MUSTERA PROPERTY GROUP LIMITED — AGM Information 2022

Oct 25, 2022

15 McCabe Street North Fremantle WA 6159

T: +61 8 9386 7069

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E: info@mustera.com.au

26 October 2022

Dear Shareholder

2022 Annual General Meeting – Notice of Meeting and Proxy Form

Mustera Property Group Ltd ACN 142 375 522 ( Company ) (ASX: MPX ) advises that its Annual General Meeting ( Meeting ) will be held in person on Friday, 25 November 2022 at 10:00 am (AWST) at 15 McCabe Street, North Fremantle, Western Australia 6159.

In reliance on Part 1.2AA of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting and Explanatory Statement ( Notice ) to Shareholders, except if they have previously given the Company notice in writing electing to receive hard copies of notices of meeting. For shareholders who elected to receive notices by email, a copy of their proxy form was sent to their nominated email address.

Shareholders can view and download the Notice from the Company’s website at www.mustera.com.au/asx-announcements/ or on ASX announcements page at www.asx.com.au using the ASX code “MPX”.

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience.

Shareholders who cannot attend the meeting in person are encouraged to vote by lodging proxy voting instructions by no later than 10:00 am (AWST) on Wednesday, 23 November 2022 (being at least 48 hours before the Meeting). Any proxy voting instructions received after that time will not be valid for the Meeting.

The Notice is an important document and should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

Shareholders can request a free paper copy of the Notice by contacting the Company Secretary on +61 6389 2688 within business hours.

By authorisation of the Board of Directors.

Yours faithfully

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Nick Zborowski Executive Director

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MUSTERA PROPERTY GROUP LTD ABN 13 142 375 522

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

Date of Meeting

Friday, 25 November 2022

Time and Place of Meeting

10:00 a.m. (AWST) 15 McCabe Street North Fremantle WA 6159

Important

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

The Company is taking precautions to facilitate an in-person meeting in light of the easing of restriction on gathering. If the situation in relation to COVID-19 changes in a way affecting the ability to facilitate an in-person meeting as currently proposed, the Company will provide a further update ahead of the Meeting by way of an ASX announcement on the ASX Market Announcements Platform.

NOTICE OF MEETING

	Notice is hereby given that the annual general meeting of Mustera Property Group Ltd (MusteraorCompany) is to be held at:
	Venue: 15 McCabe Street, North Fremantle, Western Australia 6159
	Date: Friday, 25 November 2022
	Time: 10:00 a.m. (AWST)

This Notice should be read in conjunction with the accompanying Explanatory Statement.

Agenda

Financial Report – Year Ended 30 June 2022 (no resolution required)

To receive and consider the 2022 Annual Report of the Company for the financial year ended 30 June 2022, together with the reports of the Directors and Auditor thereon.

Note: There is no requirement for Shareholders to approve these reports.

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 advisory resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2022 be adopted.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

Voting Prohibition Statement:

Pursuant to sections 250BD and 250R(4) of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• b) a Closely Related Party of such a member.

However, these voting prohibitions do not prevent the casting of a vote on the above Resolution if it is cast by such person as a proxy appointed in writing that specifies how the proxy is to vote on the Resolution, and it is not cast on behalf of a Related Party (or their Associate) to whom the Resolution would permit a financial benefit to be given.

Members of Key Management Personnel and their closely Related Parties (other than the Chairman) may not vote as proxy if the appointment does not specify how the proxy is to vote. The Chairman may vote as proxy in accordance with an express authorisation for the Chairman to exercise the proxy on the Proxy Form.

Resolution 2 – Re-election of Director – Mr Anthony Ho

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

“That, Mr Anthony Ho retires in accordance with clause 13.2 of the Constitution and for all other purposes, and being eligible, offers himself for re-election, be re-elected as a director of the Company on the terms and conditions set out in the Explanatory Statement.”

Resolution 3 – Approval of 10% Additional Placement Facility

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

“That the Company have the additional capacity to issue equity securities pursuant to Listing Rule 7.1A on the terms and conditions set out in the Explanatory Statement.”

Resolution 4 – Replacement of Constitution

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

“That for the purpose of section 136(2) of the Corporations Act and all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the Chair of the Meeting for identification purposes.”

Resolution 5 – Approval of Employee Incentive Plan

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

“That, pursuant to and in accordance with Listing Rule 7.2, exception 13(b), and for all other purposes, Shareholders approve the Company’s Employee Incentive Plan ( Plan ) and the ability to issue up to 7,211,757 equity securities under the Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the Plan, or an associate of such person.

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

• a) the 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; or

• b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman 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.

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NOTICE OF MEETING

Voting Prohibition Statement:

Pursuant to sections 250BD and 250R(4) of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• b) a Closely Related Party of such a member.

However, these voting prohibitions do not prevent the casting of a vote on the above Resolution if it is cast by such person as a proxy appointed in writing that specifies how the proxy is to vote on the Resolution, and it is not cast on behalf of a Related Party (or their Associate) to whom the Resolution would permit a financial benefit to be given.

Members of Key Management Personnel and their closely Related Parties (other than the Chairman) may not vote as proxy if the appointment does not specify how the proxy is to vote. The Chairman may vote as proxy in accordance with an express authorisation for the Chairman to exercise the proxy on the Proxy Form.

Resolution 6 – Approval to issue 2,000,000 Performance Rights to Director – Mr Nicholas Zborowski

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

“Subject to Shareholder approval of Resolution 5, that, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of 2,000,000 Performance Rights to Mr Nicholas Zborowski, a Director of the Company (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Resolution 7 – Approval to issue 1,200,000 Performance Rights to Director – Mr Anthony Ho

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

“Subject to Shareholder approval of Resolutions 2 and 5, that, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of 1,200,000 Performance Rights to Mr Anthony Ho, a Director of the Company (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Resolution 8 – Approval to issue 1,200,000 Performance Rights to Director – Mr Jack Spencer-Cotton

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

“Subject to Shareholder approval of Resolution 5, that, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of 1,200,000 Performance Rights to Mr Jack Spencer-Cotton, a Director of the Company (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusions for Resolutions 6 to 8:

Pursuant to the Listing Rules, the Company will disregard any votes 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 Plan (or their nominees), or any of their respective associates.

