MYECO GROUP LTD — AGM Information 2021

Oct 28, 2021

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28 October 2021

Dear Shareholders

Annual General Meeting – Notice of Meeting & Proxy Form

Notice is hereby given that the Annual General Meeting (Meeting) of shareholders of SECOS Group Limited (Company) (ASX: SES) will be held virtually on Tuesday 30 November 2021 at 1000 am AEDT.

In accordance with section 5(f) of the Corporations (Coronavirus Economic Response) Determination (No.3) 2020 (Cth), the Company will not be sending a hard copy of the notice of Meeting (Notice) to Shareholders. Instead, a copy of the Notice will be made available electronically as follows:

• via the Company’s website at www.secosgroup.com.au/investors/media/announcements; and

• via the ASX page at www.asx.com.au/asx/share-price-research/company/SES; and

• if you have nominated an email address and have elected to receive electronic communications from the Company, via the electronic link that is sent to your nominated email address.

While the Board would like to host all Shareholders in person, in order to minimize the risk to Shareholders, the Board has determined that the meeting will be conducted online. Details regarding how to participate in the virtual meeting are contained in the Notice.

If you are unable to access the Notice through the above means or for any other reason, please contact the Company Secretary on +61433369997 or at etern@secosgroup.com.au between 9:00am to 5:00pm (AEDT) on Monday to Friday to arrange to access a copy of the Notice.

For and on behalf of The Board of SECOS Group Limited

Edmond TERN Company Secretary SECOS Group Limited

SECOS Group Limited (ASX: SES) ACN 064 755 237 Level 3, 302 Burwood Road, Hawthorn, VIC 3122 Australia t: +613 8566 6800 e: info@secosgroup.com.au www.secosgroup.com.au

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SECOS GROUP LIMITED (ABN 89 064 755 237)

NOTICE OF ANNUAL GENERAL MEETING

Time: 1000 AEDT (10:00 am Melbourne time) Date: Tuesday, 30 November 2021 Venue: Virtually

Due to the COVID-19 pandemic, the Annual General Meeting will be held virtually to comply the Australian Government regulations on gatherings and to ensure the health and safety of shareholders and meeting attendees. Accordingly, shareholders are encouraged to vote by directed proxy in lieu of attending the meeting.

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 +61 433 369 997.

2021 SECOS Notice of Meeting

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SECOS GROUP LIMITED

(ABN 89 064 755 237)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (“ AGM ” or “ Annual General Meeting ”) of Shareholders of SECOS Group Limited (ABN 89 064 755 237) (ASX: SES) (“ SECOS ” or the “ Company ”) will be held virtually on Tuesday 30 November 2021 at 10:00 am (AEDT) for the purposes of transacting the following business.

The Explanatory Memorandum and Proxy Form accompanying this Notice of Annual General Meeting are hereby incorporated in and comprise part of this Notice of Annual General Meeting.

AGENDA

FINANCIAL STATEMENTS, DIRECTORS’ REPORT, AND AUDITOR’S REPORT

To receive and consider the Financial Statements, the Directors’ Report, and the Independent Auditor’s Report for the Company for the financial year ended 30 June 2021 (“ Annual Report ”).

An electronic copy of the Annual Report is available to download or view on the Company’s website at: https://secosgroup.com.au/wp-content/uploads/2021/08/SECOS-Annual-ReportFY2021.pdf

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

- RESOLUTION 1: ADOPTION OF REMUNERATION REPORT (NON BINDING)

To consider and, if thought fit, to pass, the following non-binding resolution as an Ordinary Resolution :

“That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Remuneration Report for the financial year ended 30 June 2021, as set out in the Directors’ Report of the Annual Report of the Company on pages 15 to 18, be adopted.”

Note: The vote on this Resolution 1 is advisory only and does not bind the Company or the Directors.

Voting Prohibition Statement

In accordance with section 250R(4) of the Corporations Act 2001 (Cth), a vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1 (as set out above), and either:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or

2021 SECOS Notice of Meeting

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• (b) the person is the Chairman of the Meeting, and the appointment of the Chairman as proxy:

• (i) does not specify the way the proxy is to vote on Resolution 1; and

• (ii) expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chairman intends to vote all available proxies in favour of Resolution 1.

RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR DAVID WAKE

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

“That Mr David Wake, who retires as a Director of the Company by rotation in accordance with ASX Listing Rule 14.4 and clause 4.3 of the Company’s Constitution, and being eligible for reelection, be re-elected as a Director of the Company.”

Further details in respect of Resolution 2 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

The Chairman intends to vote all available proxies in favour of Resolution 2.

RESOLUTION 3: APPROVAL OF ADDITIONAL PLACEMENT CAPACITY UNDER ASX LISTING RULE 7.1A

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

“That, pursuant to and in accordance with Listing Rule 7.1A, and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• (a) any person who is expected to participate in, or who will obtain a material benefit as a result of the issue of Equity Securities under Listing Rule 7.1A (except a benefit solely in the capacity of a holder of Shares the proposed issue); or

• (b) any associate of that person (or those persons).

However, the Company will not disregard a vote if:

• (c) if it is cast by a person as proxy or attorney for a person who is entitled to vote, in accordance with directions on the Proxy Form;

2021 SECOS Notice of Meeting

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• (d) if it is cast by the Chairman of the Annual General Meeting as proxy or attorney for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or

• (e) it is cast by 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.

The Chairman intends to vote all available proxies in favour of Resolution 3.

RESOLUTION 4: AMENDMENT TO CONSTITUTION

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

“That for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Constitution be amended by deleting clause 3.5(b) and substituting a new clause in its place, and inserting new clauses 3.3(f) and 3.7(n) into the Constitution, on the basis set out in the Explanatory Memorandum.”

Further details in respect of Resolution 4 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

The Chairman intends to vote all available proxies in favour of Resolution 4.

An explanation of the proposed Resolutions 1 to 4 is set out in the Explanatory Memorandum, which forms part of this Notice of Meeting.

2021 SECOS Notice of Meeting

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ENTITLEMENT TO ATTEND AND VOTE AT MEETING

Changes to meeting procedure due to COVID-19

The Board advises that due to the changing restrictions on public gatherings in relation to COVID-19 and in the interests of the health and safety of all those attendees, the Company is proposing to only allow shareholders to attend the Company's Annual General Meeting by virtual means, and accordingly the AGM will be held as a fully virtual meeting via www.advancedshare.com.au/virtual-meeting.

The Meeting ID and password to allow full access to the AGM can be found in the proxy form despatched to each Shareholder separately.

In order to vote at the meeting, shareholders, proxyholders, corporate representatives and holders of powers of attorney must also log on to the www.advancedshare.com.au/virtualmeeting.

Entitlement to attend and vote at the Annual General Meeting

All members may attend the Annual General Meeting. The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations that for the purposes of voting at the meeting, shares will be taken to be held by the persons who are registered as the holders of those shares as at 7 pm (AEDT) on Sunday 28 November 2021 . Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the meeting.

Voting electronically

Shareholders are advised that all resolutions will be decided on a poll. Please note that you are strongly encouraged to lodge Proxy Forms prior to the due date specified below.

Shareholders and proxyholders will be able to vote at the meeting online via the www.advancedshare.com.au/virtual-meeting platform:

• (a) visiting www.advancedshare.com.au/virtual-meeting on a smartphone, tablet or computer (using the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox); and

• (b) entering the unique Meeting ID found in Proxy Form.

• (c) entering your unique shareholder ID

If votes are not cast prior to meeting, polling can take place at the meeting upon Chairman’s announcement. For full details on voting and access to the meeting, please refer to the proxy form provided separately.

Shareholders with multiple holdings will either need to log into the www.advancedshare.com.au/virtual-meeting platform separately under each SRN or HIN to cast their vote whilst the poll is open during the Meeting or cast their vote by lodging a Proxy Form by the submission date specified below.

Participation in the meeting

Shareholders are strongly encouraged to submit any questions they may have of the Company in writing to the Company Secretary at etern@secosgroup.com.au by 1700 AEDT on Sunday 28 November 2021.

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Due to the difficulties of having a large number of attendees on a webcast, participants wishing to participate or ask question directly via audio will submit a request through the Advanced Share Registry hosting platform at the appropriate time, and at all other times will be on listen-only mode to ensure all attendees receive all the information can participate in real time.

