LGI LIMITED — AGM Information 2023

Oct 12, 2023

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LGI LIMITED ACN 138 085 551

NOTICE OF 2023 ANNUAL GENERAL MEETING

Annual General Meeting of the Company to be held on

LGI Limited 2023 AGM – Notice of Meeting and Explanatory Notes

LGI LIMITED ACN 138 085 551

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2023 Annual General Meeting of LGI Limited (the Company ) will be held online as a virtual meeting on Wednesday, 15 November 2023, commencing at 11:00 am (Brisbane Time) ( Meeting or Annual General Meeting ).

The Company is pleased to provide Shareholders with the opportunity to participate in the Meeting electronically through an online platform. Further information on how to participate in the meeting electronically is set out in the Explanatory Notes section of this notice of Annual General Meeting ( Notice ) and the User Guide which accompanies this Notice and will also be available on the Company’s website.

There will be no physical meeting where shareholders and proxyholders can attend in person.

This Notice is an important document and should be read in its entirety. The Explanatory Notes to this Notice provide additional information on matters to be considered at the Annual General Meeting. The Proxy Form and Explanatory Notes form part of this Notice.

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BUSINESS OF THE MEETING

Item 1: Financial Statements and Reports

To receive and consider the Financial Report, the Director’s Report and the Auditor’s Report for the year ended 30 June 2023.

Note:

• Shareholders are not required to approve these reports .

Item 2: Remuneration Report (Non-binding resolution)

To consider and, if thought fit, pass the following as a non-binding ordinary resolution of the Company:

“That the Remuneration Report for the financial year ended 30 June 2023 be adopted.”

Notes:

• The Remuneration Report as set out in the Directors’ Report, included within the Annual report;

• In accordance with section 250R of the Corporations Act, the vote on this Resolution will be advisory only and will not bind the directors or the Company; and

• A voting prohibition applies to this Resolution (see Explanatory Notes for details).

Item 3: Re-election of Director – Dr Jessica North

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Dr Jessica North, having retired from their office as a Director in accordance with clause 19.3 of the Constitution and, being eligible, be re-elected as a Director.”

Item 4: Re-election of Director – Mr Tim McGavin

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Mr Tim McGavin, having retired from their office as a Director in accordance with clause 19.3 of the Constitution and, being eligible, be re-elected as a Director.”

The Explanatory Notes to this Notice provide additional information on matters to be considered at the Annual General Meeting.

ENTITLEMENT TO VOTE

The Directors have determined pursuant to regulations 7.11.37 of the Corporations Regulations 2001 (Cth) and rule 5.6.1 of the ASX Settlement Operating Rules that the persons eligible to vote at the Meeting are those registered as Shareholders of the Company at 7.00 pm (Sydney time) on Monday, 13 November 2023. ( Entitlement Time )

If you are not the registered holder of a Share at the Entitlement Time, you will not be entitled to attend and vote at the Meeting.

VIRTUAL PARTICIPATION

The Board has determined to conduct the Meeting as a virtual meeting and that Shareholders will have the opportunity to participate in the Meeting by electronic means through an online platform. There will be no physical meeting where shareholders or proxies can attend in person. Shareholders who wish to participate in the Meeting online may do so from their computer by logging into the online platform at https://meetnow.global/MN57Q6N

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If you choose to participate in the Meeting, you will be able to view the Meeting live, lodge a direct vote in real time and ask questions online. Shareholders participating in the Meeting using the online platform will be able to cast votes during commencement of the Meeting (11.00am Brisbane Time on Wednesday 15 November 2023) and up to the closure of voting as announced by the Chair during the Meeting. Instructions on how to participate in the Meeting (including how to vote and ask questions online during the Meeting) are available in the User Guide. The User Guide is available at www.computershare.com.au/virtualmeetingguide .

ANNUAL REPORT

• Copies of the Company’s 2023 Annual Report may be accessed on our website at https://lgi.com.au/for investors/ and via the ASX market announcements platform.

VOTING OPTIONS AND PROXIES

Shareholders who are unable to join the virtual Meeting are encouraged to appoint a proxy on their behalf, by completing and returning the Proxy Form that accompanies this Notice of Annual General Meeting.

