GENMIN LIMITED — AGM Information 2022

Apr 25, 2022

==> picture [409 x 105] intentionally omitted <==

26 April 2022

Dear shareholder,

Genmin Limited ABN 81 141 425 292 ( Company ) wishes to advise that its annual general meeting ( AGM ) will be held at 3.00pm (AWST) on Thursday, 26 May 2022 .

In light of the uncertainty and potential health risks associated with large gatherings during the COVID-19 pandemic, there will not be a physical venue available for shareholders to attend in person and the AGM will be held virtually. Shareholders will be able to participate in the AGM, ask questions and make comments in real time via the Zoom Teleconference, with online voting conducted via Computershare Meeting Platform.

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the notice of annual general meeting unless a shareholder has made a valid election to receive documents in hard copy.

Instead, the notice of annual general meeting and accompanying explanatory materials ( Meeting Materials ) are being made available to shareholders electronically and can be viewed and downloaded at the following link:

https://www.genmingroup.com/investors/asx-announcements/

How to participate and vote live online

You can participate in the AGM online via the Zoom Teleconference. To join the Zoom Teleconference from your computer, you will need to enter the URL below into your browser and register your details in advance of the AGM.

https://us06web.zoom.us/meeting/register/tZcpcu2gpzotE9PCL0KlbHBri_tTvdc4_FPs

After registering, you will receive a confirmation email containing information about how to join the AGM via the Zoom Teleconference.

All shareholders and visitors are requested to join the AGM via the Zoom Teleconference 10 minutes prior to the commencement of the AGM so that all participants can be identified and registered for the AGM prior to the commencement of the AGM.

Arrangements have been made with the Company’s share registry for shareholders who wish to participate in and vote online with Computershare Meeting Platform at the AGM. To access the Computershare Meeting Platform, please follow the instructions below.

To participate in the AGM, you can log in by entering the following URL http://meetnow.global/MMXLPQR on your computer, tablet or smartphone. Online registration will open 30 minutes before the AGM.

GENMIN LIMITED | ASX:GEN | ACN 141 425 292

Address: London House, Suite 3, Level 8, 216 St Georges Terrace, Perth Western Australia 6000 Phone: +61 8 9200 5812 | Email: admin@genmingroup.com

Samples/000001/000002/i12

==> picture [596 x 88] intentionally omitted <==

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the AGM to obtain their login details. To participate in the AGM online follow the instructions below.

Step 1: Click on ‘Join Meeting Now’.

Step 2: Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 prior to the AGM to obtain their login details.

Step 3: Enter your postcode registered to your holding if you are an Australian security holder. If you are an overseas security holder select the country of your registered holding from the drop-down list.

Step 4: Accept the Terms and Conditions and ‘Click Continue’.

You can cast votes at the appropriate times while the AGM is in progress.

How to ask questions

Shareholders will be given an opportunity to ask questions at the AGM, however, we welcome questions from shareholders before the AGM. Questions should relate to matters relevant to the business of the AGM (including matters arising from the Financial Report, the Directors’ Report including the remuneration report or the content of the auditor’s report), general questions regarding the performance, business or management of the Company, and relevant questions about the conduct of the audit.

You can ask the Company or the auditor a question prior to the AGM by email to marnie.yazmadjian@genmingroup.com. Your questions must be received on or before 23 May 2022.

The chair of the AGM will endeavour to answer as many of the frequently asked questions as possible at the AGM. However, there may not be sufficient time available at the AGM to address all of the questions raised. The Company and its auditor will not be sending individual replies.

Your proxy voting instruction must be received by 3.00pm (AWST) on Tuesday, 24 May 2022 , being not later than 48 hours before the commencement of the AGM. Any proxy voting instructions received after that time will not be valid for the scheduled AGM. The Company strongly encourages all shareholders to submit their personalised proxy form as instructed prior to the AGM.

The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Further information and support on how to use the Computershare Meeting Platform for the AGM is available by calling Computershare. Should you have any difficulties, you can contact the registry by telephone on 1300 850 505 (within Australia) and +61 3 9415 4000 (overseas).

Yours sincerely,

Leonard Math Company Secretary

genmingroup.com | ASX:GEN

2

==> picture [596 x 368] intentionally omitted <==

Notice of Annual General Meeting

Thursday 26 May 2022 via Zoom Teleconference

Notice is hereby given that the annual general meeting ( AGM ) of Genmin Limited ABN 81 141 425 292 ( Company ) will be held at 3.00pm (AWST) on 26 May 2022 .

In light of the uncertainty and potential health risks associated with large gatherings during the COVID-19 pandemic, there will not be a physical venue available for Shareholders to attend in person and the AGM will be held virtually. Shareholders will be able to participate in the AGM, ask questions and make comments in real time via the Zoom Teleconference, with online voting conducted via Computershare Meeting Platform.

Explanatory Materials accompany and form part of this Notice of Meeting and provide additional information on the Resolutions to be considered at the AGM. Terms used in this Notice of Meeting and the Explanatory Materials are defined in the Glossary.

This Notice of Meeting and the Explanatory Materials should be read in their 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 Meeting please do not hesitate to contact Ms Marnie Yazmadjian on (+61 8) 9200 5812.

