Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

HAWSONS IRON LTD AGM Information 2021

Oct 12, 2021

65053_rns_2021-10-12_16c5b098-6b16-469f-920b-0e39e638da20.pdf

AGM Information

Open in viewer

Opens in your device viewer

==> picture [238 x 170] intentionally omitted <==

Hawsons Iron: Notice of Annual General Meeting

Hawsons Iron Ltd (ASX: HIO ) will be holding its 2021 Annual General Meeting at 11.00am (AEST) on Tuesday, 16 November 2021 (Meeting). Due to the continually uncertain and evolving circumstances involving COVID-19 and associated health and safety concerns, the Meeting will be held as a virtual meeting.

Attached are copies of the following documents in relation to the Meeting:

  • Executive Chair’s Letter to shareholders (which includes details of the arrangements in relation to the meeting;

  • Notice of Annual General Meeting 2021;

  • Proxy Form;

  • Questions from Shareholders Form;

  • Update shareholder Electronic Communication Form (Recommended); and

  • AGM Online Guide.

Released by authority of the Board

Hawsons Iron Limited

13 October 2021

Lvl 20 | 300 Queen Street, Brisbane QLD 4000

==> picture [138 x 86] intentionally omitted <==

==> picture [15 x 9] intentionally omitted <==

==> picture [15 x 8] intentionally omitted <==

==> picture [14 x 9] intentionally omitted <==

  • 61 7 3220 2022

[email protected]

13 October 2021

Dear Hawsons Shareholders

On behalf of the entire Board of Hawsons Iron Limited ( Company ), it is my pleasure to invite you to consider the business conducted at the Company’s AGM.

Due to the rapidly evolving coronavirus (COVID-19) outbreak and the Federal Government’s selfisolation and gathering restrictions, Shareholders will not be able to physcially attend the Meeting. The Company encourages Shareholders to consider participating in the Meeting virtually through an online platform at https://agmlive.link/HIO21 and voting by proxy.

Shareholders are invited to submit questions in advance of the Meeting by email to the Company Secretary at [email protected] by no later than 11:00AM (AEST) on Sunday, 14 November 2021. Further information on how to do this is set out in the user guide at Annexure D of this Notice. Shareholders will be able to hear and view the Meeting on their own computer and ask questions as if Shareholders were able to be physically present at the Meeting.

Shareholders can vote by proxy by completing the enclosed Proxy Form and returning it in person, by fax or in the envelope provided or by voting online. Instructions on how to appoint a proxy are detailed on the Proxy Form. Proxies must be received no later than 11:00AM on Sunday, 14 November 2021 to be valid for the Meeting.

We would also encourage shareholders to update their email address with Link Market Services utilising the form herein, to ensure you receive electronic company communications to your email.

In the event that the Company is required to make alternative arrangements for the Meeting or the Federal Government’s self-isolation and large gathering restrictions are lifted, we will notify you by lodging an ASX announcement and updating our website.

On behalf of your Directors, I would like to thank you for your continued support of the Company.

Kind regards

==> picture [129 x 54] intentionally omitted <==

Bryan Granzien Executive Chairman

1

Hawsons Iron Limited (ASX: HIO) | ABN 63 095 117 981 | PO Box 10919, Brisbane QLD 4000 | hawsons.com.au

==> picture [229 x 169] intentionally omitted <==

HAWSONS IRON LIMITED ACN 095 117 981

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held online on Tuesday, 16 November 2021 at 11:00AM (AEST).

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

The Notice of General Meeting (together with the Explanatory Memorandum) and Proxy Form should each 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.

Due to the rapidly evolving coronavirus (COVID-19) outbreak and the Federal Government’s selfisolation and large gathering restrictions, the Company is not currently permitted to hold a meeting that Shareholders are physcially able to attend. Accordingly, Shareholders will be offered the opportunity to participate at the Meeting virtually through an online platform at https://agmlive.link/HIO21.

If by the time of the Meeting the Federal Government’s self-isolation and large gathering restrictions are lifted, Shareholders will be notified via the ASX’s Company Announcement Platform regarding pyhsical attendance at the Meeting.

