28 October 2022

Notice of Annual General Meeting

Lithium Australia Limited (ASX: LIT) ( Lithium Australia or the Company ) confirms release of its Notice of Annual General Meeting ( Notice ) to shareholders.

The Annual General Meeting will be held at 11:00am (WST) on Tuesday 29 November 2022 at Level 1, 677 Murray Street, West Perth, Western Australia.

A copy of the Notice is attached to this announcement.

Authorised for release by the Board.

Stuart Tarrant

George Bauk

Chief Financial Officer Chairman Mobile +61 (0) 467 817 005 Mobile +61 (0) 408 931 746 [email protected] [email protected]

Forward-looking statements

This announcement contains forward-looking statements. Forward-looking statements are subject to a variety of risks and uncertainties that it is beyond the Company’s ability to control or predict and which could cause actual events or results to differ materially from those anticipated in such forward-looking statements.

About Lithium Australia

Lithium Australia (ASX:LIT) is at the forefront of advanced materials development to ensure an ethical and sustainable future for the global battery industry. Lithium Australia is achieving this via its business divisions:

Envirostream (100%-owned LIT subsidiary): Envirostream, which is leading Australia’s battery recycling industry, is at the cutting edge of delivering safe and innovative management solutions to one of the Australian waste industry’s biggest (and getting bigger) challenges – battery disposal.

Its state-of-the-art Victorian-based battery processing facilities are providing a sustainable solution by collecting, sorting and processing critical battery metals from all types of spent batteries to power the batteries of tomorrow.

With battery recycling partnerships alongside some of Australia’s leading brands (including Bunnings, Officeworks and Battery World), Envirostream benefits from the Australian government-backed battery recycling scheme which is providing rebates across collection, sorting, and processing of batteries. These combined provide the platform for national expansion.

VSPC (100%-owned LIT subsidiary): With over 20 years’ experience, VSPC develops leading-edge materials for e-mobility and energy storage applications and, ultimately, a zero-carbon economy. Its patents cover the production of advanced powders for next generation lithium-ion batteries, especially lithium ferro phosphate (‘LFP’).

Currently, demand for LFP represents more than half the global market for lithium-ion battery materials. The Company is one of only a few entities outside of China with the technical expertise to manufacture LFP powder of the highest quality to meet those burgeoning market pressures.

VSPC is now on a clear path to production. With a Research & Development (R&D) facility (pilot plant) located in Queensland, a Definitive Feasibility Study (‘DFS’) for an initial 10,000tpa LFP manufacturing facility is well underway, and with customer offtake discussions advancing in parallel, VSPC is positioning for its first commercial footprint.

ASX ANNOUNCEMENTS Lithium Australia

Page 2

lithium-au.com

28 October 2022

Dear Shareholder

LITHIUM AUSTRALIA LIMITED – ANNUAL GENERAL MEETING

Lithium Australia Limited ( Company ) advises that its annual general meeting of shareholders ( Meeting ) will be held at 11.00am (WST) on Tuesday, 29 November 2022 at Level 1, 677 Murray Street, West Perth, Western Australia.

The Company will not be dispatching physical copies of the notice of Meeting. A copy of the Meeting materials can be viewed and downloaded online as follows:

You can access the Meeting materials online at the Company’s website: https://www.lithiumau.com.

A complete copy of the Meeting materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “LIT.”

If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting materials and the voting instruction form.

Your personalised proxy form accompanies this letter. To vote by proxy, please complete and submit your proxy form by one of the following methods:

Online: www.advancedshare.com.au/investor-login By post: Advanced Share Registry Limited, PO Box 1156, Nedlands WA 6909 By fax: +61 8 6370 4203 By mobile: Scan the QR Code on your Proxy Form and follow the prompts

Your completed proxy form must be received not later than 48 hours before the commencement of the Meeting, being 11.00am (WST) on Sunday, 27 November 2022. Proxy forms received later than this time will be invalid.

The Company intends to hold a physical meeting. The Company will notify any changes to this by way of announcement on ASX and the details will also be made available on our website.

The Meeting materials are important and should be read in their entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant, or other professional adviser.

Yours sincerely

Catherine Grant-Edwards Company Secretary

Lithium Australia`

Page 1

==> picture [197 x 74] intentionally omitted <==

Lithium Australia Limited ACN 126 129 413

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held as follows:

Time and date: 11:00am (AWST) on Tuesday, 29 November 2022 Location: Level 1, 677 Murray Street West Perth WA 6005

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on +61 8 6145 0288

Shareholders are urged to vote by lodging the Proxy Form

Lithium Australia Limited ACN 126 129 413 (Company)

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of Shareholders of Lithium Australia Limited will be held at Level 1, 677 Murray Street West Perth WA 6005 on Tuesday, 29 November 2022 at 11:00am (AWST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Sunday, 27 November 2022 at 5:00pm (AWST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2022, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Note: there is no requirement for Shareholders to approve the Annual Report.

2 Resolutions

Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:

'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.'

Note : a vote on this Resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re-election of Director - Kristie Young

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

'That, Kristie Young, who retires in accordance with Article 7.2(b)(iv) of the Constitution and Listing Rule 14.5 and for all other purposes, retires and, being eligible and offering herself for re-election, is reelected as a Director, on the terms and conditions in the Explanatory Memorandum.’

Page 2

Resolution 3 – Approval of 10% Placement Facility

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

'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling 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 Memorandum.'

Resolution 4 – Ratification of issue of Supplier Shares

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

‘That, pursuant to and in accordance with Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 240,047 Supplier Shares, on the terms and conditions in the Explanatory Memorandum.’

Resolution 5 – Approval of New Plan

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

'That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the new employee incentive scheme of the Company known as the "Lithium Australia Limited Employee Securities Incentive Plan” ( New Plan ) and the issue of up to a maximum number of 122,000,000 Securities under the New Plan over a period of up to three years from the date of the Meeting, on the terms and conditions in the Explanatory Memorandum.'

Resolution 6 – Approval of potential termination benefits under the New Plan

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

‘That, conditional on Resolution 5 being approved, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued or to be issued under the New Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Memorandum.’

Resolution 7 – Approval of issue of Performance Rights to Directors

To consider and, if thought fit, to pass without or without amendment, each as a separate ordinary resolution the following:

‘That, pursuant to and in accordance with Listing Rule 10.14, sections 208 and 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 36,750,000 Performance Rights to the Directors (or their respective nominees) under the New Plan, as follows:

Page 3

(a) up to 12,250,000 Director Performance Rights to George Bauk (or his nominees);
(b) up to 12,250,000 Director Performance Rights to Kristie Young (or her nominees); and
(c) up to 12,250,000 Director Performance Rights to Phil Thick (or his nominees),

on the terms and conditions in the Explanatory Memorandum.’

Page 4

Voting prohibitions

Resolution 1 : In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Resolution 5, Resolution 6 and Resolution 7(a), (b) and (c) : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on the relevant Resolution if:

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

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

In addition to the above, in accordance with section 200E(2A) of the Corporations Act, a vote on Resolution 6 must not be cast by any participants or potential participants in the New Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person's future retirement.

However, a vote may be cast by such a person if:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and
(b) it is not cast on behalf of the person or an associate of the person.

Resolution 7(a), (b) and (c): Further, in accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

Page 5

However, the above prohibition does not apply if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b) it is not cast on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on the relevant Resolution.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Page 6

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

(a) Resolution 3: if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates, or their nominees.
(b) Resolution 4: by or on behalf of any person who participated in the issue of the Supplier Shares, or any of their respective associates, or their nominees.
(c) Resolution 5: by or on behalf of a person who is eligible to participate in the New Plan, or any of their respective associates, or their nominees.
(d) Resolution 7(a), (b) and (c): by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Existing Plan, or any of their respective associates, or their nominees.