Technical Difficulties

Technical difficulties may arise during the course of the Meeting. The Chairman has discretion as to whether and how the Annual General Meeting should proceed in the event that a technical difficulty arises. In exercising his or her discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected.

Where the Chairman considers it appropriate, the Chairman may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a Proxy Form by Sunday 10:00 am (AEDT) on 28 November 2021, even if they plan to attend the Meeting online.

PROXIES

Appointing a proxy

Members are entitled to appoint up to two proxies to act generally at the Annual General Meeting on their behalf, and to vote in accordance with their directions on the Proxy Form. A proxy need not be a Member. A personalised Proxy Form is attached to this Notice of Annual General Meeting.

Where two proxies are appointed, each proxy can be appointed to represent a specified proportion or number of the votes of the member. If no number or proportion of votes is specified, each proxy may exercise half of the member’s votes. Neither proxy is entitled to vote on a show of hands if more than one proxy attends the Annual General Meeting.

If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each resolution by marking the appropriate boxes on the Proxy Form.

Completed Proxy Forms (together with any authority under which the Proxy Form was signed, or a certified copy of the authority) must be returned by Sunday 10:00 am (AEDT) on 28 November 2021.

• by mail to Share Registry

Advanced Share Registry

PO Box 1156, Nedlands, Western Australia 6909

• personally, to Share Registry

Advanced Share Registry

110 Stirling Highway, Nedlands, Western Australia 6009

• by email: admin@advancedshare.com.au

• by email: etern@secosgroup.com.au

Further instructions are on the reverse of the Proxy Form.

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Undirected Proxies and Voting Restrictions

Where permitted, the Chairman of the Annual General Meeting will vote undirected proxies in favour of all the Resolutions. This will be on the basis that the Proxy Form expressly authorises the Chairman to vote undirected proxies even if the resolution is connected directly or indirectly with the remuneration of the Company’s Key Management Personnel.

If you appoint a Director (other than the Chairman of the meeting), or any of the Company’s other Key Management Personnel or a Closely Related Party of that person, as your proxy and do not direct your proxy how to vote on Resolution 1 the proxy will not be permitted to vote as your proxy on those resolutions. Accordingly, if you want your vote to be counted on those Resolutions, you should direct your proxy how to vote in respect of those Resolutions.

Corporate representation

A corporation which is a member, or which has been appointed a proxy, may appoint an individual to act as a representative to vote at the Annual General Meeting. The appointment must comply with section 250D of the Corporations Act 2001 (Cth). The representative should bring to the Annual General Meeting evidence of his or her appointment unless it has previously been provided to the Share Registry.

The accompanying Explanatory Memorandum and Proxy Form including voting instructions form part of this Notice of Annual General Meeting.

By Order of the Board of

SECOS Group Limited

Edmond Tern

Company Secretary

Dated: 28 October 2021

2021 SECOS Notice of Meeting

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

This Explanatory Memorandum accompanies and forms part of the SECOS Group Limited (ABN 89 064 755 237) (ASX: SES) (“ SECOS ” or the “ Company ”) Notice of Annual General Meeting to be held virtually on Tuesday 30 November 2021 at 10:00 am ( AEDT ). The Notice of Annual General Meeting should be read together with this Explanatory Memorandum.

BUSINESS

- RESOLUTION 1: ADOPTION OF REMUNERATION REPORT (NON BINDING)

Background

As required by section 317 of the Corporations Act 2001 (Cth), the Financial Report, Directors' Report and the Auditor's Report of the Company for the financial year ended 30 June 2021 will be laid before the Annual General Meeting. The Remuneration Report is included in the Directors’ Report contained in the Company’s 2021 Annual Report at pages 14 to 16 inclusive.

Shareholders may access the Company’s 2021 Annual Report by visiting the Company’s website (www.secosgroup.com.au) or may order a hard copy of the 2021 Annual Report by emailing the Company Secretary at etern@secosgroup.com.au.

The Remuneration Report:

• (a) explains the Board’s policy for determining the nature and amount of remuneration of executive Directors and senior management of the Company;

• (b) explains the relationship between the Board’s remuneration policy and the Company’s performance;

• (c) sets out remuneration details for each Director and the most highly remunerated senior management of the Company; and

• (d) details and explains any performance conditions applicable to the remuneration of executive Directors and senior management of the Company.