GENMIN LIMITED | ASX:GEN | ACN 141 425 292 | ABN 81 141 425 292 Address: London House, Suite 3, Level 8, 216 St Georges Terrace, Perth Western Australia 6000 Phone: +61 8 9200 5812 | Email: admin@genmingroup.com | Web: genmingroup.com

Genmin Limited - 2022 Notice of Annual General Meeting

AGENDA

ORDINARY BUSINESS

1. Financial Reports

To receive and consider the financial report of the Company and the reports of the Directors and auditor for the year ended 31 December 2021.

Shareholders are invited to ask questions or make comments on these reports. A representative of the Company’s auditor will be at the AGM to respond to any questions raised of the auditor or on the auditor’s report in accordance with the Corporations Act.

Note: There is no requirement for Shareholders to approve these reports.

2. Resolution 1 – Re-election of Director – Mr Salvatore Pietro Amico

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

“That Mr Salvatore Pietro Amico, being a Director who retires by rotation in accordance with the Constitution and the Listing Rules and, being eligible, offers himself for re-election as a Director, is re-elected as a Director.”

3. Resolution 2 – Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:

“That the Remuneration Report for the year ended 31 December 2021 be adopted.”

Note: The Remuneration Report is set out in the 2021 Annual Report of the Company. In accordance with the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting prohibition statement: The Company will disregard any votes cast on Resolution 2:

• by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the remuneration report for the year ended 31 December 2021 or a Closely Related Party of any such member of the Key Management Personnel (regardless of the capacity in which the vote is cast); or

• as a proxy by a person who is a member of the Key Management Personnel at the time of the AGM or by a Closely Related Party of any such member of the Key Management Personnel,

unless the vote is cast as proxy for a person entitled to vote on Resolution 2 and:

• the vote is cast in accordance with a direction on the Proxy Form specifying how the proxy is to vote on the resolution; or

• the vote is cast by the Chairman of the AGM and the Proxy Form expressly authorises the Chairman to exercise the proxy and vote as the Chairman decides even though the resolution is connected directly or indirectly with the remuneration of members of the Key Management Personnel.

genmingroup.com | ASX:GEN

1

Genmin Limited - 2022 Notice of Annual General Meeting

SPECIAL BUSINESS

4. Resolution 3 – Approval of grant of Performance Rights to Mr Giuseppe Vince Ariti

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

“That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant 2,735,000 Performance Rights to Mr Giuseppe Vince Ariti, Managing Director and Chief Executive Officer, or his nominee, under the Company’s Performance Rights Plan on the terms set out in the Explanatory Materials.”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Performance Rights Plan (including Mr Giuseppe Vince Ariti); or

• an associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 3 by:

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

• the chair of the meeting as proxy 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

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

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

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

Voting prohibition statement: A vote on Resolution 3 must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Excluded Party ). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of an Excluded Party.

Further, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 3 if:

• the proxy is either:

• a member of the Key Management Personnel; or

• a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chairman is not an Excluded Party, the above prohibition does not apply if:

• the proxy is the Chairman; and

• the appointment expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

genmingroup.com | ASX:GEN

2

Genmin Limited - 2022 Notice of Annual General Meeting

5. Resolution 4 – Approval of grant of Performance Rights to Mr Salvatore Pietro Amico

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

“That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant 480,000 Performance Rights to Mr Salvatore Pietro Amico, NonExecutive Director, or his nominee, under the Company’s Performance Rights Plan on the terms set out in the Explanatory Materials.”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

• a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Performance Rights Plan (including Mr Salvatore Pietro Amico); or

• an associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 4 by:

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

• the chair of the meeting as proxy 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

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

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

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

Voting prohibition statement: A vote on Resolution 4 must not be cast (in any capacity) by or on behalf of an Excluded Party. However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of an Excluded Party.

Further, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 4 if:

• the proxy is either:

• a member of the Key Management Personnel; or

• a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chairman is not an Excluded Party, the above prohibition does not apply if:

• the proxy is the Chairman; and

• the appointment expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

genmingroup.com | ASX:GEN

3

Genmin Limited - 2022 Notice of Annual General Meeting

6. Resolution 5 – Approval of

Additional 10% Placement Capacity

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

“That, for the purposes of Listing Rule 7.1A and all other purposes, approval be given for the Company to issue Equity Securities of up to 10% of the issued share capital of the Company (at the time of issue or agreement to issue) calculated in accordance with the formula prescribed by Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Materials.”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 5 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 that person or those persons.

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

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

• the chair of the meeting as proxy 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

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

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

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

Date: 26 April 2022

BY ORDER OF THE BOARD

==> picture [132 x 50] intentionally omitted <==

Giuseppe Vince Ariti

Managing Director and Chief Executive Officer Genmin Limited

genmingroup.com | ASX:GEN

4

Explanatory Materials

EXPLANATORY MATERIALS

These Explanatory Materials form part of the Notice of Meeting and have been prepared to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice of Meeting.

A Proxy Form is located at the end of the Explanatory Materials.

Voting entitlements

The Board has determined that under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the AGM, Shares will be taken to be held by the persons who are the registered holders at 5.00pm (AWST) on 24 May 2022. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Chairman

Mr Michael Arnett will act as Chairman of the AGM (and, if Mr Michael Arnett is unable to attend, another Director will act as Chairman of the AGM).

