HAZER GROUP LIMITED — AGM Information 2019

Oct 17, 2019

Hazer Group Limited (ACN 144 044 600) Level 9, 99 St Georges Tce, WA 6000 PO Box Z5511, St Georges Tce, Perth, WA 6831

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NOTICE OF ANNUAL GENERAL MEETING

PERTH, AUSTRALIA; 18 OCTOBER 2019: Hazer Group Limited (ASX: HZR) advises that the following documents have been mailed to shareholders:

• Notice of Annual General Meeting

• Proxy Form

For more information contact:

Emma Waldon, Company Secretary ewaldon@hazergroup.com.au

ENDS

CONTACT@HAZERGROUP.COM.AU

WWW.HAZERGROUP.COM.AU

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HAZER GROUP LIMITED ABN 40 144 044 600

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00 am (AWST) DATE : Tuesday, 19 November 2019 PLACE : RSM Office Level 32, Exchange Tower 2 The Esplanade Perth WA 6000

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, using the contact details on page 19.

CONTENTS PAGE

CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	8
Proxy Form	Separate

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out on page 4.

APPOINTING A PROXY

A Shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote at the Meeting on their behalf. A proxy does not need to be a Shareholder of the Company.

If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the percentage or number of votes each proxy can exercise. If the proxy form does not specify the percentage or number of the Shareholder’s votes that each proxy may exercise, each proxy may exercise half of the Shareholder’s votes on a poll. Fractions will be disregarded.

To appoint a proxy online, visit www.linkmarketservices.com.au, select ‘Investor Login’ and in the “Single Holding” section enter Hazer Group Limited or the ASX code HZR in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy form), postcode and security code which is shown on the screen and click ‘Login’. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

Alternatively, you can appoint a proxy by completing and signing the enclosed proxy form and sending the form to:

(a) by post to Link Market Services Locked Bag A14 SYDNEY SOUTH NSW 1235; or

(b) by fax to Link Market Services at (+61 2) 9287 0309.

The deadline for receipt of proxy appointments is 10.00am (AWST) on Sunday, 17 November 2019.

Proxy appointments received later than this time will be invalid.

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POWER OF ATTORNEY

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already been provided to the Share Registry.

CORPORATE REPRESENTATIVES

If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

An appointment of corporate representative form may be obtained from Link Market Services by calling (+61) 1300 554 474 or online at

http://www.linkmarketservices.com.au/corporate/resources/forms.html.

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N O T I C E O F A N N U AL G E N E R AL M E E TI N G

Notice is given that the Annual General Meeting ( AGM ) of Shareholders of Hazer Group Limited will be held at RSM Office, Level 32, Exchange Tower, 2 The Esplanade, Perth WA 6000 at 10.00 am (AWST) on Tuesday, 19 November 2019. Registration will open at 9.45 am (AWST).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the AGM. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

The Directors have determined under 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 of the Company at 4:00 pm (AWST) on Sunday, 17 November 2019.

AGENDA

ADOPTION OF ANNUAL REPORT

To receive and consider the Annual Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2019.

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolution below, which will be proposed as a Non-Binding Resolution :

RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

“To adopt the Hazer Group Limited Remuneration Report for the year ended 30 June 2019.”

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolutions below, which will be proposed as Ordinary Resolutions :

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MIKE GREY

“That Mike Grey be re-elected as a Director of the Company.”

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – TIM GOLDSMITH

“That Tim Goldsmith be re-elected as a Director of the Company.”

RESOLUTION 4 – APPROVAL OF EMPLOYEE INCENTIVE PLAN

“That for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the employee incentive scheme titled Hazer Group Employee Incentive Plan (“Plan”) and for the issue of Equity Securities under that Plan for a period of 3 years from the date of this Meeting, on the terms and conditions set out in the Explanatory Statement.

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolutions below, which will be proposed as Special Resolutions .

RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

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

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RESOLUTION 6 – AMENDMENT TO THE COMPANY'S CONSTITUTION

"That with effect from the close of the Meeting and in accordance with section 136(2) of the Corporations Act and for all other purposes, the Company's Constitution be modified by making the amendments described in the Explanatory Statement."

DATED: 14 October 2019

BY ORDER OF THE BOARD

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HAZER GROUP LIMITED EMMA WALDON COMPANY SECRETARY

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Voting Prohibition and Voting Exclusion Statements

For the definitions of Key Management Personnel ( KMP ) and Closely Related Parties, please refer to the Glossary on page 22.

