IODM LIMITED - AGM Information 2022

IODM LIMITED ABN 28 102 747 133

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00 am (AEDT) DATE : Monday 24 October 2022

This Notice of Annual General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	2
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	11
Proxy Form	12

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Shareholders of IODM Limited, to which this Notice of Annual General Meeting relates, will be held at 10.00 am (AEDT) on Monday 24 October 2022 (Meeting) at:

Dexus Centre Level 14, 385 Bourke St, Melbourne VIC 3000

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00pm (AEDT) on 22 October 2022.

VOTING IN PERSON

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

VOTING BY PROXY

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

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

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and

a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proxy may exercise one-half of the votes.

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

if proxy holders vote, they must cast all directed proxies as directed; and

any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

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 :

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); and
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; and
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
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).

Transfer of non-chair proxy to chair in certain circumstances

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

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; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and

either of the following applies:

the proxy is not recorded as attending the meeting;
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.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the D report, the remuneration report and the a report.

1. RESOLUTION 1 ADOPTION OF REMUNERATION REPORT To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution : ection 250R(2) of the Corporations Act, and for all other purposes, approval is given for the adoption of the Remuneration R report for the financial year ended 30 June 2022 Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

(a) the proxy is either a member of the Key Management Personnel; or a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this resolution.

However, the above prohibition does not apply if:

(d) the voter is the Chair and the appointment of the Chair as a proxy does not specify the way the proxy is to vote on this resolution then the voter must expressly authorise the Chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 RE-ELECTION OF A DIRECTOR MR BRIAN JAMIESON To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

50.3 of the Constitution and for all other purposes, Mr Brian Jamieson, a Director,

retires by rotation, and being eligible, is re-

3. RESOLUTION 3 RE-ELECTION OF A DIRECTOR MR DAVID IRELAND

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

50.3 of the Constitution and for all other purposes, Mr David Ireland, a Director, retires, and being eligible, is re-

4. RESOLUTION 4 RATIFICATION OF PRIOR ISSUE SHARES

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

of 7,091,666

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by a person or on behalf of:

A person who participated in the issue or is a counterparty to the agreement being approved: or
An Associate of that person or those persons

Certain voting exclusions are described under Resolution 4 in the Notice. However, the voting exclusions do not apply to a vote cast in favour of a resolution by:

(a) 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
(b) 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 given to the Chair to vote on the resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way

5. RESOLUTION 5 APPROVAL OF 10% PLACEMENT FACILITY

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

issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory

DATED: 21 SEPTEMBER 2022

BY ORDER OF THE BOARD MS PETRINA HALSALL COMPANY SECRETARY IODM LIMITED

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at Dexus Centre, Level 14, 385 Bourke Street, Melbourne Annual General Annual General Meeting at 10.00am (AEDT) on Monday 24 October 2022 (Meeting ).

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.

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the D

Shareholder has specifically elected to receive a printed copy.

so, Shareholders may view the Company annual financial report on its website at www.iodm.com.au

RESOLUTION 1 ADOPTION OF REMUNERATION REPORT

1.1 General

adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

management of the

the financial year ending 30 June 2022.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

1.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company ( Spill Resolution ) at the second annual general meeting.

If more than 50% of votes cast are in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the second annual general meeting. All of the Directors who were in office when the D C annual general meeting) was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

1.3 Previous voting results

general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

1.4 Proxy Restrictions

Shareholders appointing a proxy for Resolution 1 should note the following:

If you appoint a member of the Key Management Personnel as your proxy

If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote. Undirected proxies granted to these persons will not be included in any vote on Resolution 1.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 1.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote, and you do not need to tick any further acknowledgement on the proxy form.

RESOLUTION 2 RE-ELECTION OF DIRECTOR MR BRIAN JAMIESON

Clause 50.3 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest onethird) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

A Director who retires by rotation under clause 50.3 of the Constitution is eligible for re-election.

Accordingly Mr Brian Jamieson retires in accordance with the Constitution and, being eligible for re-election, offers himself for re-election at the Annual General Meeting.

RESOLUTION 3 RE-ELECTION OF DIRECTOR MR DAVID IRELAND

Clause 50.3 of the Constitution requires that that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

A Director who retires due to holding office for more than three years under Clause 50.3 of the Constitution is eligible for reelection.