Meeting information

How to participate and vote live online

You can participate in the AGM online via the Zoom Teleconference. To join the Zoom Teleconference from your computer, you will need to enter the URL below into your browser and register your details in advance of the AGM.

https://us06web.zoom.us/meeting/register/tZcpcu2gpzotE9PCL0KlbHBri_tTvdc4_FPs

After registering, you will receive a confirmation email containing information about how to join the AGM via the Zoom Teleconference.

All Shareholders and visitors are requested to join the AGM 10 minutes prior to the commencement of the AGM so that all participants can be identified and registered for the AGM prior to the commencement of the AGM.

Arrangements have been made with the Company’s share registry for Shareholders who wish to participate in and vote online with Computershare Meeting Platform at the AGM. To access the Computershare Meeting Platform please follow the instructions below.

To participate in the meeting, you can log in by entering the following URL http://meetnow.global/MMXLPQR on your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their login details. To participate in the meeting online follow the instructions below.

Step 1: Click on ‘Join Meeting Now’.

Step 2: Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 prior to the meetings to obtain their login details.

Step 3: Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop-down list.

Step 4: Accept the Terms and Conditions and ‘Click Continue’.

You can cast votes at the appropriate times while the meeting is in progress.

genmingroup.com | ASX:GEN

5

Explanatory Materials

Lodging Proxy Form prior to AGM

If you are unable to participate in the AGM, you are encouraged to appoint a proxy to participate and vote on your behalf. If you direct your proxy how to vote, your votes will be cast at the AGM in accordance with your directions.

You can submit your Proxy Form online by visiting www.investorvote.com.au , or by post, fax, or mobile phone. See

pages 7-8 for additional details.

Completed Proxy Forms (and any necessary supporting documents) must be received by the Company’s share registry no later than 3.00pm (AWST) on 24 May 2022.

Even if you plan to participate in the AGM online, we encourage you to submit your proxy vote as early as possible so that your vote will be counted if for any reason you cannot participate on the day of the AGM (for example, if there is an issue with your internet connection that prevents you from participating online).

How to ask questions

Shareholders will be given an opportunity to ask questions at the AGM, however, we welcome questions from Shareholders before the AGM. Questions should relate to matters relevant to the business of the AGM (including matters arising from the Financial Report, the Directors’ Report including the remuneration report or the content of the auditor’s report), general questions regarding the performance, business or management of the Company, and relevant questions about the conduct of the audit.

You can ask the Company or the auditor a question prior to the AGM by email to marnie.yazmadjian@genmingroup.com.

Your questions must be received on or before 23 May 2022.

The Chair of the Meeting will endeavour to answer as many of the frequently asked questions as possible at the AGM. However, there may not be sufficient time available at the AGM to address all of the questions raised. The Company and its auditor will not be sending individual replies.

Technical difficulties

Technical difficulties may arise during the course of the AGM. The Chairman of the AGM has discretion as to whether and how the AGM should proceed if a technical difficulty arises. In exercising this discretion, the Chairman of the AGM will have regard to the number of Shareholders impacted and the extent to which participation in the business of the meeting is affected. Where the Chairman of the AGM considers it appropriate, the Chairman of the AGM may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a directed proxy in advance of the meeting even if they plan to participate in the meeting online.

Opting in for hard copies

To request a hard copy of the Notice of Meeting, please contact Ms Marnie Yazmadjian on (+61 8) 9200 5812 or by sending an email to marnie.yazmadjian@genmingroup.com.

ASX Listing Rule 3.13.1

Pursuant to Listing Rule 3.13.1, a failure by an entity to tell ASX the date of its annual general meeting and the closing date for receipt of nominations from persons wishing to be considered for election as a director at least five (5) business days before the closing date for the receipt of such nominations does not invalidate the meeting or the election of any director at the meeting.

genmingroup.com | ASX:GEN

6

Explanatory Materials

How to vote

• a) As a Shareholder, you can vote on the items of business by:

• 1) participating in the AGM and voting online; or

• 2) appointing a proxy, representative or attorney to vote on your behalf at the AGM.

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

• c) The Proxy Form sent with this Notice of Meeting should be used for the AGM.

• d) Each Shareholder who is entitled to cast two (2) or more votes at the AGM may appoint up to two (2) persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder’s votes that each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder’s votes. An additional Proxy Form will be supplied by the Company on request. No Shareholder may appoint more than two (2) proxies.

• e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.

• f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or a certified copy thereof must be received by the Company as set out in paragraph (l) below.

• g) Any corporation that is a Shareholder of the Company may appoint a representative to attend and vote for that corporation at the AGM. Appointments of corporate representatives must be received by the Company as set out in paragraph (l) below or handed in at the AGM when registering as a corporate representative.

• h) Any directed proxies that are not voted on a poll at the AGM by a Shareholder’s appointed proxy will automatically default to the Chairman of the AGM, who is required to vote proxies as directed on a poll.

• i) Members of the Key Management Personnel (which includes each of the Directors) will not be able to vote as proxy on Resolutions 2, 3 and 4 unless the Shareholder directs them how to vote or, in the case of the Chairman of the AGM, unless the Shareholder expressly authorises him to do so.

• j) If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chairman of the AGM) as their proxy, the Shareholder should ensure that they direct the member of the Key Management Personnel how to vote on Resolutions 2, 3 and 4.

