GREENHY2 LIMITED

==> picture [117 x 44] intentionally omitted <==

22 April 2024

Notice of Annual General Meeting

Please find attached for release to the market, the following documents in relation to GreenHy2 Limited’s Annual General Meeting ( AGM ), to be held on Friday, 24 May 2024 commencing at 11:00am (AEST):

Notice of Meeting ; and
Proxy Form .

Each of these documents are available on GreenHy2’s website

==> picture [158 x 58] intentionally omitted <==

William Howard

Executive Director, Chief Financial Officer & Company Secretary GreenHy2 Limited

This announcement had been authorised for release by the Board.

FOR FURTHER INFORMATION PLEASE CONTACT:

Paul Dalgleish William Howard Executive Chairman & Managing Director Executive Director, CFO & COMPANY SECRETARY 1300 321 094 1300 321 094 [email protected] [email protected]

ABOUT GreenHy2 Limited Formerly Tempoaust Limited

GreenHy2 Limited (ASX: H2G) is one of Australia’s leading innovators in the delivery of engineering solutions for renewable energy. The company was established in 2011 and has specific expertise in Solid State Hydrogen Storage for use in fuel cells and as hydrogen gas. GreenHy2 is a clean energy company dedicated to reducing our collective carbon footprint.

c/o Company Matters Pty Limited Level 12, 680 George Street, Sydney NSW 2000

[email protected] www.greenhy2.com.au

ACN 000 689 725

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : Friday 11:00AM (AEST)

DATE : 24 May 2024

PLACE: Suite 303, 75 King Street, Sydney NSW 2000 How to vote

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00PM (AEST) on 22 May 2024.

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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

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

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

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting on an online platform will NOT be available at this Meeting.

The Chair intends to vote all undirected proxies held, in favour of all resolutions proposed in this Notice of Meeting.

Voting restrictions that may affect your proxy appointment

Voting restrictions apply to Resolutions 1, 3 and 4 and details of those voting restrictions are set out under each of the Resolutions below.

Due to the voting exclusions that apply to Resolutions 1 and 4, any of the Company’s Key Management Personnel and their Closely Related Parties will not be able to vote your proxy on Resolutions 1 and 4, unless you have directed them how to vote on the proxy form. The Chair can cast undirected votes on Resolutions 1 and 4 under the authorisation to do so on the proxy form.

If you intend to appoint a member of the Key Management Personnel or one of their Closely Related Parties as your proxy, you are encouraged to direct them how to vote on Resolutions 1 and 4 by marking the proxy form accordingly for that resolution.

If you appoint the Chair as your proxy, you can direct him or her how to vote by marking the boxes for each Resolution. Alternately, you can decide not to mark any of the boxes and the Chair can cast your votes on each of the Resolutions. The Chair will vote available proxies on, and in favour of, all of the proposed Resolutions.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 458 554 396.

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 31 December 2023 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 31 December 2023.”

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

Voting Exclusion Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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 (the voter ) described above 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 by writing that specifies the way the proxy is to vote on this 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.

2. RESOLUTION 2 – ELECTION OF DIRECTOR – MR CHARLES ROTTIER

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

“That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Charles Rottier, a Director retires by rotation, and being eligible, is reelected as a Director.”

3. RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

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

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTIONS 4(a) AND 4(b) – ISSUE OF NEW PERFORMANCE RIGHTS TO DR DALGLEISH AND MR HOWARD

To consider and, if thought fit, to pass the following resolutions as separate ordinary resolutions:

(a) “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 12,416,392 Class B performance rights and 11,087,553 Class C performance rights to Dr Paul Dalgleish (or his nominee) on the terms and conditions set out in the Explanatory Statement.”
(b) “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,400,000 Class D performance rights and 1,400,000 Class E performance rights to Mr William Howard (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard:

(a) any votes cast in favour of Resolution 4(a) by or on behalf of Dr Dalgleish (and his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons); and
(b) any votes cast in favour of Resolution 4(b) by or on behalf of Mr Howard (and his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

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

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

Dated: 22 April 2024

By order of the Board

Mr William Howard

Chief Financial Officer and Company Secretary

EXPLANATORY STATEMENT

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

(A) FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2023 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at https://www.greenhy2.com.au/investors

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

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

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

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

2. RESOLUTION 2 – ELECTION OF DIRECTOR – MR CHARLES ROTTIER

2.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Article 14.2 of the Constitution provides 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 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself 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 retiring Director is eligible for re-election. An election of Directors shall take place each year.

It is also noted that ASX Listing Rule 14.4 states that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.

Mr Rottier, who has served as a director since 18 March 2020, will retire by rotation in accordance with Clause 14.2 of the Constitution and ASX Listing Rule 14.4 and, being eligible, seeks reelection from Shareholders.

2.2 Qualifications and other material directorships

Mr Rottier is an experienced executive and director with significant experience in engineering, construction and maintenance services companies.

Mr Rottier has experience working in Australia, New Zealand, Papua New Guinea, Singapore, Thailand, Malaysia, China and the United Kingdom. Management responsibilities include full P&L responsibility for Australian and International business units, managing due diligence and integration of acquisitions and establishing new business opportunities for both stand-alone businesses and significant joint ventures.

Mr Rottier is currently Chair of the Future Fuels CRC and has previously held the roles of Chairman of LogiCammes, CEO of Austin Engineering Limited and EGM Engineering and Construction at Transfield Services. Charles is the current Chairperson of the Group’s HSE, Audit, Nomination and Remuneration Committees.

Mr Rottier has an Honours Degree in Engineering, a Fellow of Engineers Australia and a graduate member of AICD.

2.3 Non-Executive Director

If re-elected, Mr Rottier will continue in office as a Non-Executive Director of the Company.

2.4 Board recommendation

The Board supports the re-election of Mr Rottier and recommends that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY

3.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital ( “ 10% Placement Capacity ” ) without using that entity’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300 million.

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ ASX 300 Index and has a current market capitalisation of $4,187,558 (based on the number of Shares on issue and the closing price of Shares on the ASX on 28 March 2024 and excluding any restricted securities that may be on issue).