Due to the legal uncertainty, and the information available to the Company as at the date of this Notice, during these unprecedented times, the Board has determined that all voting on Resolutions at the Meeting will take place by poll and proxy only .

Shareholders are strongly urged to vote by lodging the Proxy Form attached to the Notice by no later than 11:00AM (AEST) on Sunday, 14 November 2021.

1 | P a g e

13 October 2021

HAWSONS IRON LIMITED ACN 095 117 981

NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY MEMORANDUM AND PROXY FORM

Notice is hereby given that the annual general meeting of Shareholders of Hawsons Iron Limited ACN 095 117 981 ( Company ) will be held on Tuesday, 16 November 2021 at 11:00AM (AEST) ( Meeting ).

The Company is pleased to provide Shareholders with the opportunity to participate in the Meeting virtually through an online platform at https://agmlive.link/HIO21. Further information on how to participate in the Meeting online is set out in Section 2 of this Notice of Meeting.

An Explanatory Memorandum and Proxy Form accompany this Notice and provide additional information on the Resolutions to be considered at the Meeting. The Explanatory Memorandum and Proxy Form form part of this Notice and should be read in conjunction with it.

Capitalised terms used in the Notice are defined in Schedule 1 (Definitions).

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 as Shareholders of the Company on Sunday, 14 November 2021 at 11:00AM (AEST).

You are encouraged to complete, sign and deliver the accompanying Proxy Form and return it in accordance with the instructions set out below.

2 | P a g e

AGENDA

Financial Statements and Directors’ Report

The financial statements, Directors’ Report and Auditor’s Report for the year ended 30 June 2021 are to be tabled.

RESOLUTIONS

1. Adoption of Remuneration Report (Non-binding)

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

" That for the purposes of section 250R(2) of the Corporations Act and for all other purposes the remuneration report for the Company for the year ended 30 June 2021 be adopted ."

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

Voting Exclusion Statement

In accordance with section 250(R) of the Corporations Act, a vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1 (as set out above), and either:

  • (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or

  • (b) the person is the Chair and the appointment of the Chair as proxy:

  • (i) does not specify the way the proxy is to vote on Resolution 1; and

  • (ii) expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chair intends to vote all available proxies IN FAVOUR of Resolution 1.

2. Re-election of Paul Cholakos as a Director

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

" That Mr Paul Cholakos, who retires by rotation in accordance with Clause 3.6 of the Constitution and, being eligible, offers himself for election, be re-elected as a Director of the Company ."

The Chair intends to vote all available proxies IN FAVOUR of Resolution 2.

3 | P a g e

3. Re-election of Jon Parker as a Director

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

" That Mr Jon Parker, having been appointed as a Director in accordance with Clause 11.11 of the Constitution by resolution of the Board, retires in accordance with the Clause 3.3 of the Constitution and being eligible, offers himself for election, be re- elected as a Director of the Company. "

The Chair intends to vote all available proxies IN FAVOUR of Resolution 3.

4. Approval of Additional Placement Capacity under ASX Listing Rule 7.1A

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

That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement .”

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 4 by or on behalf of:

  • the named person or class of persons excluded from voting; or

  • an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution 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 or attorney for a person who is entitled to vote on the resolution, in accordance with a direction 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.

The Chair intends to vote all available proxies IN FAVOUR of Resolution 4.

BY ORDER OF THE BOARD

Greg Khan Company Secretary Hawsons Iron Limited

Dated: 13 October 2021

4 | P a g e

Contents

Contents Contents
AGENDA 3
1. Adoption of Remuneration Report (Non-binding) 3
2. Re-election of Paul Cholakos as a Director 3
3. Re-election of Jon Parker as a Director 4
4. Approval of Additional Placement Capacity under ASX Listing Rule 7.1A 4
EXPLANATORY MEMORANDUM 6
1. Introduction 6
2. Action to be taken by Shareholders 6
3. Financial Statements and Directors’ Report 8
4. Resolution 2 – Re-election of Director 9
5. Resolution 3 – Re-election of Director 10
6. Resolution 4 – Approval of 10% Placement Facility 11
Schedule 1 - Definitions 17
Annexures referred to in Notice 19

5 | P a g e

HAWSONS IRON LIMITED ACN 095 117 981

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 11:00am (AEST) on Tuesday, 16 November 2021.