Accordingly Mr David Ireland retires in accordance with the Constitution and, being eligible for re-election, offers himself for reelection at the Annual General Meeting.

RESOLUTION 4 RATIFICATION OF PRIOR ISSUE SHARES

4. 1 General

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 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 4 Ratification of previous issue of shares to professional and sophiscated investors

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Placement Ratification:

(a) The shares were issued to sophisticated investors who are clients of Cashel Family Office and Dowgate Capital Limited (UK). None of these subscribers were:

(i) ent Personnel, substantial holders of the Company, advisors of the Company or any associate of any of these parties; and

(ii) Issued more than 1% of the issued company of the Company;

(b) 7,091,666 shares were issued pursuant to Listing Rule 7.1; (c) the issue prices of the Shares were as follows $0.30

(d) the issue date was 7 February 2022

(e) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms

(f) the Shares were issued to sophiscated investors under a private placement who were not related parties or associates of the Company; and

(g) funds raised from the share placement were used to fund the expansion overseas and to fund the development of new architecture

The Directors recommend that you vote in favour of this resolution.

RESOLUTION 5 APPROVAL OF 10% PLACEMENT FACILITY

1.1 General

Listing Rule 7.1A enables eligible entities to seek Shareholder approval to issue Equity Securities 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% isting Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that:

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

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of $142,536,716 as at 22 August 2022.

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. 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 (refer to Section 8.2(c) below).

The effect of Resolution 5 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% or without Shareholder approval.

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

1.2 Description of 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.

(c) Formulae for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) E

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

(i) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(ii) plus the number of partly paid shares that become fully paid in the 12 months;
(iii) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under placement capacity without shareholder approval;
(iv) less the number of fully paid shares cancelled in the 12 months.
D is 10%
E is the number of Equity Securities issued or agreed to be issued under the 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 Listing Rule 7.4.

1.3 Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price ( VWAP ) of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

(a) the date on which the price at which the Equity Securities are to be issued is agreed; or
(b) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued.
8.4 The following information is provided to Shareholders for the purposes of Listing Rule 7.3A

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following

(a) the date on which is 12 months after the date of the annual general meeting at which the approval is obtained;
(b)
(c) the time and date on which Shareholders approve a transaction which under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

1.5 Specific Information required by Listing Rule 7.3A

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

(a) Securities over the 15 Trading Days 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 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement case of Options, only if the Options are exercised). There is a risk that:
(i) Equity Securities than on the date of the Meeting; and

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(ii) the Equity Securities may be issued at a price that is at Securities on the issue date,

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

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the as at the date of this Notice.

The table also shows:

(i) ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

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

Dilution
Number of Shares
on Issue (Variable Issue Price (per $0.1225 $0.245 $0.49
Share) (50% decrease (Current issue (100% increase in
Rule 7.1A2) in current price) current issue
issue price) price)
Shares issued
581,782,513 10% voting 58,178,251 58,178,251 58,178,251
(Current Variable A) dilution
Funds raised $7,126,836 $14,253,672 $28,507,343
Shares issued
872,673,770
10% voting 87,267,377 87,267,377 87,267,377
(50% increase in
dilution
Variable A)
Funds raised $10,690,254 $21,380,507 $42,761,015
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1,163,565,026 (100% increase in Variable A)	Shares issued 10% voting dilution	116,356,503	116,356,503	116,356,503
	Funds raised	$14,253,672	$28,507,343	$57,014,687

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii) No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities.
(iii) 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%.
(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of date of the Meeting.
(v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(vii) The issue price is $0.245, being the closing price of the Shares on the ASX on 22 August 2022.
(c) The Company will only issue the Equity Securities during the 10% Placement Period.
(d)
The Company may seek to issue the Equity Securities for the following purposes:
(i) cash consideration to grow the business and/or additional general working capital to fund growth opportunities and technology development.
The Company will comply with the disclosure obligations under the Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

the time of any proposed issue pursuant to the 10% Placement Facility.

The identity of the recipients of Equity Securities will be determined on a case-by-case basis having regard to the factors

(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) in the case of an asset or investment acquisition, the nature and circumstances of the acquisition
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the financial situation and solvency of the Company; and
(v) advice from corporate, financial and broking advisers (if applicable).