Pursuant to section 250R(2) of the Corporations Act 2001 (Cth), at the Annual General Meeting, the Company must propose a resolution that the Remuneration Report be adopted.

The purpose of Resolution 1 is to seek Shareholder approval to adopt the Remuneration Report.

Section 250R (3) of the Corporations Act 2001 (Cth) provides that Resolution 1 is advisory only and does not bind the Directors of the Company.

However, under the Corporations Act 2001 (Cth), where a resolution on the Remuneration Report receives a ’no’ vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to shareholders at the second annual general meeting a further resolution (the ‘spill resolution”) on whether another meeting (known as a ‘spill meeting’) should be held (within 90 days) at which all Directors (other than the Executive Director and any directors appointed since the applicable Directors’ Report was approved by the Board) who were in office at the date of approval of the applicable Directors’ Report must stand for re-election.

2021 SECOS Notice of Meeting

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

If the spill resolution is approved at the annual general meeting by a simple majority of 50% or more of the eligible votes cast, the spill meeting must be held within 90 days of that second annual general meeting to consider the composition of the Board.

The Company’s 2020 Remuneration Report did not receive a “no” vote of 25% or more when it was tabled at the 2020 annual general meeting.

The Chairman of the Annual General Meeting, in accordance with section 250SA of the Corporations Act 2001 (Cth), will give Shareholders a reasonable opportunity at the Meeting to ask questions about, and make comments on, the Remuneration Report and the Company’s remuneration arrangements.

Voting exclusion statement

For the purposes of the voting exclusion statement in the Notice of Meeting accompanying the Explanatory Memorandum:

• (a) Key Management Personnel of the Company and its subsidiaries are those persons having authority and responsibility for planning, directing and controlling the activities of the Company and its subsidiaries either directly or indirectly. The Key Management Personnel of the Company and its subsidiaries during the year ended 30 June 2021 are listed in the Annual Financial Report of the Company.

• (b) A Closely Related Party of a member of the Key Management Personnel for the Company and its subsidiaries means:

• (i) a spouse or child of the member;

• (ii) a child of the member’s spouse;

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

• (iv) 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 dealings with the entity; or

• (v) a company the member controls.

The Company will also apply these voting exclusions to persons appointed as attorney by a Shareholder to attend and vote at the Meeting under a power of attorney, on the basis that references to persons attending and voting are read as references to persons attending and voting and references to an instrument under which the proxy is appointed are read as references to the power of attorney under which the attorney is appointed.

Directors’ Recommendation

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

The Chairman intends to exercise all undirected proxies in favour of Resolution 1.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR DAVID WAKE

Background

In accordance with ASX Listing Rule 14.4 and clause 4.3 of the Company’s Constitution, at every annual general meeting one third of the Directors for the time being must retire from office and are eligible for re-election.

The following is the background of the Director who is seeking re-election:

Mr David Wake

Appointed 16 July 2018. David held a number of positions in the USA at Imperial Chemical Industries’ (ICI) multi-billion-dollar specialty chemical subsidiary, National Starch and Chemical Co, including Finance Director for the Specialty Synthetic Polymer division, Senior Director of Financial Planning and Reporting, and ultimately Vice President Finance in the company’s New Jersey head office. He also spent two years in London as Director of Strategy and Performance at ICI’s corporate head office. David was Chief Financial Officer for polymer banknote company Innovia Security between 2010 to 2017.

David has a B. Ec. from Monash University.

The purpose of Resolution 2 is to re-elect Mr David Wake, who retires and seeks re-election in accordance with clause 4.3 of the Company’s Constitution.

Directors’ Recommendation

The Directors (other than the relevant Director in relation to his own re-election) unanimously recommend that members vote in favour of Resolution 2.

The Chairman intends to exercise all undirected proxies in favour of Resolution 2.

RESOLUTION 3: APPROVAL OF ADDITIONAL PLACEMENT CAPACITY UNDER

ASX LISTING RULE 7.1A

Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

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

The Company is an eligible entity for the purposes of Listing Rule 7.1A as it is not included in the S&P /ASX 300 Index and has a market capitalisation of approximately $160 million as at 1 October 2021.