The purpose of the Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions set out in this Notice.

A Proxy Form accompanies this Notice and provides additional information on the Resolutions to be considered at the Meeting.

This Explanatory Memorandum and Proxy Form, form part of the Notice and should be read in conjunction with it and should be read in their entirety.

Capitalised terms used in this Explanatory Memorandum have the meaning given to them in Schedule 1.

2. Action to be taken by Shareholders

Shareholders should read the Notice, including the Explanatory Memorandum, carefully before deciding how to vote on the Resolutions.

2.1 Voting in person subject to self-isolation rules and large gathering restrictions being lifted

Due to the self-isolation rules and large gathering restrictions put in place by the Federal Government as at the date the Meeting was called, there will be no voting in person and Shareholders are urged to vote by proxy and must ensure that their proxies are received by the Company by no later than 11.00am (AEST) on Sunday, 14 November 2021.

Voting on the Resolutions at the Meeting will be conducted by poll. Further details of the poll will be provided at the Meeting.

In the event that the Federal Government’s self-isolation and large gathering restrictions are lifted before the date of the Meeting, we will lodge an ASX announcement and update our website regarding the voting arrangements for the Meeting.

2.2 Proxies

  • (a) Voting by proxy

To vote by proxy, either

  • (i) vote online at https://investorcentre.linkmarketservices.com.au/Login/Login,

or please complete and sign the Proxy Form enclosed and either:

  • (ii) deliver the Proxy Form by post to Link Market Services Limited at Locked Mail Bag A14, Sydney South New South Wales 1235, Australia; or

  • (iii) fax the form to Link Market Services Limited on facsimile number +61 2 9287 0309,

6 | P a g e

so that it is received not later than 11:00AM (AEST) on Sunday, 14 November 2021. Proxy Forms received later than this time will be invalid.

Please note that:

  • (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

  • (ii) a proxy need not be a member of the Company; and

  • (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

  • (b) Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

  • (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

  • (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands;

  • (iii) if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and

  • (iv) if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

  • (c) Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

  • (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members;

  • (ii) the appointed proxy is not the chair of the meeting;

  • (iii) at the meeting, a poll is duly demanded on the resolution; and

  • (iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

2.3 Virtual participation

In accordance with Rule 13.7 of the Company’s Constitution, and to facilitate Shareholder participation in light of the self-isolation rules and large gathering restrictions, the Chair has determined that Shareholders will have the opportunity to participate in the Meeting through an online platform.

Shareholders who wish to participate in the Meeting online may do so:

  • (a) from their computer, by entering the URL in their browser: https://agmlive.link/HIO21; or

7 | P a g e

(b) from their mobile device by either entering the URL, https://agmlive.link/HIO21, in their browser.

If you choose to participate in the Meeting online, you can log in to the Meeting by entering:

  • (c) your username is your Link Market internal reference number, which is located on your Proxy Form; and

  • (d) your password, which is the postcode registered to your holding if you are an Australian Shareholder. Overseas Shareholders will need to enter their country of their registered holding address.

2.4 Forward looking statements

All statements other than statements of historical fact included in this Notice including, without limitation, statements regarding future plans and objectives of the Company are forward-looking statements. When used in this Explanatory Memorandum, forward-looking statements can be identified by words such as ‘anticipate’, ‘believe’, ‘could’, ‘estimate’, ‘expect’, ‘future’, ‘intend’, ‘may’, ‘opportunity’, ‘plan’, ‘potential’, ‘project’, ‘seek’, ‘will’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Notice, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its Directors and management of the Company that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this announcement will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this announcement, except where required by applicable law and the Listing Rules.

2.5 Enquiries

Shareholders are invited to contact the Company Secretary, Greg Khan on 07 3220 2022 if they have any queries in respect of the matters set out in these documents.

3. Financial Statements and Directors’ Report

The Corporations Act requires the reports of the Directors and of the auditor of the Company and the annual financial report, including the financial statements, to be put before the Meeting. The Corporations Act does not require a vote of Shareholders at the Meeting on the reports or statements. However, Shareholders will be given an opportunity to raise questions on the reports and statements for the year ended 30 June 2021 at the Meeting.