The Corporations Act restricts members of the KMP of the Company and their Closely Related Parties from voting in relation to remuneration related Resolutions (such as Resolutions 1 and 4), voting prohibitions.

In addition, separate voting restrictions apply in respect of Resolution 5 under the ASX Listing Rules, voting exclusions.

What this means for Shareholders : If you intend to appoint a member of the KMP (other than the Chairman of the Meeting) or a Closely Related Party of a member of the KMP as your proxy, please ensure that you direct them how to vote on Resolutions 1 and 4. If you do not do so, your proxy will not be able to vote on your behalf on Resolutions 1 and 4.

If you intend to appoint the Chairman of the Meeting as your proxy, you are encouraged to direct him how to vote by marking the boxes for Resolutions 1 and 4 (for example if you wish to vote for, or against, or to abstain from voting). If you appoint the Chairman as your proxy without directing him how to vote, the Proxy Form authorises him to vote as he decides on Resolutions 1 and 4 (even though those Resolutions are connected with the remuneration of KMP). The Chairman of the Meeting intends to vote in favour of all Resolutions (where permissible).

The Company will disregard votes cast on Resolutions 1, 4 and 5 by the persons detailed in the below.

Resolution 1 – Adoption of Remuneration Report

Voting Prohibition Statement:

In accordance with the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the KMP, details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2019; and

• (b) Closely Related Parties 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 a person described 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 Chairman of the Meeting and the appointment of the Chairman as proxy:

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

• ii. expressly authorises the Chairman to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the KMP.

Resolution 4 – Approval of Employee Incentive Plan

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of the Directors of the Company or an associate of those persons.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Resolution 5 – Approval of 10% Placement Capacity

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.

However, the Company need not disregard a vote cast if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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E X PL A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held on Tuesday, 19 November 2019 at 10.00am (AWST).

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. ANNUAL REPORT

The business of the Meeting will include receipt and consideration of the Company’s Annual Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2019, which are included in Hazer’s Annual Report.

In accordance with the Corporations Act 2001, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Annual Report, and on the management of Hazer.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on:

• the conduct of the audit;

• the preparation and content of the Auditor’s Report;

• the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and

• the independence of the auditor in relation to the conduct of the audit.

Written questions for the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report to the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, that is by Tuesday, 12 November 2019.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

S250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 1 is advisory only and not binding on the Company or its Directors.

However, under the Corporations Act, if at least 25% of the votes cast on Resolution 1 are against the adoption of the Remuneration Report then:

• if comments are made on the Remuneration Report at the Meeting, Hazer’s 2020 Remuneration Report will be required to include an explanation of the Board’s proposed action in response or, if no action is proposed, the Board’s reasons for this; and

• if, at next year’s AGM, at least 25% of the votes cast on the resolution for adoption of the 2020 Remuneration Report are against it, Hazer will be required to put to Shareholders a resolution proposing that an Extraordinary General Meeting ( EGM ) be

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called to consider the election of Directors ( Spill Resolution ). If the Spill Resolution is passed (i.e. more than 50% of the votes cast are in favour of it), all of the Directors (other than the Managing Director) will cease to hold office at the subsequent EGM, unless reelected at that Meeting.

At the Company's previous annual general meeting, the votes cast against the remuneration report considered at that annual general meeting were less than 25%.

In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Remuneration Report.

Board recommendation: The Remuneration Report forms part of the Directors’ Report, which was approved in accordance with a unanimous resolution of the Board. Each Director recommends that Shareholders vote in favour of adopting the Remuneration Report.

3. RE-ELECTION OF DIRECTORS

Constitution

Rule 7.2(b) of the Constitution provides that the Directors may at any time appoint a person to be a Director. Rule 7.3(f) of the Constitution requires that any Director appointed under rule 7.2(b) holds office only until the next following annual general meeting, and is then eligible for re-election.

Rule 7.3(a) of the Constitution requires that one third of the Directors (excluding Directors appointed under rule 7.2(b)), or if their number is not a multiple of three, then rounded down to the nearest whole number must retire at each annual general meeting. Rule 7.3(d) provides that a Director who retires under rule 7.3(a) is eligible for re-election. Rule 7.3(e) of the Constitution provides that the Managing Director is exempt from this requirement.