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an Equity Security.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing class of quoted Equity Securities. As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: SES).

The Company is now seeking Shareholder approval by way of a Special Resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 12.2(b) below).

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the period up to 12 months after the Annual General Meeting without a further requirement to obtain the prior approval of Shareholders.

If Shareholders approve Resolution 3, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2. If Resolution 3 is not passed, the issue of the Equity Securities under the 10% Placement Facility will be included in calculating the Company’s 10% limit, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

ASX Listing Rule 7.1A

Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a Special Resolution at an annual general meeting.

(a) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

(b) Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

• A is the number of fully paid ordinary securities on issue at the commencement of the 12 month period immediately preceding the date of issue or agreement ( Relevant Period ):

• plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

• plus the number of fully paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

• the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or

• 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 Listing 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 these rules to have been approved, under Listing Rule 7.1 or 7.4;

• plus the number of any other fully paid ordinary securities issued in the Relevant Period with approval under Listing Rule 7.1 or 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.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

• D is 10%

E is the number of Equity Securities under or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rules 7.1 or 7.4.

Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 535,901,862 ordinary shares and has a capacity to issue:

• (a) no further Equity Securities under ASX Listing Rule 7.1 subject to Shareholder approval being obtained; and

• (b) subject to Shareholder approval being obtained under Resolution 3, a further 53,590,186 Equity Securities under ASX Listing Rule 7.1A.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section above).

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (a) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;

• (b) the time and date of the entity’s next annual general meeting; or

• (c) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX (“ 10% Placement Period ”). The Equity Securities will be issued within the 10% Placement Period.

Information required by ASX Listing Rule 7.3A

ASX Listing Rule 7.3A sets out a number of matters which must be included in a notice of meeting seeking an approval under ASX Listing Rule 7.1A. The following information is provided for the purposes of ASX Listing Rule 7.3A:

(a) Minimum Issue Price

The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company’s Equity Securities over the 15 ASX trading days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 10 ASX trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b) Potential risk of economic and voting dilution

If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the table below. There is a risk that:

• (i) the market price for the Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Equity Securities on the issue date,

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

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

The table below also shows the dilution of existing Shareholders on the basis of the current market price of Shares (as at 1 October 2021) and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice of Meeting.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placement under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price of $0.30 as at 1 October 2021.

Variable “A” in Listing Rule 7.1A.2			Dilution
		50% decrease in Current Issue Price $0.15	Current Issue Price $0.30	100% increase in Current Issue Price $0.60
535,901,862 Current Variable “A”	10% Voting dilution	53,590,186 Ordinary Shares	53,590,186 Ordinary Shares	53,590,186 Ordinary Shares
	Funds raised	$8,038,528	$16,077,056	$32,154,112
803,852,793 50% increase in current Variable “A”	10% Voting dilution	80,385,279 Ordinary Shares	80,385,279 Ordinary Shares	80,385,279 Ordinary Shares
	Funds raised	$12,057,792	$24,115,584	$48,231,167
1,071,803,724 100% increase in current Variable “A”	10% Voting dilution	107,180,372 Ordinary Shares	107,180,372 Ordinary Shares	107,180,372 Ordinary Shares
	Funds raised	$16,077,056	$32,154,112	$64,308,223

The table has been prepared on the following assumptions:

• The current issue price is $0.30, being the closing price of the Company’s Shares on the ASX on 1 October 2021.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• The 10% dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• The table 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.

• The issue of Equity Securities under the 10% Placement Facility consists only of ordinary shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

(c) Timing of potential issue

The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).

(d)

Purpose of potential issue

The Company seeks to issue the Equity Securities for cash consideration and intends to use the funds raised for capital expenditure, inventory and receivables and general operating expenses in the Group.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) upon issue of any Equity Securities.

(e) Allocation Policy under 10% Placement Facility

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

• the purpose of the issue;

• alternative methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• the effect of the issue of the Equity Securities on the control of the Company;

• the circumstances of the Company, including, but not limited to, the financial situation and solvency of the Company;

• the prevailing market conditions; and

• advice from corporate, financial and broking advisers (if applicable).