• k) If a Shareholder intends to appoint the Chairman of the AGM as their proxy for Resolutions 2, 3 and 4, Shareholders can direct the Chairman how to vote by marking one of the boxes for Resolutions 2, 3 and 4 (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If a Shareholder does not direct the Chairman how to vote, then by submitting the Proxy Form, the Shareholder will be expressly authorising the Chairman to exercise the proxy in respect of Resolutions 2, 3 and 4 even though it is connected to the remuneration of members of the Key Management Personnel.

• l) Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be received by the Company by 3.00pm (AWST) on 24 May 2022 as follows:

At the Company’s share registry:

• 1) by post to the Company’s share registry:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001

• 2) by facsimile to the Company’s share registry:

1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

genmingroup.com | ASX:GEN

7

Explanatory Materials

Online

Alternatively, Shareholders can register their proxy voting instructions online at www.investorvote.com.au by 3.00pm (AWST) on 24 May 2022. Please refer to the enclosed Proxy Form for more information about submitting proxy voting instructions online.

Mobile

Alternatively, Shareholders can vote using their mobile phone by scanning the QR Code on the Proxy Form and following the prompts.

Custodians and nominees

Custodians and nominees are able to vote online at www.intermediaryonline.com .

Enquiries

If you have any questions in respect of the matters set out in the Notice, you can contact Ms Marnie Yazmadjian on +61 8 9200 5812 or by sending an email to marnie.yazmadjian@genmingroup.com.

1. Resolution 1 – Re-election of Director – Mr Salvatore Pietro Amico

As required by the Constitution and the Listing Rules, Mr Salvatore Pietro Amico retires as a Director by rotation and, being eligible, offers himself for re-election.

Experience and qualifications

Mr Amico has been a Director since 1 May 2019, and is a Belgium national currently residing in France. He has a degree in Metallurgical Engineering from Université de Mons, located in Belgium, and in 2003 completed the Advanced Management Programme at INSEAD, France.

Between 2013 and October 2018 he was the General Representative of Eramet (a global, diversified French mining and metallurgical group with its principal listing on the Paris stock exchange (ERA.PA)) in Gabon, resident in Libreville. Eramet (through its majority holding in COMILOG) owns and operates the Moanda manganese deposits. Eramet is also the majority owner of SETRAG, the entity operating the Trans-Gabon Railway.

Amongst other responsibilities, whilst Mr Amico was the General Representative of Eramet in Gabon, he oversaw the final permitting and government negotiations, construction and commissioning of the EUR228 million COMILOG metallurgical plant, which value adds manganese ore to manganese metal and silico-manganese (SiMn).

Prior to 2013, Mr Amico held various roles at Eramet including Head of the Chemicals Business Unit based in Paris, CEO of the manganese salts and oxides business with production sites in the USA, China, Europe and Mexico, and two years as head of Guangxi Eramet Comilog Chemicals Ltd based in Shanghai, China.

Mr Amico has had no other listed directorships in the previous 3 years.

Recommendation of Directors

The Directors (with Mr Amico abstaining) recommend that Shareholders vote in favour of Resolution 1. Mr Amico makes no recommendation regarding his re-election.

The Chairman intends to vote all available proxies in favour of Resolution 1.

2. Resolution 2 – Adoption of Remuneration Report

Background

The Remuneration Report for the year ended 31 December 2021 is set out in the Company’s 2021 Annual Report.

genmingroup.com | ASX:GEN

8

Explanatory Materials

The Remuneration Report:

• describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of Key Management Personnel and the Company’s performance; and

• sets out the remuneration arrangements in place for the Directors and other Key Management Personnel.

Section 250R(2) of the Corporations Act requires the AGM to include a vote on the adoption of the Remuneration Report. In accordance with section 250R(3) of the Corporations Act, the vote on the resolution is advisory only and does not bind the Directors or the Company. However, the Directors will take the discussion at the AGM and the outcome of the vote into account when considering the Company’s remuneration policies.

Section 250SA of the Corporations Act requires that a reasonable opportunity be allowed to Shareholders at the AGM to ask questions about, or make comments on, the remuneration report.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if at least 25% of votes cast are against adoption of the remuneration report at two (2) consecutive AGMs, the Company will be required to put to Shareholders at the second AGM a resolution proposing that another general meeting be held within 90 days, at which all of the Directors (other than the Managing Director) would need to stand for re-election ( Spill Resolution ).

This is the Company’s second AGM since it was admitted to the official list of the ASX. In the Company’s 2021 AGM, only 0.04% of votes were cast against the adoption of the Remuneration Report. As such, even if at least 25% of the votes cast on Resolution 2 are against adoption of the Remuneration Report, it will not result in the Company putting a Spill Resolution to Shareholders at the AGM.

Recommendation of Directors

The Directors encourage all eligible Shareholders to vote on the adoption of the Remuneration Report.

The Chairman intends to vote all available proxies in favour of the adoption of the Remuneration Report.

3. Resolution 3 and 4 – Approval of grant of Performance Rights to Mr Giuseppe Vince Ariti and Mr Salvatore Pietro Amico

Background

Mr Ariti is the Managing Director and CEO of the Company. Mr Amico is a Non-Executive Director of the Company. Resolutions 3 and 4 seek Shareholder approval for the grant of:

• 2,735,000 Performance Rights to Mr Ariti; and

• 480,000 Performance Rights to Mr Amico,

(together, the Participating Directors ).