RESOLUTION 2 – RE-ELECTION OF MIKE GREY

Mike Grey, having been appointed as an additional director under rule 7.2(b), seeks reelection in accordance with rule 7.3(f) of the Constitution.

Brief Curriculum Vitae of Mike Grey

Non-Executive Director, appointed 30 April 2019

Experience and expertise

Mike has over 35 years’ experience in the mining sector in Gold, Manganese, Lithium and Iron Ore commodities. Possessing mechanical qualifications combined with an Advanced Diploma in Metalliferous Mining Mike brings an in-depth knowledge to all aspects of Mining and Processing. Mike joined Mineral Resources Limited (ASX: MIN) in 2009 and is currently their Chief Operating Officer, Mining Services. Mike is responsible for growing Mineral Resources Limited’s internal commodity business including contract mining, crushing and processing business along with developing the Company’s innovation projects including synthetic graphite production through the Hazer project.

Qualifications

Mechanical qualifications combined with an Advanced Diploma in Metalliferous Mining.

Current directorships of other listed companies

Nil

Former directorships of other listed companies in the last three years

Nil

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Special responsibilities

Nil

Board recommendation: The Directors (with Mike Grey abstaining) unanimously recommend the re-election of Mike Grey.

RESOLUTION 3 – RE-ELECTION OF TIM GOLDSMITH

Tim Goldsmith retires by rotation and seeks re-election in accordance with rule 7.3(a) of the Constitution. Tim was last re-elected a director at the 2017 annual general meeting.

Brief Curriculum Vitae of Tim Goldsmith

Non-Executive Chairman (Independent Director), appointed 24 July 2017

Experience and expertise

Tim was previously a partner at global professional services firm PricewaterhouseCoopers (PwC) for over 20 years. Tim held multiple roles during his PwC career and is best known for leading PwC’s global mining team with more than 2,000 partners and staff in more than 100 mining countries. During his tenure as Global Mining Leader, Tim was also responsible for PwC’s thought leadership on the future of the mining industry and was a well-known presenter at mining conferences around the globe. Tim was an early participator in the China growth story and initiated a China focus in 2002 that lead to PwC’s Australia China desk, which is known throughout China today. As National China Desk Leader, Tim worked extremely closely with many state-owned and private Chinese investors and companies to facilitate Chinese foreign investment in Australian mining and other assets.

Qualifications

Bachelor of Commerce from the Polytechnic of North London (now North London University). Member of the Institute of Chartered Accountants Australia and New Zealand.

Current directorships of other listed companies

Chairman of Angel Seafood Holdings Limited (ASX: AS1) and Non-Executive Director of Costa Group Holdings Ltd (ASX: CGC).

Former directorships of other listed companies in the last three years

Chairman of Kopore Metals Limited (ASX: KMT)

Special responsibilities

Member of the Audit and Risk Committee and Member of Remuneration and Nomination Committee

Board recommendation: The Directors (with Tim Goldsmith abstaining) unanimously recommend the re-election of Tim Goldsmith.

4. RESOLUTION 4 – APPROVAL OF EMPLOYEE INCENTIVE PLAN

Background

On 14 October 2016, the Company announced that it had adopted an employee incentive scheme titled the Hazer Group Employee Incentive Plan (Plan). The Plan was approved by the shareholders at the Annual General Meeting held of 15 November 2016. A summary of the key terms and conditions of the Plan is set out in Schedule 1.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and the future issue of Equity Securities under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

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ASX Listing Rules 7.1 and 7.1A

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. ASX Listing Rule 7.1A provides an eligible entity may issue Equity Securities totalling up to 10% of its issued share capital through placements over a 12 month period after the entity's annual general meeting.

ASX Listing Rule 7.2

ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rules 7.1 and 7.1A which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rules 7.1 and 7.1A.

If Resolution 4 is passed, the Company will be able to issue Equity Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue securities using its placement capacities and without Shareholder approval.

The number of securities issued under the Employee Incentive Plan since it was approved at the 2016 Annual General Meeting are:

Type Number Options 20,400,000 with exercise prices ranging from $0.50 to $1.20 and expiry dates ranging between 30 June 2020 and 30 June 2024.

Shareholder approval

Shareholder approval is sought for the adoption of the Plan in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

Any future issues of Shares under the Plan to a related party or a person whose relation with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

Board recommendation: The Directors unanimously recommend that Shareholders vote in favour of the approval of the Hazer Group Employee Incentive Plan.

5. RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

5.1 General

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

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $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 to issue Equity Securities under the 10% Placement Facility.