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security.

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities.

As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code:H2G).

If Shareholders approve Resolution 3, the number of Equity Securities the Company may

issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. The Company will be able to issue up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without further Shareholder approval.

Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder Approval set out in ASX Listing Rule 7.1. This may have a negative impact on the Company’s business, including those matters described in Section 3.2(d).

3.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:

(a) Minimum Price

Any Equity Securities issued under the 10% Placement Capacity must be in an existing quoted class of the Eligible Entity’s Equity Securities and be issued for cash consideration at the minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) 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 ( “Agreed Issue Date” ); or
(ii) if the Equity Securities are not issued within 10 ASX trading days of the Agreed Issue Date, the date on which the Equity Securities are issued.

(b)

Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) the date that is 12 months after the date of this Meeting; and
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company's main undertaking) (after which date, an approval under ASX Listing Rule 7.1A ceases to be valid).

(c)

Risk of voting dilution

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

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the market price of Shares and the number of Equity Securities on issue as at 28 March 2024.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

==> picture [413 x 286] intentionally omitted <==

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

Dilution
Issue Price
Number of Shares on Shares issued
$0.005 $ 0.010 $0.015
Issue (Variable A in ASX - 10% voting
Listing Rule 7.1A.2) dilution 50% Current 50%
decrease Issue Price increase
Funds Raised
Current 418,755,829 41,875,583 $209,377 $418,755 $628,133
Shares Shares
50% 628,133,743 62,813,374 $314,066 $628,133 $942,200
increase Shares Shares
100% 837,511,658 83,751,166 $418,755 $837,511 $1,256,267
increase Shares Shares
----- End of picture text -----

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 418,755,829 Shares on issue as at the date of this Notice of Meeting;
The issue price set out above is the closing price of the Shares on the ASX on 28 March 2024.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Performance Rights subject of Resolutions 4(a) and 4(b) in this Notice of Meeting are exercised into Shares before the date of issue of the Equity Securities.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approval under ASX Listing Rule 7.1 unless otherwise disclosed.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
8 -

Shareholders should note that there is a risk that:

(i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(A) the acquisition of new resources, assets and investments including expenses associated with such an acquisition;
(B) continued expenditure on the Company's current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration);
(C) the development of the Company's current business; or
(D) general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rule 7.1A.4 upon issue of any Equity Securities.

(e)

Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of any issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new assets or investments.

(f) Previous approval under ASX Listing Rule 7.1A

The Company has not issued or agreed to issue equity securities under ASX Listing Rule 7.1A.2 in the 12-month period preceding the date of the 2024 Annual General Meeting.

3.3 Board recommendation

The Board believes that Resolution 3 is in the best interest of the Company and recommends

that Shareholders vote in favour of Resolution 3.

4. RESOLUTIONS 4(a) AND 4(b) – ISSUE OF NEW PERFORMANCE RIGHTS TO DR DALGLEISH AND MR HOWARD

4.1 General

On 18 April 2023, the Company announced on ASX that, to fulfil contractual remuneration obligations in their ESAs arising as a result of the share dilutionary impacts caused by the Company’s capital raising completed in November 2022, the Company cancelled the performance rights held by Dr Dalgleish and Mr Howard at that time (“ Cancelled Performance Rights ”) and issued new performance rights to Dr Dalgleish and Mr Howard on terms adjusted for those dilutionary impacts (“ Adjusted Performance Rights ”).

The Cancelled Performance Rights and the milestones triggering conversion of those Cancelled Performance Rights comprised:

Holder	Cancelled Performance Rights	Milestones
Dr Dalgleish	12,416,392 Class B	Either:  the Company achieving an audited NPAT equal to or greater than $5 million in any of the five financial years (1 January to 31 December) ending after the date of issue of the Class B Performance Rights (being the 29thOctober 2021); or  the price of the Company’s shares on ASX reaches $0.1655 based ona 60-dayVWAP.
	11,087,553 Class C	Either:  the Company achieving an audited NPAT equal to or greater than $10 million in any of the five financial years (being a period commencing on 1 January and ending on 31 December) ending after the date of issue of the Class C Performance Rights (being the 29thOctober 2021); or  the price of the Company’s shares on ASX reaches $0.32 based on a 60-day VWAP.
Mr Howard	1,400,000 Class D	Either:  the Company achieving an audited NPAT equal to or greater than $5 million in any of the five financial years (1 January to 31 December) ending after the date of issue of the Class D Performance Rights (being the 4thMay 2022); or  the price of the Company’s shares on ASX reaches $0.1655 based on a 60-day VWAP.
	1,400,000 Class E	Either:  the Company achieving an audited NPAT equal to or greater than $10 million in any of the five financial years (being a period commencing on 1 January and ending on 31 December) ending after the date of issue of the Class E Performance Rights (being the 4thMay 2022); or  the price of the Company’s shares on ASX reaches $0.321 based ona 60-dayVWAP.

The Adjusted Performance Rights and the milestones triggering conversion of those Adjusted Performance Rights comprised:

Holder	Adjusted Performance Rights	Milestones
Dr Dalgleish	14,782,923 ClassB	Either:

1 The Company’s ASX Announcement dated 25 March 2024 referred to a milestone share price of $0.1655. This was a continuation of a typographical error and should have been $0.32 as announced to ASX on 24 March 2023.

		 the Company achieving an audited NPAT equal to or greater than $5 million in any of the five financial years (1 January to 31 December) ending after the date of issue of the Class B Performance Rights (being the 18thApril 2023); or  the price of the Company’s shares on ASX reaches $0.1448 based on a 60-day VWAP.
	13,151,124 Class C	Either:  the Company achieving an audited NPAT equal to or greater than $10 million in any of the five financial years (being a period commencing on 1 January and ending on 31 December) ending after the date of issue of the Class C Performance Rights (being the 18thApril 2023); or  the price of the Company’s shares on ASX reaches $0.2783 based on a 60-day VWAP.
Mr Howard	1,666,836 Class D	Either:  the Company achieving an audited NPAT equal to or greater than $5 million in any of the five financial years (1 January to 31 December) ending after the date of issue of the Class D Performance Rights (being the 18thApril 2023); or  the price of the Company’s shares on ASX reaches $0.1448 based ona 60-dayVWAP.
	1,666,836 Class E	Either:  the Company achieving an audited NPAT equal to or greater than $10 million in any of the five financial years (being a period commencing on 1 January and ending on 31 December) ending after the date of issue of the Class E Performance Rights (being the 18thApril 2023); or  the price of the Company’s shares on ASX reaches $0.2783 based on a 60-day VWAP.

