IONEER LTD — AGM Information 2021

Oct 17, 2021

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SUPPLEMENTARY NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

18 October 2021

Please find attached a supplementary notice of Annual General Meeting and explanatory memorandum (the 'Supplementary Notice' ), which supplements the notice of Annual General Meeting of ioneer Ltd ( 'ioneer' or 'the Company' ) dated 5 October 2021 (the 'Original Notice ').

The Supplementary Notice provides clarification regarding information contained in the Original Notice in respect of a conditional spill resolution for the purposes of section 250V of the Corporations Act 2001 (Cth) ( 'Corporations Act' ).

This ASX release has been authorised by the company secretary of ioneer, Ian Bucknell.

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ioneer Ltd. (ASX: INR) Suite 5.03, 140 Arthur Street, North Sydney, NSW 2060 T: +61 2 9922 5800 W: ioneer.com ABN : 76 098 564 606

Supplementary Notice of Annual General Meeting and Explanatory Memorandum

ioneer Ltd ABN 76 098 564 606

This document ( Supplementary Notice ) supplements the notice of Annual General Meeting and Explanatory Memorandum relating to the Annual General Meeting of ioneer Ltd ( Company ) which is to be held virtually on 5 November 2021 at 10:00 am (Sydney time).

This Supplementary Notice should be read in conjunction with the notice of Annual General Meeting of the Company and Explanatory Memorandum dated 5 October 2021 ( Original Notice ). Capitalised terms which are not otherwise defined in this Supplementary Notice have the meaning given to them in the Original Notice.

The purpose of this Supplementary Notice is to clarify information provided to Shareholders in relation to Resolution 2, being the adoption of the Remuneration Report.

As noted in the Explanatory Memorandum for Resolution 2, in the event that the Company receives a "second strike" as a consequence at least 25% of the votes cast on Resolution 2 being cast against the Remuneration Report, it will be necessary for the Company to put a resolution to Shareholders at the Annual General Meeting in accordance with the requirements of section 250V of the Corporations Act (the Conditional Spill Resolution ).

Should the Conditional Spill Resolution be required to be put to Shareholders at the Annual General Meeting in accordance with section 250V, the terms of the resolution that would be proposed at the Annual General Meeting are set out below.

That, subject to and conditional on at least 25% of the votes cast on Resolution 2 being cast against the Remuneration Report:

• (a) an extraordinary general meeting of the Company (the Spill Meeting ) be held within 90 days of passing this resolution;

• (b) all of the Directors other than the Managing Director who were in office when the resolution to approve the Directors' Report for the financial year ended 30 June 2021 was passed and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and

• (c) resolutions to appoint persons to the offices that will be vacated immediately before the end of the Spill Meeting be put to vote at the Spill Meeting.

As required by the Corporations Act, the Company will disregard any votes cast on the Conditional Spill Resolution:

• by or on behalf of a member of the Company’s Key Management Personnel details of whose remuneration is disclosed in the Remuneration Report for the year ended 30 June 2021 and their closely related parties, regardless of the capacity in which the vote is cast; or

• as proxy by a person who is a member of the Company’s Key Management Personnel at the date of the AGM and their closely related parties.

However, the Company need not disregard a vote cast on the Conditional Spill Resolution if it is cast as proxy for a person entitled to vote on the Conditional Spill Resolution:

• in accordance with the directions on the proxy form; or

• by the Chairman of the AGM in accordance with an express authorisation in the proxy form to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel.

Conditional Spill Resolution

The Conditional Spill Resolution is a conditional resolution. It would be put to the meeting if (or if it appears to the Chairman) that more than 25% of the votes cast on Resolution 2 are cast against the resolution to adopt the Remuneration Report. It will not be put to the meeting otherwise.

The Conditional Spill Resolution will be conditional on more than 25% of the votes cast on Resolution 2 being cast against the resolution to adopt the Remuneration Report, and will not become effective unless that is the case. If the Conditional Spill Resolution is passed and becomes effective, it will be necessary for the Board to convene an extraordinary general meeting of the Company, the Spill Meeting, to be held within 90 days of the date of the AGM in order to consider the composition of the Board. If a Spill Meeting is required, the date of the meeting will be notified to Shareholders in due course.

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If the Spill Meeting is held, the following Directors (being all directors other than the Managing Director, Bernard Rowe) will automatically vacate office immediately before the conclusion of the Spill Meeting unless they are willing to stand for re-election and are re-elected at that meeting:

• James D. Calaway;

• Julian Babarczy;

• Alan Davies;

• Rose McKinney-James; and

• Margaret R. Walker.

Even if James D. Calaway, Rose McKinney-James and Margaret R. Walker are re-elected at the Annual General Meeting, they would still need to be re-elected at the Spill Meeting to remain in office following the Spill Meeting.

