MINDAX LIMITED - AGM Information 2023

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18 October 2023

MINDAX LIMITED – ANNUAL GENERAL MEETING

Dear Shareholder

I am pleased to invite you to attend the annual general meeting of Mindax Limited ( Mindax or the Company ), which will be held at 2:00pm (AWST) on Thursday,16 November 2023 ( Meeting ) at Level 13, 26 St Georges Terrace, Perth WA 6000.

In accordance with the Corporations Act 2001 (Cth), the Notice of Meeting and the accompanying Explanatory Statement are being made available to shareholders electronically. The Mindax Notice of Meeting is available for you to view and download on the Company’s website at http://mindax.com.au/investor-relations/asx-announcements or from the ASX announcements website (www.asx.com.au) using the ASX code: MDX.

Shareholders will be able to participate in person at the Meeting venue or view a live webcast of - - the Meeting (webcast link: https://www.advancedshare.com.au/Dashboard/Meeting Casting Control?meetingid=MDX0016).

Your participation in the Meeting is important to us. If you are unable to attend the Meeting at the scheduled time, you can participate in the Meeting by lodging a proxy vote. As voting on all resolutions at the Meeting will be conducted by poll, your lodged proxy vote will be included in the vote on each resolution.

Shareholders can either lodge the proxy appointment online at www.advancedshare.com.au/investor-login or sign and return the proxy form to the Company’s share registry, Advanced Share Registry, no later than Tuesday, 14 November 2023 at 2:00pm

Mindax is committed to promoting positive environmental outcomes, so we encourage all shareholders to provide an email address to receive their communications electronically. This ensures we are providing you with the information you need in the fastest, most cost-effective manner possible, while also significantly reducing our environmental impact.

You can make an election as to whether you would like to receive certain documents, including annual reports and documents related to shareholder meetings (for example, notices of meeting and proxy/voting forms), as follows:

You can make a standing election to receive the documents in physical or electronic form; 2. You can make a one-off request to receive a document in physical or electronic form; or
You can elect not to receive certain documents such as annual reports.
To provide your preferences online: www.advancedshare.com.au/Dashboard/Company Communication-Update?Conum=773 and follow the prompts to update your information, add your email address and update your ‘Communications’ preferences.

For a detailed overview of Mindax’s performance and operations for the year ended 30 June 2023, I encourage you to read the 2023 Annual Report prior to the Meeting. The 2023 Annual Report can be found on the Mindax website .at www.mindax.com.au

If you are unable to access the meeting materials online, please call the Company Secretary on +61 8 9389 2111.

For and on behalf of the Board,

Dennis Wilkins Company Secretary

MINDAX LIMITED

www.mindax.com.au

MINDAX LIMITED ACN 106 866 442

NOTICE OF ANNUAL GENERAL MEETING

TIME : 2:00 pm (AWST) DATE : 16 November 2023 PLACE : Level 13 26 St Georges Terrace Perth WA 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9389 2111.

Mindax Limited – Annual General Meeting 16 November 2023

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 2:00 pm (AWST) on Thursday,16 November 2023 at:

Level 13, 26 St Georges Terrace, Perth WA 6000.

Shareholders are welcome to participate in person at the Meeting. Registration for the meeting will be available from 1:30 pm (AWST). The Meeting will also be broadcast live via webcast to give Shareholders the opportunity to observe the meeting proceedings. To watch the webcast, please use the webcast link set out below.

Webcast Link: https://www.advancedshare.com.au/Dashboard/Meeting-CastingControl?meetingid=MDX0016

Shareholders will be able to ask questions of the Directors and auditor through the processes outlined in this Notice and on the Company’s website www.mindax.com.au. Shareholders are asked to submit questions as soon as possible, and preferably by 4:00 pm (AWST), 14 November 2023.