The net effect of the cancellation of the Cancelled Performance Rights and issue of the Adjusted Performance Rights was to increase the number of each class of performance rights held by Dr Dalgleish and Mr Howard and to adjust the share price-related milestone attaching to each of them relative to the increased number of shares on issue.

The cancellation of the Cancelled Performance Rights and issue of the Adjusted Performance Rights were further detailed in ASX lodgements released on 24 April 2023.

As outlined in its announcement to the ASX on 18 April 2023, the Company considered that the issue of the Adjusted Performance Rights was permitted by, and did not require shareholder approval under, ASX Listing Rule 10.11 (which prohibits a listed company from issuing or agreeing to issue equity securities to related parties including Directors (among others) without shareholder approval) as the issue fell within the exceptions to ASX Listing Rule 10.11 as set out in ASX Listing Rule 10.12.

More specifically, ASX Listing Rule 10.11 provides:

==> picture [452 x 101] intentionally omitted <==

==> picture [452 x 148] intentionally omitted <==

Relevantly, ASX Listing Rule 10.12 provides:

==> picture [452 x 27] intentionally omitted <==

…

==> picture [438 x 90] intentionally omitted <==

The Company considered that the issue of the Adjusted Performance Rights fell within this exception. However, the Company has since been advised by ASX that the issue of the Adjusted Performance Rights may not fall within that exception and accordingly may not have been fully compliant with ASX Listing Rule 10.11.

Further, the ASX has raised potential concerns in relation to application of ASX Listing Rule 6.18 to the provisions of the ESAs that required the adjustments to be made which resulted in the cancellation of the Cancelled Performance Rights and issue of the Adjusted Performance Rights in the context of the Company’s capital raising completed in November 2022. ASX Listing Rule 6.18 provides that an option must not be exercisable over a percentage of a listed entity’s capital.

Accordingly, and as further announced on ASX on 25 March 2024, the Company has agreed to:

(a) cancel the Adjusted Performance Rights granted to Dr Dalgleish and Mr Howard for no consideration;
(b) vary the ESAs to ensure that adjustments are not required to be made to performance rights issued in accordance with the ESAs to the extent that such adjustments would not be compliant with any ASX Listing Rules (including ASX Listing Rule 6.18); and
(c) subject to obtaining Shareholder approvals under Resolutions 4(a) and 4(b), issue the New Performance Rights (being performance rights corresponding in number and with the same share price-related milestones as the Cancelled Performance Rights) to Dr Dalgleish and Mr Howard.

The Company will cancel the Adjusted Performance Rights on 23 May 2024 (being the day before the Meeting is convened). Subject to Shareholder approval being obtained, the New Performance Rights will be issued to Dr Dalgleish and Mr Howard on the terms and conditions set out below and in Schedule 1 (with respect of the Dalgleish Performance Rights) and Schedule 2 (with respect of the Howard Performance Rights). The issue of the New Performance Rights is a noncash form of remuneration and will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Dr Dalgleish and Mr Howard respectively.

Resolutions 4(a) and 4(b) seek Shareholder approval for each of the classes of New Performance Rights proposed to be issued to Dr Dalgleish (or his nominee) and Mr Howard (or his nominee).

Summary of terms and conditions of the New Performance Rights

Dalgleish Performance Rights

The Dalgleish Performance Rights are constituted by ‘Class B’ performance rights and ‘Class C’ performance rights and subject to their terms, will vest into one Share each subject to the satisfaction of certain milestones and vesting conditions. In the event that the applicable milestones and vesting conditions for a class of Dalgleish Performance Right are not met, that class of Dalgleish Performance Right will not vest and, as a result, no new Shares will be issued to Dr Dalgleish.

There is nil consideration payable upon the issue of any of the Dalgleish Performance Rights or on the vesting of a Dalgleish Performance Right to a share.

A summary of the terms and conditions applicable to the Dalgleish Performance Rights is set out below:

Number and class	Milestone	Term of performance rights
12,416,392 Class B	The price of the Company’s shares on ASX reaches $0.1655 based on a 60-day VWAP.	The performance rights will lapse and be forfeit if any of the following occurs:  Dr Dalgleish’s employment with the Company ceases (except in certain circumstances).  Dr Dalgleish does not give written notice to the Company within 12 months from the date of achievement ofamilestone.
11,087,553 Class C	The price of the Company’s shares on ASX reaches $0.32 based on a 60-day VWAP.	The performance rights will lapse and be forfeit if any of the following occurs:  Dr Dalgleish’s employment with the Company ceases (except in certain circumstances).  Dr Dalgleish does not give written notice to the Company within 12 months from the date of achievement of a milestone.

The full terms of the Dalgleish Performance Rights are set out at Schedule 1.

Howard Performance Rights

The Howard Performance Rights are constituted by ‘Class D’ performance rights and ‘Class E’ performance rights and subject to their terms, will vest into one Share each subject to the satisfaction of certain milestones and vesting conditions. In the event that the applicable milestones and vesting conditions for a class of Howard Performance Right are not met, that class of Howard Performance Right will not vest and, as a result, no new Shares will be issued to Mr Howard.

There is nil consideration payable upon the issue of any of the Howard Performance Rights or on the vesting of a Howard Performance Right to a share.