The Company proposes to grant a total of 3,215,000 Performance Rights to the Participating Directors. Each Performance Right, when duly exercised, will convert to a Share. The Performance Rights will be issued to Mr Ariti and Mr Amico, or their nominees, on the following terms and conditions:

	Number of Performance Rights	Vesting conditions	Proposed grant date	Expiry date
Mr Giuseppe	683,750	Completion of a Feasibility Study for the	26 May 2022	25 May 2025
Vince Ariti		Baniaka Iron Ore Project with a positive net
		present value by 31 December 2022
	683,750	Execution of agreements to access rail and	26 May 2022	25 May 2025
		port infrastructure for the Baniaka Iron Ore
		Project by 31 December 2022

genmingroup.com | ASX:GEN

9

Explanatory Materials

	Number of Performance Rights Vesting conditions Proposed grant date Expiry date
Mr Salvatore Pietro Amico	683,750 Completion of debt and equity financing for the Baniaka Iron Ore Project by 30 June 2023 26 May 2022 25 May 2025 683,750 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 26 May 2022 25 May 2025
	2,735,000
	240,000 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 26 May 2022 25 May 2025 240,000 Execution of an agreement to access rail infrastructure for the Baniaka Iron Ore Project by 31 December 2022 26 May 2022 25 May 2025
	480,000

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

• the giving of the financial benefits falls within one of the nominated exceptions to the provision; or

• Shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E of the Corporations Act, each of the Participating Directors is a related party of the Company.

Each of Resolutions 3 and 4 relate to the proposed grant of Performance Rights to a Participating Director, or their nominee, which is a financial benefit that requires Shareholder approval for the purposes of section 208 of the Corporations Act.

Listing Rule 10.14

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme:

• a director of the company (Listing Rule 10.14.1);

• an Associate of a director of the company (Listing Rule 10.14.12); or

• a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders (Listing Rule 10.14.3),

unless it obtains the approval of its shareholders.

The proposed grant of Performance Rights to the Participating Directors, or their nominees, pursuant to Resolutions 3 and 4 fall within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

If Resolutions 3 and 4 are passed, the Company will be able to proceed with the grant of the Performance Rights and any subsequent issue of Shares upon the vesting of such Performance Rights will not count towards the Company’s 15% Placement Capacity under Listing Rule 7.1 (without the need for separate Shareholder approval under Listing Rule 7.1).

genmingroup.com | ASX:GEN

10

Explanatory Materials

If Resolutions 3 and 4 are not passed, the Company will not be able to proceed to grant the Performance Rights to the Participating Directors, or their nominees. The Company may then need to consider alternative arrangements to appropriately remunerate and incentivise the Participating Directors.

Information required by section 219 of the Corporations Act and Listing Rule 10.15

• The Performance Rights will be granted to Mr Ariti and Mr Amico, or their nominees, on the terms and conditions set out above and pursuant to the Performance Rights Plan, a summary of which is set out in Appendix 1.

• Each of the Participating Directors is a related party of the Company under Listing Rule 10.14.1 by virtue of being a Director.

• Subject to Shareholder approval, the proposed financial benefit to be given is the granting of:

• 2,735,000 Performance Rights to Mr Ariti, or his nominee; and

• 480,000 Performance Rights to Mr Amico, or his nominee,

for no consideration.

• The current total remuneration package of each Participating Director (on an annualised basis) is set out below:

Participating Director

Salary and fees

Mr Giuseppe Ariti $300,000 plus superannuation Mr Pietro Amico US$60,000

• The Company has previously issued 6,000,000 Performance Rights to Mr Ariti and 1,200,000 Performance Rights to Mr Amico under the Performance Rights Plan for nil consideration. Mr Ariti does not currently hold any Performance Rights and Mr Amico currently holds 720,000 Performance Rights.

• The grant of further Performance Rights will encourage the Participating Directors to continue to have a greater involvement in the achievement of the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through increasing Share ownership. Under the Company’s current circumstances, the Directors consider (in the absence of the Participating Directors) that the incentives intended for the Participating Directors represented by the grant of these Performance Rights are, for a company without an income stream, a cost effective and efficient means for the Company to provide a reward and an incentive.

• The highest and lowest closing market sale prices of the Shares since the Company was admitted to the official list of ASX prior to the date of this Notice were:

Highest

$0.32 per Share on 30 April 2021

Lowest $0.135 per Share on 8, 10 and 11 November 2021

• RSM Australia Pty Ltd (RSM) have assessed the indicative fair value of each Performance Right to be granted to the Participating Directors as $0.19 per Performance Right. In RSM’s opinion, the vesting conditions attached to the Performance Rights do not fall within the definition of a ‘market condition’ under AASB Standard 2 given they are not dependent on the future market price of the Company’s ordinary shares but rather are tied to achievement of operational milestones. Accordingly, and in accordance with AASB Standard 2, the non-market vesting conditions were not considered in RSM’s assessment of the fair value of the Performance Rights and the fair value was assessed to be the traded share price on grant of the Performance Rights, with the closing share price of the Company shares on the date of RSM’s assessment of 5 April 2022 being $0.19.

genmingroup.com | ASX:GEN

11

Explanatory Materials

• The issue of the Performance Rights will have a diluting effect on the percentage interest of existing Shareholders’ holdings if the Performance Rights vest and are exercised. The potential dilution effect on a fully diluted basis is summarised below:

Performance Rights	Dilutionary effect
2,735,000 Performance Rights proposed to be	0.64%
issued to Mr Ariti, or his nominee
480,000 Performance Rights proposed to be issued	0.11%
to Mr Amico, or his nominee

The above table assumes the current Share capital structure as at the date of this Notice and that no Shares are issued other than the Shares issued on exercise of the Performance Rights. The exercise of all of the Performance Rights proposed to be issued to Mr Ariti and Mr Amico, or their nominees, will result in a total dilution of all other Shareholders' holdings of 0.75%. The actual dilution will depend on the extent that additional Shares are issued by the Company.