Resolution 1 – Adoption of Remuneration Report

The Remuneration Report is set out in the Directors’ Report in the Company’s 2021 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

Section 249L(2) of the Corporations Act requires the Company to inform Shareholders that a Resolution on the Remuneration Report will be put at the Meeting. Section 250R(2) of the Corporations Act requires that the Resolution that the Remuneration Report be adopted must be put to the vote. Resolution 1 seeks this approval.

8 | P a g e

However, in accordance with section 250R(3) of the Corporations Act, Shareholders should note that Resolution 1 is an “advisory only” Resolution, which does not bind the Directors or the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. However, the Board recognises that the Shareholder vote on Resolution 1 is an indication of Shareholder sentiment and will have regard to the outcome of the vote and any discussion when setting the remuneration practices of the Company.

Following consideration of the Remuneration Report, the Chair, in accordance with section 250SA of the Corporations Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

A voting exclusion statement and restriction where proxy is member of Key Management Personnel

In accordance with section 250BD of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of any Key Management Personnel or a Closely Related Party of such a member and either:

  • (a) the person is appointed by writing that specifies how the proxy is to vote on the proposed resolution; or

  • (b) the person is the Chair and the appointment of the Chair as proxy:

  • (i) does not specify the way the proxy is to vote on the resolution; and

  • (ii) expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If you appoint as your proxy any other Director of the Company, any other of its Key Management Personnel or a Closely Related Party of such a member and you do not direct that person to vote, that person will not vote your proxy on that item of business.

Noting that each Director has a personal interest in their own remuneration from Hawsons as described in the Remuneration Report, the Directors unanimously recommend that you vote IN FAVOUR of Resolution 1.

The Chair intends to vote all available proxies IN FAVOUR of Resolution 1.

4. Resolution 2 – Re-election of Director

Clause 3.6 of the Constitution provides that at the annual general meeting one-third of the Directors for the time being, or, if their number is not three nor a multiple of three, then the number nearest one-third, must retire from office. Clause 3.6 of the Constitution also provides that this does not apply to the Managing Director or Executive Chairman. Accordingly, Resolution 2 seeks the re-election of the Director who retires by rotation in accordance with the Constitution, Mr Paul Cholakos.

In the event that Resolution 2 and Resolution 3 are passed, the Board will consist of Bryan Granzien (Executive Chairman), Paul Cholakos (Non-executive Director) and Jon Parker (Nonexecutive Director).

A profile of Mr Cholakos is provided below:

9 | P a g e

Paul Cholakos Bachelor of Engineering (Mining), MBA Non-executive Director

Paul has more than 30 years of resources industry experience, successfully managing complex development projects and operations for leading oil and gas and diversified mining companies, including through executive roles at major Australian oil and gas company Oil Search Limited (ASX:OSH) and Exeter Resources. He has more than 20 years in senior technical and commercial project roles including MIM Holdings. He has broad international experience having worked in North America, South America and Asia-Pacific. He holds Master of Business Administration and Bachelor of Engineering degrees.

He is also chairman of the Hawsons Audit Committee and a member of the Hawsons Remuneration Committee.

The Directors (other than Mr Cholakos, who abstains from making any recommendation in relation to the Resolution) recommend that Shareholders vote IN FAVOUR of Resolution 2.

The Chair intends to vote all available proxies IN FAVOUR of Resolution 2.

If you appoint the Chair as your proxy, and you check the box consenting to the Chair voting undirected proxies, then unless you include an express voting direction on your proxy form, you will be directing, and expressly consenting to the Chair to vote in favour of Resolution 2.

5. Resolution 3 – Re-election of Director

Clause 3.3 of the Constitution provides that any Director appointed by the Board automatically retires at the next annual general meeting and is eligible for re-election by that annual general meeting. Accordingly, Resolution 3 seeks the re-election of the Director who retires in accordance with clause 3.3 of the Constitution, Mr Jon Parker.