However, this does not apply to a vote cast in favour of Resolutions 6 to 8 by:

• the Chairperson as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chairperson to vote on the Resolutions as the Chairperson decides; or

• a holder acting solely in a nominee, trustee, custodial, or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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 Resolutions; and

• the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement for Resolutions 6 to 8:

A vote on Resolutions 6 to 8 must not be cast (in any capacity) by or on behalf of any of the following persons:

• a) the person named in each respective Resolution, or any other Related Parties to whom the Resolutions would permit a financial benefit to be given.

• b) Members of Key Management Personnel and their Closely Related Parties in the capacity as proxy, except as stated below.

However, these voting prohibitions do not prevent the casting of a vote on Resolutions 6 to 8 if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolutions, and it is not cast on behalf of a Related Party to whom the Resolutions would permit a financial benefit to be given, or their Associate.

Members of Key Management Personnel and their closely Related Parties (other than the Chair) may not vote as proxy if the appointment does not specify how the proxy is to vote. The Chair may vote as proxy in accordance with an express authorisation on the Proxy Form.

Other business

In accordance with section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Meeting.

Explanatory Statement

The Explanatory Statement accompanying this Notice is incorporated in and comprises part of this Notice. Shareholders are referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice and the Explanatory Statement.

Impact of COVID-19 on the Meeting

In light of the easing of restrictions on gatherings in Western Australia, the Company has taken steps to ensure that all attendees will be able to participate in the Meeting while maintaining health and safety and abiding by social distancing rules and other COVID19 legal requirements that may apply having regard to the circumstances at the time of the Meeting.

If the situation in relation to COVID-19 were to change in a way that affects the position above, the Company will provide an update ahead of the Meeting by releasing an ASX Announcement. However, Shareholders are strongly encouraged to consider appointing the Chairperson as proxy to attend and vote at the Meeting on their behalf if they are uncertain about attending the Meeting.

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

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NOTICE OF MEETING

Shareholders are also encouraged to submit questions in advance of the Meeting by emailing the questions to reception@mustera.com.au by 5:00pm AWST on Monday, 22 November 2022.

Proxies

Attorneys

If an attorney is to attend the Meeting on behalf of a Shareholder, a properly executed original (or originally certified copy) of an appropriate power of attorney must be received by the Company by the deadline for the receipt of Proxy Forms, being no later than 48 hours before the Meeting.

Please note that:

• a) A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on behalf of the member.

BY ORDER OF THE BOARD

• b) A proxy need not be a member of the Company, but must be a natural person (not a corporation). A proxy may also be appointed by reference to an office held by the proxy (e.g. the Company Secretary).

• c) Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the member’s voting rights. If no such proportion is specified, each proxy may exercise half of the member’s votes.

Joan Dabon Company Secretary 26 October 2022

Shareholders and their proxies should be aware that:

• a) if proxy holders vote, they must cast all directed proxies as directed; and

• b) any directed proxies which are not voted will automatically default to the Chairman, who must vote the proxies as directed.

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

Voting Entitlements

For the purposes of section 1074E(2) of the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that members holding ordinary shares as set out in the Company’s share register 48 hours before the Meeting will be entitled to attend and vote.

Shareholders who have not received their personalised Proxy Form should contact Advanced Share Registry on the following numbers as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting:

• 1300 113 258 (within Australia); or

• +61 8 9389 8033 (overseas).

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company in advance of the meeting or handed in at the Meeting when registering as a corporate representative.

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EXPLANATORY STATEMENT

Introduction

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice.

Following the Spill Meeting, those persons whose election or reelection as directors is approved will be the directors of the Company.

2.2 Previous voting results

At the Company’s 2021 annual general meeting, 100% votes were cast in favour of the remuneration report. Accordingly, the Spill Resolution is not relevant for this Meeting.

2.3 Board recommendations

This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms used in this Notice and Explanatory Statement are defined in the Glossary.

Given the material personal interests of all Directors in this Resolution, the Board makes no recommendation to Shareholders regarding Resolution 1.

1. Financial Statements and Report

2.4 Voting intention

Under the Corporations Act, the Directors of the Company must table the Financial Report, the Directors’ Report and the Auditor’s Report for the Company for the year ended 30 June 2022 ( 2022 Annual Report ) at the Meeting.

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the 2022 Annual Report of the Company. The Company’s 2022 Annual Report is available on its website at www.mustera.com.au.

There is no requirement either in the Corporations Act or the Company's Constitution for Shareholders to vote on, approve or adopt the 2022 Annual Report. Shareholders will have a reasonable opportunity at the Meeting to ask questions about or make comments on the 2022 Annual Report and on the management of the Company.

The Auditor of the Company is required to attend the Annual General Meeting and will be available to take Shareholders' questions about the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit.

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

The Remuneration Report of the Company for the financial year ended 30 June 2022 is included in the Directors’ Report of the 2022 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

3. Resolution 2 – Re-election of Director – Mr Anthony Ho

3.1 General

Clause 13.2 of the Constitution requires that at every annual general meeting, one third of the Directors must retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years. A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

A director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

Mr Anthony Ho retires by rotation at this Meeting and, being eligible, offers himself for re-election.

Mr Anthony Ho is a commerce graduate of the University of Western Australia. He qualified as a Chartered Accountant in 1983 with Deloitte and is presently a partner of a consultancy firm specialising in providing corporate and financial services to ASXlisted companies. Prior to establishing his firm in 1991, he spent 7 years in a senior corporate role with a major investment and resource group in Western Australia. He is currently a director of a number of companies listed on ASX.

3.2 Independence

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the remuneration report will be put at the annual general meeting. Section 250R(2) of the Corporations Act requires a resolution that the remuneration report to be adopted must be put to the vote. Resolution 1 seeks this approval.

In accordance with section 250R(3) of the Corporations Act, Shareholders should note that Resolution 1 is an “advisory only” resolution which does not bind the Directors. Under section 250SA of the Corporations Act, the Chairman will provide a reasonable opportunity for discussion of the Remuneration Report at the Meeting.

The Board considers Mr Ho to be an independent director because as a non-executive director, he is free from any interest, position, association or relation that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of his judgement.

If Resolution 2 is passed, Mr Ho will be re-elected as a nonexecutive director of the Company.

If Resolution 2 is not passed, Mr Ho will cease to be a director of the Company.