When considering the Conditional Spill Resolution, the Directors suggest that Shareholders consider the following:

• the Board has taken the first strike against the remuneration report seriously, including through increased shareholder engagement, and has adjusted the form of equity security offered to Directors in lieu of receipt of their Director fees in cash as a result of this engagement;

• the current Board has the skills and experience to provide effective oversight to the Company and to represent Shareholders;

• each of James D. Calaway, Julian Babarczy and Alan Davies have previously been elected as a Director of the Company by Shareholders and received strong support from Shareholders; and

• the additional costs of, and uncertainty and disruption caused by, convening an additional general meeting of Shareholders which the Board does not consider to be in the best interests of the Company or Shareholders.

Having regard to the matters set out above, the Board does not consider the Conditional Spill Resolution to be in the best interests of the Company and its shareholders. Therefore, in the event that Conditional Spill Resolution is required to be put to vote at the Annual General Meeting in accordance with the Corporations Act, the Board unanimously recommends Shareholders vote against the Conditional Spill Resolution.

Proxy voting on Conditional Spill Resolution

Accompanying this Supplementary Notice is a new Proxy Form for shareholders to use for the meeting. This form references the Conditional Spill Resolution and allows shareholders to direct the Chairman how to vote on the resolution.

The Chairman will not be able to vote as proxy for a shareholder entitled to vote on the Conditional Spill Resolution unless:

• the proxy appointment specifies how the proxy is to vote; or

• if the proxy appointment does not specify how the proxy is to vote, the proxy appointment form expressly authorises the Chairman to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of one or more members of the Key Management Personnel (which includes the Chairman).

If you have appointed the Chairman as your proxy for the AGM but wish either to direct or authorise the Chairman to vote on the Conditional Spill Resolution as your proxy, you will need to complete and lodge this new Proxy Form. 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 no later than 10:00am (Sydney Time) on Wednesday, 3 November 2021 . Any Proxy Forms received after that time will not be valid for the meeting.

Where authorised, the Chairman intends to cast all undirected proxy votes “against” the Conditional Spill Resolution.

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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

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am (Sydney Time) on Wednesday, 3 November 2021.

	TO	VOTE ONLINE	BY SMARTPHONE
STEP	1:	VISIThttps://www.votingonline.com.au/ioneeragm2021
STEP	2:	Enter your Postcode OR Country of Residence (if outside Australia)
STEP	3:	Enter your Voting Access Code (VAC):

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 company’s securities registry or you may copy this form.

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.

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 (Sydney Time) on Wednesday, 3 November 2021. 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:

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 corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

 Online https://www.votingonline.com.au/ioneeragm2021  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

ACN 098 564 606

ioneer Ltd

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the 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 ioneer Ltd (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 as a virtual meeting online at https://web.lumiagm.com/304753785 on Friday, 5 November 2021 at 10:00am (Sydney Time) 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 Resolutions 2, 4(a), 4(b), 4(c), 4(d), 4(e), 5, 6, 7, 8 and 10. I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 2, 4(a), 4(b), 4(c), 4(d), 4(e), 5, 6, 7, 8 and 10 are 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 Resolutions 2, 4(a), 4(b), 4(c), 4(d), 4(e), 5, 6, 7 and 8), except Resolution 10 which the Chair of the Meeting will vote all undirected proxies against. If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote for, against, or to abstain from voting on an item, you must provide a direction by marking the 'For', 'Against' or 'Abstain' box opposite that resolution.

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*	AGAINST ABSTAIN*	AGAINST ABSTAIN*		FOR	AGAINST ABSTAIN*	AGAINST ABSTAIN*
Res	2	To Adopt the Remuneration Report				**Res 4(d) **	Approval of issue of performance rights
							to Rose McKinney-James in lieu of
							Directors’ fees
Res	3(a)	Re-election of Director – James D. Calaway				**Res 4(e) **	Approval of issue of performance rights
							to Margaret R. Walker in lieu of Directors’
							fees
Res	3(b)	Re-election of Director – Rose McKinney-				Res 5	Approval of Grant of Performance Rights
		James					to Mr Bernard Rowe
Res	3(c)	Re-election of Director – Margaret R. Walker				Res 6	Approval of Grant of Performance Rights to Mr James Calaway
Res	4(a)	Approval of issue of performance rights to				Res 7	Approval of further issues of equity
		James D. Calaway in lieu of Directors’ fees					securities under the Equity Incentive
							Plan
Res	4(b)	Approval of issue of performance rights to				Res 8	Approval of potential termination benefits
		Julian Babarczy in lieu of Directors’ fees					under the Equity Incentive Plan
Res	4(c)	Approval of issue of performance rights to				Res 9	Renewal of proportional takeover
		Alan Davies in lieu of Directors’ fees					approval provisions
						Res 10	Conditional Spill Resolution

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 / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021

Director