The above voting exclusions do not apply to a vote cast in favour of the relevant 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;
(b) the Chair 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.

BY ORDER OF THE BOARD

==> picture [96 x 24] intentionally omitted <==

Catherine Grant-Edwards Company Secretary Lithium Australia Limited Dated: 21 October 2022

Page 7

Lithium Australia Limited ACN 126 129 413

(Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 1, 677 Murray Street West Perth WA 6005 on Tuesday, 29 November 2022 at 11:00am (AWST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolution will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution:

Section 2	Action to be taken by Shareholders
Section 3	Annual Report
Section 4	Resolution 1 – Remuneration Report
Section 5	Resolution 2 – Re-election of Director - Kristie Young
Section 6	Resolution 3 – Approval of 10% Placement Facility
Section 7	Resolution 4 – Ratification of issue of Supplier Shares
Section 8	Resolution 5 – Approval of New Plan
Section 9	Resolution 6 – Approval of potential termination benefits under the New Plan
Section 10	Resolution 7 – Approval of issue of Performance Rights to Directors
Schedule 1	Definitions
Schedule 2	Summary of terms and conditions of New Plan
Schedule 3	Terms and conditions of Director Performance Rights
Schedule 4	Valuation of Director Performance Rights

A Proxy Form is located at the end of the Explanatory Memorandum.

Page 8

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolution.

Voting in person

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

2.2 Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

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:

(a) 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);
(b) 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;
(c) 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
(d) 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).

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

(a) 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;
(b) the appointed proxy is not the chair of the meeting;

Page 9

(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and
(d) either the proxy is not recorded as attending the meeting or 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.

Your proxy voting instruction must be received by 11:00am (AWST) on Sunday, 27 November 2022, being not later than 48 hours before the commencement of the Meeting.

2.3 Chair's voting intentions

If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, Resolution 5, Resolution 6 and Resolution 7(a), (b) and (c) even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel.

Subject to the below, the Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

If the Chair is a person referred to in the voting prohibition statement applicable to a Resolution (under section 224 of the Corporations Act), the Chair will only be able to cast a vote as proxy for you on the relevant Resolution if you are entitled to vote and have specified your voting intention in the Proxy Form.

2.4 Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by Sunday, 27 November 2022 at 5:00pm (AWST).

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

Page 10

3. Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2022.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

(a) discuss the Annual Report which is available online at https://www.lithiumau.com/financial-reports/;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

(a) the preparation and content of the Auditor's Report;
(b)
the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.

The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so.

4. Resolution 1 – Remuneration Report

General

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 30 June 2022 in the 2022 Annual Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).

Page 11

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2021 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2023 annual general meeting, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

4.2 Additional information

Resolution 1 is an ordinary resolution.

Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution.

5. Resolution 2 – Re-election of Director - Kristie Young

5.1 General

Article 7.2(b)(iv) of the Constitution provides that any director who wishes to retire may stand for re-election.

Listing Rule 14.5 provides that there must be an election of directors at each annual general meeting.

Article 7.3 of the Constitution provides that a retiring director holds office until the conclusion of the meeting at which that director retires but is eligible for re-election.

Kristie Young, Non-Executive Director, was last re-elected at the Company’s 2021 annual general meeting. Accordingly, Kristie Young has chosen to retire at this Meeting and, being eligible, seeks re-election pursuant to this Resolution 2.

5.2 Kristie Young

Ms Young’s varied background includes more than 20 years’ experience across a range of sectors, including technical engineering, project evaluation, strategy, business development, growth, marketing, commercial, client management, governance and human resources.

Most recently, Ms Young held senior growth and business development executive roles with leading professional services firms PwC and Ernst & Young. She is currently non-executive Chair with ChemX Materials Limited, non-executive director of Tesoro Gold Limited, and sits on the boards of Wesley College, and MinEx CRC.

Ms Young holds a Bachelor of Engineering (Mining) Hons from the University of Queensland and a Post Graduate Diploma of Education (Mathematics & IT) from the University of Western Australia. She is a graduate of the Australian Institute of Company Directors and holds a Cert IV HR from the Australian HR Institute.

Page 12

Ms Young does not currently hold any other material directorships, other than those disclosed in this Notice.

If elected, Ms Young is considered by the Board (with Ms Young abstaining) to be an independent Director. Ms Young is not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party.

Ms Young has acknowledged to the Company that she will have sufficient time to fulfil her responsibilities as a Director.

5.3 Board recommendation

The Board (other than Ms Young who has a personal interest in the outcome of this Resolution) supports the re-election of Ms Young on the basis that her skills, qualifications and experience in project evaluation and business development are complimentary and valuable to the Board’s existing skills and experience.

The Board (other than Ms Young who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of this Resolution.

5.4 Additional information

Resolution 2 is an ordinary resolution.

6. Resolution 3 – Approval of 10% Placement Facility

6.1 General

Listing Rule 7.1A enables an eligible entity 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% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1.

Resolution 3 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) below). The 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 6.2(c) below).

If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval in Listing Rule 7.1.

Page 13

6.2 Listing Rule 7.1A

(a) Is the Company an eligible entity?

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $62.28 million, based on the closing price of Shares ($0.051) on 21 October 2022.

(b) What Equity Securities can be issued?

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 eligible entity.

As at the date of the Notice, the Company has on issue one quoted class of Equity Securities, being Shares.

(c) How many Equity Securities can be issued?

Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A = is the number of Shares on issue at the commencement of the Relevant Period:
(A) plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
(B) plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
- (1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
- (2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;
(C) plus the number of fully paid Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
- (1) the agreement was entered into before the commencement of the Relevant Period; or

Page 14

(2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;
(D) plus the number of partly paid Shares that became fully paid Shares in the Relevant Period;
(E) plus the number of fully paid Shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and
(F) less the number of fully paid Shares cancelled in the Relevant Period.

Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity.

D = is 10%.
E = is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue, where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

(d)

What is the interaction with Listing Rule 7.1?

The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1.

At what price can the Equity Securities be issued?

Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per Equity Security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 6.2(e)(i) above, the date on which the Equity Securities are issued, ( Minimum Issue Price ).

(f)

When can Equity Securities be issued?

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier of:

(i) the date that is 12 months after the date of the Meeting;
(ii) the time and date of the Company's next annual general meeting; or
(iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

Page 15

(g) What is the effect of Resolution 3?

The effect of Resolution 3 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

6.3 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 10% Placement Facility:

(a) Final date for issue

The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) above).

(b) Minimum issue price

Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 6.2(e) above).

(c) Purposes of issues under the 10% Placement Facility

The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital.

(d) Risk of economic and voting dilution

Shareholders should note that there is a risk that:

(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

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

If this Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the below table (in the case of convertible securities only if those convertible securities are converted into Shares).

The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for Variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 6.2(c) above) as at the date of this Notice ( Variable A ), with:

(i) two examples where Variable A has increased, by 50% and 100%; and

Page 16

(ii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.

Shares (Variable A in Listing Rule 7.1A.2)		Dilution	Dilution
	Issue price per Share	$0.026 50% decrease in Current Market Price	$0.051 Current Market Price	$0.102 100% increase in Current Market Price
1,221,181,672 Shares Variable A	10% Voting Dilution	122,118,167 Shares	122,118,167 Shares	122,118,167 Shares
	Funds raised	$3,114,013	$6,228,027	$12,456,053
1,831,772,508 Shares 50% increase in Variable A	10% Voting Dilution	183,177,251 Shares	183,177,251 Shares	183,177,251 Shares
	Funds raised	$4,671,020	$9,342,040	$18,684,080
2,442,363,344 Shares 100% increase in Variable A	10% Voting Dilution	244,236,334 Shares	244,236,334 Shares	244,236,334 Shares
	Funds raised	$6,228,027	$12,456,053	$24,912,106

Notes:

The table has been prepared on the following assumptions:
(a) The issue price is the current market price ($0.051), being the closing price of the Shares on ASX on 21 October 2022, being the latest practicable date before this Notice was signed.
(b) Variable A comprises of 1,221,181,672 existing Shares on issue as at the date of this Meeting, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4.
(c) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(d) No convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.
(e) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.