The recipients 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.

The Company obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its previous annual general meeting held on 21 October 2021 ( Previous Approval ).

The Company has not issued any Shares pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 21 October 2021, the Company otherwise issued a total of 8,801,262 Equity Securities which represents approximately 1.53% of the total diluted number of Equity Securities on issue in the Company on 21 October 2021, which was 572,981,251 which was 100% fully paid Ordinary shares.

ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 3 8396 5893 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

10% Placement Facility has the meaning given in Section 6.1.
10% Placement Period has the meaning given in Section 6.4.

AEDT means Australian Eastern Daylight Time as observed in Melbourne, Victoria.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company.

Business Day means Monday to Friday inclusive, except and any other day that ASX declares is not a business day.

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

(a) a spouse or child of the member;
(b) a child of the mem
(c)
(d)
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means IODM Limited (ABN 28 102 747 133).

Constitution

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

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 to the Notice.

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

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Option means an option which entitles the holder to subscribe for one Share.

Proxy Form means the proxy form accompanying the Notice.

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

Share means a share in the Company.

Shareholder means a shareholder in the Company.

VWAP means volume weight average price.

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All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

By Fax: +61 2 9290 9655 Online: www.boardroomlimited.com.au By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

Online: www.boardroomlimited.com.au

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am (AEDT) on Saturday 22 October 2022.

TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/iodagm2022 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (AEDT) on Saturday 22 October 2022. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

Online https://www.votingonline.com.au/iodagm2022 By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

be obtained from t

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

IODM Limited ABN 28 102 747 133

Your Address

correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of IODM Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Dexus Centre, Level 14, 385 Bourke Street, Melbourne at 10.00am (AEDT) on Monday 24 October 2022 and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy

STEP 2 VOTING DIRECTIONS

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 vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of a Director Mr Brian Jamieson Resolution 3 Re-election of a Director Mr David Ireland Resolution 4 Ratification of Prior Issue Shares Resolution 5 Approval of 10% Placement Facility Special

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STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Contact Date / / 2022

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IODM LIMITED — AGM Information 2022

65131_rns_2022-09-20_4bf8eba2-e2ab-435e-850f-c852933a1302.pdf

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

NOTICE OF ANNUAL GENERAL MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

Voting Prohibition Statement:

3. RESOLUTION 3 RE-ELECTION OF A DIRECTOR MR DAVID IRELAND

4. RESOLUTION 4 RATIFICATION OF PRIOR ISSUE SHARES

Voting Exclusion

5. RESOLUTION 5 APPROVAL OF 10% PLACEMENT FACILITY

DATED: 21 SEPTEMBER 2022

BY ORDER OF THE BOARD MS PETRINA HALSALL COMPANY SECRETARY IODM LIMITED

EXPLANATORY STATEMENT

FINANCIAL STATEMENTS AND REPORTS

RESOLUTION 1 ADOPTION OF REMUNERATION REPORT

1.1 General

1.2 Voting consequences

1.3 Previous voting results

1.4 Proxy Restrictions

If you appoint a member of the Key Management Personnel as your proxy

If you appoint the Chair as your proxy

If you appoint any other person as your proxy

RESOLUTION 2 RE-ELECTION OF DIRECTOR MR BRIAN JAMIESON

RESOLUTION 3 RE-ELECTION OF DIRECTOR MR DAVID IRELAND

RESOLUTION 4 RATIFICATION OF PRIOR ISSUE SHARES

4. 1 General

Resolution 4 Ratification of previous issue of shares to professional and sophiscated investors

RESOLUTION 5 APPROVAL OF 10% PLACEMENT FACILITY

1.1 General

1.2 Description of Listing Rule 7.1A

(a) Shareholder Approval

(b) Equity Securities

(c) Formulae for calculating 10% Placement Facility

(A x D) E

Period for which the approval will be valid

1.5

Specific Information required by Listing Rule 7.3A

ENQUIRIES

GLOSSARY

$ means Australian dollars.

All Correspondence to:

YOUR VOTE IS IMPORTANT

TO VOTE ONLINE

BY SMARTPHONE

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Proxy which is a Body Corporate

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

Attending the Meeting

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

STEP 2 VOTING DIRECTIONS

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IODM LIMITED AGM Information 2022