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The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to Section 5.2(c) below).

The Directors believe that Resolution 5 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

5.2 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.

Resolution 5 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 5 for it to be passed.

(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.

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

(c) Formula for calculating 10% Placement Capacity

The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

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

• (A) plus the number of Shares issued in the previous 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 previous 12 months;

• (C) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under ASX Listing Rule 7.1 or 7.4. This does not include an issue of Shares under the Company's 15% placement capacity without Shareholder approval; and

• (D) less the number of Shares cancelled in the previous 12 months.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating the Company'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 issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

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5.3 Technical information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 5.

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 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; or

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph (i) above, 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) 12 months after the date of this Meeting; and

• (ii) 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 Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

(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 5 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 current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

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.

		Dilution	Dilution
		$0.245	$0.49	$0.735
Number of Shares on
Issue
(Variable 'A' in ASX	Issue Price	(50%		(50%
Listing Rule 7.1A.2)	(per Share)	decrease in	(Current	increase in
		current issue	issue price)	current
		price)		issue price)

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	Shares issued - 10% voting dilution	9,726,086	9,726,086	9,726,086
97,260,856
	Funds raised	$2,382,891	$4,765,782	$7,148,673
(Current Variable A)
	Shares issued - 10% voting dilution	14,589,128	14,589,128	14,589,128
145,891,284
(50% increase in	Funds raised	$3,574,336	$7,148,673	$10,723,009
Variable A)*
	Shares issued - 10% voting dilution	19,452,171	19,452,171	19,452,171
194,521,712
(100% increase in	Funds raised	$4,765,782	$9,531,564	$14,297,346
Variable A)*

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, a scrip issued under a takeover offer or the issue of Shares on the exercise of options which complied with ASX Listing Rules when issued) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

1. Variable “A” in the above table is calculated with reference to the total shares on issue as at 11 October 2019.

2. The issue price set out above is the closing price of the Shares on the ASX on 11 October 2019.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

5. 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.

6. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

7. 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. 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 Capacity, based on that Shareholder’s holding at the date of the Meeting

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 seek to issue the Equity Securities under the 10% Placement Facility in order to fund the Company’s research and development programs, fees in relation to the Company’s intellectual property rights and patent protection, as well as general working

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capital. The Company may also issue Equity Securities for non-cash consideration, such as for the acquisition of businesses or investments. If the Company issues Equity Securities for noncash consideration, the Company will provide a valuation of the non-cash consideration that demonstrates that the deemed issue price of the Equity Securities complies with Listing Rule 7.1A.3. The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon any issue of Equity Securities.

(e) Allocation under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

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 the 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 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 previously obtained approval under ASX Listing Rule 7.1A at an Annual General Meeting on 14 November 2018.

Equity Securities issued in the 12 months preceding the last approval are outlined on the following page.

The total number of Equity Securities issued in the 12 months before this Meeting (that is, since 19 November 2018) is 13,078,850 Equity Securities, which represents approximately 8% of the total number of Equity Securities on issue at 19 November 2018 of 156,688,750 (12 months before this Meeting).

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	Current Value of Non-Cash Consideration (Note 2)	N/A	273,315 $	276,232 $	287,664 $	N/A	64,413 $	N/A	N/A	N/A	Note 1: Funds raised to be used in the Company's research and development activities, including the transport and commissioning of the pre-pilot plant and to fund exisiting and future general working capital requirments.	Note 2: Valution of options is at the grant date using the Black & Scholes methodology.
	Amount Spent	Nil	N/A	N/A	N/A	Nil	N/A	Nil	Nil	Nil
	Consideration	150,000 $	Performance based remuneration	Performance based remuneration	Performance based remuneration	130,000 $	Performance based remuneration	427,500 $	100,000 $	1,034,405 $
	Use/Intended Use	See Note 1	N/A	N/A	N/A	See Note 1	N/A	See Note 1	See Note 1	See Note 1
	Form of Consideration	Cash	Non-cash	Non-cash	Non-cash	Cash	Non-cash	Cash	Cash	Cash
	Discount to Market Price (if applicable)	-3%	N/A	N/A	N/A	-14%	N/A	-19%	-19%	-6%
	Issue Price	0.30	Nil	Nil	Nil	0.25	Nil	0.25	0.25	0.30
	Recipients	Listed optionholders on exercise	Geoff Ward (MD & CEO)	Geoff Ward (MD & CEO)	Geoff Ward (MD & CEO)	Series C optionholders on exercise	Mark Edwards (COO)	Series C optionholders on exercise	Series C optionholders on exercise	Listed optionholders on exercise
Equity Securities Issued in the 12 months preceding the Meeting	Expiry Date	N/A	30/06/2022	30/06/2023	30/06/2024	N/A	30/06/2023	N/A	N/A	N/A
	Exercise Price	N/A	$0.50	$0.70	$0.90	N/A	$0.70	N/A	N/A	N/A
	Class	Ordinary Shares	Unlisted options	Unlisted options	Unlisted options	Ordinary Shares	Unlisted options	Ordinary Shares	Ordinary Shares	Ordinary Shares
	Number	500,000	2,000,000	2,000,000	2,000,000	520,000	500,000	1,710,000	400,000	3,448,850
	Date	19/11/2018	19/11/2018	19/11/2018	19/11/2018	3/12/2018	13/12/2018	17/12/2018	31/12/2018	7/01/2019

