuneration packages, including the equity component of up to 9,000,000 Performance Rights now to be considered for approval by Shareholders, is fair and reasonable in the circumstances of the Company given its size and stage of development, market practice of other companies in the mineral exploration industry and given the necessity to attract and retain the highest calibre of skilled professionals to the Company whilst maintaining the Company’s cash reserves, and in light of Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu’s significant management experience and knowledge of the and energy metals and mineral exploration industry.

Accounting standards require that granted Performance Rights be valued and expensed. The Directors do not consider that there are any other opportunity costs to the Company or benefits forgone by the Company in respect of the proposed issue of Performance Rights pursuant to Resolutions 5 to 10 inclusive.

The last available price of Shares quoted on ASX prior to the date of this Notice of Meeting on 29 December 2021 was $1.96. The highest price for Shares trading on ASX over the last 12 months was $2.07 on 29 December 2021 and the lowest price in that period was $0.365 on 31 December 2020.

6.5 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that prior approval of shareholders is required for an issue of equity securities if the equity securities will, when aggregated with the equity securities issued by a company during the previous 12 months, exceed 15% of the number of ordinary shares on issue at the commencement of that 12 month period.

Approval pursuant to ASX Listing Rule 7.1 is not required (under Exception 14 to ASX Listing Rule 7.1) in order to issue the Performance Rights to Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu and/or their nominee(s) as approval is being obtained under ASX Listing Rule 10.11.

Shareholders should note that the issue of securities to Messrs Vargas de la Vega, Homsany, Gardiner, Chalwell, Jimenez and Liu and/or their nominee(s) will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

The Company is seeking approval to assist the Company in meeting its existing obligations to Directors and to provide the Company with the flexibility to continue to remunerate Directors fairly and responsibly.

6.6 Section 200B of the Corporations Act

The Corporations Act restricts the benefits which can be given to certain persons (those who hold a managerial or executive office, as defined in the Corporations Act) on leaving their employment or office with the company or any of its related bodies corporate. Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office in the company or its related bodies corporate if it is approved by shareholders or an exemption applies. This applies to all Directors and to all key management personnel of the Company (that is, to all persons whose remuneration is required to be disclosed in the Remuneration Report), including those who are not Directors. Additionally, persons subject to the restrictions remain subject to them for at least three years after they cease to hold a managerial or executive office.

Under the terms and conditions of the proposed Performance Rights (the subject of Resolutions 5 to 10 inclusive), circumstances in which the early vesting of Performance Rights are permitted at the Board’s discretion include termination of a participant’s employment, engagement or office with the Company due to death, permanent incapacity, mental incapacity, redundancy, resignation, retirement or any other reason the Board decides, or in other circumstances where the Board exercises its discretion to allow early vesting as well as change of control events. The termination “benefit” under section 200B of the Corporations Act has a wide operation and relevantly includes, in the context of Resolutions 5 to 10 inclusive, the early vesting of Performance Rights upon the exercise of the Board’s discretion or the Board determining to provide that the Director’s Performance Rights do not lapse but will continue and be vested in the ordinary course. The terms and conditions of the Performance Rights are set out in Annexure A.

Resolution 11 seeks approval of any “termination benefit” that may be provided to a participant under the terms and conditions of the Performance Rights proposed to be granted to Directors pursuant to Resolutions 5 to 10 inclusive, to the extent permitted by law.

Specifically, Shareholder approval is being sought to give the Board (or the Board’s delegate) the capacity to exercise certain discretions under the terms and conditions of the Performance Rights proposed to be issued to Directors pursuant to Resolutions 5 to 10 inclusive including the discretion to determine to vest some or all of the unvested Performance Rights of any such Director.

The Company is seeking approval to assist the Company in meeting its existing obligations to the Directors and employees of the group, and to provide the Company with the flexibility to continue to remunerate employees fairly and responsibly.

If the relevant Shareholder approvals are obtained under Resolutions 5 to 11, and the Board exercises its discretion to vest some or all of an affected participant’s unvested Performance Rights, (or to provide that the participant’s Performance Rights do not lapse but will continue and be vested in the ordinary course), the value of these benefits will be disregarded when calculating the relevant participant’s statutory cap for the purposes of section 200F(2)(b) or section 200G(1)(c) of the Corporations Act.