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice of Meeting but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

(f) Previous approval under Listing Rule 7.1A

For the purposes of ASX Listing Rule 7.3A.6 the following information is provided:

• The Company obtained Shareholder approval for the 10% Placement Capacity at its 2020 Annual General Meeting.

• The table below shows the total number of Equity Securities issued in the past 12 months preceding the date of the Annual General Meeting and the percentages those issues represent of the total number of Equity Securities on the issue at the commencement of the 12 month period.

Equity Securities issued in the prior 12 month period	10,902,920 ordinary shares No share was issued under 10% placement capacity.
Percentage previous issues represent of total number of Equity Securities on issue at commencement of 12 month period	2.1%

The table below along with notes set out specific details for each issue of Equity Securities that have taken place in the 12 month period preceding the date of the Annual General Meeting.

Date	Number of Equity Securities Issued	Class of Equity Securities Issued	To whom Equity Securities were issued	Issue Price	Cash Consideratio n	Usage of funds
26-Nov-20	7,716,000	Ordinary Shares	Placement shares to related parties post AGM’s approval	$0.17	$1,311,720	Working capital
26-Nov-20	811,920	Ordinary Shares	Placement shares to related parties post AGM’s approval	$0.17	$138,026	Working capital
11-May-21	2,375,000	Ordinary Shares	Options exercised	$0.060	$142,500	Working capital
Total	10,902,920	Ordinary Shares

2021 SECOS Notice of Meeting

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

(g) Listing Rule 7.1A.4

When the Company issues Equity Securities pursuant to the 10% Placement Facility, it must:

• (i) state in its announcement of the proposed issue under Listing Rule 3.10.3 or in its application for quotation of the Equity Securities under Listing Rule 2.7 that the Equity Securities are being issued under Listing Rule 7.1A; and

• (ii) give to ASX immediately after the issue a list of names of the persons to whom the entity issued the Equity Securities and the number of Equity Securities issued to each (not for release to the market).

Voting Exclusion

A voting exclusion statement is included in the Notice of Meeting. As at the date of the Notice of Meeting, the Company has not approached any existing Shareholder or security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

The Chairman intends to vote all available proxies in favour of Resolution 3.

RESOLUTION 4: AMENDMENT TO CONSTITUTION

Background

Pursuant to section 136(2) of the Corporations Act, the Company may modify a provision of its constitution by special resolution. The Company seeks the approval of Shareholders to amend its constitution to facilitate the participation of Shareholders in meetings by virtual and electronic means.

Electronic provision of notices of meeting and proxies

Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 (“ Determination ”), which expired in March 2021, permitted a notice of meeting and any other information provided with that notice to be communicated using technology. For example, companies were permitted to:

• (a) send members an email setting out or attaching a notice of a meeting and other material relating to that meeting;

• (b) provide a link to where the notice and other material can be viewed or downloaded, for example the company’s website or announcements on the ASX webpage; and

2021 SECOS Notice of Meeting

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

• (c) in circumstances where the company did not possess the email addresses of certain members, send a brief letter or postcard detailing a URL for viewing or downloading the notice and other materials.

The Board considers that it is appropriate to have the ability to makes notices of meeting and proxy forms available electronically notwithstanding the currency of a specific determination, unless the law provides otherwise, and that the Company’s ability to facilitate this process be further clarified in the Constitution.

The Company intends, subject to Shareholder approval, to insert a new clause 3.3(f) into the Constitution as follows:

“3.3(f) Access to Notices

Subject to the Corporations Act and other applicable law, notices (including a notice of a general meeting and proxy form), for the purposes of complying with clause 12.1 and all other purposes:

• (i) need not be provided physically in writing to a Member;

• (ii) may be provided to Members using one or more technologies to communicate the contents; and

• (iii) may be provided to Members using one or more technologies to communicate details of an online location where they can be viewed or downloaded.”

The new clause is to be inserted immediately after the existing clause 3.3(e).

Virtual meetings and direct voting

Virtual meetings are those which are held entirely online utilising audio or audio and visual communication technology. Meetings may also be convened where a component is held in a physical location and individuals who cannot or do not wish to attend in person can participate by virtual means, which are referred to as hybrid meetings. This Annual General Meeting is a virtual meeting.

