MEC RESOURCES LIMITED - Proxy Solicitation & Information Statement 2020

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1[st] September 2020

Dear Shareholder

MEC RESOURCES – IMPORTANT SHAREHOLDER INFORMATION

MEC Resources Limited (ASX: MMR) ( MEC or the Company ) is scheduled to hold a General Meeting on Tuesday, 6 October 2020 at 3.00 pm AEDT ( General Meeting ).

As you will be aware, three of MEC’s shareholders have requisitioned a general meeting of the Company to remove a number of directors and appoint their own nominees to the Board of MEC. We strongly consider it is in the best interests of MEC and all of its shareholders to VOTE AGAINST the resolutions at the General Meeting. Refer to the Notice of General Meeting for our reasons for shareholders to vote against all of the resolutions at the General Meeting.

The Company is closely monitoring the impact of the COVID-19 virus in Australia. The General Meeting will be held virtually. There will not be a physical meeting where shareholders can attend in person . In accordance with the temporary modifications to the Corporations Act 2001 (Cth) under the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020, the Company is not sending hard copies of the Notice of Meeting to shareholders. The Notice of Meeting can be viewed and downloaded from the ASX platform https://www.asx.com.au/asx/share-priceresearch/company/MMR.

Enclosed with this letter is a green and white Proxy Form. We encourage shareholders to read carefully and entirely the Notice of Meeting and to vote by completing the appropriate proxy form and sending it back. This can be sent back via post, fax or email. Please read the “How to Vote” information overleaf which explains how to make sure your vote counts. Shareholders will also be able to vote on each resolution via online polling during the General Meeting.

The General Meeting will be accessible to all Shareholders via the online meeting platform, which will allow Shareholders to listen to and observe the General Meeting. If you wish to attend the virtual General Meeting, please click on the link below:

https://web.lumiagm.com/

A unique holding ID to access the virtual platform will be provided to shareholders.

Shareholders are asked to submit questions that relate to the formal items of business in the Notice of Meeting in advance of the General Meeting to the Company. Questions must be submitted by emailing [email protected] by no later than Sunday, 4 October 2020. The Chairman will attempt to respond to the questions during the General Meeting. Shareholders are limited to a maximum of two questions each per resolution.

A majority of the Directors of MEC recommend that Shareholders vote AGAINST All of the Resolutions at the General Meeting

This General Meeting is an important decision that will shape the future of your investment in MEC. The result of the General Meeting could trigger an irreversible change to MEC’s strategy.

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You are invited to contact the Company on +61 484 076 462 if you wish to discuss further or require additional information.

We thank you for your ongoing support.

This announcement has been approved by the Board of MEC.

Signed by and for and on behalf of Messrs Stephen Harrison and Anthony Hamilton:

Andrew Bald Non-Executive Director

HOW TO VOTE

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A majority of the Directors of MEC recommend that Shareholders vote AGAINST the resolutions at the General Meeting

Voting at the General Meeting can be done via ONE of the following methods. All instructions are provided on the proxy forms included in this pack.

1. Sign, date, and return a proxy form

Use the Green pre-filled proxy form to vote as recommended by the majority of the directors. (If you wish to vote other than as recommended by the majority of the directors, follow the instructions on the white blank proxy form)
Submit EITHER a green OR a white proxy form – DO NOT submit both
In accordance with the instructions on the proxy return, return your completed form AS SOON AS POSSIBLE by either using the enclosed Reply Paid Envelope or :
By Fax + 61 2 9290 9655

Boardroom Pty Limited  By Mail GPO Box 3993, Sydney NSW 2001 Australia Boardroom Pty Limited  In Person Level 12, 225 George Street, Sydney NSW 2000 Australia

Email: [email protected]

YOUR PROXY FORM MUST BE RETURNED BY 3.00pm AEDT ON SUNDAY, 4 OCTOBER 2020

How to use the proxy form:

STEP 1:

Leave blank to have the Chairman of the meeting cast your vote, or fill in the name of your proxy.

STEP 2:

These boxes will already be marked as recommended by your Board on the green pre-filled proxy form and you do not need to fill in this section. If using the white proxy form, mark these boxes how you want to vote on the resolutions.