Voting by Proxy

A member entitled to attend, and vote is entitled to appoint a proxy to attend and vote in their stead. A proxy need not be a Shareholder of the Company and can be a natural person over the age of 18 years or a body corporate. A body corporate appointed as a Shareholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting.

The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

A Shareholder who is entitled to attend and vote at this Meeting is entitled to appoint not more than two proxies to attend and vote in place of a Shareholder.

If the Shareholder appoints two proxies, the Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the Shareholder’s votes. If the specified proportion or number of votes exceeds that which the Shareholder is entitled to, each proxy may exercise half of the Shareholder’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

Subject to the specific proxy provisions applying to Item 2 (Remuneration Report) (see the Explanatory Notes below):

• If a Shareholder has not directed their proxy how to vote, the proxy may vote as the proxy determines; and

• If a Shareholder appoints the Chair of the Meeting as proxy and does not direct the Chair how to vote on an item of business, the Chair will vote in accordance with his voting intention as stated in this Notice of Meeting, namely in favour of each of the proposed Resolutions set out in this Notice of Meeting.

Proxy Voting by the Chair

For Item 2 (Remuneration Report), where the Chair is appointed as a Shareholder’s proxy and that Shareholder has not specified the way in which the Chair is to vote on Item 2, the Shareholder is directing the Chair to vote in accordance with the Chair’s voting intentions for this item of business, even though Item 2 is connected to the remuneration of Key Management Personnel.

The Chair intends to vote all undirected proxies in FAVOUR of the Resolutions in the Notice of Meeting.

Proxy Forms

To be effective, the Proxy Form must be completed, signed and lodged (together with the relevant original power of attorney or a certified copy if the proxy is signed by an attorney) with the Computershare, as an original or by facsimile, no later than 11.00am (Brisbane Time) on Monday, 13 November 2023 ( Proxy Deadline ). Proxy forms received later than this time will be invalid.

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Proxy forms may be submitted in one of the following ways:

• (a) Online: All Shareholders can access the Login – investorevote.com.au, Computershare Limited website and appoint a proxy online.

• (b) By submitting a printed Proxy Form: Proxy Forms can be submitted:

• by mail to Computershare Investor Services Pty Limited ( Computershare ) at GPO Box 242, Melbourne VIC 3001. Please allow sufficient time so that it reaches Computershare by the Proxy Deadline;

• by fax to Computershare on 1800 783 447 (if sent from inside Australia) or +61 3 9473 2555 (if sent from outside Australia); or

• by hand delivery to Computershare at GPO Box 242, Melbourne VIC 3001.

• (c) Custodians may lodge their Proxy Forms online by visiting www.intermediaryonline.com.

JOINT HOLDERS

If more than one joint holder of shares is present at the Meeting (whether personally, by proxy or by attorney or corporate representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

CORPORATE REPRESENTATIVES

Where a shareholding is registered in the name of a corporation, the corporate shareholder may appoint a person to act as its representative to attend the meeting by providing that person with:

• (i) a letter or certificate authorising him or her as the corporation’s representative, executive in accordance with the corporation’s constitution; or

• (ii) a copy of the Resolution appointing the representative, certified by a secretary or director of the corporation.

Shareholders and corporate representatives are encouraged to provide the documentation evidencing the appointment to Computershare by 11:00 am (Brisbane Time) on Monday, 13 November 2023.

A suitable form of authorisation may be obtained by calling Computershare on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) or online at www.investorcentre.com/au (select “Printable Forms”).

LODGING A QUESTION PRIOR TO THE AGM

If you wish to submit a question in writing to the Company in advance of the Meeting, please submit your questions to the Company Secretary via email to hasaka.martin@automicgroup.com.au by 11.00am (Brisbane Time) on Monday, 13 November 2023, to allow time to collate questions and prepare answers. The Company will not provide written answers to individual questions, however during the meeting, the Chairman or the CEO or Managing Director will seek to address as many of the more frequently raised topics as possible.

Written Questions directed to the Auditor must be received at least five business days prior to the Meeting (that is, by 5:00 pm (Brisbane Time) on Wednesday, 8 November 2023). The Auditor or there repetitive will address any questions that are relevant to the conduct of the audit; and the preparation and content

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of the auditor’s report; and 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.

TECHNICAL DIFFICULTIES

The Chair has discretion as to whether and how the Meeting should proceed if a technical difficulty arises. In exercising this discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where the Chair considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions.