6. RESOLUTION 6 – AMENDMENT TO COMPANY'S CONSTITUTION

6.1 Special Resolution

Resolution 6 is a special resolution proposing to modify the Constitution by deleting the current rule 2.9 and inserting a new rule 2.9 in its place. Rule 2.9 concerns restricted securities.

Section 136 of the Corporations Act allows a company to modify its constitution by a special resolution passed at a general meeting of the company. A special resolution must be passed by at least 75% of the votes cast by Shareholders who are entitled to vote on the resolution.

6.2 Reasons for the amendment to the Constitution

In accordance with ASX's Public Consultation Paper of 28 November 2018 titled " Simplifying, clarifying and enhancing the integrity and efficiency of the ASX Listing Rules ", the ASX proposed a number of changes to the Listing Rules.

One efficiency measure the ASX proposed was to amend the Listing Rules to give effect to a modified escrow regime to make aspects of the listing process and ongoing compliance with the Listing Rules more efficient.

ASX's modified escrow regime is to come into effect from 1 December 2019. A two-tiered escrow regime is to be introduced.

The first tier of escrow will involve ASX requiring certain more significant holders of restricted securities and their controllers to execute a formal escrow agreement in the form of an ASX compliant restriction agreement (Appendix 9A). The expectation is a restriction agreement requirement will be imposed on related parties, promoters, substantial holders, service providers and their associates.

However, for less significant holders, a second tier will apply where ASX will instead allow listed entities to rely on a provision in their constitution imposing appropriate escrow restrictions on the holder of restricted securities and to provide a notice to the holder of restricted securities in the form of a new Appendix 9C advising them of those restrictions. Securities in a class of quoted securities will be made the subject of a holding lock for the duration of the escrow period.

This two-tier escrow regime is to replace the current requirement where all holders of restricted securities must enter into a formal escrow agreement.

In order to provide a constitutional underpinning for ASX's modified escrow regime, the ASX is amending Listing Rule 15.12 (restricted securities) from 1 December 2019.

The new Listing Rule 15.12 requires the constitution of listed entities to reflect the modified escrow regime. This includes the constitution expressly providing for securities to be the subject of a holding lock where they are in a class of quoted securities and further providing that the holder of restricted securities will not be entitled to participate in any return of capital during the escrow period.

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6.3 Amendment

The current rule 2.9 of the Company's Constitution does not provide for the ASX's modified escrow regime. A modification of the Constitution is therefore sought by deleting the current rule 2.9 and inserting a new rule 2.9 in its place which will be in the following terms:

• " 2.9 Restricted Securities

• (a) The Company must comply with the Listing Rules in respect of Restricted Securities.

• (b) Notwithstanding the generality of Rule 2.9(a):

• (i) a holder of Restricted Securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;

• (ii) if the securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company’s issuer sponsored subregister and are to have a Holding Lock applied for the duration of the escrow period applicable to those securities;

• (iii) the Company will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of Restricted Securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;

• (iv) a holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX; and

• (v) if a holder of Restricted Securities breaches a restriction deed or a provision of this Constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues. "

The new proposed rule provides the constitutional underpinning for ASX’s modified escrow regime.

The changes to Listing Rule 15.12 (which are reflected in the above new rule) are proposed to take effect from 1 December 2019 and will apply to restricted securities after that date. Any restricted securities issued before 1 December 2019 must continue to comply with the provisions of Listing Rule 15.12 in force immediately prior to this date.