STEP 3:

Sign and date the proxy form. Please ensure ALL relevant shareholders sign the form. Signing instructions are found on the front of the form

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All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655
Online: www.boardroomlimited.com.au
By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

Email: [email protected]

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective this proxy form must be received before 3:00pm AEDT on Sunday 4 October 2020.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

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

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

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

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

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

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 3:00pm AEDT on Sunday 4 October 2020 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia Email: [email protected]

Attending the Meeting

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

MEC Resources Limited

ABN 113 900 020

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

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

X

the Chair of the Meeting (mark box)

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held Virtually on Tuesday, 6 October, 2020 at 3pm AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies AGAINST each of the items of business.

STEP 2 VOTING DIRECTIONS

STEP 2 VOTING DIRECTIONS	STEP 2 VOTING DIRECTIONS	STEP 2 VOTING DIRECTIONS
	* If you mark the Abstain box for a particular item, you are directing your proxy not to be counted in calculatingthe required majorityif apoll is called.	vote on your behalf on a show of hands or on a poll and your vote will not
	*RECOMMENDATION* A majority of the MEC Resources’ Board recommends that you vote resolutions. Resolution 1 Removal of Mr Andrew Bald as Director Resolution 2 Removal of Mr Stephen Harrison as Director Resolution 3 Removal of Mr Anthony Hamilton as Director Resolution 4 Removal of other Directors Resolution 5 Election of Mr Roderick Corps as Director Resolution 6 Election of Mr Andrew Jones as Director Resolution 7 Election of Mr Andrew Coloretti as Director	AGAINST all seven Against For Abstain Against For Abstain** X X X X X X X X

The Chairman of the meeting intends to vote undirected proxies AGAINST each item of business

The cost of providing this proxy form was borne by Directors Bald, Harrison and Hamilton out of their personal funds. It you do not support these Directors, you should not use this form.

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2020

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All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

Email: [email protected]

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective this proxy form must be received before 3:00pm AEDT on Sunday 4 October 2020.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

Appointment of a Second Proxy

To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

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

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

STEP 4 LODGEMENT

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

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Proxy which is a Body Corporate

By Fax + 61 2 9290 9655
By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia
In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia
Email: [email protected]

Attending the Meeting

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

MEC Resources Limited ABN 113 900 020

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

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

the Chair of the Meeting (mark box)

The Chair of the Meeting intends to vote undirected proxies AGAINST each of the items of business.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

RECOMMENDATION

A majority of the MEC Resources’ Board recommends that you vote AGAINST all seven resolutions.

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Against For Abstain
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Resolution 1 Removal of Mr Andrew Bald as Director

Resolution 2 Removal of Mr Stephen Harrison as Director

Resolution 3 Removal of Mr Anthony Hamilton as Director

Resolution 4 Removal of other Directors Resolution 5 Election of Mr Roderick Corps as Director

Resolution 6 Election of Mr Andrew Jones as Director

Resolution 7 Election of Mr Andrew Coloretti as Director

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AI assistant

MEC RESOURCES LIMITED — Proxy Solicitation & Information Statement 2020

65353_rns_2020-08-31_4ff9c7d1-c1d1-46b4-b759-88ad61e8a05a.pdf

MEC RESOURCES – IMPORTANT SHAREHOLDER INFORMATION

A majority of the Directors of MEC recommend that Shareholders vote AGAINST All of the Resolutions at the General Meeting

A majority of the Directors of MEC recommend that Shareholders vote AGAINST the resolutions at the General Meeting

1. Sign, date, and return a proxy form

YOUR PROXY FORM MUST BE RETURNED BY 3.00pm AEDT ON SUNDAY, 4 OCTOBER 2020

How to use the proxy form:

STEP 1:

STEP 2:

STEP 3:

All Correspondence to:

YOUR VOTE IS IMPORTANT

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Proxy which is a Body Corporate

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

Attending the Meeting

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

X

STEP 2 VOTING DIRECTIONS

The Chairman of the meeting intends to vote undirected proxies AGAINST each item of business

STEP 3 SIGNATURE OF SECURITYHOLDERS

All Correspondence to:

YOUR VOTE IS IMPORTANT

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Proxy which is a Body Corporate

Attending the Meeting

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

RECOMMENDATION

The Chairman of the meeting intends to vote undirected proxies AGAINST each item of business.

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

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MEC RESOURCES LIMITED Proxy Solicitation & Information Statement 2020