3.3 Board recommendation

If at least 25% of the votes on Resolution 1 are voted against the adoption of the Remuneration Report at the Meeting, and then again at the Company’s 2023 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting ( Spill Meeting ) to consider the appointment of the Directors ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the Company’s 2023 annual general meeting. All of the Directors who were in office when the Company’s 2022 Directors’ Report was approved, other than the Managing Director of the Company, shall cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

The Board has considered Mr Ho’s performance since his appointment to the Board and considers that his skills and experience will continue to enhance the Board’s ability to perform its role.

The Board (other than Mr Ho) recommends Shareholders vote in favour of the Resolution.

3.4 Voting intention

The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 2.

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EXPLANATORY STATEMENT

4. Resolution 3 – Approval of 10% Additional Placement Facility

4.1 General

Resolution 3 seeks Shareholder approval for an additional issuing capacity under ASX Listing Rule 7.1A (Additional Placement Facility ).

If approved, Resolution 3 would enable the Company to issue additional Equity Securities (calculated below) over a 12-month period without obtaining Shareholder approval.

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 approval of its shareholders over any 12-month period to 15% of the fully-paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An “eligible entity” means an entity which is not included in the S&P/ASX 300 index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

• 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 7.4;

• plus the number of fully-paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

• the agreement was entered into before the commencement of the relevant period; or

• the agreement or issue was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;

• plus the number of fully paid ordinary securities issued in the relevant period with approval under Listing Rule 7.1 or ASX Listing Rule 7.4;

• plus the number of partly-paid ordinary securities that became fully-paid in the relevant period;

• less the number of fully-paid ordinary securities cancelled in the relevant period;

• D = 10%; and

• E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

4.3 ASX Listing Rule requirements

In accordance with Listing Rule 7.3A, the following information is provided in relation to the proposed approval of the Additional Placement Facility:

a) Period for which the approval will be valid

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 set out in Listing Rule 7.1.

4.2 Information on Additional Placement Facility

The Additional Placement Facility would commence on the date of the Meeting and expire on the first to occur of the following:

• i) the date that is 12 months after this Meeting (i.e. 25 November 2023);

• ii) the time and date of the Company’s next annual general meeting; or

• iii) the time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• a) Quoted securities

• b) Minimum price at which equity securities may be issued

Any Equity Securities issued under the Additional Placement Facility must be in the same class as an existing class of Equity Securities of the Company that are quoted on ASX.

As at the date of this Notice, the Company has only one class of Equity Securities quoted on ASX, being its fully-paid ordinary Shares.

b) Formula for Additional Placement Facility

If this Resolution 3 is passed, the Company may issue or agree to issue, during the 12-month period after this Meeting, the number of Equity Securities calculated in accordance with the following formula.

Additional Placement Capacity = (A x D) – E

where:

• A = the number of fully-paid ordinary securities on issue at the commencement of the relevant period:

• plus the number of fully-paid ordinary securities issued in the relevant period under an exception in ASX Listing Rule 7.2 other than exception 9, 16, or 17;

• plus the number of fully-paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

• the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

Any Equity Securities issued under the Additional Placement Facility must be in an existing quoted class of the Company’s securities and issued for cash consideration per security which is not less than 75% of the VWAP for securities in that 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 securities are to be issued is agreed; or

• ii) if the securities are not issued within 10 trading days of the above date, the date on which the securities are issued.

• c) Purposes for which the funds raised by an issue of equity securities may be used

The Company may seek to issue Equity Securities under the Additional Placement Facility for cash consideration to fund business growth (including in relation to development of the Company’s business), to acquire new assets or make investments, to develop the Company’s existing assets and operations, and for general working capital.

• d) Risk of economic and voting dilution

If Resolution 3 is passed and the Company issues securities under the Additional Placement Facility, there will be is a risk to existing Shareholders of economic and voting dilution, including the risk that:

• i) the market price for Equity Securities in the same class may be significantly lower on the issue date of the new Equity Securities than on the date of this Meeting; and

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EXPLANATORY STATEMENT

• ii) the new Equity Securities may be issued at a price that is at a discount to the market price for Equity Securities in the same class on the issue date.

The table below identifies the potential dilution to existing Shareholders following the issue of Equity Securities under the Additional Placement Facility (based on the formula set out above) using different variables for the number of issued Shares and the market price of Shares.

The numbers are calculated on the basis of the latest available market price of Shares before the date of this Notice and the current number of Shares on issue.

			**Dilution **
Variable A in Listing Rule 7.1A.2	Number of Shares issued under the Additional Placement Facility	Funds raised based on an issue price of $0.143 (50% decrease in Market Price) $	Funds raised based on an issue price of $0.285 (Current Market Price) $	Funds raised based on an issue price of $0.428 (50% increase in Market Price) $
Current Variable A 144,235,132	14,423,513	2,055,351	4,110,701	6,166,052
50% increase in current Variable A 216,352,698	21,635,270	3,083,026	6,166,052	9,249,078
100% increase in current Variable A 288,470,264	28,847,026	4,110,701	8,221,403	12,332,104

None of the allottees will be a related party or an associate of a related party of the Company, except as permitted under Listing Rule 7.2. Existing Shareholders may or may not be entitled to subscribe for Equity Securities under the Additional Placement Facility and it is possible that their shareholding will be diluted.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.3 upon issue of any Equity Securities under the Additional Placement Facility.

• f) Previous issues under Listing Rule 7.1A in previous 12 months

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its 2021 annual general meeting but no securities have been issued pursuant thereto.

No voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded from voting on Resolution 3.

4.4 Board recommendation

The Board believes that Resolution 3 is in the best interests of the Company and recommends that Shareholders vote in favour of this Resolution.

4.5 Voting intention

The Chairman of the Meeting intends to vote all undirected proxies in favour of the Resolution.

5. Resolution 4 – Replacement of Constitution

5.1 General

Notes: The above table has been prepared on the following

bases/assumptions:

1. The Company issues the maximum number of Equity Securities available under the Additional Placement Facility.

2. 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%.

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

4. 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.

5. The issue of Equity Securities under the Additional Placement Facility consists only of Shares.

6. The current market price set out above is the last price at which Shares were traded prior to 5 October 2022, being $0.285.

e) Allocation policy

The Company’s allocation policy for the issue of Equity Securities under the Additional Placement Facility will depend on the prevailing market conditions at the time of the proposed issue. The allottees will be determined on a case-by-case basis having regard to the factors such as:

• 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 Security holders can participate;

• ii) the effect of the issue of the new securities on the control of the Company;

• iii) the financial situation and solvency of the Company; and iv) advice from corporate and other advisors.