A copy of the Constitution with the amendment proposed will be made available for review by Shareholders at the office of the Company. A copy will be available for inspection at the Meeting.

The Directors recommend Shareholders vote to modify the Constitution to insert the new rule to ensure compliance with the Listing Rule changes.

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7. ENQUIRIES

Shareholders may contact the Company Secretary if they have any queries in respect of the matters set out in these documents.

Emma Waldon Company Secretary Hazer Group Limited PO Box Z5511, St Georges Tce Perth, WA 6831 Australia

Tel: +61 417 800 529

Email: ewaldon@hazergroup.com.au

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S C H E D UL E 1 – H AZ E R GR O U P E M PL O Y E E I NC E NT I V E S C H E M E S U M M A R Y O F TE R M S A N D C O N D I T I O N S

A summary of the terms and conditions of the Hazer Group Employee Incentive Plan (Plan) that is the subject of Resolutions 4, is as follows:

1. The purpose of the Plan is to provide an incentive for the Eligible Participants to participate in the future growth of the Company and to offer Specified Securities to assist with reward, retention, motivation and recruitment of Eligible Participants.

2. Eligible Participant means a person who is (a) a full or part-time employee of a Group Company (including an executive director), (b) a non-executive director of a Group Company, (c) a Contractor, (d) a Casual Employee, or (e) a Prospective Participant, or a Nominee of such a person.

3. Specified Security means an Option or Performance Right offered under the Plan.

4. The Board may from time to time and in its absolute discretion determine that an Eligible Participant may participate in the Plan and the extent of that participation.

5. Subject to the Corporations Act and the Listing Rules, the Board may at such times as it determines, issue invitations (in such form as the Board decides from time to time) to Eligible Participants, or any one or more of them, inviting Applications for a grant or issue of Specified Securities and specifying an acceptance period.

6. The Board may in its absolute discretion impose Performance Criteria that must be satisfied before a Holder is permitted to exercise an Option or before a Performance Right is converted at the election of the Holder.

7. Subject to any restrictions in the Corporations Act or the Listing Rules, the Exercise Price and Expiry Date of the Options will be determined by the Board in its discretion.

8. An invitation or offer of Specified Securities may only be made under the Plan if the number of Shares that have been or may be acquired or issued on exercise of the Options or conversion of the Performance Rights when aggregated with:

9. a. the number of Shares which would be issued if each outstanding offer with respect to Options or Performance Rights, being an offer made during the previous 3 years pursuant to the Plan or any other employee incentive scheme was to be accepted or exercised or converted; and

10. b. the number of Shares issued during the previous 3 years pursuant to the Plan or any other employee incentive scheme,

but disregarding any offer made, or Option or Performance Right acquired or issued, by way of or as a result of:

• a. an offer to a person situated outside of Australia at the time of receipt of the offer;

• b. an offer did not require disclosure to investors because of section 708 of the Corporations Act; or

• c. an offer made under a disclosure document (within the meaning of the Corporations Act),

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does not exceed 5% of the total number of issued Shares of the Company as at the time of the invitation or offer.

1. If at any time before the exercise of an Option or conversion of a Performance Right, a Holder or the representative of a Holder (where the Holder is a Nominee) ceases to be an Eligible Participant, all Options or Performance Rights held by the Eligible Participant will automatically lapse unless the Board otherwise determines within 30 days of the Holder or the relevant representative ceasing to be an Eligible Participant.

2. If a Holder or the representative of a Holder (where the Holder is a Nominee) ceases to be an Eligible Participant at any time before the exercise of an Option or conversion of a Performance Right, the Holder (or the relevant representative) may, subject to these Rules, during the period of 30 days after the date on which the Holder (or the relevant representative) ceases to be an Eligible Participant, exercise any Option or convert any Performance Right which the Holder (or the relevant representative) would have otherwise been entitled to exercise. Any Options or Performance Rights held by the Holder (or the relevant representative) which are unexercised or unconverted at the expiry of such 30 day period will automatically lapse.

3. Subject to the Listing Rules, Options or Performance Rights issued under the Plan are not transferable except with the prior written approval of the Board.