The Company will comply with the requirements of ASX Listing Rule 10.19 in the event that an officer of the Company or any of its subsidiaries is entitled to termination benefits exceeding 5% of the Company’s equity interests.

6.7 Section 200E of the Corporations Act

Section 200E of the Corporations Act requires certain information to be provided to shareholders in approving a termination benefit. Whilst the value of the proposed termination benefits cannot currently be ascertained, the manner in which the value of the proposed termination benefits is calculated, and the matters, events and circumstances that will, or are likely to, affect the calculation of the value are as follows:

(a) Details of the termination benefits

The terms and conditions of the Performance Rights contain provisions dealing with the early vesting of unvested Performance Rights in certain circumstances. For example, where the holder’s office with the Company is terminated before the Performance Rights have vested, the Performance Rights may vest in the Board’s discretion and the basis on which vesting may occur (which may include, without limitation, timing and conditions). Similarly, if a “change of control” occurs, the Board may determine that some or all of a participant’s unvested Performance Rights will vest. The Board may also determine to provide that the participant’s Performance Rights do not lapse but will continue and be vested in the ordinary course. The exercise of these and other discretions in the terms and conditions of the Performance Rights will constitute a “benefit” for the purposes of the Corporations Act’s termination benefits provisions.

(b) Value of the termination benefits

The value of the termination benefits under the proposed terms and conditions of the Performance Rights cannot be determined in advance as various matters will, or are likely to affect that value. The value of a particular benefit will depend on the Company’s Share price at the time of vesting and the number of Performance Rights that vest or the Board decides to vest. Some of the future factors that may affect the value of the termination benefits are as follows:

(i) the holder’s length of service and the proportion of any relevant performance periods that have expired at the time their office is terminated;
(ii) the holder’s total fixed remuneration at the time the Performance Rights are issued and at the time they leave employment/office; and
(iii) the number of unvested Performance Rights held at the time their office is terminated; and
(iv) the reasons for termination of their office.

GLOSSARY

In the Notice of Meeting (including the Annexures thereto) and the Proxy Form, the following terms have the following meanings unless they are otherwise defined or the context otherwise requires:

$ means Australian dollars.

2021 Financial Report means the Company’s financial report for the financial year ended 30 June 2021, which can be downloaded from the Company’s website at www.galanlithium.com.au.

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

ASIC means the Australian Securities and Investments Commission.

ASPM means adjusted share price milestone.

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

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

Board means the board of Directors.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chairperson 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 Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) that may be made for this purpose.

Company or Galan means Galan Lithium Limited ACN 149 349 646.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) and the regulations promulgated under it, each as amended from time to time.

Director means a director of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying and forming part of the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Memorandum and the Proxy Form.

Option means an option to acquire a Share.

Performance Right means a performance right in the Company on the terms and conditions set out in Annexure A.

Proxy Form means the proxy form accompanying and forming part of the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the 2021 Financial Report.

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

Securities means Shares and Options.

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

Shareholder means a holder of a Share.

Special Resolution has the meaning under the Corporations Act. A special resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Trading Day means a day determined by ASX to be a trading day and notified to market participants being:

(a) a day other than:
(i) a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and
(ii) any other day which ASX declares and publishes is not a trading day; and
(b) notwithstanding (a), a day which for the purposes of settlement, ASX declares is a trading day notwithstanding that dealings between market participants are suspended on that day.

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

Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

ANNEXURE A – SUMMARY OF THE GENERAL TERMS AND CONDITIONS OF THE PERFORMANCE RIGHTS

Performance Rights are being considered for approval by Shareholders at the General Meeting. The performance milestones for these Performance Rights are share price milestones set out elsewhere in this Notice and specified in Annexure B. A summary of their general terms and conditions is set out below:

(a) ( Tax ): Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth), as amended from time to time applies to the terms and conditions of the Performance Rights including to all Shares that issued upon exercise of a Performance Right.