Further, on 25 June 2021, the Commonwealth Government released exposure draft legislation for consultation entitled Treasury Laws Amendment (Measures for Consultation) Bill 2021: Use of technology for meetings and related amendments (“ Exposure Draft Bill ”) relating to permanent changes in respect of electronic execution of company documents, distribution of meeting-related materials and use of technology in meetings. If implemented, among other things, this legislation will provide that virtual meetings are only able to be held by a company where the constitution expressly requires or permits that form of meeting.

The Board considers that it is desirable to maintain the concept of the Determination and prepare for compliance with the Exposure Draft Bill (subject to its implementation) that allows for the virtual framework for the conduct of meetings and the Company intends, subject to Shareholder approval, to delete clause 3.5(b) of the Constitution and substitute in its place the following:

“ 3.5(b) Use of technology

Notwithstanding anything else contained in this Constitution but subject always to the Corporations Act:

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

• (i) subject to any applicable law:

• (A) the Company may hold a meeting of its Members using any technology approved by the Directors that gives the Members as a whole a reasonable opportunity to participate and enables them to vote on a show of hands, on a poll or via a direct vote, as the case may require; and

• (B) a meeting conducted using such technology may be:

  • (1) held at one or more physical venues; or

  • (2) not held at any specified physical venue and held as a wholly virtual meeting,

and participation in such a meeting will constitute presence as if in person at such a meeting;

• (ii) if the Directors elect to use technology for a general meeting of the Company, the Directors will determine the type of technology to be used, and details of the technology that will be used to facilitate the holding of the meeting as approved by the Directors must be set out in the notice of meeting;

• (iii) if before or during a meeting of Members any technical difficulty occurs such that the Members as a whole do not have a reasonable opportunity to participate, the Chairman may:

• (A) adjourn the meeting for a reasonable period until the technical difficulty is remedied; or

• (B) where a quorum remains present (either at the place at which the Chairman is present or by technology as contemplated by this clause 3.5) and able to participate, continue the meeting (subject to the Corporations Act);

• (iv) in this Constitution a reference to a Member, Representative or other person being ‘present’ or ‘attending’ means that Member, Representative or person being present or attending in person or by proxy or attorney (and, for the avoidance of doubt, includes any of those persons attending a general meeting using technology approved by the Directors in accordance with this Constitution and specified in the notice of meeting); and

• (v) nothing in this clause 3.5 is to be taken to limit the powers conferred on the Chairman by law. ”

The Board further considers that it is appropriate to specifically provide for virtual participation of Shareholders through direct voting if determined by the Directors as appropriate for the relevant meeting. Direct voting permits Shareholders to exercise their voting rights by lodging their vote before or during the meeting online, by post or other means approved by the Directors. Direct voting enables Shareholders to lodge a direct vote without having to attend the meeting or appoint a proxy.

Accordingly, the Company intends, subject to Shareholder approval, to insert a new clause 3.7(n) into the Constitution as follows:

2021 SECOS Notice of Meeting

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

“ 3.7(n) Direct Voting

Subject to clause 3.5(b), the Directors may determine that direct voting may occur in relation to a meeting of Members, on the basis that:

• (i) the notice convening the meeting refers to the main regulations, rules and procedures governing how the direct voting is to be conducted;

• (ii) a Member who is entitled to attend and vote on a resolution at that meeting is entitled to cast that vote as a direct vote in a manner which does not require the Member to be present;

• (iii) the direct vote can be made by the Member notifying the Company of the Member's vote by post, any online or electronic voting system or any other means approved by the Directors; and

• (iv) if a member casts a vote as a direct vote in accordance with this Constitution and any relevant regulations, rules and procedures, the direct vote will be as valid and binding for all intents and purposes as if the Member had attended the meeting and cast a vote at the meeting.”

The new clause is to be inserted immediately after the existing clause 3.7(m).

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

The Chairman intends to vote all available proxies in favour of Resolution 4.

OTHER MATTERS

The Directors are not aware of any other information that:

• (a) is reasonably required by members in order to decide whether it is in the Company’s interests to pass each of the proposed Resolutions; or

• (b) is known to the Company or to any of its Directors that has not previously been disclosed either direct to members or generally to the market in accordance with the Company’s continuing disclosure obligations under the ASX Listing Rules.