Capitalised terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

Your vote is important

The business of the Meeting affects your Shareholding, and your vote is important. Voting on each item of business will be conducted by poll. The Board encourages all Shareholders to vote at the Meeting or lodge a Proxy Form prior to the deadline. Information on how to lodge a proxy is set out on the Proxy Form and below.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00 pm (AWST) on 14 November 2023.

Voting during the Meeting

If you hold Shares in the Company, you will be able to vote on the Resolutions during the Meeting. Voting on each item of business will be by poll. However, the Directors are strongly encouraging Shareholders to lodge their Proxy Form in accordance with the instructions below to assist in the orderly conduct of the Meeting.

Voting by proxy

To vote by proxy, please complete and sign the enclosed personalised Proxy Form and return by no later than 2:00 pm (AWST) on 14 November 2023:

by lodging your Proxy Form online at www.advancedshare.com.au/investor-login ; or
by emailing your Proxy Form to [email protected]; or
by posting your completed Proxy Form to Advanced Share Registry Ltd, PO Box 1156, Nedlands WA 6909; or
by delivering your completed Proxy Form by fax to Advanced Share Registry Ltd at +61 8 6370 4203; or
by delivering your completed Proxy Form by hand to Advanced Share Registry Ltd at 110 Stirling Highway Nedlands WA 6009.

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

Mindax Limited – Annual General Meeting 16 November 2023

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

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is 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. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Chair as proxy

If you appoint the Chair of the Meeting as your proxy (or the Chair becomes your proxy by default) and you do not direct your proxy how to vote on the proposed Resolutions set out in this Notice, then you will be authorising the Chair to vote as he decides on the proposed resolutions (even if the resolution is connected with the remuneration of a member of the Company's KMP). Where permitted, the Chair intends to vote (where appropriately authorised) as proxy in favour of each Resolution.

If you appoint the Chair as your proxy and wish to direct the Chair how to vote, you can do so by marking the boxes for the relevant Resolution (i.e., by directing him to vote "For", "Against" or "Abstain").

If you appoint a member of the KMP (other than the Chair) or any closely related party of a member of KMP as your proxy, you must direct that person how to vote on Resolution 1 if you want your Shares to be voted on those Resolutions. If you appoint a member of KMP (other than the Chair) or any closely related party of a member of KMP and you do not direct them how to vote on Resolution 1, such a person will not cast your votes on that Resolution and your votes will not be counted in calculating the required majority for the poll on that Resolution.

Corporate representatives

A body corporate who is a Shareholder or proxy must appoint an individual as its corporate representative if it wishes to attend and vote at the Meeting. If you are a corporate representative, you will need to provide evidence of your appointment as a corporate representative with the share registry prior to the Meeting or have previously provided the Company with evidence of your appointment.

Powers of attorney

If you appoint an attorney to attend and vote at the Meeting on your behalf, the power of attorney (or a certified copy) must be received by the share registry by 2.00 pm (AWST) on 14 November 2023, unless the power of attorney has previously been lodged with the share registry.

Shareholder questions

Shareholders will be able to ask questions relevant to the business of the Meeting at the Meeting.

Shareholders who are unable to attend the Meeting or wish to submit questions prior to the Meeting may submit written questions by emailing the Company Secretary at [email protected]. Questions must be received by 5:00 pm (AWST), 14 November 2023. The more frequently raised Shareholder issues will be addressed by the Chair during the course of the Meeting. While there will be an allotted time for questions, the Board will endeavour to respond to as many Shareholder questions as possible. However, there may still not be sufficient time available at the Meeting to address all the questions raised. Please note that individual responses will not be sent to Shareholders.

Mindax Limited – Annual General Meeting 16 November 2023

BUSINESS OF THE MEETING

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Financial Report, together with the Directors’ Report and Auditor’s Report for the financial year ended 30 June 2023.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“ That, for the purpose of section 250R(2) of the Corporations Act, the Remuneration Report, which forms part of the Directors’ Report for the financial year ended 30 June 2023, be adopted.”

