HOLISTA COLLTECH LIMITED — AGM Information 2020

Jul 19, 2020

Holista Colltech Limited Level 5, 126 Phillip Street Sydney NSW 2000 ACN: 094 515 992

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Holista Colltech Limited

Addendum to Notice of 2020 Annual General Meeting Explanatory Statement | Proxy Form

31 July 2020

1.00PM AWST

Address Stantons International Level 2, 1 Walker Avenue West Perth, Western Australia 6005

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

Addendum to Notice of Annual General Meeting

Notice is hereby given that, in relation to the Notice of Annual General Meeting dated 30 June 2020 ( Notice of Meeting ) in respect of the Annual General Meeting of Shareholders of Holista Colltech Limited ACN 094 515 992 to be held at 1:00PM (AWST) on 31 July 2020 at Stantons International, Level 2, 1 Walker Avenue, West Perth, Western Australia 6005, the Directors have determined to issue this addendum to the Notice of Meeting ( Addendum to Notice of Meeting ), for the purposes set out below.

Background to this Addendum

As announced to the ASX on 2 July 2020, the Company announced that Mr Brett Fraser has resigned as a Director of the Company, and that Mr Jonathan Pager was appointed as a Director of the Company.

Withdrawal of Resolution 2

As a result of the resignation of Mr Fraser, Resolution 2 of the Notice of Meeting will be withdrawn at the Annual General Meeting.

Additional Resolution

By this Addendum to Notice of Meeting, Resolution 22 is added to the Notice of Meeting as detailed below.

The Explanatory Statement to this Addendum to Notice of Meeting provides additional information on the additional resolution to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Addendum to Notice of Meeting.

Terms and abbreviations used in this Addendum to Notice of Meeting have the same meaning as in the Notice of Meeting.

Replacement Proxy Form

Annexed to this Addendum to Notice of Meeting is a replacement Proxy Form.

Shareholders who intend to vote by proxy in relation to Resolution 22 in this Addendum to Notice of Meeting MUST use the replacement Proxy Form to vote on ALL Resolutions, excluding the withdrawn Resolution 2. In the event that a Shareholder provides a replacement Proxy Form, any Proxy Form dispatched with the original Notice of Meeting which has been completed by the Shareholder will be disregarded.

The Company reserves the right to accept Proxy Forms dispatched with the original Notice of Meeting received from Shareholders in the event that a new Proxy Form is not provided by the relevant Shareholder.

Holista Colltech Limited | Addendum to Notice of 2020 Annual General Meeting

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Additional Resolution

Resolution 22 is included in the Notice of Meeting as follows:

Election of Director

Resolution 22 – Election of Jonathan Pager as Director

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

“That Mr Jonathan Pager, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.”

BY ORDER OF THE BOARD

Dean Jagger Company Secretary

Explanatory Statement

The Explanatory Statement in the Notice of Meeting is supplemented with the following information in relation to Resolution 22 as follows:

Resolution 22 – Election of Jonathan Pager as Director

The Company’s Constitution provides that any Director appointed in addition to the existing Directors will hold office until the next following annual general meeting and is then eligible for re-election.

ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next general meeting and is then eligible for election as a Director of the Company.

Mr Jonathan Pager was appointed as an additional Director of the Company on 2 July 2020 and has since served as a Director of the Company.

Under this Resolution, Mr Pager seeks election as a Director of the Company at this AGM.

Jonathan has over 25 years’ experience as a management consultant and corporate adviser across a wide range of industries in Australia and overseas and is currently Managing Director of a boutique consultancy, Pager Partners Corporate Advisory. He has a Masters of Economics and qualified as a chartered accountant with Deloitte where he commenced his career. During his career Jonathan has worked with both large and small companies and has completed a broad range of transactions and raisings in both public and private markets.

Jonathan is currently a director of UCW Limited and was more recently a director of MOQ Limited and Acrow Formwork and Construction Services Limited. Jonathan has also previously been involved as a Director and/or adviser in the recapitalisation and/or listing of various other companies on the ASX.

Directors’ recommendation

The Directors (excluding Mr Pager) recommend that Shareholders vote for this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary on +61 2 8072 1400 if they have any queries in respect of the matters set out in these documents.

Holista Colltech Limited | Addendum to Notice of 2020 Annual General Meeting

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

HCT

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 1:00pm (AWST) Wednesday, 29 July 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

By Mail:

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

By Fax:

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

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

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

If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Samples/000001/000001

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

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Change of address. If incorrect, mark this box and make the correction in the space to the left.  Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise I 9999999999 I ND your broker of any changes.

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Holista Colltech Limited hereby appoint

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the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Holista Colltech Limited to be held at Stantons International, Level 2, 1 Walker Avenue, West Perth, Western Australia on Friday, 31 July 2020 at 1:00pm (AWST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 9 and 19 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 9 and 19 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 9 and 19 by marking the appropriate box in step 2.

Items of Business 

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

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ORDINARY BUSINESS

• 1 Adoption of Remuneration Report 12 Approval to issue Hui Options in consideration for services provided

• 2 Election of Director - Mr Brett Fraser 13 Approval to issue Moore Options in consideration for services provided

• 3 Re-election of Director - Mr Chan Heng 14 Approval to issue Malode Options in Fai consideration for services provided

• 4 Ratification of prior issue of Shares - 15 Approval to issue Kin Options in Controlled Placement Agreement consideration for services provided

• 5 Ratification of prior issue of Shares - 16 Approval to issue Henry Options in

• Controlled Placement Agreement consideration for services provided

• 6 Ratification of prior issue of Shares - 17 Approval to issue GICC Options in Controlled Placement Agreement consideration for services provided

• 7 Ratification of prior issue of Shares - 18 Approval to issue Pin Options in Controlled Placement Agreement consideration for services provided

• 8 Ratification of prior issue of Shares - 19 Adoption of Performance Rights and Controlled Placement Agreement Options Plan

• 9 Issue of Options to Director - Mr Daniel 20 Replacement of Constitution O’Connor

• 10 Approval to issue Ziegler Options in 21 Approval of 7.1A Mandate consideration for services provided

• 11 Approval to issue Govindan Options in 22 Election of Jonathan Pager as Director consideration for services provided The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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