BY ORDER OF THE DIRECTORS

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Mr Hasaka Martin Company Secretary Dated: 13 October 2023

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EXPLANATORY NOTES

________________

These Explanatory Notes to this Notice provide additional information on matters to be considered at the Annual General Meeting. The Proxy Form and Explanatory Notes form part of this Notice. Terms defined in the Explanatory Notes have the same meaning when used in this Notice or as otherwise defined in the Glossary.

ITEM 1 – FINANCIAL STATEMENTS AND REPORTS

As required by section 317 of the Corporations Act, the Financial Report, Directors' Report, and Auditor's Report of the Company for the financial year ending 30 June 2023 will be tabled at the Meeting. The Financial Report contains the financial statements of the Company and its subsidiaries.

There is no requirement for a formal resolution on this item of business.

As permitted by the Corporations Act, a printed copy of the Company’s 2023 Annual Report has been sent only to those shareholders who have elected to receive a printed copy. A copy of the Company’s - - Annual Report may be accessed on our website at https://lgi.com.au/for investors/#corporate governance and via the ASX market announcements platform.

The Chair of the Meeting will allow a reasonable opportunity during the Meeting for Shareholders to ask questions about or make comments on the management of the Company. Shareholders will also be given a reasonable opportunity during the Meeting to ask the Company’s auditor, BDO, questions about the conduct of its audit of the Company’s financial report for the year ended 30 June 2023, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of BDO in relation to the conduct of the audit.

Item 2 – Remuneration Report

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Company’s 2023 Annual Report.

The Remuneration Report:

• describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance;

• • sets out the remuneration arrangements in place for each Director and for certain members of the senior management team; and

• explains the basis for remunerating Non-executive Directors and senior executives, including the Chief Executive Officer and Managing Director.

The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the Board will consider any discussion on this Resolution and the outcome of the vote when considering the future remuneration policies and practices of the Company.

Voting Prohibition

As required by the Corporations Act, the Company will disregard any votes cast on Item 2 by any member of the Company’s Key Management Personnel, or a Closely Related Party of any such member, unless the person:

• votes as a proxy appointed that specifies how the person is to vote on the Resolution; or

• is the Chair of the Meeting and votes as a proxy appointed by writing that expressly authorises the Chair to vote on the Resolution even though that Resolution is connected with the remuneration of a member of the Company’s KMP.

What this means for Shareholders: If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on the proposed Resolution in Item 2. If you intend to appoint the Chair of the Meeting as your proxy, you can direct him or her how to vote by marking the boxes for Item 2 (for example, if you wish to vote for, against or abstain from voting), or you can choose not to mark any of the boxes for Item 2, in which case, as stated on the Proxy Form, you will be taken to be expressly authorising the Chair to vote your undirected proxy as the Chair determines (in which case the Chair will vote in favour of this Item 2).

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Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of this non-binding Resolution.

Chair’s Voting Intention

The Chair of the Meeting intends to vote all available undirected proxies in favour of this Resolution.

ITEM 3 – ELECTION OF DIRECTOR – DR JESSICA NORTH

Under the ASX Listing Rules and the Company’s Constitution, all Directors (except the Managing Director) are required to retire at the third Annual General Meeting after their appointment by members and may resubmit themselves for re-election as they were all appointed by the Board of Directors.

Item 3 deals with the re-election of Dr Jessica North, the Chief Executive Officer and Executive Director of the Company, being eligible, offers herself for re-election at the Meeting. Dr North joined the Company as Sustainability and Carbon Manager in 2012 and was appointed Executive Director in 2013, serving as Chair of the Board form January 2013 to December 2017.

Dr North has 25 years’ experience in the waste industry, including roles in management, consulting, and research. Her professional experience includes work in Canada, Southeast Asia, New Zealand, Australia, South America, the United Kingdom and Europe. She has worked for nationally recognised waste consultancies in Australia, New Zealand and the UK, and international organisations delivering projects to government and private sector clients.

Dr North holds a Masters degree in Environmental Science, a PhD in Environmental Chemistry and is a member of the AICD. In 2009, she authored an international strategy around waste and climate change issues for the UN Environment Program (Division of Technology, Industry and Economics).

The Directors believe that Dr North’s depth of experience and knowledge will continue to help LGI create shareholder value.