Page 17

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%. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

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.

Allocation policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

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

The allottees 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 investors who are not related parties of or associates of a related party of the Company.

(f)

Issues in the past 12 months

The Company previously obtained Shareholder approval under Listing Rule 7.1A at its 2021 annual general meeting.

In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company has issued or agreed to issue Equity Securities under Listing Rule 7.1A, as follows:

Page 18

Date of agreement to issue	Recipient	Type of security	Number of securities	Price	Use of funds
31 August 2022	Existing shareholders, new high net worth sophisticated and institutional investors	103,516,927 Shares representing ~10% of the total number of Shares on issue at the commence cement of that 12 month period	103,516,927	$0.065 each, representing a 22% discount to closing price on the date of issue	Cash raised:$6,728,600 (before costs) Cash spent:Nil Intended use of funds:The proceeds are intended to be used towards, commercialisation of the Company’s wholly owned subsidiaries Envirostream Australia Pty Ltd (Envirostream) and VSPC Pty Ltd (VSPC), and for general working capital. Intended use of remaining funds:The proceeds are intended to be used towards, commercialisation of the Company’s wholly owned subsidiaries Envirostream Australia Pty Ltd (Envirostream) and VSPC Pty Ltd (VSPC), and for general working capital.

Page 19

At the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in any such issue.

However, in the event that between the date of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A to one or more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in the Notice.

6.4 Additional information

Resolution 3 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).

The Board recommends that Shareholders vote in favour of Resolution 3.

7. Resolution 4 – Ratification of issue of Supplier Shares

7.1 General

On 1 June 2022, the Company issued 240,047 Shares to Investing News Network Pty Ltd (or its nominees) as consideration for the provision of services to the Company ( Supplier Shares ). The Supplier Shares were issued using the Company's placement capacity under Listing Rule 7.1, without the need for Shareholder approval.

Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Supplier Shares.

7.2 Listing Rules 7.1 and 7.4

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Supplier Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Supplier Shares.

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

The effect of Shareholders passing Resolution 4 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% additional placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Page 20

If Resolution 4 is passed, 240,047 Supplier Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 4 is not passed, 240,047 Supplier Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 240,047 Equity Securities for the 12 month period following the issue of the Supplier Shares.

7.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Supplier Shares:

(a) The Supplier Shares were issued to Investing News Network Pty Ltd (or its nominees), who is not a related party or Material Investor.
(b) 240,047 Supplier Shares were issued within the Company's 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval.
(c) The Supplier Shares are fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
(d) The Supplier Shares were issued on 1 June 2022.
(e) The Supplier Shares were issued for nil cash consideration as consideration for the provision of services provided to the Company. The Supplier Shares were issued at a deemed issued price of $0.1281. Accordingly, no funds were raised by the issue of the Supplier Shares.
(f) There are no other material terms for the agreement to issue the Supplier Shares.
(g) A voting exclusion statement is included in the Notice.

7.4 Additional information

Resolution 4 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 4.

8. Resolution 5 – Approval of New Plan

8.1 General

On 1 October 2022, amendments to the Corporations Act commenced, simplifying the process for incentivising participants under employee share schemes ( ESS ). Division 1A will be introduced into Part 7.12 of the Corporations Act, providing a new regime for the making of offers in connection with an ESS ( New Regime ). This regime will replace the current relief

Page 21

afforded by ASIC Class Order 14/1000 ( Class Order ), which has been in force since 30 October 2014.

To ensure that the Company’s ESS complies with the New Regime, the Company will adopt, subject to Shareholder approval, a new ESS called the ‘Lithium Australia Limited Employee Securities Incentive Plan’ (the New Plan ).

Resolution 5 seeks Shareholder approval of the New Plan in accordance with Listing Rule 7.2 exception 13(b).

Under the New Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the Company as the Board may decide and on the terms set out in the rules of the New Plan. A summary of the key terms of the New Plan is in Schedule 2. In addition, a copy of the New Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. Shareholders are invited to contact the Company if they have any queries.

8.2 Key changes between the Class Order and New Regime

The following table summarises the key changes that will be implemented by the New Regime for “Invitations” (within the meaning given in the New Plan) made on or after 1 October 2022. These changes are reflected in the New Plan.

	Position under the Class Order	Position from 1 October 2022
Disclosure obligations	The Class Order mandates certain information that must be provided to ESS participants. There is no difference between the disclosure requirements where ESS interests are offered for monetary consideration or for no monetary consideration.	If the offer of ESS interests is for no monetary consideration:There are no prescribed disclosure obligations, other than a statement that the offer is made under Division 1A. If the offer of ESS interests is for monetary consideration: • Certain prescribed disclosure requirements apply. These disclosure requirements are similar (although different) to the current disclosure requirements under the Class Order. • The participant cannot acquire the ESS interests until 14 days after receiving the above disclosure. This mandates a waiting period ensuring a participant has time to consider their decision and seek legal financial advice. • Any associated trust, contribution plan and loan arrangement will

Page 22

	Position under the Class Order	Position from 1 October 2022
		need to comply with specified requirements.
Eligible participants	• Directors; • Full-time and part-time employees; • Casual employees and contractors, provided they work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with the entity.	• Directors; • Full-time and part-time employees; • Any service providers to the entity (with no minimum requirement of hours of service provided); • Certain ‘related persons’ to the above.
5% limit	The maximum number of ESS interests that can be issued under the Class Order relief over a three- year period is 5% of the issued share capital.	If the offer of ESS interests is for no monetary consideration:There is no limit on the number of such ESS interests that may be issued. If the offer of ESS interests is for monetary consideration:The number of ESS interests issued over a three-year period must not exceed 5% of the issued share capital. Entities may specify a different issue cap in their constitution.
Suspension	For the Class Order relief to be available, the entity’s shares must not have been suspended for more than 5 days over the previous 12 months.	The new regime permits an entity to offer ESS interests regardless of any suspension to the trading of its shares.
ASIC involvement	A ‘Notice of Reliance’ must be submitted to ASIC to rely on the Class Order relief.	There are no ASIC lodgement requirements. ASIC has the power to require the provision of documents necessary in order to form an opinion about whether the regime has been complied with. ASIC has also been given express enforcement powers including the ability to issue ‘stop orders’.

Page 23

	Position under the Class Order	Position from 1 October 2022
Criminal offences	N/A	New ESS related criminal offences have been introduced regarding certain misleading or deceptive statements or omissions.

8.3 Listing Rules 7.1 and 7.2, exception 13(b)

A summary of Listing Rule 7.1 is in Section 7.2 above.

Listing Rule 7.2, exception 13(b), provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of three years from the date on which Shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

Listing Rule 7.2, exception 13(b), ceases to be available to the Company if there is a material change to the terms of the Plan from those set out in this Notice in Schedule 2.

If Resolution 5 is passed, the Company will be able to issue Equity Securities under the New Plan pursuant to Listing Rule 7.2, exception 13(b), to eligible participants over a period of three years up to a nominated maximum amount without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

However, any future issues of Equity Securities under the New Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

If Resolution 5 is not passed, any issue of Equity Securities pursuant to the New Plan must either be undertaken using the Company’s 15% annual placement capacity under Listing Rule 7.1, or with prior Shareholder approval.