As at the date of this Notice, the Company has not identified any proposed allottees of Equity Securities using the Additional Placement Facility. However, the eventual allottees may include existing substantial Shareholders, other Shareholders and/or new investors.

Section 136(1)(b) of the Corporations Act provides that a company may adopt a new constitution by special resolution passed at a general meeting. Section 136(2) of the Corporations Act provides that a company may repeal its constitution by special resolution passed at a general meeting. A special resolution requires the approval of 75% of the votes cast by shareholders entitled to vote at the general meeting.

Resolution 4 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares and updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.

The Company’s current Constitution was adopted by special resolution on 28 November 2019. Since then, there have been numerous changes to the Corporations Act and Listing Rules. Consequently, a new constitution is being proposed for Shareholders’ approval pursuant to sections 136(1)(b) and 136(2) of the Corporations Act which has regard to the current regulations and requirements as they apply to the Company.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution and the Directors believe that these amendments are not material nor will they have any significant impact on Shareholders.

It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement. However, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution will be available for inspection at the Meeting. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

6

EXPLANATORY STATEMENT

If Resolution 4 is passed, the Company will be able to adopt the Proposed Constitution that reflects the current provisions of the Corporations Act and Listing Rules.

If Resolution 4 is not passed, the Company will continue to refer to and rely on the current Constitution that is not consistent with the changes to the Corporations Act and Listing Rules.

5.2 Summary of material changes

a. Fee for registration of off-market transfers (new clause)

On 24 January 2011, ASX amended Listing Rule 8.14 to the effect that the Company may now charge a “reasonable fee” for registering paper-based transfers, sometimes referred to as “off-market transfers”.

Clause 8.4 of the Proposed Constitution is being made to enable the Company to charge a reasonable fee when it is required to register off-market transfers. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to offmarket transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

d. Partial (proportional) takeover provisions (new clause)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption or the last renewal of the clause.

Information required by section 648G of the Corporations Act

i. Effect of proposed proportional takeover provisions

Where offers have been made under a proportional offmarket bid in respect of a class of securities in the Company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

b. Dividends

ii. Reasons for proportional takeover provisions

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend, replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not pay a dividend unless:

• i. the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;

• ii. the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and

• iii. the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

The current Constitution reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

c. General meetings

The recent changes to the Corporations Act now enable companies to use technology to hold meetings, execute documents and sign and distribute meeting-related documents. Importantly, these changes allow for hybrid or entirely virtual meetings to be held provided that wholly virtual meetings are only allowed if a company’s constitution permits the same.

The Directors consider that including a clause that allows for general meetings to be held at two or more venues simultaneously through the use of technology or a wholly virtual meeting gives the Shareholders as a whole a reasonable opportunity to participate.

A proportional takeover bid may result in control of the Company changing without shareholders having the opportunity to dispose all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

iii. Knowledge of any acquisition proposals

As at the date of this Notice, the Directors are not aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

iv. Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

• a. the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• b. assisting the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and

• c. each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

• a. proportional takeover bids may be discouraged;

• b. lost opportunity to sell a portion of their Shares at a premium; and

7

EXPLANATORY STATEMENT

• c. likelihood of a proportional takeover bid succeeding may be reduced.

5.3 Board recommendation

The Board recommends Shareholders vote in favour of the Resolution.

5.4 Voting intention

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

6.2 Specific information required by Listing Rule 7.2

In accordance with Listing Rule 7.2 exception 13(b), the following information is provided in relation to the proposed approval of the issue of securities under the Plan:

• a) Summary of the terms of the Plan

A summary of the key terms and conditions of the Plan are set out in Annexure 1. In addition, a copy of the Plan is accessible on the Company’s website at www.mustera.com.au. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

6. Resolution 5 – Approval of Employee Incentive Plan

6.1 General

The Company’s previous employee incentive scheme was last adopted on 30 November 2020 ( 2020 Performance Rights Plan ).

The Company now submits a new employee incentive plan, replacing the 2020 Performance Rights Plan, for Shareholders to approve its operation and the issue of securities, from time to time, under it as an exception to Listing Rule 7.1.

Resolution 5 seeks Shareholder approval for the adoption of the Company’s Employee Incentive Plan ( Plan ) in accordance with Listing Rule 7.2, exception 13(b).

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period. Listing Rule 7.2, exception 13(b) sets out an exception to Listing Rule 7.1

Listing Rule 7.2, exception 13(b) provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to Listing Rule 7.1.

The Plan will be used as part of the remuneration planning for eligible participants. It will provide flexibility to the Company’s remuneration arrangements and create a mutual interdependence between eligible participants and the Company for the longer-term benefit of both parties.

The Board considers that the Plan provides the Company with the appropriate means of:

b) Number of securities issued under the Plan since last approval

No securities have been issued under the Plan as this is the first time the Company has sought Shareholder approval of the Plan.

The Company has issued a total of 2,000,000 performance rights under the 2020 Performance Rights Plan.

• c) Maximum number of equity securities proposed to be issued under the Plan

The maximum number of securities that can be issued by the Company under the Plan over the next 3 years is 7,211,757 (being 5% of the Company’s current issued capital of 144,235,132).

d) Voting exclusion statement

A voting exclusion statement is included in the Notice.

6.3 Board recommendation

For good corporate governance reasons, the Board does not make a recommendation for this Resolution.

6.4 Voting intention

The Chairman of the Meeting intends to vote all undirected proxies in favour of the Resolution.

7. Resolutions 6 to 8 – Approval of issue of performance rights to Directors

7.1 General

• a) rewarding eligible participants for past performance;

• b) providing long term incentives for participation in the Company’s future growth;

• c) motivating eligible participants and generating loyalty; and d) assisting to retain the services of valuable eligible participants.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and the future issues of securities under the Plan will provide selected participants with the opportunity to participate in the future growth of the Company.