A summary of the terms and conditions applicable to the Howard Performance Rights is set out below:

Number and class	Milestone	Term of performance rights

1,400,000 Class D	The price of the Company’s shares on ASX reaches $0.1655 based on a 60-day VWAP.	The performance rights will lapse and be forfeit if any of the following occurs:  Mr Howard’s employment with the Company ceases (except in certain circumstances).  Mr Howard does not give written notice to the Company within 12 months from the date of achievement of a milestone.
1,400,000 Class E	The price of the Company’s shares on ASX reaches $0.32 based on a 60-day VWAP.	The performance rights will lapse and be forfeit if any of the following occurs:  Mr Howard’s employment with the Company ceases (except in certain circumstances).  Mr Howard does not give written notice to the Company within 12 months from the date of achievement of a milestone.

The full terms of the Howard Performance Rights are set out at Schedule 2.

4.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the New Performance Rights to Dr Dalgleish and Mr Howard (as applicable) constitutes giving a financial benefit as both Dr Dalgleish and Mr Howard are related parties of the Company by virtue of being Directors and Officers of the Company, with Dr Dalgleish holding the role of Managing Director and Executive Chairman and Mr Howard holding the role of Executive Director, Chief Financial Officer and Company Secretary.

Mr Charles Rottier (being the only Director of the Company who does not have a material personal interest in Resolutions 4(a) and 4(b)), considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the New Performance Rights because the agreements to grant the New Performance Rights to each of Dr Dalgleish and Mr Howard, reached as part of their respective remuneration packages, are considered reasonable remuneration in the circumstances and were negotiated on an arm’s length basis.

4.3 Technical information required by ASX Listing Rule 14.1A

If Resolutions 4(a) and 4(b) are passed (as applicable), the Company will be able to grant the New Performance Rights to Dr Dalgleish and Mr Howard (as applicable) during the month following the Meeting (or a longer period if allowed by ASX).

If Resolutions 4(a) and 4(b) are not passed, the Company will not be able to proceed with the issue of the New Performance Rights to either Dr Dalgleish or Mr Howard (as applicable) and will likely be required to renegotiate the terms of the ESAs with Dr Dalgleish and Mr Howard respectively.

4.4 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in respect of Resolutions 4(a) and 4(b):

(a) the New Performance Rights will be issued to:
14
(i) Dr Dalgleish (or his nominee), who falls within the category set out in ASX Listing Rule 10.11.1 as Dr Dalgleish is a related party of the Company by virtue of being a Director; and
(ii) Mr Howard (or his nominee), who falls within the category set out in ASX Listing Rule 10.11.1 as Mr Howard is a related party of the Company by virtue of being a Director;
(b) the maximum number of New Performance Rights to be issued to Dr Dalgleish and Mr Howard are as follows:

Holder	Maximum number of Class B performance rights	Maximum number of Class C performance rights
Dr Dalgleish	12,416,392	11,087,553

Holder	Maximum number of Class D performance rights	Maximum number of Class E performance rights
Mr Howard	1,400,000	1,400,000

(c) the terms and conditions of the New Performance Rights are set out in Schedule 1 (with respect of the Dalgleish Performance Rights) and Schedule 2 (with respect of the Howard Performance Rights);
(d) the New Performance Rights will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended to issue all of the New Performance Rights on the same date;
(e) the New Performance Rights will be issued for nil cash consideration. The Company will not receive any other consideration in respect of the issue of the New Performance Rights.
(f)

the purpose of the issue of the New Performance Rights is to:

(i) provide a performance linked and cost-effective incentive component in the remuneration packages for Dr Dalgleish and Mr Howard to motivate and reward their respective performances as Directors and Officers of the Company (with Dr Dalgleish holding the roles of Managing Director and Executive Chairman and Mr Howard holding the roles of Executive Director, Chief Financial Officer and Company Secretary), enabling the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Dr Dalgleish and Mr Howard; and
(ii) to replace performance rights previously cancelled and fulfil commitments under the ESAs (as summarised at Section 4.1 above);
(g) the current total remuneration package for Dr Dalgleish is $180,000 per annum (plus superannuation contributions and less applicable tax deductions) and the total remuneration package for Mr Howard is $147,500 per annum (plus superannuation contributions and less applicable tax deductions);
(h) the New Performance Rights are being issued to Dr Dalgleish and Mr Howard under their respective ESAs. A summary of the material terms of the Dalgleish ESA is set out in Schedule 1 and a summary of the material terms of the Howard ESA is set out in Schedule 2;
15
(i) a voting exclusion statement is included in this Notice of Meeting.

4.5 Board recommendation

Mr Charles Rottier, being the only Director who does not have a material personal interest in the outcome of Resolutions 4(a) and 4(b), recommends that Shareholders vote in favour of Resolutions 4(a) and 4(b) for the following reasons:

(a) the issue of the New Performance Rights will continue to align the interests of Dr Dalgleish and Mr Howard with those of Shareholders;
(b) the issue of the New Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Dalgleish and Mr Howard;
(c) the issue of the New Performance Rights will fulfil commitments owing to and replace performance rights previously issued to Dr Dalgleish and Mr Howard under the ESAs; and
(d) the issue of the New Performance Rights will reinstate, without additional benefit, the remuneration provisions that were in place prior to their cancellation on 18 April 2023, except that the terms of the New Performance Rights do not include any NPAT-related milestones for vesting and do not allow for adjustments to be made to the issue of performance rights to the extent those adjustments would not be compliant with the ASX Listing Rules.

In forming this recommendation, Mr Rottier has considered the respective experience of Dr Dalgleish and Mr Howard, their existing contributions to the Company and current market practices when determining the provision of performance rights and the terms proposed.

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests to pass Resolutions 4(a) and 4(b).

GLOSSARY

$ means Australian dollars.

AEST means Australian Eastern Standard Time.

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

ASIC means the Australian Securities & Investments Commission.

Associate has the same meaning given to the term as in the ASX Listing Rules.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors of the Company.

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 chair of the Meeting.

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

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means GreenHy2 Limited (ACN 000 689 725).

Constitution means the Company’s constitution.