8.4 Specific information required by Listing Rule 7.2, exception 13(b)

Pursuant to and in accordance with Listing Rule 7.2, exception 13(b), the following information is provided in relation to the New Plan:

(a) A summary of the material terms of the New Plan is in Schedule 2.
(b) As at the date of this Notice, no Equity Securities have been issued under the New Plan. However, the Company is proposing, subject to the receipt of prior Shareholder approval, to issue up to 36,750,000 Performance Rights to the Director (or their respective nominees), the subject of Resolution 7(a), (b) and (c).
(c) The Company adopted its Existing Plan as an exception to Listing Rule 7.1 under Listing Rule 7.2, exception 13(b) at its general meeting held on 11 October 2021. Since that date, the Company has issued the following Equity Securities under the Existing Plan:

Page 24

Date of issue	Type of Security	Number of Securities	Recipient
2 November 2021	Performance Rights	6,750,000	Directors

(d) The maximum number of Equity Securities proposed to be issued under the New Plan pursuant to Listing Rule 7.2, exception 13(b), following approval of Resolution 5 is 122,000,000 (subject to adjustment in the event of a reorganisation of capital and further subject to applicable laws and the Listing Rules). This number comprises approximately 10% of the Company's Equity Securities currently on issue.
(e) A voting exclusion statement is included in the Notice.

8.5 Additional information

Resolution 5 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 5.

9. Resolution 6 – Approval of potential termination benefits under the New Plan

9.1 General

The Corporations Act contains certain limitations concerning the payment of 'termination benefits' to persons who hold a 'managerial or executive office'. The Listing Rules also provides certain limitations on the payment of 'termination benefits' to officers of listed entities.

As is common with employee incentive schemes, the New Plan provides the Board with the discretion to, amongst other things, determine that some or all of the Equity Securities granted to a participant under the New Plan ( Plan Securities ) will not lapse in the event of that participant ceasing their engagement with the Company before such Plan Securities have vested. This 'accelerated vesting' of Plan Securities may constitute a 'termination benefit' prohibited under the Corporations Act, regardless of the value of such benefit, unless Shareholder approval is obtained.

As the Company is seeking an approval under Listing Rule 7.2, exception 13(b) at this Meeting (the subject of Resolution 5) to adopt the New Plan, the Board has resolved to seek Shareholder approval for the granting of such termination benefits in accordance with this Resolution.

If Resolution 6 is not passed, the Company will not be able to offer ‘termination benefits’ to persons who hold a ‘managerial or executive office’ pursuant to the terms of the New Plan unless Shareholder approval is obtained each and every time such termination benefit is proposed, in accordance with section 200E of the Corporations Act.

Page 25

9.2 Part 2D.2 of the Corporations Act

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a 'managerial or executive office' (as defined in the Corporations Act) if an exemption applies or if the benefit is approved by Shareholders in accordance with section 200E of the Corporations Act.

Subject to Shareholder approval of Resolution 5, Shareholder approval is sought for the purposes of Part 2D.2 of the Corporations Act to approve the giving of benefits under the New Plan to a person by the Company in connection with that person ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company (or subsidiary of the Company) on the terms and conditions in this Explanatory Memorandum.

Under the terms of the New Plan and subject to the Listing Rules and the Corporations Act, the Board possesses the discretion to vary the terms or conditions of the New Plan Securities. Notwithstanding the foregoing, without the consent of the participant in the New Plan, no amendment may be made to the terms of any granted Plan Security which reduces the rights of the participant in respect of that Plan Security, other than an amendment introduced primarily to comply with legislation, to correct any manifest error or mistake or to take into consideration possible adverse tax implications.

As a result of the above discretion, the Board has the power to determine that some or all of a participant's Plan Securities will not lapse in the event of the participant ceasing employment or office before the vesting of their Plan Securities.

The exercise of this discretion by the Board may constitute a 'benefit' for the purposes of section 200B of the Corporations Act. The Company is therefore seeking Shareholder approval for the exercise of the Board's discretion in respect of any current or future participant in the New Plan who holds:

(a) a managerial or executive office in, or is an officer of, the Company (or subsidiary of the Company) at the time of their leaving or at any time in the three years prior to their leaving; and
(b) Plan Securities at the time of their leaving.

9.3 Valuation of the termination benefits

Provided Shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

The value of the termination benefits that the Board may give under the New Plan cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of a particular benefit will depend on factors such as the Company's Share price at the time of vesting and the number of Plan Securities that will vest or otherwise be affected. The following additional factors may also affect the benefit's value:

(a) the participant's length of service and the status of the vesting conditions attaching to the relevant Plan Securities at the time the participant's employment or office ceases; and
(b) the number of unvested Plan Securities that the participant holds at the time they cease employment or office.

Page 26

In accordance with Listing Rule 10.19, the Company will ensure that no officer of the Company or any of its child entities will, or may be, entitled to termination benefits if the value of those benefits and the terminations benefits that are or may be payable to all officers together exceed 5% of the equity interests of the Company as set out in the latest accounts given to ASX under the Listing Rules.

9.4 Additional information

Resolution 6 is conditional on the passing of Resolution 5.

If Resolution 5 is not approved at the Meeting, Resolution 6 will not be put to the Meeting.

Resolution 6 is an ordinary resolution.

The Board declines to make a recommendation in relation to Resolution 6 due to their potential personal interests in the outcome of the Resolution.

10. Resolution 7 – Approval of issue of Performance Rights to Directors

10.1 General

The Company is proposing, subject to obtaining Shareholder approval, to issue up to a total of 36,750,000 Performance Rights ( Director Performance Rights ) to the Directors (or their respective nominees) under the New Plan as follows:

Director	Performance Rights(1)
George Bauk (Non-Executive Chairman)	12,250,000
Kristie Young (Non-Executive Director)	12,250,000
Phil Thick (Non-Executive Director)	12,250,000

1. The Performance Rights are subject to the terms and conditions in Schedule 3.

The Company is in an important stage of development with significant opportunities and challenges in both the near and long-term, and the proposed issue of the Director Performance Rights seeks to align the efforts of the Directors in seeking to achieve growth of the Share price and in the creation of Shareholder value. In addition, the Board also believes that incentivising with Performance Rights is a prudent means of conserving the Company's available cash reserves. The Board believes it is important to offer these Director Performance Rights to the Directors to continue to attract and maintain highly experienced and qualified Board members in a competitive market.

Resolution 7(a), (b) and (c) seeks Shareholder approval pursuant to Listing Rule 10.14 and sections 195(4) and 208 of the Corporations Act for the issue of the Director Performance Rights to the Directors (or their respective nominees) under the New Plan.

Page 27

10.2 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme without the approval of its Shareholders:

(a) a director of the entity (Listing Rule 10.14.1);
(b) an associate of a person referred to in Listing Rule 10.14.1 (Listing Rule 10.14.2); and
(c) a person whose relationship with the entity or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by Shareholders.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Performance Rights as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the Director Performance Rights to the Directors (or their respective nominees) will not be included in the Company's 15% annual placement capacity in Listing Rule 7.1 or the maximum permitted number of Equity Securities issued under Listing Rule 7.2, exception 13(b).

The effect of Shareholders passing Resolution 7(a), (b) and (c) will be to allow the Company to issue the Director Performance Rights to the Directors (or their respective nominees).

If Resolution 7(a), (b) and (c) are not passed, the Company will not be able to proceed with the issue of up to 36,750,000 Performance Right to the Directors (or their respective nominees) under the New Plan, and the Company will have to consider alternative commercial means to incentivise the Directors.