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

Voting Prohibition : The Company will disregard any votes cast on Resolution 1:

by or on behalf of a member of the KMP whose remuneration details are included in the Remuneration Report for the year ended 30 June 2023 or a Closely Related Party of any such member of the KMP (regardless of the capacity in which the vote is cast); or
as a proxy by a person who is a member of the KMP at the time of the Meeting, or by a Closely Related Party of any such member of the KMP,

unless the vote is cast as proxy for a person entitled to vote on Resolution 1 and:

the vote is cast in accordance with a direction on the Proxy Form specifying how the proxy is to vote on the Resolution; or
the vote is cast by the Chair and the Proxy Form expressly authorises the Chair to exercise the proxy and vote as the Chair decides even though the Resolution is connected directly or indirectly with the remuneration of members of the KMP.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR BIAOZHUN ZHU

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

“ That, for the purpose of clause 13.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Biaozhun Zhu, who retires by rotation in accordance with the constitution and Listing Rules, having offered himself for re-election, is re-elected a Director of the Company. ”

RESOLUTION 3 – RATIFICATION OF ISSUE OF SHARES

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

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 33,200,000 Shares to non-related parties, for the purposes and on the terms set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue, or is a counterparty to the agreement being approved, and any of their Associates.

However, this does not apply to a vote cast in favour of a Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(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 in accordance with the directions given by the beneficiary to the holder to vote in that way.

Mindax Limited – Annual General Meeting 16 November 2023

RESOLUTION 4 – RATIFICATION OF ISSUE OF SHARES

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

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 1,660,000 Shares to non-related parties, for the purposes and on the terms set out in the Explanatory Statement.”

However, this does not apply to a vote cast in favour of a Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(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 in accordance with the directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 5 – RATIFICATION OF ISSUE OF SHARES

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

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 50,000,000 Shares to non-related parties, for the purposes and on the terms set out in the Explanatory Statement.”

However, this does not apply to a vote cast in favour of a Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(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 in accordance with the directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 6 – RATIFICATION OF ISSUE OF SHARES

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

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 2,500,000 Shares to non-related parties, for the purposes and on the terms set out in the Explanatory Statement.”

However, this does not apply to a vote cast in favour of a Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(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

Mindax Limited – Annual General Meeting 16 November 2023

(ii) the holder votes in accordance with the directions given by the beneficiary to the holder to vote in that way.

Dated: 3 October 2023

By order of the Board

DENNIS WILKINS COMPANY SECRETARY

Mindax Limited – Annual General Meeting 16 November 2023

EXPLANATORY STATEMENT

This Explanatory Statement forms part of the Notice of Meeting and has been prepared to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice of Meeting.

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

Forward looking statements

Certain statements in this Explanatory Statement relate to the future. These statements reflect views only as of the date of this Explanatory Statement. While the Company believes that the expectations reflected in the forward looking statements are reasonable, neither the Company nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Explanatory Statement will actually occur.

Disclaimers

No person is authorised to give any information or make any representation in connection with the Resolutions that is not contained in this Explanatory Statement. Any information or representation not contained in this Explanatory Statement may not be relied on as having been authorised by the Company or the Board in connection with the Resolutions.

Responsibility for information

The information contained in this Explanatory Statement has been prepared by the Company and is the responsibility of the Company.

FINANCIAL STATEMENTS AND REPORTS

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 2023.

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

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

(a) discuss the Annual Report, which is available online from the Company’s website www.mindax.com.au ;
(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, accounting policies adopted by the Company in relation to the preparation of the financial statements, and the independence of the auditor in relation to the conduct of the audit.

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 content of the Auditor’s Report; or
(b) the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary (phone +61 8 9389 2111 or email [email protected]).

Mindax Limited – Annual General Meeting 16 November 2023

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

Section 250R(2) of the Corporations Act requires the Company to put a resolution to Shareholders that the remuneration report be adopted. The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the outcome of the vote and discussion will be considered by the Company’s Remuneration and Nomination Committee when evaluating the remuneration arrangements of the Company in the future.