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

Dalgleish ESA means the executive services agreement dated 29 October 2021 between the Company and Dr Paul Dalgleish.

Dalgleish Performance Rights means:

(a) the 12,416,392 Class B Performance Rights; and
(b) the 11,087,553 Class C Performance Rights,

proposed to be issued to Dr Dalgleish in accordance with Resolution 4(a) and on the terms and conditions set out at Schedule 1.

Directors means the current directors of the Company.

ESAs means:

(a) the Dalgleish ESA; and

(b) the Howard ESA.

Equity Securities includes a Share, a right to a Share, a convertible security and any other security

that ASX decides to classify as an Equity Security.

Excluded Persons means the Key Management Personnel and their Closely Related Parties.

Explanatory Statement means the explanatory statement accompanying the Notice.

Group means the Company and each of its subsidiaries from time to time.

Howard ESA means the executive services agreement dated 10 July 2019 between the Company and Mr William Howard.

Howard Performance Rights means:

(a) the 1,400,000 Class D Performance Rights; and
(b) the 1,400,000 Class E Performance Rights,

proposed to be issued to Mr Howard in accordance with Resolution 4(b) and on the terms and conditions set out at Schedule 2.

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

M means million.

Meeting means the meeting convened by this Notice.

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

NPAT means net profit after tax.

New Performance Rights means:

(a) the Dalgleish Performance Rights; and

(b) the Howard Performance Rights.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 31 December 2023.

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

Related Party has the meaning given to this term as in section 228 of the Corporations Act.

S&P/ASX 300 Index means the S&P/ASX 300 Index as published by Standard & Poors from time to time.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Special Resolution has the meaning given to this term as in section 9 of the Corporations Act.

Voting Power has the meaning given in section 610 of the Corporations Act.

VWAP means the volume-weighted average price is a measurement that shows the average price of a security, adjusted for its volume. It is calculated by taking the total dollar value of trading in the security

and dividing it by the volume of trades during that period.

SCHEDULE 1

(A) MATERIAL TERMS OF THE DALGLEISH ESA

==> picture [452 x 312] intentionally omitted <==

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

Terms Details
Commencement 15 July 2019
Date
Employment Status Permanent full time
Average Weekly 38
Hours
Position Managing Director
Location As reasonably directed by the Board.
Base Salary $180,000
Performance Rights  12,416,392 “Class B Performance Rights” subject to terms and conditions
and milestones set out at Section B below.
 11,087,553 “Class C Performance Rights” subject to terms and conditions
and milestones set out at Section C below.
Review Date February of each year.
----- End of picture text -----

(B) TERMS AND CONDITIONS OF DALGLEISH PERFORMANCE RIGHTS (CLASS B PERFORMANCE RIGHTS)

(1.1) Definitions

In this Section B, the following definitions apply unless the context requires otherwise:

Conversion Notice has the meaning given in paragraph o below.

Milestone has the meaning given in paragraph n below.

(1.2) Terms and Conditions

The Class B Performance Rights will be issued on the following terms and conditions:

a. ( Entitlement ) Each Class B Performance Right entitles Dr Dalgleish to subscribe for one fully paid Share upon satisfaction of the Milestone and issue of the Conversion Notice by Dr Dalgleish.
b. ( Notice of satisfaction of Milestone ) The Company shall give written notice to Dr Dalgleish promptly following satisfaction of a Milestone or lapse of a Class B Performance Right where the Milestone is not satisfied.
c. ( No voting rights ) A Class B Performance Right does not entitle Dr Dalgleish to vote on any resolutions proposed by the Company except as required by law.
d. ( No dividend rights ) A Class B Performance Right does not entitle Dr Dalgleish to any dividends.
20
e. ( No rights to return of capital ) A Class B Performance Right does not entitle Dr Dalgleish to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
f. ( Rights on winding up ) A Class B Performance Right does not entitle Dr Dalgleish to participate in the surplus profits or assets of the Company upon winding up.
g. ( Not transferable ) A Class B Performance Right is not transferable.
h. ( Reorganisation of capital ) If at any time the issued capital of the Company is reconstructed, all rights of Dr Dalgleish will be changed in a manner consistent with the applicable ASX Listing Rules and Corporations Act at the time of reorganisation.
i. ( Application to ASX ) The Class B Performance Rights will not be quoted on ASX. However, the Company must apply for the official quotation of a Share issued on conversion of a Class B Performance Right on ASX within the time period required by the ASX Listing Rules.
j. ( Participation in new issues ) A Class B Performance Right does not entitle Dr Dalgleish (in his capacity as a holder of a Class B Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
k. ( Change of control ) Notwithstanding that the Milestone may not have been satisfied, where a change of control event occurs, the Milestone is deemed to have been satisfied and each Class B Performance Right shall convert immediately.

For the purpose of this paragraph, a change of control event occurs where:

i. a person acquires Voting Power in more than 50% of the Shares in the Company; or
ii. any event occurs (including a merger of the Company with another company) whether specified above or not and whether at a different percentage to that specified above or not, which the Board determines, in its absolute discretion, to be a change of control event.
l. ( Effect of termination of employment ) All Class B Performance Rights issued will automatically lapse and are forfeited:
i. 30 days after Dr Dalgleish voluntarily resigns from employment from the Company by giving not less than 6 months prior notice in writing to the Company; or
ii. immediately, if Dr Dalgleish’s employment is terminated for cause pursuant to the Dalgleish ESA.