10.3 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Director Performance Rights:

(a) The Director Performance Rights will be issued under the New Plan to the Directors (or their respective nominees).
(b) The recipients of the Director Performance Rights fall into the category stipulated by Listing Rule 10.14.1 by virtue of being Directors of the Company.
(c) A maximum of 36,750,000 Director Performance Right will be issued to the Directors (or their respective nominees) in the proportions set out in Section 10.1 above.
(d) The current total annual remuneration package for the Directors as at the date of this Notice are set out below:

Director	Actual Year ended 30 June 2022	Estimated Year ended 30 June 2023
George Bauk (Non- Executive Chairman)	$109,735(1)	$396,511(2)
Kristie Young (Non- Executive Director)2	$408,788(3)	$306,374(4)

Page 28

Phil Thick ( Non- $304,241[(5)] $306,374[ (6)] Executive Director )[3]

1. Comprising base Directors’ fees of $82,192, superannuation of $8,219 and share-based payment of $19,324.

2. Comprising base Directors’ fees of $136,119, superannuation of $14,292 and share-based payments of $246,100 (being the value of proposed Director Performance Rights the subject of Resolution 7(a)).

3. Comprising base Directors’ fees of $54,795, superannuation of $5,479 and share-based payment of $348,514.

4. Comprising base Directors’ fees of $54,547, superannuation of $5,727 and share-based payments of $246,100 (being the value of proposed Director Performance Rights the subject of Resolution 7(b)).

5. Comprising base Directors’ fees of $54,795, superannuation of $5,479 and share-based payment of $243,967.

6. Comprising base Directors’ fees of $54,547, superannuation of $5,727 and share-based payments of $246,100 (being the value of proposed Director Performance Rights the subject of Resolution 7(c)).

(e) The Company has not issued any Equity Securities to the Directors under the New Plan.
(f) The Director Performance Rights will be issued on the terms and conditions set out in Schedule 3.
(g) The Board considers that Performance Rights with performance-based milestones, rather than Shares, are an appropriate form of incentive because they reward the Directors for achievement of sustained growth in the value of the Company. Additionally, the issue of Performance Rights instead of cash is a prudent means of rewarding and incentivising the Directors whilst conserving the Company's available cash reserves.
(h) Using a Monte Carlo simulation valuation model, an independent valuation of the Director Performance Rights is in Schedule 4.
(i) The Director Performance Rights will be issued to the Directors (or their respective nominees) as soon as practicable following the Meeting and in any event not later than three years after the Meeting.
(j) The Director Performance Rights will be issued for nil cash consideration and will be provided as an incentive component to the Directors’ remuneration packages.
(k) A summary of the material terms of the New Plan is in Schedule 2.
(l) No loan will be provided to the Directors in relation to the issue of the Director Performance Rights.
(m) Details of any securities issued under the New Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.
(n) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the New Plan after the resolution is approved and who were not named in the Notice will not participate until approval is

Page 29

obtained under Listing Rule 10.14.

(o) A voting exclusion statement is included in the Notice.

10.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

(a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The proposed issue of the Director Performance Rights constitutes giving a financial benefit to related parties of the Company.

Given the personal interests of all the Directors in the outcome of this Resolution, the Board is seeking Shareholder approval pursuant to Chapter 2E of the Corporations Act in respect of the issue of the Director Performance Rights. Notwithstanding that the issue of the Director Performance Rights is considered by the Board as reasonable remuneration and therefore falls within the exception stipulated by section 211 of the Corporations Act, the Board considers that there may be potential conflicts of interest should Shareholder approval not be sought.

10.5 Information required under Chapter 2E of the Corporations Act

Pursuant to and in accordance with section 219 of the Corporations Act, the following information is provided in relation to the proposed issue of the Director Performance Rights:

(a) Identity of the related parties to whom Resolution 7(a), (b) and (c) would permit financial benefits to be given

Refer to Section 10.3(a) above.

(b) Nature of the financial benefit

Resolution 7(a), (b) and (c) seeks Shareholder approval to allow the Company to issue the Director Performance Rights in the amounts specified in Section 10.1 to the Directors (or their respective nominees).

The Director Performance Rights are to be issued in accordance with the New Plan and otherwise on the terms and conditions as detailed in Section 10.3(f) above.

The Shares to be issued upon conversion of the Director Performance Rights will be fully paid ordinary Shares in the capital of the Company on the same terms and conditions as the Company's existing Shares and will rank equally in all respects with the Company's existing Shares. The Company will apply for official quotation of the Shares on ASX.

Page 30

(c) Board recommendations

Given the personal interests of all the Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders in relation to this Resolution.

(d) Valuation of financial benefit

Refer to Section 10.3(h) above.

(e) Remuneration of the Directors

Refer to Section 10.3(d) above.

(f) Existing relevant interest of the Directors

At the date of this Notice, the Directors hold the following relevant interests in Equity Securities of the Company:

Director	Shares	Options	Performance Rights
George Bauk (Non-Executive Chairman)	3,793,101	Nil	1,000,000(1)
Kristie Young (Non-Executive Director)	3,850,000	Nil	Nil
Phil Thick (Non-Executive Director)	2,613,462	769,231(3)	3,000,000(2)

1. The Performance Rights are subject to the terms and conditions set out in the Company’s notice of annual general meeting dated 19 November 2020 (annual general meeting held 18 December 2020).

2. The Performance Rights are subject to the terms and conditions set out in the Company’s notice of general meeting dated 8 September 2021 (general meeting held 11 October 2021).

3. The Options are subject to the terms and conditions set out in the Company’s notice of general meeting dated 21 September 2022 (general meeting held 19 October 2022).

Assuming that each of Resolution 7(a), (b) and (c) are approved by Shareholders, all of the Director Performance Rights are issued, vested and exercised into Shares, and no other Equity Securities are issued or exercised (including any other convertible securities held by the Directors as at the date of this Notice), the interests of each of the Directors in the Company would (based on the Share capital as at the date of this Notice) be as follows:

(i) George Bauk would hold approximately 1.28% of the Company's issued Share capital;
(ii) Kristie Young would hold approximately 1.28% of the Company's issued Share capital; and

Page 31

(iii) Phil Thick would hold approximately 1.18% of the Company's issued Share capital.

(g) Dilution

The issue of the Director Performance Rights will have a diluting effect on the percentage interest of existing Shareholders' holdings if the Director Performance Rights vest and are exercised. The potential dilution if all Director Performance Rights vest and are exercised into Shares is 2.92%. This figure assumes the current Share capital structure as at the date of this Notice and that no Shares are issued other than the Shares issued on exercise of the Director Performance Rights.

The exercise of all of the Director Performance Rights will result in a total dilution of all other Shareholders' holdings of 2.50% on a fully diluted basis (assuming that all other Equity Securities are exercised). The actual dilution will depend on the extent that additional Shares are issued by the Company.

(h) Trading history

The highest and lowest closing market sale prices of the Shares on ASX during the 12 months prior to the date of this Notice were:

Highest : $0.15 per Share on 10 November 2021 Lowest : $0.051 per Share on 30 June 2022, 20 October 2022 and 21 October 2022

The latest available closing market sale price of the Shares on ASX prior to the date of this Notice was $0.051 per Share on 21 October 2022.

(i)

Corporate governance

The Board notes that the grant of the Director Performance Rights to the NonExecutive Directors is in line with Recommendation 8.2 of the 4[th] Edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations and that the grant does not affect the independence of the NonExecutive Directors as there are no performance-based milestones attaching to those Director Performance Rights, other than share price performance.

(j)

Taxation consequences

The Board does not consider that there are any material taxation consequences for the Company arising from the issue of the Director Performance Rights (including fringe benefits tax).

(k) Other information

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 7(a), (b) and (c).

10.6 Additional information

Each of Resolution 7(a), (b) and (c) is an ordinary resolution.