In the event that Resolution 2 and Resolution 3 are passed, the Board will consist of Bryan Granzien (Executive Chairman), Paul Cholakos (Non-executive Director) and Jon Parker (Nonexecutive Director).

A profile of Mr Parker is provided below:

Jon Parker BSc (Hons), Grad. Dip Business Management Non-executive Director

Jon has more than 40 years’ industry experience, including 26 years with leading iron ore producer Rio Tinto. He has a distinguished record in executive management and value creation across the resources sector for a range of ASX-listed companies, where he has overseen substantial growth in market capitalisation. Jon has previously held the position of Managing Director for Felix Resources and Norton Goldfields.

He is also a member of the Hawsons Audit Committee.

Mr. Parker has not been a director of any other listed company in the last three years.

The Directors (other than Mr Parker, who abstains from making any recommendation in relation to the Resolution) recommend that Shareholders vote IN FAVOUR of Resolution 3.

The Chair intends to vote all available proxies IN FAVOUR of Resolution 3.

If you appoint the Chair as your proxy, and you check the box consenting to the Chair voting undirected proxies, then unless you include an express voting direction on your proxy form, you will be directing, and expressly consenting to the Chair to vote in favour of Resolution 3.

10 | P a g e

6. Resolution 4 – Approval of 10% Placement Facility

General

ASX Listing Rule 7.1A enables eligible entities to seek Shareholder approval to issue Equity Securities (as defined in the ASX Listing Rules) up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of AU$300 million or less. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a Special Resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility. This approval is sought so that the Company may be in a position to raise additional capital for the purposes of progressing the Hawsons Iron Project and feasibility studies in relation to that project, if required.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (please refer to Section (c) below).

The approval of Resolution 4 will provide the Company with flexibility to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period, in addition to the Company’s 15% annual placement capacity granted under ASX Listing Rule 7.1, without a further requirement to obtain the prior approval of Shareholders.

Resolution 4 is a Special Resolution and therefore requires approval of 75% of the votes cast by Shareholder’s present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

ASX Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a Special Resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Shares on issue are fully paid, ordinary shares.

(c) Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A provides that eligible entities that have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 10% Placement Period, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

11 | P a g e

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

  • (a) plus the number of fully paid Shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

  • (b) plus the number of partly paid Shares that became fully paid in the 12 months;

  • (c) plus the number of fully paid Shares issued in the 12 months with approval of holders of Shares under ASX Listing Rule 7.1 and 7.4. This does not include an issue of fully paid ordinary Shares under the entity’s 15% placement capacity without Shareholder approval;

  • (d) less the number of fully paid Shares cancelled in the 12 months.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity .

  • D is 10%.

  • E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of Shareholders under ASX Listing Rule 7.1 or 7.4.

(a) ASX Listing Rule 7.1 and ASX Listing Rule 7.1A

The ability of an entity to issue Equity Securities under ASX Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under ASX Listing Rule 7.1.

As at the date of this Notice, the Company has on issue 475,740,645 Shares and therefore has a capacity to issue:

  • (i) 71,361,096 Equity Securities under ASX Listing Rule 7.1; and

  • (ii) subject to the approval of Resolution 4, an additional 47,574,064 Equity Securities under ASX Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have the capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to Section (c) above).

(b) Minimum Issue Price

The issue price of Equity Securities issued under ASX Listing Rule 7.1A must not be less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 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; or

  • (ii) if the Equity Securities are not issued within ten (10) Trading Days of the date in subparagraph (i) above, the date on which the Equity Securities are issued.

12 | P a g e

(c) 10% Placement Period

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the earlier to occur of:

  • (i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained;

  • (ii) the time and date of the Company’s next Annual General Meeting;

  • (iii) the time and date of the approval by holders of the eligible entity’s ordinary securities of a transaction under Listing Rule 11.1.2 or 11.2,

( 10% Placement Period ).

Specific information required by ASX Listing Rule 7.3A

Pursuant to, and in accordance with, ASX Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) Minimum price

The Equity Securities will be issued for a cash consideration at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 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; or

  • (ii) if the Equity Securities are not issued within ten (10) Trading Days of the date in subparagraph (i) above, the date on which the Equity Securities are issued.