Notwithstanding the above, the Class B Performance Rights will not lapse where Dr Dalgleish ceases employment with the Company in any circumstance where the employment comes to an end except as set out in paragraphs m(i) or m(ii) above, including:

iii. death, or where Dr Dalgleish becomes disabled and is unable to perform his normal duties;
iv. retirement; or
v. redundancy.
m. ( No other rights ) A Class B Performance Right gives Dr Dalgleish no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
n. ( Milestone ) A Class B Performance Right will be able to be converted into a Share by Dr Dalgleish subject to satisfaction of the following milestone ( “Milestone” ):
i. the price of the Company’s Shares on ASX reaches $0.1655 based on a 60-day VWAP.
o. ( Conversion Notice ) A Class B Performance Right may be converted by Dr Dalgleish giving written notice to the Company ( “Conversion Notice” ) within twelve months from the date of the achievement of the Milestone. No payment is required to be made for conversion of a Class B Performance Right to a Share.
p. ( Lapse ) If the Milestone is not achieved by the required date or the Conversion Notice not given to the Company by the required date, then the relevant Class B Performance Right will automatically lapse.
21
q. ( Issue of Shares ) The Company will issue the Share on conversion of a Class B Performance Right within 10 business days following the conversion or such other period required by the ASX Listing Rules.
r. ( Holding statement ) The Company will issue Dr Dalgleish with a new holding statement for any Share issued upon conversion of a Class B Performance Right within 10 business days following the issue of the Share.
s. ( Ranking upon conversion ) The Share into which a Class B Performance Right may convert will rank pari passu in all respects with existing Shares.

(C) TERMS AND CONDITIONS OF DALGLEISH PERFORMANCE RIGHTS (CLASS C PERFORMANCE RIGHTS)

(1.1) Definitions

In this Section C, the following definitions apply unless the context requires otherwise:

Conversion Notice has the meaning given in paragraph o below.

Milestone has the meaning given in paragraph n below.

(1.2) Terms and Conditions

The Class C Performance Rights will be issued on the following terms and conditions:

a. ( Entitlement ) Each Class C Performance Right entitles Dr Dalgleish to subscribe for one fully paid Share upon satisfaction of the Milestone and issue of the Conversion Notice by Dr Dalgleish.
b. ( Notice of satisfaction of Milestone ) The Company shall give written notice to Dr Dalgleish promptly following satisfaction of a Milestone or lapse of a Class C Performance Right where the Milestone is not satisfied.
c. ( No voting rights ) A Class C Performance Right does not entitle Dr Dalgleish to vote on any resolutions proposed by the Company except as otherwise required by law.
d. ( No dividend rights ) A Class C Performance Right does not entitle Dr Dalgleish to any dividends.
e. ( No rights to return of capital ) A Class C Performance Right does not entitle Dr Dalgleish to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
f. ( Rights on winding up ) A Class C Performance Right does not entitle Dr Dalgleish to participate in the surplus profits or assets of the Company upon winding up.
g. ( Not transferable ) A Class C Performance Right is not transferable.
h. ( Reorganisation of capital ) If at any time the issued capital of the Company is reconstructed, all rights of Dr Dalgleish will be changed in a manner consistent with the applicable ASX Listing Rules and Corporations Act at the time of reorganisation.
i. ( Application to ASX ) The Class C Performance Rights will not be quoted on ASX. However, the Company must apply for the official quotation of a Share issued on conversion of a Class C Performance Right on ASX within the time period required by the ASX Listing Rules.
j. ( Participation in new issues ) A Class C Performance Right does not entitle Dr Dalgleish (in his capacity as a holder of a Class C Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
k. ( Change of control ) Notwithstanding that the Milestone may not have been satisfied, where a change of control event occurs, the Milestone is deemed to have been satisfied and each Class C Performance Right shall convert immediately.

For the purpose of this paragraph, a change of control event occurs where:

i. a person acquires Voting Power in more than 50% of the Shares in the Company; or
22
ii. any event occurs (including a merger of the Company with another company) whether specified above or not and whether at a different percentage to that specified above or not, which the Board determines, in its absolute discretion, to be a change of control event.
l. ( Effect of termination of employment ) All Class C Performance Rights issued will automatically lapse and are forfeited:
i. 30 days after Dr Dalgleish voluntarily resigns from employment from the Company by giving not less than 6 months prior notice in writing to the Company, or the Company elects to; or
ii. immediately, if Dr Dalgleish’s employment is terminated for cause pursuant to the Dalgleish ESA.

Notwithstanding the above, the Class C Performance Rights will not lapse where Dr Dalgleish ceases employment with the Company in any circumstance where the employment comes to an end except as set out in paragraphs m(i) or m(ii) above, including:

iii. death, or where Dr Dalgleish becomes disabled and is unable to perform his normal duties;
iv. retirement; or
v. redundancy.
m. ( No other rights ) A Class C Performance Right gives Dr Dalgleish no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
n. ( Milestone ) A Class C Performance Right will be able to be converted into a Share by Dr Dalgleish subject to satisfaction of the following milestone ( “Milestone” ):
i. the price of the Company’s Shares on ASX reaches $0.32 based on a 60-day VWAP.
o. ( Conversion Notice ) A Class C Performance Right may be converted by Dr Dalgleish giving written notice to the Company ( “Conversion Notice” ) within twelve months from the date of the achievement of the Milestone. No payment is required to be made for conversion of a Class C Performance Right to a Share.
p. ( Lapse ) If the Milestone is not achieved by the required date or the Conversion Notice not given to the Company by the required date, then the relevant Class C Performance Right will automatically lapse.
q. ( Issue of Shares ) The Company will issue the Share on conversion of a Class C Performance Right within 10 business days following the conversion or such other period required by the ASX Listing Rules.
r. ( Holding statement ) The Company will issue Dr Dalgleish with a new holding statement for any Share issued upon conversion of a Class C Performance Right within 10 business days following the issue of the Share.
s. ( Ranking upon conversion ) The Share into which a Class C Performance Right may convert will rank pari passu in all respects with existing Shares.
23

SCHEDULE 2

(A) MATERIAL TERMS OF THE HOWARD ESA

==> picture [452 x 406] intentionally omitted <==

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

Terms Details
Commencement 15 July 2019
Date
Employment Permanent full time
Status
Average Weekly 38
Hours
Position Chief Financial Officer and Company Secretary
Location As reasonably directed by the Company.
Base Salary $147,500
Short Term Mr Howard is eligible to participate in a Short-Term Incentive ( “STI” ). STI is not
Incentive guaranteed. The Company reserves the right to pay, change or discontinue the
STI at its absolute discretion at any time with 3 months’ notice.
At the commencement of the Howard ESA, Mr Howard’s target STI bonus is
equivalent to 40% of Mr Howard’s Base Salary.
Performance  1,400,000 “Class D Performance Rights” subject to terms and conditions
Rights and milestones set out at Section B below.
 1,400,000 “Class E Performance Rights” subject to terms and conditions
and milestones set out at Section C below.
Review Date Annual.
----- End of picture text -----

(B) TERMS AND CONDITIONS OF HOWARD PERFORMANCE RIGHTS (CLASS D PERFORMANCE RIGHTS)

(1.1) Definitions

In this Section B, the following definitions apply unless the context requires otherwise:

Conversion Notice has the meaning given in paragraph o below.