• The Performance Rights will be issued on a date which will be no later than three (3) years after the date of the AGM, unless otherwise extended by way of ASX granting a waiver to the Listing Rules.

• The Performance Rights will be granted for nil consideration.

• A summary of the material terms of the Performance Rights Plan is set out in Appendix 1.

• No loans will be made by the Company in relation to the acquisition of Performance Rights or any shares issued under the Performance Rights Plan to the Participating Directors or their nominees.

• Details of any securities issued under the Performance Rights Plan will be published in the annual report of the Company relating to a period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

• Any additional persons who become entitled to participate in an issue of securities under the Performance Rights Plan after Resolutions 3 and 4 are approved and who are not named in the Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14 (if approval is required under that Listing Rule).

• A voting exclusion statement applies to each of Resolutions 3 and 4 as set out in the Notice of Meeting.

Recommendation of Directors

The Directors, other than Mr Ariti, recommend that Shareholders vote in favour of Resolution 3. Mr Ariti has an interest in the outcome of Resolution 3 and therefore declines to make any recommendation in relation to Resolution 3.

The Directors, other than Mr Amico, recommend that Shareholders vote in favour of Resolution 4. Mr Amico has an interest in the outcome of Resolution 4 and therefore declines to make any recommendation in relation to Resolution 4.

The Chairman intends to vote all available proxies in favour of Resolutions 3 and 4.

4. Approval of Additional 10% Placement Capacity

Background

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

However, under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at is annual general meeting, to increase the entity’s 15% placement capacity under Listing Rule 7.1 by an additional 10% to a total of 25% ( Additional 10% Placement Capacity ).

genmingroup.com | ASX:GEN

12

Explanatory Materials

An “eligible entity” for the purposes of Listing Rule 7.1A is an entity that, as at the date of the relevant special resolution under Listing Rule 7.1A, is not included in the S&P/ASX 300 Index and that has a market capitalisation equal to or less than the amount prescribed by ASX (currently $300 million).

The Company has a market capitalisation of approximately $80.94 million as at 20 April 2022 and is not included in the S&P/ASX 300 Index. Accordingly, the Company is an “eligible entity” for the purposes of Listing Rule 7.1A.

Resolution 5 seeks shareholder approval for the Company to access the Additional 10% Placement Capacity. If Resolution 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval. If Resolution 5 is not passed, the Company will not be able to access the Additional 10% Placement Capacity and will remain subject to the 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.

Resolution 5 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

Formula for calculating Additional 10% Placement Capacity

The maximum number of Equity Securities that the Company may issue under the approval sought by Resolution 5 will be calculated in accordance with the formula set out in Listing Rule 7.1A.2:

(𝑨× 𝑫) −𝑬

Where:

• A = the number of fully paid ordinary securities on issue at the commencement of the relevant period:

• 1) plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than exceptions 9, 16 or 17;

• 2) plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

  • (A) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • (B) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;

• 3) plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

  • (A) the agreement was entered into before the commencement of the relevant period; or

  • (B) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;

• 4) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under Listing Rules 7.1 or 7.4;

• 5) plus the number of partly paid ordinary securities that became fully paid in the relevant period; and

• 6) less the number of fully paid ordinary securities cancelled in the relevant period.

• D = 10%.

E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement to issue has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4

Note: The “relevant period” is a 12-month period.

genmingroup.com | ASX:GEN

13

Explanatory Materials

Information required by Listing Rule 7.3A

The following information is provided to Shareholders for the purposes of Listing Rule 7.3A:

• The Additional 10% Placement Capacity will be valid during the period commencing on the date of the AGM and will expire on the earlier of:

• the date that is 12 months after the date of the AGM;

• the time and date of the Company’s next annual general meeting; and

• the time and date of shareholder approval of any transaction under Listing Rule 11.1.2 (change to the nature or scale of the Company’s activities) or Listing Rule 11.2 (disposal of the Company’s main undertaking).

• Any Equity Securities issued under Listing Rule 7.1A.2 must be in an existing quoted class of Equity Securities and be issued for cash consideration which is not less than 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or

• if the Equity Securities are not issued within 10 Trading Days of the date in the paragraph above, the date on which the Equity Securities are issued.

• As at the date of this Notice, the Company has not formed an intention to offer any Equity Securities under Listing Rule 7.1A. However, if Resolution 5 is passed and the Company does raise funds from the issue of Equity Securities under the Additional 10% Placement Capacity then the Company considers that the funds may be used for general working capital and further investment in its portfolio of iron ore assets located in Gabon, central West Africa.

• If Resolution 5 is passed and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders’ economic and voting interests in the Company will be diluted. There is a risk that:

• the market price for the Company’s Equity Securities may be significantly lower on the date of issue of the Equity Securities than on the date of the AGM; and

• the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

Any issue of Equity Securities under the Additional 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Equity Securities under the relevant issue.