2021 SECOS Notice of Meeting

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

GLOSSARY

In this Notice and the Explanatory Memorandum:

• $ means Australian Dollars.

• 10% Placement Facility has the meaning given in the explanatory note to Resolution 3.

• 10% Placement Period has the meaning given in the explanatory note to Resolution 3.

• AEDT means Australian Eastern Daylight-Saving Time, being the time in Melbourne, Victoria, Australia.

• Annual General Meeting , AGM or Meeting means the annual general meeting proposed in this Notice of Meeting.

• Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect to the financial year ended 30 June 2021.

• ASIC means Australian Securities and Investments Commission.

• Associate has the same meaning as in the Corporation Act.

• ASX means ASX Limited or the Australian Securities Exchange, as the context requires.

• ASX Listing Rules and Listing Rules means the listing rules of the ASX.

• Auditor means the auditor of the Company.

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

• Board means the Directors of the Company as at the date of this Notice of Meeting.

• Chair and Chairman means the person appointed to chair the Meeting.

• Closely Related Party has the meaning given in section 9 of the Corporations Act.

• Company and SECOS means SECOS Group Limited (ACN 064 755 237).

• Constitution means the constitution of the Company as at the commencement of the Meeting.

• Corporations Act means the Corporations Act 2001 (Cth).

• Corporations Regulations means the Corporations Regulations 2001 (Cth).

• Director means a director of the Company.

• Equity Securities has the meaning as in the ASX Listing Rules.

• Explanatory Memorandum means the explanatory memorandum to the Notice of Meeting.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

• Financial Report means the annual financial report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

• Group means the Company and subsidiaries as that term is defined by the Corporations Act.

• Key Management Personnel or KMP means key management personnel as identified in the Remuneration Report for the financial year ended 30 June 2021.

• Executive Director means the Executive Director of the Company.

• Option means an option which entitles the holder to subscribe for a Share in the Company.

• Notice or Notice of Meeting means this notice of Annual General Meeting.

• Proxy Form means the proxy form attached to the Notice of Meeting.

• Remuneration Report means the remuneration report contained in the Company’s 2021 Annual Report.

• Resolution means a resolution contained in this Notice of Meeting.

• Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

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

• Shareholder means a shareholder of the Company.

• Special Resolution means a resolution requiring the approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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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.

Important Note: Due to the ongoing COVID-19 pandemic and uncertainty regarding the level of travel restrictions around the time of the meeting, the Company has determined that Shareholders will only be able to attend and participate in the meeting through an online platform provided by Advanced Share Registry.

2021 ANNUAL GENERAL MEETING PROXY FORM

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

APPOINT A PROXY

The Chairman of  PLEASE NOTE: If you leave the section blank, OR the Meeting 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 held virtually on 30 November 2021 at 10:00 am Melbourne time 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 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 Chairman.

VOTING DIRECTIONS

	VOTING DIRECTIONS
	Resolutions For Against	Abstain*
STEP 2	1 Adoption of Remuneration Report (Non-Binding) ◼ ◼ 2 Re-election of Director – Mr David Wake ◼ ◼ 3 Approval of Additional Placement Capacity under ASX Listing Rule 7.1A ◼ ◼	◼ ◼ ◼
	4 Amendment to Constitution ◼ ◼	◼
	* 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 Company Secretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholder 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.

SECOS GROUP LIMITED - ANNUAL GENERAL MEETING

Due to the ongoing COVID-19 pandemic and uncertainty regarding the level of travel restrictions around the time of the meeting, the Company has determined that Shareholders will only be able to attend and participate in the Meeting through an online platform provided by Advanced Share Registry.

To facilitate such participation, voting on each Resolution will occur by a poll rather than a show of hands.

A live webcast and electronic voting via www.advancedshare.com.au/virtual-meeting will be offered to allow Shareholders to attend to the Meeting and vote online. Please refer to the Meeting ID and Shareholder ID on the proxy form to login to the website.

Shareholders may submit questions ahead of the Meeting via the portal.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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.

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 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 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.

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 10:00 am Melbourne time on 28 November 2021, 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

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.

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

BY FAX +61 8 6370 4203 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.