Milestone has the meaning given in paragraph n below.

(1.2) Terms and Conditions

The Class D Performance Rights will be issued on the following terms and conditions:

a. ( Entitlement ) Each Class D Performance Right entitles Mr Howard to subscribe for one fully paid Share upon satisfaction of the Milestone and issue of the Conversion Notice by Mr Howard.
b. ( Notice of satisfaction of Milestone ) The Company shall give written notice to Mr Howard promptly following satisfaction of a Milestone or lapse of a Class D Performance Right where the
24

Milestone is not satisfied.

c. ( No voting rights ) A Class D Performance Right does not entitle Mr Howard to vote on any resolutions proposed by the Company except as otherwise required by law.
d. ( No dividend rights ) A Class D Performance Right does not entitle Mr Howard to any dividends.
e. ( No rights to return of capital ) A Class D Performance Right does not entitle Mr Howard to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
f. ( Rights on winding up ) A Class D Performance Right does not entitle Mr Howard to participate in the surplus profits or assets of the Company upon winding up.
g. ( Not transferable ) A Class D Performance Right is not transferable.
h. ( Reorganisation of capital ) If at any time the issued capital of the Company is reconstructed, all rights of Mr Howard will be changed in a manner consistent with the applicable ASX Listing Rules and Corporations Act at the time of reorganisation.
i. ( Application to ASX ) The Class D Performance Rights will not be quoted on ASX. However, the Company must apply for the official quotation of a Share issued on conversion of a Class D Performance Right on ASX within the time period required by the ASX Listing Rules.
j. ( Participation in new issues ) A Class D Performance Right does not entitle Mr Howard (in his capacity as a holder of a Class D Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
k. ( Change of control ) Notwithstanding that the Milestone may not have been satisfied, where a change of control event occurs, the Milestone is deemed to have been satisfied and each Class D Performance Right shall convert immediately.

For the purpose of this paragraph, a change of control event occurs where:

i. a person acquires Voting Power in more than 50% of the Shares in the Company; or
ii. any event (including a merger of the Company with another company) whether specified above or not and whether at a different percentage to that specified above or not, which the Board determines, in its absolute discretion, to be a change of control event.
l. ( Effect of termination of employment ) All Class D Performance Rights issued will automatically lapse and are forfeited:
i. 30 days after Mr Howard voluntarily resigns from employment from the Company by giving not less than 6 months prior notice in writing to the Company, or the Company elects to; or
ii. immediately, if Mr Howard’s employment is terminated for cause pursuant to the Howard ESA.

Notwithstanding the above, the Class D Performance Rights will not lapse where Mr Howard ceases employment with the Company in the following circumstances:

iii. death, or where Mr Howard becomes disabled and is unable to perform his normal duties;
iv. retirement;
v. redundancy; or
vi. any other circumstance where the employment comes to an end except as set out in paragraphs m(i) or m(ii) above.
m. ( No other rights ) A Class D Performance Right gives Mr Howard no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
n. ( Milestone ) A Class D Performance Right will be able to be converted into a Share by Mr Howard subject to satisfaction of the following milestone ( “Milestone” ):
i. the price of the Company’s shares on ASX reaches $0.1655 based on a 60-day VWAP.
o. ( Conversion Notice ) A Class D Performance Right may be converted by Mr Howard giving
25

written notice to the Company ( “Conversion Notice” ) within twelve months from the date of the achievement of the Milestone. No payment is required to be made for conversion of a Class D Performance Right to a Share.

p. ( Lapse ) If the Milestone is not achieved by the required date or the Conversion Notice not given to the Company by the required date, then the relevant Class D Performance Right will automatically lapse.
q. ( Issue of Shares ) The Company will issue the Share on conversion of a Class D Performance Right within 10 business days following the conversion or such other period required by the ASX Listing Rules.
r. ( Holding statement ) The Company will issue Mr Howard with a new holding statement for any Share issued upon conversion of a Class D Performance Right within 10 business days following the issue of the Share.
s. ( Ranking upon conversion ) The Share into which a Class D Performance Right may convert will rank pari passu in all respects with existing Shares.

(C) TERMS AND CONDITIONS OF HOWARD PERFORMANCE RIGHTS (CLASS E PERFORMANCE RIGHTS)

(1.1) Definitions

In this Section C, the following definitions apply unless the context requires otherwise:

Conversion Notice has the meaning given in paragraph o below.

Milestone has the meaning given in paragraph n below.

(1.2) Terms and Conditions

The Class E Performance Rights will be issued on the following terms and conditions:

a. ( Entitlement ) Each Class E Performance Right entitles Mr Howard to subscribe for one fully paid Share upon satisfaction of the Milestone and issue of the Conversion Notice by Mr Howard.
b. ( Notice of satisfaction of Milestone ) The Company shall give written notice to Mr Howard promptly following satisfaction of a Milestone or lapse of a Class E Performance Right where the Milestone is not satisfied.
c. ( No voting rights ) A Class E Performance Right does not entitle Mr Howard to vote on any resolutions proposed by the Company except as otherwise required by law.
d. ( No dividend rights ) A Class E Performance Right does not entitle Mr Howard to any dividends.
e. ( No rights to return of capital ) A Class E Performance Right does not entitle Mr Howard to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
f. ( Rights on winding up ) A Class E Performance Right does not entitle Mr Howard to participate in the surplus profits or assets of the Company upon winding up.
g. ( Not transferable ) A Class E Performance Right is not transferable.
h. ( Reorganisation of capital ) If at any time the issued capital of the Company is reconstructed, all rights of Mr Howard will be changed in a manner consistent with the applicable ASX Listing Rules and Corporations Act at the time of reorganisation.
i. ( Application to ASX ) The Class E Performance Rights will not be quoted on ASX. However, the Company must apply for the official quotation of a Share issued on conversion of a Class E Performance Right on ASX within the time period required by the ASX Listing Rules.
j. ( Participation in new issues ) A Class E Performance Right does not entitle Mr Howard (in his capacity as a holder of a Class E Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
k. ( Change of control ) Notwithstanding that the Milestone may not have been satisfied, where a change of control event occurs, the Milestone is deemed to have been satisfied and each Class
26

E Performance Right shall convert immediately.