Any future issues of securities under the Plan to a related party or a person whose relation 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 passed, the Company will be able to issue a limited number of securities under the Plan to eligible participants over a period of 3 years without impacting on the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 5 is not passed, the Company will not be able to rely on Listing Rule 7.2, exception 13(b) and the issue of securities under the Plan to eligible participants will remain subject to the 15% placement capacity on issuing securities without Shareholder approval as set out in Listing Rule 7.1.

The Company seeks Shareholders’ approval of Resolutions 6 to 8 pursuant to Listing Rule 10.14 and Chapter 2E of the Corporations Act to issue a total of 4,400,000 Performance Rights to Messrs Nicholas Zborowski, Anthony Ho and Jack Spencer-Cotton ( Directors ) or their respective nominees, pursuant to the Company’s Performance Rights Plan ( Plan ), subject to the receipt of Shareholder approval of Resolution 5 ( Performance Rights ).

Furthermore, the proposed issue of Performance Rights to Mr Anthony Ho is subject to receipt of Shareholder approval of Resolution 2.

Director	Number of Class A Performance Rights	Number of Class B Performance Rights	Total
N Zborowski	1,000,000	1,000,000	2,000,000
A Ho	600,000	600,000	1,200,000
J Spencer-Cotton	600,000	600,000	1,200,000
Total	2,200,000	2,200,000	4,400,000

The Company has carefully considered key project and business objectives and believe that offering the Performance Rights is an appropriate method for linking the Company’s current remuneration structure to the achievement of medium-term goals.

8

EXPLANATORY STATEMENT

The above Performance Rights are subject to the following milestones:

• a. Class A Performance Rights – will vest upon the announcement by the Company to the ASX market announcements platform of the approval of its development application for its property situated in 15 McCabe Street, North Fremantle WA 6159 by the City of Fremantle or alternate statutory authority by 30 November 2023; and

• b. Class B Performance Rights - will vest upon the announcement by the Company to the ASX market announcements platform of the achievement of the practical completion of the Company’s Forbes Residences project by 29 February 2024.

A summary of the key terms of the Plan, which is subject of Resolution 5 is set out in Annexure 1. A summary of the key terms and conditions of the Performance Rights are set out in Annexure 2. In addition, a copy of the Plan is accessible on the Company’s website at www.mustera.com.au.

The Board considers that the grant of the Performance Rights is reasonable given the Company’s size and stage of development, and that the incentives represented by the issue of the Performance Rights are a cost effective and efficient reward incentive, as opposed to alternative forms of incentive, such as the payment of cash compensation. It is also not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights on the terms proposed.

The Performance Rights have been set to align the Directors’ interests with the interests of the Company’s Shareholders such that rewards will only vest on the achievement of the milestones set out above.

Resolutions 6 to 8 are ordinary resolutions.

7.2 Listing Rule 10.14

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

• 10.14.1—a director of the company;

• 10.14.2—an Associate of a director of the company; or

• • 10.14.3—a person whose relationship with the company 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 its shareholders,

unless it obtains the approval of its shareholders.

Messrs Nicholas Zborowski, Anthony Ho and Jack Spencer-Cotton are each a related party of the Company by virtue of being Directors.

The issue of the Performance Rights to the Directors under the Plan falls within Listing Rule 10.14.1 above and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.14.

Resolutions 6 to 8 seek the required Shareholder approval to the issue of the Performance Rights under and for the purposes of Listing Rule 10.14.

If any of Resolutions 6 to 8 are passed, the Company will be able to proceed with the issue and the relevant Director will be issued the Performance Rights under that Resolution.

If any of Resolutions 6 to 8 are not passed, the Company will not be able to proceed with the issue and the relevant Director will not be issued the Performance Rights under that Resolution and the Company will look for alternative forms to incentivise the Directors in the long-term including payment of cash.

7.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party (such as a director) of the company without shareholder approval unless either:

• a) the giving of the financial benefit falls within one of the exceptions set out in sections 210 to 216 of the Corporations Act; or

• b) shareholder approval is obtained prior to the giving of the financial benefit.

The grant of Performance Rights constitutes giving a financial benefit as the Directors are related parties of the Company by virtue of being directors. It is the view of the Directors that the exceptions under Chapter 2E of the Corporations Act may not apply in the current circumstances.

Accordingly, Shareholder approval pursuant to Chapter 2E of the Corporations Act is required for the issue of the Performance Rights to Directors (or their nominees).

7.4 Section 208 of the Corporations Act

Section 208 of the Corporations Act provides that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• i) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

ii) 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 offer of Performance Rights to the Directors (or their nominees), as contemplated by Resolutions 6 to 8, constitutes the giving a financial benefit for the purposes of the Corporations Act to each of the named Directors as Related Parties of the Company. Accordingly, Shareholder approval is sought for the purposes of section 208 of the Corporations Act.

7.5 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 Performance Rights under Resolutions 6 to 8:

• a) Name of the person

Resolutions 6 to 8 contemplate the issue of Performance Rights to Messrs Nicholas Zborowski, Anthony Ho and Jack Spencer-Cotton (or their nominees) respectively.

• b) Which category in Listing Rules 10.14.1—10.14.3 the person falls within and why

Each of Messrs Nicholas Zborowski, Anthony Ho and Jack Spencer-Cotton are Directors of the Company and therefore fall within Listing Rule 10.14.1.

• c) The number and class of securities proposed to be issued to the person

Director	Number of Class A Performance Rights	Number of Class B Performance Rights	Total
N Zborowski	1,000,000	1,000,000	2,000,000
A Ho	600,000	600,000	1,200,000
J Spencer-Cotton	600,000	600,000	1,200,000
Total	2,200,000	2,200,000	4,400,000

9

EXPLANATORY STATEMENT

• d) Details of the Directors’ current total remuneration package

Details of the Directors’ current total remuneration packages are set out below:

Director	Remuneration (FY22) ($)	Remuneration (FY21) ($)
N Zborowski	187,776	481,447
A Ho	20,000	164,250
J Spencer-Cotton	22,000	166,150

Notes:

1. As disclosed in the Remuneration Report of the 2022 Annual Report.

2. e) The number and acquisition price of securities previously issued to the recipients under the employee incentive scheme

Nil. No securities have been previously issued to these Directors under the Plan subject of Resolution 5.