If Resolution 5 is passed and the Company issues the maximum number of Equity Securities available under the Additional 10% Placement Capacity, the economic and voting interests of existing Shareholders in the Company will be diluted as shown in the table below. This table shows the potential dilution of existing Shareholders on the basis of three different assumed issue prices and values for variable ‘A’ in the formula in Listing Rule 7.1A.2.

genmingroup.com | ASX:GEN

14

Explanatory Materials

Number of Shares on issue (Variable ‘A’ in Listing Rule 7.1A.2)		Dilution
		$0.09 (Issue price at half the current market price) $0.18 (Issue price at the current market price) $0.36 (Issue price at double the current market price)
404,708,831 Shares (Current variable ‘A’)	Shares issued	40,470,883 40,470,883 40,470,883
	Funds raised	$3,642,379.47 $7,284,758.94 $14,569,517.90
	Dilution	10% 10% 10%
607,063,246 Shares (50% increase in current variable ‘A’)	Shares issued	60,706,324 60,706,324 60,706,324
	Funds raised	$5,463,569.16 $10,927,138.30 $21,854,276.60
	Dilution	10% 10% 10%
809,417,662 Shares (100% increase in current variable ‘A’)	Shares issued	80,941,766 80,941,766 80,941766
	Funds raised	$7,284,758.94 $14,569,517.90 $29,139,035.80
	Dilution	10% 10% 10%

The table above assumes:

1. The current issue price is $0.18, being the closing price of the Company’s Shares on ASX on 12 April 2022.

2. The Company issues the maximum number of Equity Securities available under the Additional 10% Placement Capacity.

3. No convertible securities are exercised before the date of the issue of the Equity Securities.

4. The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes options, for the purposes of the above table, it is assumed that those options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.

5. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Capacity, based on that Shareholder’s holding at the date of the AGM.

6. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2, with approval under Listing Rule 7.1 or ratified under Listing Rule 7.4. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

7. The identity of the persons to whom Equity Securities will be issued under the Additional 10% Placement Capacity is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities and the Company’s allocation policy, which involves consideration of a number of matters including, but not limited to:

   • subject to the scale of the capital raising opportunity, and the appetite of existing Shareholders, a general preference to existing Shareholders;

   • the structure and timeframe of the capital raising opportunities available to the Company (eg placement, entitlement offer or share purchase plan);

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

   • advice from the Company’s professional advisers (including corporate, financial and broking advisers if applicable).

genmingroup.com | ASX:GEN

15

Explanatory Materials

The persons to whom Equity Securities may be issued under the Additional 10% Placement Capacity may include institutional, sophisticated and professional investors, existing Shareholders of the Company, clients of holders of an Australian Financial Services Licence and/or their nominees, or any other person to whom the Company is able to issue Equity Securities (but will not include related parties of the Company or their associates).

• The Company has not issued or agreed to issue any Equity Securities under Listing Rule 7.1A.2 in the 12 months preceding the date of the Meeting.

• A voting exclusion statement applies to Resolution 5 as set out in the Notice of Meeting.

Recommendation of Directors

The Directors recommend that Shareholders vote in favour of Resolution 5.

The Chairman intends to vote all available proxies in favour of Resolution 5.

genmingroup.com | ASX:GEN

16

Explanatory Materials

GLOSSARY

The meaning of the terms used in the Notice of Meeting and the Explanatory Materials are set out below.

$ means Australian dollars.

AASB means the Australian Accounting Standards Board.

AGM means the annual general meeting of the Company that is the subject of the Notice of Meeting.

Associates has the meaning given to that term in the Listing Rules.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the financial market that it operates.

AWST means Australian Western Standard Time.

Board means the board of Directors of the Company.

Chairman means the chairman of the AGM.

Closely Related Party has the meaning given in section 9 of the Corporations Act. It includes close family members and any controlled companies of a member of the Key Management Personnel.

Company means Genmin Limited ABN 81 141 425 292.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Eligible Participant has the meaning given to that term in the Performance Rights Plan.

Equity Securities has the meaning given to that term in the Listing Rules.

Excluded Party has the meaning given on page 3.

Explanatory Materials means the explanatory materials accompanying the Notice of Meeting.

Key Management Personnel means the Company’s key management personnel as defined in AASB Standard 124.

Listing Rules means the ASX Listing Rules.

Notice or Notice of Meeting means this notice of annual general meeting.

Performance Right means a conditional right which, upon satisfaction or waiver of the relevant vesting conditions and exercise conditions and the exercise of that right, entitles the holder to receive one or more ordinary shares in the Company.

Performance Rights Plan means the Company’s Incentive Performance Rights Plan.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Resolution means a resolution contained in the Notice of Meeting.

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

Shareholder means a registered holder of a Share in the Company.

Trading Day has the meaning given in the Listing Rules.

US$ or USD means United States dollars.