Director’s Recommendation

The Directors (Dr North abstaining) support the election of Jessica North and unanimously recommend that Shareholders vote IN FAVOUR of this Resolution.

Chair’s Voting Intention

The Chair of the Meeting intends to vote all available undirected proxies IN FAVOUR of this Resolution.

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ITEM 4 – ELECTION OF DIRECTOR – MR TIM MCGAVIN

Under the ASX Listing Rules and the Company’s Constitution, all Directors (except the Managing Director) are required to retire at the third Annual General Meeting after their appointment by members and may resubmit themselves for re-election as they were all appointed by the Board of Directors.

Item 4 deals with the re-election of Tim McGavin who being eligible, offers himself for re-election at the Meeting. Tim is a cornerstone investor in the Company and was first appointed as Non-Executive Director in January 2011, serving as Chair of the Board between January 2018 to March 2021. Tim currently serves as Chair of the Remuneration and Nominations Committee.

Tim McGavin is the Founder and Managing Director of Laguna Bay. Laguna Bay is an investment management firm specialising in building diversified food and agriculture portfolios for institutional investors.

Mr McGavin is also a founding shareholder of Cobram Estate Olives Ltd (ASX:CBO), now the largest producer of extra virgin olive oil in the Southern Hemisphere and ranks in the top 10 largest single olive producers in the world.

Mr McGavin holds an MBA from Macquarie University, Sydney.

The Directors believe that Mr Tim McGavin’s depth of experience and knowledge will continue to help LGI create shareholder value.

Director’s Recommendation

The Directors (Mr McGavin abstaining) support the election of Tim McGavin and unanimously recommend that Shareholders vote IN FAVOUR of this Resolution.

Chair’s Voting Intention

The Chair of the Meeting intends to vote all available undirected proxies IN FAVOUR of this Resolution.

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GLOSSARY

Annual Financial Report means the 2021 Annual Report to Shareholders for the period ended 30 June 2023 as lodged by the Company with the ASX on 29 August 2023.

Annual General Meeting or AGM or Meeting means the meeting convened by the Notice. ASX means ASX Limited ACN 620 466 248.

ASX Listing Rules means the Listing Rules of the ASX.

Auditor means the Company’s auditor, BDO Audit Pty Ltd.

Auditor’s Report means the auditor’s report of BDO as included in the Annual Financial Report. BDO means the Company’s auditor, BDO Audit Pty Ltd.

Board means the current board of directors of the Company. Closely Related Party has the meaning as defined in section 9 of the Corporations Act. Company means LGI Limited (ACN 138 085 551).

Computershare means the Company’s share registry, Computershare Investor Services Pty Limited. Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report. Entitlement Time means 7.00 pm (Sydney Time) on Monday, 13 November 2023.

Explanatory Notes means the Explanatory Notes accompanying this Notice.

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

Key Management Personnel or KMP has the meaning as defined in section 9 of the Corporations Act.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meaning and the Explanatory Notes accompanying it and the Proxy Form.

Ordinary Resolution means a resolution that only needs to be passed by at least 50% of the total votes cast by Shareholders entitled to vote on that resolution.

Proxy Deadline means 11.00am (Brisbane Time) on Monday, 13 November 2023.

Proxy Form means the proxy form accompanying this Notice.

Remuneration Report means the remuneration report set out in the Directors’ Report section of the Company’s Annual Financial Report.

Resolutions means the resolutions set out in this Notice, or any one of them, as the context requires. Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

LGI

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 11:00 am (Brisbane Time) on Monday, 13 November 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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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. QR code. 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 Sample

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

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

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.

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

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

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

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 your broker of any changes.



I 9999999999 I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of LGI Limited hereby appoint the Chairman OR of the Meeting

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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 LGI Limited to be held virtually via https://meetnow.global/MN57Q6N on Wednesday, 15 November 2023 at 11:00 am (Brisbane Time) 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 Item 2 (except where I/we have indicated a different voting intention in step 2) even though Item 2 is 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 Item 2 by marking the appropriate box in step 2.

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.

For Against Abstain

Item 2 Remuneration Report (Non-binding resolution) Item 3 Re-election of Director – Dr Jessica North Item 4 Re-election of Director – Mr Tim McGavin ~~Sample~~

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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.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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