Under the 2020 Performance Rights Plan, the Company has issued the following performance rights to the Directors for nil consideration:

Director	Number of Class A Performance Rights	Number of Class B Performance Rights	Total
N Zborowski	500,000	500,000	1,000,000
A Ho	250,000	250,000	500,000
J Spencer-Cotton	250,000	250,000	500,000
Total	1,000,000	1,000,000	2,000,000

Notes:

1. As disclosed in the Remuneration Report of the FY22 Annual Report.

f) Material terms of securities and reason for issue

A summary of the key terms and conditions of the Performance Rights are set out in Annexure 2.

The Performance Rights are subject to the Performance Milestones set out at Section 7.1 above and expire 3 years from the date of issue.

The primary purposes of the grant of Performance Rights to the Directors are to provide a performance linked incentive component in the remuneration package for the Directors, as well as cost effective form of remuneration for their ongoing commitment and contribution to the Company and to align their interest with those of the Shareholders.

g) Value of the financial benefit

A valuation of the Performance Rights is set out in Annexure 3.

h) Date of issue

The Performance Rights will be issued no later than 12 months after the date of the Meeting (or such later date to the extent permitted under the Listing Rules).

i) Price of issue

The Performance Rights will be issued for nil consideration.

j) Material terms of employee incentive scheme

A summary of the key terms and conditions of the Plan is set out in Annexure 1. In addition, a copy of the Plan is accessible on the Company’s website at www.mustera.com.au..

k) A summary of the material terms of any loan that will be made to the person in relation to the acquisition

No loan has been or will be given to Messrs Nicholas Zborowski, Anthony Ho and Jack Spencer-Cotton in relation to the grant of the Performance Rights.

l) Statement

As required by Listing Rule 10.15.11, the Company confirms that:

• i) Details of any securities issued under the Plan will be published in the Company’s annual report 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.

• ii) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.

• 7.6 Specific information required by Chapter 2E of the Corporations Act

Section 219 of the Corporations Act requires that the following information be provided to Shareholders in relation to Resolutions 6 to 8 for the purposes of obtaining approval under Section 208 of the Corporations Act:

a) Names of the Related Parties

The names of the Related Parties are:

• i) in respect of Resolution 6 – Mr Nicholas Zborowski (or his nominee); and

• ii) in respect of Resolution 7 – Mr Anthony Ho (or his nominee).

• iii) in respect of Resolution 8 – Mr Jack Spencer-Cotton (or his nominee).

b) Nature of the financial benefit

The nature of financial benefit that will be given to the Directors (or their nominees) of the Company if Resolutions 6 to 8 are approved is the issue of a total of 4,400,000 Performance Rights as follows:

Director	Number of Class A Performance Rights	Number of Class B Performance Rights	Total
N Zborowski	1,000,000	1,000,000	2,000,000
A Ho	600,000	600,000	1,200,000
J Spencer-Cotton	600,000	600,000	1,200,000
Total	2,200,000	2,200,000	4,400,000

c) Value of the financial benefit

A valuation of the Performance Rights is set out in Annexure 3.

d) Remuneration of Related Parties

• Details of the Directors’ current total remuneration are set out below:

Director	Remuneration (FY22) ($)	Remuneration (FY21) ($)
N Zborowski	187,776	481,447
A Ho	20,000	164,250
J Spencer-Cotton	22,000	166,150

Notes:

1. As disclosed in the Remuneration Report of the 2022 Annual Report.

10

EXPLANATORY STATEMENT

e) Security holdings of Related Parties

The table below sets out the securities and rights in the Company in which the Directors have a direct or indirect interest at the date of the Notice. The table does not include the Performance Rights to be issued to the Directors subject to Shareholder approval of Resolutions 6 to 8:

Director	Shares	Performance Rights1	Options
N Zborowski	1,633,450	1,000,000	1,000,000
A Ho	2,096,394	500,000	1,000,000
J Spencer-Cotton	1,832,219	500,000	1,211,408

Jack Spencer-Cotton has a material personal interest in the outcome of Resolution 8 and will be the only Director to receive a benefit from that Resolution.

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 interest of the Company to pass Resolutions 6 to 8.

7.7 Recommendations of Directors

Each recipient of Performance Rights as contemplated by Resolutions 6 to 8 is a Related Party of the Company by virtue of being a director of the Company.

Notes:

1. These Performance Rights have vested and are available to be exercised and converted into Shares. Refer to ASX announcement dated 2 June 2021 ‘ Vesting of Performance Rights’ .

f) Voting interests and voting power

If the Performance Rights granted to the Directors vest and are subsequently exercised, a total of 4,400,000 Shares would be issued. This will increase the number of Shares on issue from 144,235,132 to 148,635,132 (assuming that no other convertible Equity Securities are exercised, and no other Shares are issued). The respective interests of the Directors in the Company would be as follows:

In the interests of good corporate governance, Messrs Nicholas Zborowski, Anthony Ho and Jack Spencer-Cotton decline to make any recommendations as to how Shareholders should vote on any of Resolutions 6 to 8 (not just in respect of those Resolutions in which they individually have a material personal interest), as they may each acquire a relevant interest in Performance Rights if Resolutions 6 to 8 are approved.

7.8 Voting intention

The Chairman of the Meeting intends to vote all undirected proxies in favour of the Resolution.

• i. Mr Nicholas Zborowski’s interest would represent approximately 2.58% of the Company’s expanded capital;

• ii. Mr Anthony Ho’s interest would represent approximately 2.22% of the Company’s expanded capital; and

• iii. Mr Jack Spencer-Cotton’s interest would represent approximately 2.04% of the Company’s expanded capital.

g) Trading History

The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.30	24 December 2021
Lowest	$0.27	18 October 2021
Last	$.285	29 September 2022

• h) Dilution

If Resolutions 6 to 8 are approved, a total 4,400,000 Performance Rights will be offered to Messrs Nicholas Zborowski, Anthony Ho and Jack Spencer-Cotton (or their nominees). The offer of these 4,400,000 Performance Rights will not, at the time of grant, have any dilutionary effect to the shareholding interests of existing Shareholders.

If 4,400,000 Performance Rights are exercised by each Director into Shares, the dilution to the shareholding interests of existing Shareholders will be approximately 2.96%.

• i) Funds raised

The Performance Rights are being offered to the Directors (or their nominees) at a nil issue price, accordingly, the Company will not raise any funds from the issue of the Performance Rights.

j) Directors’ interests in the proposed Resolutions

Nicholas Zborowski has a material personal interest in the outcome of Resolution 6 and will be the only Director to receive a benefit from that Resolution.