The Remuneration Report of the Company for the period ended 30 June 2023 is set out in the Company’s Annual Report. This report includes information about the principles used to determine the nature and amount of remuneration and sets out the remuneration arrangements for each Director and member of the KMP.

As set out in the Remuneration Report, in determining executive remuneration, the Board aims to ensure that remuneration practices:

(a) are competitive and reasonable, enabling the Company to attract and retain key talent while building a diverse, sustainable and high achieving workforce;
(b) are aligned to the Company’s strategic and business objectives and the creation of Shareholder value;
(c) promote a high performance culture recognising that leadership at all levels is a critical element in this regard;
(d) are transparent; and
(e) are acceptable to Shareholders.

Further details regarding the Company’s remuneration policy and structure as to executive and non-executive remuneration are set out in the Annual Report.

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

1.2 Directors’ recommendation

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Directors recommend that Shareholders vote in favour of Resolution 1.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR BIAOZHUN ZHU

2.1 General

Mr Biaozhun Zhu was appointed as a non-executive Director on 8 April 2020. The Board considers Mr Zhu to be an independent Director.

In accordance with Listing Rule 14.4, no director of the Company may hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever period is longer. The Company’s Constitution also requires that one third of the Directors (other than the managing director, if any) retire from office at each AGM (rounded up).

These requirements for a director to retire do not apply to a managing director, if any. The Company currently has three Directors and, accordingly, one must retire.

Mr Biaozhun Zhu will retire by rotation at this Meeting and, being eligible, offers himself for re-election. Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

Information on the skills and experience of Mr Biaozhun Zhu is set out in the Annual Report of the Company for the financial year ended 30 June 2023.

Mindax Limited – Annual General Meeting 16 November 2023

2.2 Directors’ recommendation

Based on the information available, including the information contained in this Explanatory Statement and in annual report, all of the Directors consider that Resolution 2 is in the best interests of the Company, as Mr Zhu has a wealth of experience and expertise which is valuable to the Company. All the Directors, except Mr Zhu, recommend that Shareholders vote in favour of Resolution 2.

3. RESOLUTIONS 3 TO 6 - RATIFICATION OF ISSUE OF SHARES

3.1 General

The Company issued the following Shares in accordance with Listing Rule 7.1:

Issue Date	Number of Shares	Issue Price
24 February 2023	33,200,000	$0.050
24 February 2023	1,660,000	$0.050
19 April 2023	50,000,000	$0.050
28 April 2023	2,500,000	$0.050

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 issues of the Shares do not fit within any of these exceptions and, as they have not yet been approved by Shareholders, they effectively use up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 for the 12-month periods following the respective Shares issue dates.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolutions 3 to 6 seek Shareholder approval to the issue of the Shares under and for the purposes of Listing Rule 7.4.

If Resolutions 3 to 6 are passed, the 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 periods following the respective Share issue dates.

If Resolutions 3 to 6 are not passed, the Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month periods following the respective Share issue dates.

Resolutions 3 to 6 are ordinary resolutions, each requiring to be passed by a simple majority of votes cast by the Shareholders entitled to vote on the Resolution.

Mindax Limited – Annual General Meeting 16 November 2023

3.2 Resolution 3 - Information required by Listing Rule 7.5

In accordance with the requirements of Listing Rule 7.5, the following information is provided for Resolution 3.

(a) The Shares were allotted and issued to Meilian Zeng who is not a related party of the Company.
(b) 33,200,000 Shares were allotted and issued by the Company pursuant to Listing Rule 7.1, being fully paid ordinary shares which rank equally with all other Shares on issue.
(c) The Company issued 33,200,000 Shares on 24 February 2023.
(d) The Shares were issued at an issue price of $0.050 per Share.
(e) The purpose of the issue was to raise funds for working capital purposes.
(f) A voting exclusion statement is included in the Notice.