4. In respect of all Options and Performance Rights issued under this Plan and, where relevant, Shares issued upon the exercise of Options or the conversion of Performance Rights, the Holder acknowledges that it may agree to a Restriction Period during which the Holder will undertake and agree not to do any of the following (a) dispose of, or agree to offer to dispose of, the relevant securities; (b) create, or agree or offer to create, any security interest in the relevant securities; or (c) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the relevant securities.

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GLOSSARY

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

ASX means ASX Limited (ABN 98 008 624 691).

ASX Listing Rules means the Listing Rules of ASX.

AWST means Australian Western Standard Time, Perth, Western Australia.

Board means the board of Directors of the Company as constituted from time to time.

Business Day has the meaning given to that term in ASX Listing Rule 19.12.

Closely Related Parties , in relation to a member of KMP, means the member’s spouse, child or dependant (or a child or dependant of the member’s spouse), anyone else in the member’s family who may be expected to influence or be influenced by the member in the member’s dealings with Hazer, any company the member controls, and a person prescribed by the Corporations Regulations 2001 (Cth).

Company or Hazer means Hazer Group Limited (ABN 40 144 044 600).

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Documents means each of the Notice, Explanatory Statement and the Proxy Form and all other documents that accompany each other when sent to each Shareholder.

Employee Incentive Plan means the Hazer Employee Incentive Plan last approved by Shareholders at the 2016 annual general meeting.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel or KMP has the same meaning given in the accounting standards. Broadly speaking this includes those persons with the authority and responsibility for planning, directing and controlling the activities of the Company (whether directly or indirectly), and includes any Directors of the Company.

Notice means the notice of Meeting that accompanies and forms part of the Documents.

Option means an option, if exercised in accordance with its terms, to acquire one Share in the Company.

Ordinary Resolution means a resolution passed by more than 50 per cent of the votes at a general meeting of Shareholders.

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

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

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

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Shareholder means a holder of a Share.

Share Registry means Link Market Services.

Special Resolution means a resolution passed by more than 75 per cent of the votes at a general meeting of Shareholders.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

Interpretation

In these Documents, unless the context requires otherwise:

• (a) a reference to a word includes the singular and the plural of the word and vice versa;

• (b) a reference to a gender includes any gender;

• (c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

• (d) a term which refers to a natural person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture or a governmental agency;

• (e) headings are included for convenience only and do not affect interpretation;

• (f) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

• (g) a reference to a thing includes a part of that thing and includes but is not limited to a right;

• (h) the terms “included”, “including” and similar expressions when introducing a list of items do not exclude a reference to other items of the same class or genus;

• (i) a reference to a statute or statutory provision includes but is not limited to:

• (i) a statute or statutory provision which amends, extends, consolidates or replaces the statute or statutory provision;

• (ii) a statute or statutory provision which has been amended, extended, consolidated or replaced by the statute or statutory provision; and

• (iii) subordinate legislation made under the statute or statutory provision including but not limited to an order, regulation, or instrument;

• (j) a reference to “$”, “A$”, “Australian Dollars” or “dollars” is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia; and

• (k) a reference to an asset includes all property or title of any nature including but not limited to a business, a right, a revenue and a benefit, whether beneficial, legal or otherwise.

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HAZER GROUP LIMITED

ABN 40 144 044 600

LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

BY MAIL  Hazer Group 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 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO

Telephone: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Hazer Group 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 10:00am (AWST) on Tuesday, 19 November 2019 at RSM Office, Level 32, Exchange Tower, 2 The Esplanade, Perth WA 6000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolution 1 and 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 Resolution 1 and 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 the Remuneration 5 Approval of 10% Placement Report Capacity 2 Re-election of Director – 6 Amendment to the Company’s Mike Grey Constitution

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• 3 Re-election of Director – Tim Goldsmith

• 4 Approval of Employee Incentive Plan

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or 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) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) 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).

HZR PRX1901C

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 10:00am (AWST) on Sunday, 17 November 2019, 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 of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

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).

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 MOBILE DEVICE Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form, including where the Resolutions are connected directly or indirectly for voting online. You can now lodge with the remuneration of KMP. your proxy by scanning the QR code VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT adjacent or enter the voting link www.linkmarketservices.com.au You may direct your proxy how to vote by placing a mark in one of the your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. 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. BY MAIL  Hazer Group Limited APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 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 Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must:  BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of  BY HAND votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and 1A Homebush Bay Drive (b) return both forms together. Rhodes NSW 2138 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.

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

QR Code
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Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

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

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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.

COMMUNICATION PREFERENCE

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

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.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced 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.

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.