Anthony Ho has a material personal interest in the outcome of Resolution 7 and will be the only Director to receive a benefit from that Resolution.

11

EXPLANATORY STATEMENT

Glossary

2022 Annual Report means the annual financial report of the Company for the year ended 30 June 2022.

$ means an Australian dollar.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and where the context permits the Australian Securities Exchange operated by ASX Limited.

Auditor refers to the auditor of the Company, BDO Audit (WA) Pty Ltd (ACN 112 284 787)

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

Board means the current board of directors of the Company. Chairman means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• a) a spouse or child of the member;

• b) a child of the member’s spouse;

• c) a dependant of the member or the member’s spouse;

• d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; a company the member controls; or

• e) a person prescribed by the Corporations Regulations 2001 (Cth) .

Company or Mustera means Mustera Property Group Ltd (ACN 142 375 522).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a Director of the Company and Directors means the directors of the Company.

Directors’ Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security means:

• a) a share;

• b) a unit in a trust;

• c) a right to a share or option or unit in a trust;

• d) an option over an issued or unissued security;

• e) a convertible security; or

• f) any security that ASX decides to classify as an equity security.

Explanatory Statement means this explanatory statement accompanying this Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including any director (whether executive or otherwise) of the Company.

Listing Rules mean the official listing rules of ASX.

Meeting means the annual general meeting convened by this Notice.

Notice means the notice convening the 2022 annual general meeting of the Company, including the Explanatory Statement and the Proxy Form.

Performance Rights means the performance rights as described in Section 7.1 of the Notice.

Proxy Form means the proxy form accompanying this Notice. Remuneration Report means the remuneration report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2022

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

Section means a section of this Notice.

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

Shareholder means a member of the Company. VWAP volume weighted average price.

12

ANNEXURE 1

KEY TERMS OF THE EMPLOYEE INCENTIVE PLAN

1. Awards

• Under the Plan, an “ Award ” includes any share-based incentive award, including: a) shares; b) options to subscribe for a share issued in accordance with the Plan and subject to the satisfaction of any vesting conditions, performance conditions and/or exercise conditions and payment of the relevant exercise price; or

• c) performance rights which provide entitlements to be issued with shares, subject to the satisfaction of any vesting conditions and/or performance conditions.

• Awards may, among other things, be loan-funded or issued as tax-deferred incentives under Australian tax legislation.

2. Eligibility

Participants in the Plan may be:	Participants in the Plan may be:
a)	full-time or part-time employee, including an Executive Director;
b)	a non-executive Director;
c)	a contractor;
d)	casual employee where they are, or might reasonably be expected to be, engaged to work the pro-rata equivalent of 40% or more of a
	comparable full-time position; or
e)	a person to whom an Offer is made but who can only accept the offer if an arrangement has been entered into that will result in the
	person becoming covered by one of paragraphs a to d above,
	(Eligible Person).
3.	Administration of Plan
Subject to the requirements of the Listing Rules and the Corporations Act, the Board will administer the Plan and determine:
a)	the persons to whom the Awards will be offered under the Plan; and
b)	the number of Awards which may be offered to those persons.

4. Offer

• Following determination that an Eligible Person may participate in the Plan, the Board may, from time to time, make an offer in writing to an Eligible Person. Each offer must specify, in clear, concise and effective manner: a) the date of the offer, and the final date the offer must be accepted by; b) the name and address of the Eligible Person to whom the offer is made; c) the type of Awards being offered; d) the maximum number of Awards being offered; e) in the case of an Option, the exercise price and the exercise period; f) the vesting conditions (if any), the performance conditions and performance period (if any), the test dates (if any) and/or exercise conditions (if any) relating to the Awards being offered;

• g) the term and expiry date or end date (if any); h) the summary of any rights attaching to the Awards; i) agreement with the Eligible Person for the Company to supply details to third parties (including the share registry of the Company) where required by law; and

• j) any other matters required to be specified in the Offer by either the Corporations Act, the Listing Rules or an applicable ASIC Class Order or instrument of relief and attach an Application and a copy of this Plan.

5. Restriction Conditions

Awards may be subject to restriction conditions (such as a period of employment) which must be satisfied before the underlying Shares can be sold, transferred, or encumbered.

6. Plan limit

The Directors will not make an Offer or issue Awards in accordance with the Plan unless they have reasonable grounds to believe that the number of underlying Shares that form part of the issued capital of the Company that have been or may be issued in any of the circumstances covered by the following paragraphs will not exceed 5% of the total number of underlying Shares in that class on issue:

• a) underlying Shares that may be issued under the Offer; and

• b) underlying Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under: i) an employee incentive scheme covered by ASIC Class Order [CO 14/1000]; and ii) an ASIC exempt arrangement of a similar kind to an employee incentive

7. Restriction on transfer

Shares, or any beneficial or legal interest in Shares, may not be transferred, encumbered or otherwise disposed of, or have a security interest granted over them, unless all restrictions on the transfer, encumbrance or disposal of the Shares have been met, the Board has waived such restrictions, or prior consent of the Board is obtained which consent may impose such terms and conditions on such transfer, encumbrance or disposal as the Board sees fit.

8. Rights attaching to Shares

Any Shares issued by the Company to an Eligible Person will rank equally with all existing Shares on and from the date of issue.

13

ANNEXURE 2

KEY TERMS OF THE PERFORMANCE RIGHTS

A summary of the key terms of the Performance Rights is set out below:

Entitlement

The Performance Rights entitle the holder ( Holder ) to subscribe for one Share upon the conversion of the Performance Rights. The Performance Rights will be granted for nil cash consideration.

Conversion price

The conversion price of each Performance Right is nil.