3.3 Resolution 4 - Information required by Listing Rule 7.5

In accordance with the requirements of Listing Rule 7.5, the following information is provided for Resolution 4.

(a) The Shares were allotted and issued to Zelong Zeng who is not a related party of the Company.
(b) 1,660,000 Shares were allotted and issued by the Company pursuant to Listing Rule 7.1, being fully paid ordinary shares which rank equally with all other Shares on issue.
(c) The Company issued 1,660,000 Shares on 24 February 2023.
(d) The Shares were issued at an issue price of $0.050 per Share.
(e) The purpose of the issue was in satisfaction of a fee for consulting services. As such, no funds were raised from the issue.
(f) A voting exclusion statement is included in the Notice.

3.4 Resolution 5 - Information required by Listing Rule 7.5

In accordance with the requirements of Listing Rule 7.5, the following information is provided for Resolution 5.

(a) The Shares were allotted and issued to Meilian Zeng who is not a related party of the Company.
(b) 50,000,000 Shares were allotted and issued by the Company pursuant to Listing Rule 7.1, being fully paid ordinary shares which rank equally with all other Shares on issue.
(c) The Company issued 50,000,000 Shares on 19 April 2023.
(d) The Shares were issued at a deemed issue price of $0.050 per Share.
(e) The purpose of the issue was to raise funds for working capital purposes.
(f) A voting exclusion statement is included in the Notice.

3.5 Resolution 6 - Information required by Listing Rule 7.5

In accordance with the requirements of Listing Rule 7.5, the following information is provided for Resolution 6.

(a) The Shares were allotted and issued to Zelong Zeng who is not a related party of the Company.
(b) 2,500,000 Shares were allotted and issued by the Company pursuant to Listing Rule 7.1, being fully paid ordinary shares which rank equally with all other Shares on issue.
(c) The Company issued 2,500,000 Shares on 28 April 2023.
(d) The Shares were issued at an issue price of $0.050 per Share.

Mindax Limited – Annual General Meeting 16 November 2023

(e) The purpose of the issue was in satisfaction of a fee for consulting services. As such, no funds were raised from the issue.
(f) A voting exclusion statement is included in the Notice.

3.6 Directors’ recommendation

All the Directors consider that Resolutions 3 to 6 are in the best interests of the Company and recommend that Shareholders vote in favour of Resolutions 3 to 6. The Directors have formed this view as the passing of these Resolutions will provide greater flexibility when considering future capital raising opportunities.

Mindax Limited – Annual General Meeting 16 November 2023

GLOSSARY

$ means Australian dollars.

AGM means annual general meeting.

Annual Report means the Directors’ Report, the Financial Report and Auditor’s Report, in

respect of the financial year ended 30 June 2023.

Associate has the meaning set out in sections 11 to 17 of the Corporations Act.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Auditor’s Report means the auditor’s report on the Financial Report.

AWST means Australian Western Standard Time as observed in Perth, Western Australia.

Board means the current board of Directors of the Company.

Chair means the chair of the Meeting.

Closely Related Party has the meaning given in the Corporations Act.

Company or Mindax means Mindax Limited (ACN 106 866 442).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Directors’ Report means the annual directors’ report prepared under Chapter 2M of the

Corporations Act for the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company.

KMP has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of the ASX.

Meeting means the annual general meeting of Shareholders to be held as an in person meeting for the purpose of considering the Resolutions.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Directors’ report section

of the Company’s Annual Report for the year ended 30 June 2023.

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

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

LODGE YOUR PROXY APPOINTMENT ONLINE

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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

I/We being shareholder(s) of Mindax Limited and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of  PLEASE NOTE: If you leave the section blank, the OR the Meeting 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 held at Level 13, 26 St Georges Terrace, Perth WA 6000 on Thursday, 16 November 2023 at 2:00 pm (AWST) and at any adjournment or postponement of that Meeting.