(b) Potential risk of economic and voting dilution

If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in Table 1 below. There is a risk that:

  • (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

  • (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date, or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

Table 1 below shows the dilution of existing Shareholders on the basis of the market price of Shares (as at 17 September 2021) and the number of Shares as at the date of this Notice (Table 1) calculated in accordance with the formula in ASX Listing Rule 7.1A(2), representing variable “A”.

13 | P a g e

Table 1 also shows:

  • (i) two examples where each variable “A” has increased, by 50% and 100%; and

  • (ii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price of AU$0.087 (being the closing price of the Shares on ASX on 17 September 2021).

TABLE 1 – Current number of ordinary securities (as at the date of this Notice)

Variable 'A' in Listing Rule
7.1A.2
Dilution
$0.0435 $0.087 $0.174
50% decrease in
Issue Price
Issue Price 100% increase in
Issue Price
Variable A 10%
Voting
Dilution
71,305,295
Shares
71,305,295
Shares
71,305,295
Shares
713,052,950 Shares
Funds
raised
$3,101,780.33 $6,203,560.67 $12,407,121.33
50% increase in current
Variable A
10%
Voting
Dilution
106,957,943
Shares
106,957,943
Shares
106,957,943
Shares
1,069,579,425 Shares
Funds
raised
$4,652,670.52 $9,305,341.04 $18,610,682.08
100% increase in current
Variable A
10%
Voting
Dilution
142,610,590
Shares
142,610,590
Shares
142,610,590
Shares
1,426,105,900 Shares
Funds
raised
$6,203,560.67 $12,407,121.33 $24,814,242.66

Table 1 has been prepared on the following assumptions:

  • (i) With respect to the number of ordinary securities, there are currently 713,052,950 Shares on issue.

  • (ii) The assumed issue price is AU$0.087, being the closing price of the Shares on ASX on 17 September 2021.

  • (iii) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

  • (iv) The Company has not issued any Equity Securities in the 12 months prior to the Annual General Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

  • (v) No Options are exercised into Shares before the date of the issue of the Equity Securities.

14 | P a g e

  • (vi) 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%.

  • (vii) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

  • (viii) The table shows only the effect of issues of Equity Securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.

  • (ix) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

(c) Timing of potential issue

The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval provided by Shareholders under Resolution 4 for the issue of Equity Securities pursuant to the 10% Placement Facility will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).

(d) Purpose of potential issue

The Company may seek to issue the Equity Securities to raise capital to fund (or partially fund) engineering and construction in respect of the Hawsons Iron Project, to fund (or partially fund) the acquisitions of new assets that accelerate the development of the Hawsons Iron Project or for general working capital purposes.

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

(e) Allocation policy under the 10% Placement Facility

The Company’s allocation policy is dependent upon the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

  • (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing holders of Equity Securities can participate;

  • (ii) the effect of the issue of the Equity Securities on the control of the Company;

  • (iii) the financial situation and solvency of the Company; and

  • (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

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

(f) Prior Shareholder approval

15 | P a g e

The Company previously obtained Shareholder approval under ASX Listing Rule 7.1A at its last Annual General Meeting in 2020. For the purposes of ASX Listing Rule 7.3A.6, the following information is supplied:

  • (i) In the 12 months period preceding the date of this notice, 437,920,413 Shares in total have been issued by the Company;

  • (ii) For the purposes of Listing Rule 7.3A6(b):

  • 75,808,112 fully-paid ordinary shares were issued by way of private placement to institutional and sophisticated investors at an issue price of $0.033 per Share (representing a discount to the 15-Trading Day VWAP of 22.53%) to raise $2,501,668 (before costs) for working capital purposes. Of this 75,808,112 shares issued, 29,438,242 were issued under rule 7.1A.2 representing approximately 9.5% of the total shares on issue at the time.

(g) Voting exclusion statement

A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. On this basis no existing Shareholders’ votes will therefore be excluded under the voting exclusion in the Notice.

Directors’ Recommendation

The Directors believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote IN FAVOUR of this Resolution.

The Chair intends to vote all available proxies IN FAVOUR of Resolution 4.