Vesting Conditions

Subject to these terms and conditions, the vesting of a Performance Right subject to the satisfaction of the relevant milestones specified below (each referred to as a Milestone ):

Performance Right	Applicable Milestone	Expiry Date	Number
Class A	Class A Performance Rights will vest upon the announcement by the Company to the ASX market announcements platform of the approval of its development application for its property situated in 15 McCabe Street, North Fremantle WA 6159 by the City of Fremantle or alternate statutory authority by 30 November 2023.	3 years from the date of issue	2,200,000
Class B	Class B Performance Rights will vest upon the announcement by the Company to the ASX market announcements platform of the achievement of the practical completion of the Company’s Forbes Residences project by 29 February 2024.	3 years from the date of issue	2,200,000

Change of Control

Upon:

• (a) a takeover bid under Chapter 6 of the Corporations Act having:

• (i) been made in respect of the Company;

(ii) received acceptances for not less than 50.1% of the Company's shares on issue; and

• (iii) been declared unconditional by the bidder; or

(b) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent the Performance Rights have not vested due to satisfaction of the Vesting Condition, the Performance Rights automatically vest to that number of Shares which when issued together with all Shares issued under any other class of Performance Rights then on issue, is equal to the lesser of one Share per Performance Right and 10% of the total Shares on issue in the Company at that time. Performance Rights that are not vested and converted into Shares will continue to be held by the holder on the same terms and conditions.

Takeovers Limitation

Notwithstanding any other provisions of these terms, if the conversion of any Performance Rights would result in any person being in breach of section 606(1) of the Corporations Act, the conversion of each Performance Right that would cause the contravention will be deferred until such time or times thereafter that the conversion would not result in a contravention of section 606(1).

Expiry of Performance Rights

A Performance Right will lapse upon the relevant Milestone becoming incapable of satisfaction on or before the date that is 3 years from the date of issue.

Shares Issued on Exercise

Shares issued on the exercise of a Performance Rights rank equally with the then Shares of the Company.

No cash consideration

The Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the issue of Shares after vesting.

Timing of issue of Shares

• (a) As soon as practicable after the satisfaction of a Performance Right Milestone, the Company shall give written notice to the holder that the relevant Milestone has been satisfied.

• (b) As soon as practicable after the later of the following:

• (i) the Company receives a notice of conversion or the Performance Rights; and

• (ii) excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceasing to be excluded information,

the Company will:

• (iii) issue the Shares pursuant to the exercise of the Performance Rights;

• (iv) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (v) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Performance Rights.

Quotation

The Company will not apply for quotation of the Performance Rights on ASX.

Transferability of Performance Rights

The Performance Rights are not transferable.

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ANNEXURE 2

Participation in New Issues

There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

Adjustments for Reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the holders of Performance Rights will be varied in accordance with the Listing Rules.

Voting rights

A Performance Right does not entitle the Holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the Listing Rules where such rights cannot be excluded by these terms.

Dividend rights

A Performance Right does not entitle the Holder to any dividends.

Return of capital rights

The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

Rights on winding up

The Performance Rights have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

Employee Incentive Plan

The Performance Rights are subject to the provisions of the Company’s Employee Incentive Plan.

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ANNEXURE 3

VALUATION OF PERFORMANCE RIGHTS

The Performance Rights to be issued to the Related Parties pursuant to Resolutions 6 to 8 have been valued using the indicative share price as at the date of the Notice based on the assumptions set out below:

Assumptions	Class A Performance Rights	Class B Performance Rights
Valuation Date	5 October 2022	5 October 2022
Market price of Shares (at Valuation Date)	$0.285	$0.285
Exercise price	Nil	Nil
Performance/ vesting period (years)	3 years	3 years
Theoretical value per Performance Right	$0.29	$0.29
Number of Performance Rights	2,200,000	2,200,000
Total theoretical value	$627,000	$627,000

Indicative theoretical value of Rights	Class A Performance Rights	Class B Performance Rights
Mr Nicholas Zborowski	285,000	285,000
Mr Anthony Ho	171,000	171,000
Mr Jack Spencer-Cotton	171,000	171,000

Notes:

Australian Accounting Standards require the Performance Rights to be expensed over the vesting period in accordance with AASB 2 – Share Based Payments. Accordingly, the Performance Rights are expected to be expensed over a 3-year period. Expensing the Performance Rights will have the effect of increasing both expenses and the equity of the Company. There will be no impact on the net assets, cash position or financial resources of the Company as a result of expensing the Performance Rights.

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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 Mustera Property Group Ltd and entitled to attend and vote hereby:

APPOINT A PROXY

The Chairman of  PLEASE NOTE: If you leave the section blank, the OR the Meeting Chairman 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 Chairman 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 15 McCabe Street, North Fremantle, Western Australia 6159 on 25 November 2022 at 10:00 a.m. (AWST) and at any adjournment or postponement of that Meeting.

Chairman’s voting intentions in relation to undirected proxies: The Chairman intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chairman 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.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 5, 6, 7 & 8 (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 Chairman.

VOTING DIRECTIONS

	ANNUAL GENERAL MEETING PROXY FORM I/We being shareholder(s) of Mustera Property Group Ltd and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chairman of the Meeting OR PLEASE NOTE:If you leave the section blank, the Chairman 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 Chairman 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 15 McCabe Street, North Fremantle, Western Australia 6159 on 25 November 2022 at 10:00 a.m. (AWST)and at any adjournment or postponement of that Meeting. Chairman’s voting intentions in relation to undirected proxies:The Chairman intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chairman 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. Chairman authorised to exercise undirected proxies on remuneration related resolutions:Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 5, 6, 7 & 8 (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 Chairman.
	VOTING DIRECTIONS
STEP 2	Resolutions For Against Abstain*
	1 Adoption of Remuneration Report ◼ ◼ ◼
	2 Re-election of Director – Mr Anthony Ho ◼ ◼ ◼
	3 Approval of 10% Additional Placement Facility ◼ ◼ ◼
	4 Replacement of Constitution ◼ ◼ ◼
	5 Approval of Employee Incentive Plan ◼ ◼ ◼
	6 Approval to issue 2,000,000 Performance Rights to Director – Mr Nicholas Zborowski ◼ ◼ ◼
	7 Approval to issue 1,200,000 Performance Rights to Director – Mr Anthony Ho ◼ ◼ ◼
	8 Approval to issue 1,200,000 Performance Rights to Director – Mr Jack Spencer-Cotton ◼ ◼ ◼
	* 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

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 Chairman as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman, 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 CHAIRMAN 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 Chairman 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.

LODGE YOUR PROXY FORM

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chairman) 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 Resolutions 1, 5, 6, 7 & 8, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 1, 5, 6, 7 & 8.

PLEASE NOTE: If you appoint the Chairman 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 Chairman 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.

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10:00 a.m. (AWST) on 23 November 2022, 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

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.

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BY EMAIL admin@advancedshare.com.au

IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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