The Meeting will also be broadcast live via the link below to give Shareholders the opportunity to observe the meeting proceedings. https://www.advancedshare.com.au/Dashboard/Meeting-Casting-Control?meetingid=MDX0016

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 Resolution 1 (except where I/we have indicated a different voting intention below) even though this resolution is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

	VOTING DIRECTIONS
	Resolutions	For	Against	Abstain*
	1 Adoption of Remuneration Report	◼	◼	◼
	2 Re-election of Director – Mr Biaozhun Zhu	◼	◼	◼
STEP 2	3 Ratification of issue of Shares - 33,200,000 Shares 4 Ratification of issue of Shares - 1,660,000 Shares 5 Ratification of issue of Shares - 50,000,000 Shares	◼ ◼ ◼	◼ ◼ ◼	◼ ◼ ◼
	6 Ratification of issue of Shares - 2,500,000 Shares	◼	◼	◼



	* 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)
STEP 3	Sole Director and Sole CompanySecretary Director/CompanySecretary (Delete one) Director 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

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.

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.

DEFAULT TO THE CHAIR OF THE MEETING

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.

VOTING DIRECTIONS – PROXY APPOINTMENT

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.

CORPORATE REPRESENTATIVES

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.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

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

Joint Holding:

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

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.

Companies:

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can 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.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolution 1, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting 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 may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each Proxy Form state the percentage of your voting rights or number of shares 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; and
(b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

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.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 2:00 pm (AWST) on 14 November 2023, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

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BY FAX +61 8 6370 4203 BY EMAIL [email protected] IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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

AI assistant

MINDAX LIMITED — AGM Information 2023

65308_rns_2023-10-17_71a2baf2-41b6-4659-a13f-a0f0899fd473.pdf

18 October 2023

MINDAX LIMITED – ANNUAL GENERAL MEETING

For and on behalf of the Board,

NOTICE OF ANNUAL GENERAL MEETING

IMPORTANT INFORMATION

Time and place of Meeting

Your vote is important

Voting eligibility

Voting during the Meeting

Voting by proxy

Chair as proxy

Corporate representatives

Powers of attorney

Shareholder questions

BUSINESS OF THE MEETING

AGENDA

FINANCIAL STATEMENTS AND REPORTS

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR BIAOZHUN ZHU

RESOLUTION 3 – RATIFICATION OF ISSUE OF SHARES

RESOLUTION 4 – RATIFICATION OF ISSUE OF SHARES

RESOLUTION 5 – RATIFICATION OF ISSUE OF SHARES

RESOLUTION 6 – RATIFICATION OF ISSUE OF SHARES

By order of the Board

EXPLANATORY STATEMENT

Forward looking statements

Disclaimers

Responsibility for information

FINANCIAL STATEMENTS AND REPORTS

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

1.2 Directors’ recommendation

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR BIAOZHUN ZHU

2.1 General

2.2 Directors’ recommendation

3. RESOLUTIONS 3 TO 6 - RATIFICATION OF ISSUE OF SHARES

3.2 Resolution 3 - Information required by Listing Rule 7.5

3.3 Resolution 4 - Information required by Listing Rule 7.5

3.4 Resolution 5 - Information required by Listing Rule 7.5

3.5 Resolution 6 - Information required by Listing Rule 7.5

3.6 Directors’ recommendation

GLOSSARY

ANNUAL GENERAL MEETING PROXY FORM

APPOINT A PROXY

VOTING DIRECTIONS

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

APPOINTMENT OF A PROXY

DEFAULT TO THE CHAIR OF THE MEETING

VOTING DIRECTIONS – PROXY APPOINTMENT

CORPORATE REPRESENTATIVES

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Joint Holding:

Power of Attorney:

Companies:

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

APPOINTMENT OF A SECOND PROXY

COMPLIANCE WITH LISTING RULE 14.11

LODGE YOUR PROXY FORM

ONLINE PROXY APPOINTMENT

More from MINDAX LIMITED

MINDAX LIMITED AGM Information 2023