Despite any other provision of the Performance Rights terms and conditions no Participant is entitled to be issued Performance Rights if before or immediately after that person is issued with the Performance Rights:

(i) the person and their associates holds a beneficial interest in more than 10% of the total Shares on issue or that would be on issue if all Performance Rights and other convertible securities issued by the Company were exercised into Shares; and
(ii) the person and their associates are in a position to cast, or to control the casting of, more than 10% of the maximum number of votes that might be cast at a general meeting of the Company if all Performance Rights and other convertible securities issued by the Company were exercised into Shares.
(b) ( Purpose ): The purpose of the issue of Performance Rights is to:
(i) assist in the reward, retention and motivation of recipients of the Performance Rights (“ Participants ”);
(ii) establish a method by which Participants can participate in the future growth and profitability of the Company;
(ii) link the reward of Participants to Shareholder value creation;
(iii) align the interests of Participants with shareholders of the Group (being the Company and each of its associated bodies corporate), by providing an opportunity to Participants to receive an equity interest in the Company in the form of Securities; and
(iv) attract and retain a high standard of managerial and technical personnel for the benefit of the Company.
(c) ( Administration ): The terms and conditions of the Performance Rights will be administered by the Board. The Board may exercise any power or discretion conferred on it by the terms and conditions in its sole and absolute discretion. The Board may delegate its powers and discretion.
(d) ( Eligibility, invitation and application ): The Board may from time to time make an invitation to a Participant to apply for Performance Rights on such terms and conditions as the Board decides. On receipt of an Invitation, a Participant may apply for the Performance Right the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from a Participant in whole or in part. If a Participant is permitted in the invitation, the Participant may, by notice in writing to the Board, nominate a party in whose favour the Participant wishes to renounce the invitation.
(e) ( Grant of Performance Right s): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Performance Rights subject to the terms and conditions set out in the invitation and any ancillary documentation required.
(f) ( Terms of Performance Rights ): Each Performance Right represents a right to acquire one Share, subject to the terms and conditions of the Performance Right which include a performance condition. Prior to a Performance Right being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Performance Right by virtue of holding the Performance Right. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Performance Right that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Performance Right that has been granted to them.
(g) ( Vesting of Performance Rights ): Any performance conditions applicable to the grant of Performance Rights will be described in the invitation. If all the performance conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Performance Rights are entitled to be converted into Shares. Unless and until the vesting notice is issued by the Company, the Performance Rights will not be considered to have vested.

For the avoidance of doubt, if the vesting conditions relevant to a Performance Right are not satisfied and/or otherwise waived by the Board, that Performance Right will lapse.

(h) ( Exercise of Performance Rights ): To exercise a Performance Right after a vesting notice is issued by the Company, the Participant must deliver a signed notice of exercise within 15 years from the date of issue of the Performance Right. More than one signed Notice of Exercise can be delivered by a Participant in relation to a holding of Performance Rights from the date of a vesting notice until the date that is 15 years from the date of issue of the Performance Right.

A Performance Right may not be exercised unless and until that Performance Right has vested in accordance with the terms and conditions of the Performance Right, or such earlier date as set out in the terms and conditions of the Performance Right.

(i) ( Delivery of Shares on exercise of Performance Rights ): As soon as practicable after the valid exercise of a Performance Right by a Participant and by no later than 10 Business Days, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled and issue a substitute certificate for any remaining unexercised Performance Rights held by that Participant.
(j) ( Forfeiture or non forfeiture of Performance Rights ): Where a Participant who holds Performance Rights ceases to be an employee, director, contractor or consultant of the Company, all unvested Performance Rights will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Performance Rights to vest or remain non forfeited.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Performance Rights held by that Participant to have been forfeited. Unless the Board otherwise determines, or as otherwise set out in the terms and conditions of the Performance Right:

(i) any Performance Rights which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met; and
(ii) any Performance Rights which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

Good Leaver Where a Participant (who, or whose nominated party, holds Performance Rights) becomes a Good Leaver, unless the Board determines otherwise vested Performance Rights that have not been exercised will continue in force and remain exercisable until the Expiry Date and unvested Performance Rights will be forfeited unless the Board determines otherwise. A Good Leaver means a Participant (who, or whose nominated party, holds Performance Rights) who ceases employment, office or engagement with any Group Company ceases and who is not a Bad Leaver, and includes where a Participant’s employment, office or engagement ceases due to death, permanent incapacity, mental incapacity, redundancy, resignation, retirement or any other reason the Board decides.