Page 32

Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ or A$	means Australian Dollars.
Annual Report	means the Directors’ Report, the Financial Report, and Auditor’s Report,
	in respect to the year ended 30 June 2022.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
Auditor’s Report	means the auditor’s report contained in the Annual Report.
AWST	means Australian Western Standard Time, being the time in Perth,
	Western Australia.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Class Order	means ASIC Class Order 14/1000.
Company	means Lithium Australia Limited (ACN 126 129 413).
Corporations Act	means the_Corporations Act 2001_(Cth), as amended.
Director	means a director of the Company.
Director Performance	means the issue of up to 36,750,000 Performance Rights to the
Rights	Directors (or their respective nominees), the subject of Resolution 7(a),
	(b) and (c).
Directors' Report	means the annual directors' report prepared under Chapter 2M of the
	Corporations Act for the Company and its controlled entities.
Equity Security	has the same meaning as in the Listing Rules.
ESS	means employee share schemes.
Existing Plan	means the existing employee incentive plan of the Company.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Financial Report	means the financial report contained in the Annual Report.
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	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,

Page 33

or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules	means the listing rules of ASX.
Material Investor	means, in relation to the Company:
	(a) a related party;
	(b) Key Management Personnel;
	(c) a substantial Shareholder;
	(d) an advisor; or
	(e) an associate of the above,
	who received or will receive Securities in the Company which constitute
	more than 1% of the Company's anticipated capital structure at the time
	of issue.
Meeting	has the meaning given in the introductory paragraph of the Notice.
New Plan	means the proposed new Employee Securities Incentive Plan of the
	Company, the subject of Resolution 5.
New Regime	has the meaning in Section 8.1.
Notice	means this notice of annual general meeting.
Plan Securities	has the meaning in Section 9.1.
Proxy Form	means the proxy form attached to the Notice.
Remuneration Report	means the remuneration report contained in the Annual Report.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares, Options
	and/or Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
Strike	has the meaning in Section 4.1.
Supplier Shares	means the 240,047 Shares issued to Investing News Network Pty Ltd
	(or its nominees), the subject of Resolution 4.

Page 34

Schedule 2 Summary of terms and conditions of New Plan

The following is a summary of the material terms and conditions of the New Plan:

( Eligible Participant ): A person is eligible to participate in the New Plan ( Eligible Participant ) if they have been determined by the Board to be eligible to participate in the New Plan from time to time and are an “ESS participant” (as that term is defined in Division 1A) in relation to the Company or an associated entity of the Company.

This relevantly includes, amongst others:

(a) an employee or director of the Company or an individual who provides services to the Company;
(b) an employee or director of an associated entity of the Company or an individual who provides services to such an associated entity;
(c) a prospective person to whom paragraphs (a) or (b) apply;
(d) a person prescribed by the relevant regulations for such purposes; or
(e) certain related persons on behalf of the participants described in paragraphs (a) to (d) (inclusive).
( Maximum allocation ):
(a) The Company must not make an offer of Securities under the New Plan in respect of which monetary consideration is payable (either upfront, or on exercise of convertible securities) where:
- (i) the total number of Plan Shares (as defined in paragraph 13 below) that may be issued or acquired upon exercise of the convertible securities offered; plus
- (ii) the total number of Plan Shares issued or that may be issued as a result of offers made under the New Plan at any time during the previous 3 year period,

would exceed 5% of the total number of Shares on issue at the date of the offer or such other limit as may be specified by the relevant regulations or the Company’s Constitution from time to time.

( Purpose ): The purpose of the New Plan is to:
(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.
( Plan administration ): The New Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the New Plan rules in its sole and absolute discretion, subject to compliance with applicable laws and the Listing Rules. The Board may delegate its powers and discretion.
( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the New Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. An

Page 35

invitation issued under the New Plan will comply with the disclosure obligations pursuant to Division 1A.

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

A waiting period of at least 14 days will apply to acquisitions of Securities for monetary consideration as required by the provisions of Division 1A.

( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the successful applicant ( Participant ) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the New Plan rules and any ancillary documentation required.
( Terms of Convertible Securities ): Each ‘Convertible Security’ represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the New Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.
( Exercise of Convertible Securities and cashless exercise ): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

At the time of exercise of the Convertible Securities, and subject to Board approval, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the New Plan rules, or such earlier date as set out in the New Plan rules.

Page 36

( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the New Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the New Plan rules: any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.
( Salary Sacrifice ): The Board may, in its absolute discretion, invite a Participant to acquire Securities under the Plan in return for a reduction in the Participant’s pre-tax remuneration (exclusive of superannuation), provided that the maximum amount of pre-tax remuneration that a Participant may sacrifice is no greater than 30% of the annual pre-tax remuneration (exclusive of superannuation). With respect to executive directors, the maximum amount of pre-tax remuneration (exclusive of superannuation) that may be sacrificed shall be no greater than $90,000 in aggregate, with that amount to be divided amongst them in equal portions. Subdivision 83A-C of the Tax Act applies to offers made pursuant to this separate salary sacrifice provision of these Rules.
( Rights attaching to Plan Shares ): All Shares issued under the New Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the New Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
( Disposal restrictions on Securities ): If the invitation provides that any Plan Shares or Convertible Securities are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.
( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

Page 37

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.
( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the New Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the New Plan and determine that any amendments to the New Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the New Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

( Plan duration ): The New Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the New Plan for a fixed period or indefinitely, and may end any suspension. If the New Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

Page 38

Schedule 3 Terms and conditions of Director Performance Rights

The terms and conditions of the Director Performance Rights are as follows:

(a) ( Entitlement ): Subject to the terms and conditions set out below, each Performance Right entitles the holder on conversion to the issue of one fully paid ordinary share in the capital of the Company.
(b) ( Expiry Date ): Any Performance Rights that have not been converted by 5:00pm AWST on 30 November 2026 will immediately lapse ( Expiry Date ).
(c) ( Performance Period ): The performance period of the Performance Rights commences on the date of grant of the Performance Rights and ends at 5:00pm AWST on 30 November 2025 ( Performance Period ).

In the event of a Performance Condition being satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the holder by the Company informing them that the relevant Performance Right has vested. Unless and until the vesting notice is issued by the Company, a Performance Right will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Performance Rights are not satisfied and/or otherwise waived by the Board, that Performance Rights will lapse.

(d) ( Performance Conditions ): The performance conditions of the Performance Rights are as follows ( Performance Conditions ):
(i) Hurdle 1 – 2,000,000 of the Performance Rights are subject to satisfaction of Performance Condition 1, being the LIT share price being sustained at or above $0.10 VWAP over a consecutive 20-day period (trading days) during the Performance Period, and shall vest subject to the director remaining as an appointed director for 12 continuous months from the date of satisfaction of Performance Condition 1;
(ii) Hurdle 2 – 2,500,000 of the Performance Rights are subject to satisfaction of Performance Condition 2, being the LIT share price being sustained at or above $0.15 VWAP over a consecutive 20-day period (trading days) during the Performance Period, and shall vest subject to the director remaining as an appointed director for 12 continuous months from the date of satisfaction of Performance Condition 2;
(iii) Hurdle 3 – 3,250,000 of the Performance Rights are subject to satisfaction of Performance Condition 3, being the LIT share price being sustained at or above $0.20 VWAP over a consecutive 20-day period (trading days) during the Performance Period, and shall vest subject to the director remaining as an appointed director for 12 continuous months from the date of satisfaction of Performance Condition 3;
(iv) Hurdle 4 – 4,500,000 of the Performance Rights are subject to satisfaction of Performance Condition 4, being the LIT share price being sustained at or above $0.25 VWAP over a consecutive 20-day period (trading days) during the Performance Period, and shall vest subject to the director remaining as an appointed director for 12 continuous months from the date of satisfaction of Performance Condition 4;

whereby:

(v) each Performance Condition is available to be satisfied once only during the Performance Period;
(vi) each 20-day period (trading days) is available to be used to satisfy one Performance Condition at a time;

Page 39

(vii) satisfaction of the Performance Conditions that relate to share price performance are to be met in consecutive order of Hurdle 1, Hurdle 2, Hurdle 3, then Hurdle 4 (subsequent tranches available only once previous performance condition is first met); and
(viii) for avoidance of doubt, the Performance Condition must be satisfied completely within the Performance Period, and the service condition of remaining as an appointed director for 12 continuous months must be satisfied prior to the Expiry Date.
(e) ( Conversion ): To exercise a Performance Right, the holder must deliver a signed notice of exercise prior to the earlier of any date specified in the vesting notice and the expiry date of the Performance Right. More than one signed notice of exercise can be delivered by a holder in relation to a holding of from the date of a vesting notice until he earlier of any date specified in the vesting notice and the Expiry Date.
(f) ( Timing of Issue of Shares and Quotation of Shares on Exercise ): On conversion of the Performance Right, the Company will:
(i) issue, allocate or cause to be transferred to the holder the number of shares to which the holder is entitled;
(ii) if required, issue a substitute certificate for any remaining unexercised Performance Rights held by the holder;
(iii) if required and subject to paragraph (g), give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and
(iv) in the event the Company is admitted to the official list of ASX, do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules and subject to the expiry of any restriction period that applies to the Shares under the Corporations Act or the Listing Rules.
(g) ( Restrictions on Transfer of Shares ): If the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations, the Company must on or within 20 Business Days after the allotment date of any shares issued on conversion of Performance Rights, lodge a ‘cleansing prospectus’ with ASIC pursuant to section 708A(11) of the Corporations Act.
(h)
( Transfer ): The Performance Rights are not transferable.
(i) ( Quotation ): No application for quotation of the Performance Rights will be made by the Company.
(j) ( Voting Rights ): The Performance Rights do not confer on the holder an entitlement to vote at general meetings of the Company.
(k)
( Dividend Rights ): The Performance Rights do not entitle the holder to any dividends.
(l) ( Participation In Entitlements and Bonus Issues ): Subject to the rights under paragraphs (m) and (n) below, unless and until the applicable Performance Condition is achieved and the Performance Rights are converted into shares, the holder is not entitled to participate in any new issue of shares of the Company such as bonus issues and entitlement issues, as a result of their holding of the Performance Rights.
(m) ( Adjustment for Bonus Issue ):
(i) If shares are issued by the Company pro rata to the Company shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend

Page 40

reinvestment), the holder of the Performance Rights is entitled, upon exercise of the Performance Rights, to receive, in addition to the shares in respect of which the Performance Rights are exercised and without the payment of any further consideration, an allotment of as many additional shares as would have been issued to a Company shareholder who, on the date for determining entitlements under the bonus issue, held shares equal in number to the shares in respect of which the Performance Rights are exercised.

(ii) Additional shares to which the holder of the Performance Rights becomes so entitled will, as from the time shares are issued pursuant to the bonus issue and until those additional shares are allotted, be regarded as shares in respect of which the Performance Rights are exercised for the purposes of subsequent applications of paragraph (m)(i) above, and any adjustments which, after the time just mentioned, are made under paragraph (n) below to the number of shares, will also be made to the additional shares.
(n) ( No rights to return of capital ): The Performance Rights do not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
(o) ( Rights on winding up ): The Performance Rights do not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.
(p) ( Reorganisation of Capital ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each holder of Performance Rights will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.
(q) ( Lapse of Performance Rights ): The Performance Rights will lapse:
(i) upon Expiry Date, where they have failed to vest; or
(ii) in the event that the director resigns during the Performance Period:
- (A) any Performance Rights that have not vested will lapse immediately; and
- (B) any Performance Rights that have vested (and are subject to conversion) will be retained by the holder; or
(iii) in the event that the director ceases to be an appointed director for any other reason (other than misconduct) during the Performance Period:
- (A) any other Performance Rights that have not vested will lapse immediately, unless otherwise determined by the Board (which may include the determination that the holder retains the benefit of the Performance Condition being met after ceasing to be an appointed director, and waiving the vesting condition as regards to remaining as an appointed director for 12 continuous months from the date of satisfaction of the Performance Condition); and
- (B) any other Performance Rights that have vested (and are subject to conversion) will be retained by the holder.
(r) ( Change of Control ):
(i) If prior to the earlier of the conversion of the Performance Rights and the Expiry Date a Change in Control Event occurs, then each Performance Right will automatically and immediately convert into a share.
(ii) A " Change of Control Event " occurs when:

Page 41

(A) takeover bid: the occurrence of the offeror under a takeover offer in respect of all shares announcing that it has achieved acceptances in respect of more than 50.1% of shares and that takeover bid has become unconditional; or
(B) scheme of arrangement: the announcement by the Company that the Company’s shareholders have at a Court-convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all the Company securities are to be either cancelled transferred to a third party, and the Court, by order, approves the proposed scheme of arrangement.
(s) ( Amendments required by ASX ): The terms of the Performance Rights may be amended as considered necessary by the Company’s Board in order to comply with the Listing Rules, or any directions of ASX regarding the terms.
(t) ( New Plan ): The Performance Rights will be issued under and in accordance with the terms of the New Plan.

Page 42

Schedule 4 Valuation of Director Performance Rights

The terms of the Director Performance Rights proposed to be issued each Director are summarised as follows:

Director Performance Rights	Number of Performance Rights	Vesting conditions
Hurdle 1	2,000,000	Subject to the Company achieving a volume weighted average share price of at least $0.10 for 20 consecutive trading days
Hurdle 2	2,500,000	Subject to the Company achieving a volume weighted average share price of at least $0.15 for 20 consecutive trading days
Hurdle 3	3,250,000	Subject to the Company achieving a volume weighted average share price of at least $0.20 for 20 consecutive trading days
Hurdle 4	4,500,000	Subject to the Company achieving a volume weighted average share price of at least $0.25 for 20 consecutive trading days

Australian Accounting Standard 2 Share-based Payment (‘AASB 2’) states in paragraph 19 that vesting conditions, other than market conditions, shall not be taken into account when estimating the fair value of the shares or share performance rights at the measurement date. Instead, vesting conditions shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods or services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. On the other hand, paragraph 21 states that market conditions, such as a target share price upon which vesting (or exercisability) is conditioned, shall be taken into account when estimating the fair value of the equity instruments granted.

A summary of the valuation of the Directors Performance Rights is as follows:

Performance Rights	Target Price $	Vesting period	Value per Performance Right $	Number of Performance Rights	Total Value $
Hurdle 1	$0.10	3 years	$0.0295	2,000,000	$58,947
Hurdle 2	$0.15	3 years	$0.0236	2,500,000	$58,980
Hurdle 3	$0.20	3 years	$0.0191	3,250,000	$61,993
Hurdle 4	$0.25	3 years	$0.0147	4,500,000	$66,180
Total				12,250,000	$246,100

The valuation of the Director Performance Rights was performed using the Hoadleys Hybrid Model (a Monte Carlo simulation model) with implied share price targets for consecutive days that each performance rights are subject to, and on the basis of the inputs detailed in the attached schedule.