Zoom Teleconference means a teleconference using the cloud-based video conferencing service provided by Zoom Video Conferencing, Inc (America).

genmingroup.com | ASX:GEN

17

Explanatory Materials

APPENDIX 1

Summary of Rules of Performance Rights Plan

Term	Description
Eligibility	The Board may invite any person to participate in the Performance Rights Plan (Plan)
	including full, part time, casual or prospective employees, directors of the Company or an
	associated body corporate of the Company (Eligible Participant).
Offer of	The Plan is administered by the Board which may, in its absolute discretion, offer
Performance Rights	Performance Rights to any Eligible Participant from time to time as determined by the Board
under Plan	and, in exercising that discretion, may have regard to some or all of the following
	considerations:
	• the length of service of the Eligible Participant with the Company;
	• the contribution made by the Eligible Participant to the Company;
	• the potential future contribution of the Eligible Participant to the Company; and
	• any other matter the Board considers relevant.
Number of	The number of Plan Performance Rights to be offered to an Eligible Participant will be
Performance Rights	determined by the Board in its discretion and in accordance with the rules of the Plan and
	applicable law.
Conversion	Each Performance Right will entitle the holder to be issued or transferred one Share (or at
	the discretion of the Board, to be paid a cash payment in lieu of the issue or transfer of one
	Share) unless the Plan or an applicable offer to the holder otherwise provides.
Consideration	Performance Rights issued under the Plan will be issued for no more than nominal
	consideration.
Vesting conditions	A Performance Right may be made subject to vesting conditions as determined by the Board
	in its discretion and as specified in the offer for the Performance Right.
Cessation of	If, at any time before the achievement of the relevant milestones, a holder of a Performance
employment	Right ceases to be an Eligible Participant, all unvested Performance Rights held by the
	Eligible Participant will automatically lapse unless the Board determines otherwise.
Reorganisation	The terms upon which the Performance Rights are issued may be changed to comply with
	the legislation and ASX Listing Rules applying to a reorganisation of the capital of the
	Company.
Limitation on offers	Where the Company needs to rely on ASIC Class Order 14/1000 (as amended or replaced
	from time to time), the Company must have reasonable grounds to believe, when making an
	offer under the Plan, that the number of Shares to be received on exercise of the Performance

genmingroup.com | ASX:GEN

18

Explanatory Materials

Term	Description
	Rights offered under an offer, when aggregated with the number of Shares issued or that
	may be issued as a result of offers made in reliance on the Class Order at any time during
	the previous 3 years under an employee incentive scheme, will not exceed 5% of the total
	number of Shares on issue at the date of the offer.
Restrictions on	Subject to the ASX Listing Rules, and except as otherwise provided for by an offer, a
transfer	Performance Right issued under the Plan may only be disposed of:
	• in the following circumstances with the consent of the Board (which may be withheld in
	its discretion):
	- upon the death, total or permanent disability, retirement or redundancy of an Eligible
	Participant; or
	- upon an Eligible Participant suffering severe financial hardship; or
	• by force of law upon death to the Eligible Participant’s legal personal representative or
	upon bankruptcy to the Eligible Participant’s trustee in bankruptcy.
Winding up	An unvested Performance Right will lapse upon a winding up resolution or order being made
	in respect of the Company unless the Board determines otherwise.
Participation and	There are no participation rights or entitlements inherent in the Performance Rights and
entitlement rights	holders will not be entitled to participate in new issues of capital offered to Shareholders
	during the currency of the Performance Rights unless Shares are allotted pursuant to the
	conversion of the relevant Performance Rights prior to the record date for determining
	entitlements to such issue.
	A Performance Right does not carry any dividend or voting rights.
No change in	A Performance Right does not confer the right to a change in the number of underlying Shares
number of	over which the Performance Right can be exercised, except to the extent the Plan or an offer
Performance Rights	otherwise provides subject to the ASX Listing Rules.
Change of control	If there is a:
	• takeover bid for the Company’s issued Shares; or
	• other transaction, event or state of affairs,
	that, in the Board’s opinion, is likely to result in, or should otherwise be treated as, a change
	in ‘control’ (as defined in section 50AA of the Corporations Act) of the Company then all
	vesting conditions attaching to the Performance Rights are deemed to be automatically
	waived (unless the offer of the Performance Rights provides otherwise).
Restriction period	The Board may, in its discretion, determine at any time up until exercise of Performance
	Rights, that a restriction period will apply to some or all of the Shares issued or transferred to
	an Eligible Participant on exercise of those Performance Rights, up to a maximum of fifteen
	(15) years from the grant date of the Performance Rights.

genmingroup.com | ASX:GEN

19

Explanatory Materials

Term	Description
Power to amend	Subject to the Corporations Act and the ASX Listing Rules, the Board may at any time, by
Plan	resolution, amend or add to all or any of the provisions of the Plan or the terms or conditions
	of any Performance Rights issued under the Plan.

genmingroup.com | ASX:GEN

20

==> picture [33 x 33] intentionally omitted <==

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

GEN

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 3:00pm (AWST) on Tuesday, 24 May 2022.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach 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 also 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. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Genmin Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and 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 Genmin Limited to be held as a virtual meeting on Thursday, 26 May 2022 at 3:00pm (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 2, 3 and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 2, 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 2, 3 and 4 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution	1	Re-election of Director – Mr Salvatore Pietro Amico
Resolution	2	Remuneration Report
Resolution	3	Approval of grant of Performance Rights to Mr Giuseppe Vince Ariti
Resolution	4	Approval of grant of Performance Rights to Mr Salvatore Pietro Amico
Resolution	5	Approval of Additional 10% Placement Capacity

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

==> picture [514 x 69] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

G E N

2 8 7 1 1 6 A