A Bad Leaver Unless the Board determines otherwise, where a Participant (who, or whose nominated party, holds Performance Rights) becomes a Bad Leaver unvested Performance Rights will be forfeited and vested Performance Rights that have not been exercised will be forfeited on the date of the cessation of employment or office of such Participant in accordance with clause 10. A Bad Leaver means a Participant (who, or whose nominated party, holds Performance Rights) whose employment, office or engagement with a Group Company ceases in any of the following circumstances: (i) the Participant's employment or engagement is terminated, or the Participant is dismissed from office, due to serious and wilful misconduct; a material breach of the terms of any contract of employment, engagement or office entered into by a Group Company and the Participant; gross negligence; or any other conduct justifying termination of employment, engagement or office without notice either under the Participant's contract of employment or engagement or office, or at common law; (ii) the Participant ceases his or her employment or engagement or office for any reason, and breaches a post-termination restriction contained in the Participant’s employment contract; or (iii) the Participant becomes ineligible to hold his or her office for the purposes of Part 2D.6 (disqualification from managing corporations) of the Corporations Act.

Board Discretion If the circumstances for a forfeiture of Performance Rights exist, the Board may decide (on any conditions which it thinks fit) that some or all of the Participant's Performance Rights will not be forfeited at that time, but will be forfeited at the time and subject to the conditions it may specify by written notice to the Participant.

(k) ( Change of control ): If a change of control event occurs in relation to the Company or a subsidiary, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Performance Rights will be dealt with, including, without

limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event. This includes allowing a Performance Right to vest without the corresponding performance condition having been met.

(l) ( Rights attaching to New Shares ): All Shares issued under the Performance Rights, or issued or transferred to a Participant upon the valid exercise of a Performance Right, ( New Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the New Shares and may participate in any dividend reinvestment plan operated by the Company in respect of New Shares. A Participant may exercise any voting rights attaching to New Shares.
(m) ( Disposal restrictions on New Shares ): If the invitation provides that any Performance Right subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Performance Right is subject to any such disposal restrictions, the Participant will not:

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Performance Right; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(n) ( Adjustment of Performance Rights ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the basis for adjustment of the conversion of Performance Rights into Shares will be reconstructed in the same proportion as the issued capital of the Company is reconstructed and in a manner which will not result in any additional benefits being conferred on the Participant which are not conferred on the shareholders of the Company, (subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) but in all other respects the terms for conversion of the Performance Rights will remain unchanged and with the intention that no detriment will be caused to the holder of a Performance Right.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Performance Rights is entitled, upon exercise of the Performance Rights, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Performance Rights are exercised or the number of Performance Rights held by a Participant shall be increased by the same number as the number of bonus shares that would have been received by the Participant had the Performance Rights been Shares.

Unless otherwise determined by the Board, a holder of Performance Rights does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights. In the case of general rights issues to Shareholders there will be no adjustment to the Performance Rights. However, the Board may consider issuing options:

(i) of a number up to the number of Shares to which the Participant would have been entitled had the Performance Rights been Shares; and
(ii) the exercise price of such options will be equal to the amount payable by Shareholders to exercise a right to acquire a Share.
(o) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Performance Rights and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Performance Rights (such as bonus issues or entitlement issues) without exercising the Performance Rights into Shares.
(p) ( Amendment of Performance Rights Rules ): Subject to the following paragraph and to the extent allowed under applicable laws, the Board may at any time amend any provisions of the Performance Rights rules, including (without limitation) the terms and conditions upon which any Performance Rights have been issued and determine that any amendments to the Performance Rights n rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Performance Rights rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(q) ( Cancellation ): If a Participant and the Company (acting by the Board) agree in writing that some or all of the Performance Rights granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Performance Rights may be cancelled in the manner agreed between the Company and the Participant.
(r) ( Expiry ): A Performance Right will expire on the date that is 5 years from its date of issue
(s) ( Consideration ): The Performance Rights will be granted for nil cash consideration and no consideration will be payable upon the issue of Shares upon the vesting and exercise of the Performance Rights.
(t) ( Exercise Price ): The Exercise Price of each vested Performance Right is nil.
(u) ( No return of capital rights ): A Performance Right does not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
(v) ( No rights on winding up ): A Performance Right has no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.
(w) ( No voting rights ): The Performance Rights do not confer on the holder an entitlement to vote at general meetings of the Company.
(x) ( No dividend rights ): The Performance Rights do not confer on the holder an entitlement to receive dividends, whether fixed or at the discretion of the directors.
(y) ( Shares issued on exercise): Shares issued upon conversion of the Performance Rights will rank pari passu with the Company’s existing Shares on issue in all respects.
(z) ( Entitlement ): Subject to satisfaction of the performance condition of the Performance Right, each Performance Right referred to in this Notice, once vested, entitles the holder, on exercise, to one hare). If the performance condition of the Performance Right is not satisfied or waived, the Performance Right will lapse without being exercised into a Share.
(aa) ( Takeover Provisions ): If the conversion of Performance Rights under these terms and conditions would result in any person being in contravention of section 606(1) of the Corporations Act then the conversion of Performance Rights that would cause the contravention will be deferred until such time or times thereafter that the conversion would not result in a contravention of section 606(1).