For the purpose of this paragraph, a change of control event occurs where:

i. a person acquires Voting Power in more than 50% of the Shares in the Company; or
ii. any event (including a merger of the Company with another company) whether specified above or not and whether at a different percentage to that specified above or not, which the Board determines, in its absolute discretion, to be a change of control event.
l. ( Effect of termination of employment ) All Class E Performance Rights issued will automatically lapse and are forfeited:
i. 30 days after Mr Howard voluntarily resigns from employment from the Company by giving not less than 6 months prior notice in writing to the Company, or the Company elects to; or
ii. immediately, if Mr Howard’s employment is terminated for cause pursuant to the Howard ESA.

Notwithstanding the above, the Class E Performance Rights will not lapse where Mr Howard ceases employment with the Company in the following circumstances:

iii. death, or where Mr Howard becomes disabled and is unable to perform his normal duties;
iv. retirement;
v. redundancy; or
vi. any other circumstance where the employment comes to an end except as set out in paragraphs m(i) or m(ii) above.
m. ( No other rights ) A Class E Performance Right gives Mr Howard no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
n. ( Milestone ) A Class E Performance Right will be able to be converted into a Share by Mr Howard subject to satisfaction of the following milestone ( “Milestone” ):
i. the price of the Company’s shares on ASX reaches $0.32 based on a 60-day VWAP.
o. ( Conversion Notice ) A Class E Performance Right may be converted by Mr Howard giving written notice to the Company ( “Conversion Notice” ) within twelve months from the date of the achievement of the Milestone. No payment is required to be made for conversion of a Class E Performance Right to a Share.
p. ( Lapse ) If the Milestone is not achieved by the required date or the Conversion Notice not given to the Company by the required date, then the relevant Class E Performance Right will automatically lapse.
q. ( Issue of Shares ) The Company will issue the Share on conversion of a Class E Performance Right within 10 business days following the conversion or such other period required by the ASX Listing Rules.
r. ( Holding statement ) The Company will issue Mr Howard with a new holding statement for any Share issued upon conversion of a Class E Performance Right within 10 business days following the issue of the Share.
s. ( Ranking upon conversion ) The Share into which a Class E Performance Right may convert will rank pari passu in all respects with existing Shares.
27

==> picture [109 x 41] intentionally omitted <==

GreenHy2 Limited ABN 51 000 689 725

LODGE YOUR VOTE

ONLINE
https://investorcentre.linkgroup.com

BY MAIL  GreenHy2 Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX +61 2 9287 0309



 BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of GreenHy2 Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am (AEST) on Friday, 24 May 2024 at Suite 303, Level 3, 75 King Street, NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. The Notice of Meetings is available on company’s website www.greenhy2.com.au/investors. Important for Resolutions 1 & 4: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 & 4, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am (AEST) on Friday, 24 May 2024 at Suite 303, Level 3, 75 King Street, NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. The Notice of Meetings is available on company’s website www.greenhy2.com.au/investors. Important for Resolutions 1 & 4: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 & 4, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Adoption of Remuneration Report 4b Issue of New Performance Rights

1 Adoption of Remuneration Report 4b Issue of New Performance Rights to Mr William Howard 2 Election of Director – Mr Charles Rottier

==> picture [79 x 51] intentionally omitted <==

3 Approval of Additional 10% Placement Capacity
4a Issue of New Performance Rights to Dr Paul Dalgleish

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required majority.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may 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).

H2G PRX2401C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the 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. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (AEST) on Wednesday, 22 May 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

ONLINE

https://investorcentre.linkgroup.com

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the BY MAIL  Meeting will be voted according to the instructions set out in this Proxy GreenHy2 Limited Form, including where the Resolutions are connected directly or indirectly C/- Link Market Services Limited with the remuneration of KMP. Locked Bag A14 VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Sydney South NSW 1235 You may direct your proxy how to vote by placing a mark in one of the Australia 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  BY FAX voting rights are to be voted on any item by inserting the percentage or +61 2 9287 0309 number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may  BY HAND vote as he or she chooses. If you mark more than one box on an item your delivering it to Link Market Services Limited vote on that item will be invalid. Parramatta Square APPOINTMENT OF A SECOND PROXY Level 22, Tower 6 You are entitled to appoint up to two persons as proxies to attend the 10 Darcy Street Meeting and vote on a poll. If you wish to appoint a second proxy, an Parramatta NSW 2150 additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. * During business hours (Monday to Friday, 9:00am–5:00pm) To appoint a second proxy you must: (a) on each of the first Proxy Form and the second 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. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding:* where the holding is in more than one name, either shareholder may sign.

During business hours (Monday to Friday, 9:00am–5:00pm)

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting Virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at https://investorcentre.linkgroup.com.

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

AI assistant

GREENHY2 LIMITED — AGM Information 2024

65033_rns_2024-04-21_afeae8c0-180e-4bf1-a1c1-da26b70cef07.pdf

22 April 2024

Notice of Annual General Meeting

This announcement had been authorised for release by the Board.

FOR FURTHER INFORMATION PLEASE CONTACT:

ABOUT GreenHy2 Limited Formerly Tempoaust Limited