16 | P a g e

Schedule 1 - Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

AEST means Australian Eastern Standard Time, being the time in Brisbane, Queensland.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning ascribed to it in Part 1.2 Division 2 of the Corporations Act.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors of the Company.

Chair means the Chair of the Meeting.

Company means Hawsons Iron Limited ACN 095 117 981 (ASX: HIO).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a current director of the Company.

Equity Security has the same meaning as in the Listing Rules and Equity Securities has the corresponding meaning.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

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

Hawsons Iron Project means the project the subject of the Hawsons Iron Project Joint Venture and described as the Hawsons Iron Prospect, together with the Tenements described therein.

Listing Rules means the listing rules of ASX, as amended from time to time.

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

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

Rule means a rule of the Company’s constitution as amended from time to time.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

Securities means all Equity Securities of the Company, including Shares and Options.

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

Shareholder means a registered holder of a Share.

Tenements means the tenements (granted under the Mining Act 1992 (NSW)) or tenement applications relating to the Hawsons Iron Project Joint Venture comprising exploration licence numbers 6979,7208

17 | P a g e

and 7504, and mining lease application number 460, and includes any renewal, reissuance, extension, modification, substitution, variation, amalgamation, replacement or conversion of those tenements and any application for or interest in any of the foregoing which confers or will confer when granted like rights.

Trading Day means a day in which the Company’s Securities are traded on ASX.

VWAP means the volume weighted trading average Share price.

18 | P a g e

Annexures referred to in Notice

Annexure Document
Annexure A Proxy Form
Annexure B Shareholder Questions Form
Annexure C Shareholder Electronic Communication Update Form
Annexure D Virtual Meeting Online Guide

19 | P a g e

LODGE YOUR VOTE

For Against Abstain * 1 Adoption of Remuneration Report (Non-binding) 2 Re-election of Paul Cholakos as a director 3 Re-election of Jon Parker as a Director 4 Approval of Additional Placement Capacity under ASX Listing Rule 7.1A  * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll. 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).

ACN 095 117 981

Full Name(s)

==> picture [289 x 41] intentionally omitted <==

Registered Address

ONLINE

www.linkmarketservices.com.au

BY MAIL

Hawsons Iron 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 Level 12, 680 George Street, Sydney NSW 2000

ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

Postcode

Securityholder Reference Number (SRN) Or Holder Identification Number (HIN)

PROXY FORM

I/We being a member(s) of Hawsons Iron Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY Name the Chairman (mark OR if you are NOT appointing the Chairman as your proxy, please write the name and email of the person or body box) corporate you are appointing as your proxy Email 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 Tuesday, 16 November 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/HIO21 (refer to details in the Notice of Meeting and Virtual Meeting Online Guide). Important for Resolution 1: 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 Resolution 1, even though the Resolution is 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 * 1 Adoption of Remuneration Report (Non-binding) 2 Re-election of Paul Cholakos as a director 3 Re-election of Jon Parker as a Director 4 Approval of Additional Placement Capacity under ASX Listing Rule 7.1A  * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

Important for Resolution 1: 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 Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

HIO PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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.

APPOINTMENT OF PROXY

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

DEFAULT OF PROXIES

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 will be voted according to the instructions set out in this Proxy Form.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

APPOINTMENT OF A SECOND PROXY

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

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

LODGEMENT OF A PROXY 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 Sunday, 14 November 2021, 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.

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

  • ONLINE

www.linkmarketservices.com.au

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).

BY MAIL

Hawsons Iron Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX

+61 2 9287 0309

BY HAND

delivering it to Link Market Services Limited* Level 12

680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

  • (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.

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 Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

LODGE YOUR QUESTIONS

ACN 095 117 981

Full Name(s)

==> picture [289 x 41] intentionally omitted <==

Registered Address

ONLINE

www.linkmarketservices.com.au

  • BY MAIL

Hawsons Iron 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 Level 12, 680 George Street, Sydney NSW 2000

ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

Postcode

Securityholder Reference Number (SRN) Or Holder Identification Number (HIN)

Please use this form to submit any questions about Hawsons Iron Limited (“the Company”) that you would like us to respond to at the Company’s 2021 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report.