Page 43

Valuation of Director Performance Rights based on Monte Carlo valuation model

Hurdles	No. Rights	Grant Date	Share Price at Grant Date	Exercise Price	Vesting Conditions	Vesting Date and Expiry Date	Expiry Period (Years)	Performance Measurement Period	Share Price Target	Consecutive dates price must remain above target	Volatility	Continuously compounded RFR	Dividend Yield	Fair Value	Total Value
H1	2,000,000	13/10/2022	$0.053	0	Market vesting	30/11/2025	4	3	0.10	20	74%	3.57%	0%	0.0295	$58,947
H2	2,500,000	13/10/2022	$0.053	0	Market vesting	30/11/2025	4	3	0.15	20	74%	3.57%	0%	0.0236	$58,980
H3	3,250,000	13/10/2022	$0.053	0	Market vesting	30/11/2025	4	3	0.20	20	74%	3.57%	0%	0.0191	$61,993
H4	4,500,000	13/10/2022	$0.053	0	Market vesting	30/11/2025	4	3	0.25	20	74%	3.57%	0%	0.0147	$66,180
Total	12,250,000														$246,100

Page 44

LODGE YOUR PROXY APPOINTMENT ONLINE

==> picture [147 x 56] intentionally omitted <==

ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT

Lodge your proxy by scanning the QR code below, and enter your registered postcode.

It is a fast, convenient and a secure way to lodge your vote.

ANNUAL GENERAL MEETING PROXY FORM

	ANNUAL GENERAL MEETING PROXY FORM	ANNUAL GENERAL MEETING PROXY FORM
		I/We being shareholder(s) of Lithium Australia Limited and entitled to attend and vote hereby:
STEP 1		APPOINT A PROXY
		The Chair of the Meeting OR PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy.
		or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act
		generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the
		extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be heldat Level 1, 677 Murray Street West Perth WA
		6005 on 29 November 2022 at 11:00am (AWST)and at any adjournment or postponement of that Meeting.
		Chair’s voting intentions in relation to undirected proxies:The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional
		circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately
		disclosing the reasons for the change.
		Chair authorised to exercise undirected proxies on remuneration related resolutions:Where I/we have appointed the Chair of the Meeting as my/our
		proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6, 7(a), 7(b) & 7(c)
		(except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the
		remuneration of a member(s) of key management personnel, which includes the Chair.
STEP 2		VOTING DIRECTIONS
		Resolutions For Against Abstain*
		1 Remuneration Report ◼ ◼ ◼
		2 Re-election of Director - Kristie Young ◼ ◼ ◼
		3 Approval of 10% Placement Facility ◼ ◼ ◼
		4 Ratification of issue of Supplier Shares ◼ ◼ ◼
		5 Approval of New Plan ◼ ◼ ◼
		6 Approval of potential termination benefits under the New Plan ◼ ◼ ◼
		7(a) Approval of issue of Performance Rights to Directors - George Bauk ◼ ◼ ◼
		7(b) Approval of issue of Performance Rights to Directors - Kristie Young ◼ ◼ ◼
		7(c) Approval of issue of Performance Rights to Directors - Phil Thick ◼ ◼ ◼

	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. 
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)

3	Sole Director and Sole CompanySecretary Director/CompanySecretary (Delete one) Director
STEP	This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of
	attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed
	in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

CORPORATE REPRESENTATIVES

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

DEFAULT TO THE CHAIR OF THE MEETING

Where the holding is in more than one name, all of the security holders should sign.

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

VOTING DIRECTIONS – PROXY APPOINTMENT

Companies:

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

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 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.

opposite each resolution of business. All your shares will be voted in Secretary, this form must be signed by that person. If the company (pursuant accordance with such a direction unless you indicate only a portion of voting to section 204A of the Corporations Act 2001) does not have a Company rights are to be voted on any resolution by inserting the percentage or number Secretary, a Sole Director can sign alone. Otherwise this form must be signed of shares you wish to vote in the appropriate box or boxes. If you do not mark by a Director jointly with either another Director or a Company Secretary. any of the boxes on a given resolution, your proxy may vote as they choose to Please sign in the appropriate place to indicate the office held. the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid. LODGE YOUR PROXY FORM PROXY VOTING BY KEY MANAGEMENT PERSONNEL This Proxy Form (and any power of attorney under which it is If you wish to appoint a Director (other than the Chair) or other member of the signed) must be received at an address given below by 11:00am Company’s key management personnel, or their closely related parties, as your (AWST) on 27 November 2022, being not later than 48 hours before proxy, you must specify how they should vote on Resolutions 1, 5, 6, 7(a), 7(b) the commencement of the Meeting. Proxy Forms received after & 7(c), by marking the appropriate box. If you do not, your proxy will not be that time will not be valid for the scheduled Meeting. able to exercise your vote for Resolutions 1, 5, 6, 7(a), 7(b) & 7(c). PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed ONLINE PROXY APPOINTMENT by default) but do not direct them how to vote on a resolution (that is, you do www.advancedshare.com.au/investor-login not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution. BY MAIL APPOINTMENT OF A SECOND PROXY Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or You are entitled to appoint up to two persons as proxies to attend the Meeting PO Box 1156, Nedlands WA 6909 and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you BY FAX may copy this form and return them both together. +61 8 6370 4203 To appoint a second proxy you must: (a) on each Proxy Form state the percentage of your voting rights or number BY EMAIL of shares applicable to that form. If the appointments do not specify the [email protected] percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and IN PERSON Advanced Share Registry Limited (b) return both forms together. 110 Stirling Hwy, Nedlands WA 6009 COMPLIANCE WITH LISTING RULE 14.11 ALL ENQUIRIES TO In accordance to Listing Rule 14.11, if you hold shares on behalf of another Telephone: +61 8 9389 8033

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.

AI assistant

LIVIUM LTD — AGM Information 2022

65239_rns_2022-10-27_d2c81de1-1618-4f6c-9ca7-13ccd1e3113d.pdf

Notice of Annual General Meeting

Stuart Tarrant

George Bauk

Forward-looking statements

About Lithium Australia

28 October 2022

LITHIUM AUSTRALIA LIMITED – ANNUAL GENERAL MEETING

Lithium Australia Limited ACN 126 129 413

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held as follows:

Lithium Australia Limited ACN 126 129 413 (Company)

Notice of Annual General Meeting

Agenda

1 Annual Report

2 Resolutions

Resolution 1 – Remuneration Report

Resolution 2 – Re-election of Director - Kristie Young

Resolution 3 – Approval of 10% Placement Facility

Resolution 4 – Ratification of issue of Supplier Shares

Resolution 5 – Approval of New Plan

Resolution 6 – Approval of potential termination benefits under the New Plan

Resolution 7 – Approval of issue of Performance Rights to Directors

Voting prohibitions

Voting exclusions

BY ORDER OF THE BOARD

Lithium Australia Limited ACN 126 129 413

Explanatory Memorandum

1. Introduction

2. Action to be taken by Shareholders

Voting in person

2.2

Voting by proxy

2.3

Chair's voting intentions

2.4

Submitting questions

3. Annual Report

4. Resolution 1 – Remuneration Report

General

4.2 Additional information

5. Resolution 2 – Re-election of Director - Kristie Young

5.1

General

5.2

Kristie Young

5.3

Board recommendation

5.4 Additional information

6. Resolution 3 – Approval of 10% Placement Facility

6.1

General

6.2 Listing Rule 7.1A

(a) Is the Company an eligible entity?

(b) What Equity Securities can be issued?

(c) How many Equity Securities can be issued?

(A x D) – E

(d)

What is the interaction with Listing Rule 7.1?

At what price can the Equity Securities be issued?

(f)

When can Equity Securities be issued?

( 10% Placement Period ).

(g) What is the effect of Resolution 3?

6.3 Specific information required by Listing Rule 7.3A

(a) Final date for issue

(b) Minimum issue price

(c) Purposes of issues under the 10% Placement Facility

(d) Risk of economic and voting dilution

Notes:

Allocation policy

(f)

Issues in the past 12 months

6.4 Additional information

7. Resolution 4 – Ratification of issue of Supplier Shares

7.1

General

7.2

LIVIUM LTD AGM Information 2022