ANNEXURE B – VALUATION OF PERFORMANCE RIGHTS (RESOLUTIONS 5 TO 10)

Valuation

Share price appreciation,
Declared dividend,
Capital returns,
Demergers,
Cash or scrip or in specie distributions,
Bonus issues,
Share splits, and
Share consolidations.

The VWAP over 20 consecutive Trading Days on which Shares have actually traded AP price milestone target ascribed to each of the performance hurdles are noted below:

Hurdle number	Share value	APSM	% Value Increase	Performance Period
H1	$1.75	$2.25	28.57%	5 years
H2	$1.75	$2.50	42.86%	5 years
H3	$1.75	$3.00	71.43%	5 years
H4	$1.75	$3.25	85.71%	5 Years
H5	$1.75	$3.50	100%	5 Years

Therefore, our assessments of performance hurdles relating to the proposed issue of 9,000,000 performance rights are that they are market vesting conditions and in accordance with AASB 2, have been valued using a Monte Carlo simulation option pricing model based on the Share Price as at the valuation date of 21 December 2021 of $1.75. See the table below which lists the variables used as the basis for the valuation. There is no exercise price paid for the Performance Rights.

Valuation of Performance Rights based on Monte Carlo valuation model

Hurdles	No. Rights Grant Date Expiry Date Expiry Period (Yrs.) Performance Measurement Period 20 Day VWAP Share Price Target Vesting Conditions Volatility Continuously Compounded RFR Dividend Yield Fair Value	Total Value
H1 H2 H3 H4 H5	1,200,000 17/12/21 17/12/26 5.00 5.00 $2.25 Market Vesting 90 1.361% 0% $1.654 1,200,000 17/12/21 17/12/26 5.00 5.00 $2.50 Market Vesting 90 1.361% 0% $1.631 1,200,000 17/12/21 17/12/26 5.00 5.00 $3.00 Market Vesting 90 1.361% 0% $1.586 2,700,000 17/12/21 17/12/26 5.00 5.00 $3.25 Market Vesting 90 1.361% 0% $1.565 2,700,000 17/12/21 17/12/26 5.00 5.00 $3.50 Market Vesting 90 1.361% 0% $1.545 9,000,000	$1,984,800 $1,957,200 $1,903,200 $4,225,500 $4,171,502
		$14,242,202

A further breakdown of the individual Directors’ valuations is as follows:

Juan Pablo Vargas de la Vega

Hurdles H1 H2 H3 H4 H5 Richard Homsany Hurdles H1 H2 H3 H4 H5 Terry Gardiner Hurdles H1 H2 H3 H4 H5 Daniel Jimenez Hurdles H1 H2 H3 H4 H5	Number of Performance Rights Value per Performance Right 400,000 400,000 400,000 900,000 900,000 $1.654 $1.631 $1.586 $1.565 $1.545 3,000,000 Number of Performance Rights Value per Performance Right 200,000 200,000 200,000 450,000 450,000 $1.654 $1.631 $1.586 $1.565 $1.545 1,500,000 Number of Performance Rights Value per Performance Right 200,000 200,000 200,000 450,000 450,000 $1.654 $1.631 $1.586 $1.565 $1.545 1,500,000 Number of Performance Rights Value per Performance Right 200,000 200,000 200,000 450,000 450,000 $1.654 $1.631 $1.586 $1.565 $1.545 1,500,000	Total Value $661,600 $652,400 $634,400 $1,408,500 $1,390,500
		$4,747,400
		Total Value $330,800 $326,200 $317,200 $704,250 $695,250
		$2,373,700
		Total Value $330,800 $326,200 $317,200 $704,250 $695,250
		$2,373,700
		Total Value $330,800 $326,200 $317,200 $704,250 $695,250
		$2,373,700