This form must be received by the Company’s share registrar, Link Market Services Limited, by 5:00pm on Wednesday, 10 November 2021. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders. My question relates to (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction

==> picture [469 x 137] intentionally omitted <==

ACN 095 117 981

==> picture [58 x 42] intentionally omitted <==

Full Name(s) of Registered Holding

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303 ASX Code: HIO Email: [email protected] Website: www.linkmarketservices.com.au

Account Designation

Registered Address

Securityholder Reference Number (SRN) Or Holder Identification Number (HIN)

Postcode

==> picture [52 x 44] intentionally omitted <==

==> picture [52 x 44] intentionally omitted <==

==> picture [52 x 44] intentionally omitted <==

EVERY MINUTE COUNTS – DON’T DELAY YOUR RECEIPT OF IMPORTANT COMPANY INFORMATION

Hawsons is committed to fast transparent communication and one way we can achieve this is by giving our securityholders the opportunity to receive their communications electronically. Electronic communication has the added advantage of being more timely and cost effective, which benefits all securityholders

To receive your communications electronically via your nominated email address you can log on to the website: www.linkmarketservices.com.au or scan the QR code and follow the instructions provided. Alternatively please insert your email address in the space provided and return the form.

If you do not take any action you will continue to receive your communications (including the annual report, if applicable) by post.

My email address is:

==> picture [511 x 41] intentionally omitted <==

Update online via your portfolio login at investorcentre.linkmarketservices.com.au or click on the QR code.

Personal Information Collection Notification Statement: Link Group advises the personal information it holds about you (including your name, address, date of birth and details of the financial assets) is collected by the Link Group to administer your investment. Personal information is held on the public register in accordance with Chapter 2C of the Corporations Act 2001. Some, or all, of your personal information may be disclosed to contracted third parties, or related Link Group companies in Australia and overseas. Your information may also be disclosed to Australian government agencies, law enforcement agencies and regulators, or as required under other Australian law, contract, and court or tribunal order. For further details about our personal information handling practices, including how you may access and correct your personal information and raise privacy concerns, visit our website at https://investorcentre.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or the Link Group website at www.linkgroup.com for a copy of the Link Global Privacy Policy. You may also contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (Sydney time) Monday to Friday (excluding public holidays) to request we send you a copy of these documents.

HIO CPE009

Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

  • Chrome – Version 44 & 45 and after

  • Firefox – 40.0.2 and after

  • Safari – OS X v10.9

  • & OS X v10.10 and after

  • Internet Explorer 9 and up

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

==> picture [171 x 192] intentionally omitted <==

Step 1

Open your web browser and go to https://agmlive.link/HIO21

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

==> picture [170 x 174] intentionally omitted <==

Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

  • On the left – a live audio webcast of the Meeting

  • On the right – the presentation slides that will be addressed during the Meeting

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

  • At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

2 • Link Group Virtual Meeting Online Guide

==> picture [382 x 306] intentionally omitted <==

==> picture [171 x 262] intentionally omitted <==

Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

==> picture [171 x 168] intentionally omitted <==

Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

==> picture [170 x 112] intentionally omitted <==

3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

4 • Link Group Virtual Meeting Online Guide

5. Phone Participation

Asking a Question

Step 1

What you will need

  • a) Land line or mobile phone

  • b) The name of your holding/s

  • c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363.

Joining the Meeting via Phone

Step 1

From your land line or mobile device, call: 1800 577 505

Step 2

You will be greeted with a welcome message and provided instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be greeted by a moderator and asked to provide your PIN. This will verify you as a securityholder and allow you to ask a question.

Step 3

Once the moderator has verified your details you will be placed into a waiting room and will hear music playing.

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

Step 2

The moderator will ask you what item of business your question relates to? Let the moderator know if your question relates to General Business or the Resolution number.

You will also be asked if you have any additional questions.

Step 3

When it is your time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking. Note, if at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you also joined the Meeting online, we ask that you mute your laptop or desktop device while you ask your question.

Step 4

Your line will be muted once your question has been answered.

Note, If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Contact us

Australia T +61 1800 990 363 E [email protected]

1487.7 04/21 ISS2