Chris Chalwell

lwell
Hurdles H1 H2 H3 H4 H5	Number of Performance Rights Value per Performance Right 100,000 100,000 100,000 225,000 225,000 $1.654 $1.631 $1.586 $1.565 $1.545 750,000	Total Value $165,400 $163,100 $158,600 $352,125 $347,626
		$1,186,851

Raymond Liu

Liu
Hurdles H1 H2 H3 H4 H5	Number of Performance Rights Value per Performance Right 100,000 100,000 100,000 225,000 225,000 $1.654 $1.631 $1.586 $1.565 $1.545 750,000	Total Value $165,400 $163,100 $158,600 $352,125 $347,626
		$1,186,851

LODGE YOUR PROXY APPOINTMENT ONLINE

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below and enter your registered postcode.

It is a fast, convenient and a secure way to lodge your vote.

2021 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Galan Lithium Limited and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of the  PLEASE NOTE: If you leave the section blank, the OR Meeting Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at The Park Business Centre, 45 Ventnor Ave, West Perth WA 6005 on Friday, 28 January 2022 at 10:30am (WST) and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Items. In exceptional circumstances, the Chair may change his/her voting intentions on any Item. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related items: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Items 1, 5 to 11 (except where I/we have indicated a different voting intention below) even though these items are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair. I/we acknowledge the Chair of the Meeting intends to vote all undirected proxies available to them in favour of each Resolutions 1 to 11 inclusive.

VOTING DIRECTIONS

	VOTING DIRECTIONS
	Resolutions		For	Against	Abstain*
	1 Adoption of Remuneration Report		◼	◼	◼
	2 Re-election of Director – Mr TerryGardiner		◼	◼	◼
	3 Re-election of Director – Mr Daniel Jimenez		◼	◼	◼
STEP 2	4 Approval of issue of shares – EquityPlacement 5 Approval of issue of Performance Rights to Mr Juan Pablo Vargas De La Vega, Director 6 Approval of issue of Performance Rights to Mr Richard Homsany, Director 7 Approval of issue of Performance Rights to Mr Terry Gardiner, Director 8 Approval of issue of Performance Rights to Mr Chris Chalwell, Director		◼ ◼ ◼ ◼ ◼	◼ ◼ ◼ ◼ ◼	◼ ◼ ◼ ◼ ◼
	9 Approval of issue of Performance Rights to Mr Daniel Jimenez, Director		◼	◼	◼
	10 Approval of issue of Performance Rights to Mr Raymond Liu, Director		◼	◼	◼
	11 Approval of Termination Benefits		◼	◼	◼

	* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a your votes will not be counted in computing the required majority on a poll. 		show of hands or on a poll and
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1 (Individual) Joint Shareholder 2 (Individual)	Joint Shareholder 3 (Individual)
STEP 3	Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend
	remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on an item, your vote on that item will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Items 1, 5 to 11, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Items 1, 5 to 11.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item), the Chair may vote as they see fit on that item.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy, you must:

(a) on each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

Where the company has a Sole Director, who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10:30am (WST) on Wednesday, 26 January 2022, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

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BY FAX +61 8 6370 4203 BY EMAIL [email protected]

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IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009

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ALL ENQUIRIES TO Telephone: +61 8 9389 8033

By lodging your proxy votes, you confirm to the company you a that you are in compliance with Listing Rule 14.11.

AI assistant

GALAN LITHIUM LIMITED — AGM Information 2021

64995_rns_2021-12-29_b8d5d6b1-59d7-4b8e-8d9a-ddf0cdca226f.pdf