NEOMETALS LTD — AGM Information 2019

Oct 16, 2019

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Neometals Ltd ABN 89 099 116 631 (the ‘Company’)

Notice of annual general meeting

Notice is given that the 2019 annual general meeting of the Company will be held at 3:00pm (Perth time) on 20 November 2019 at the Parmelia Hilton, 14 Mill Street, Perth, Western Australia.

Agenda items

Ordinary business

1 Financial reports

To receive and consider the financial report of the Company and the reports of the Directors and auditors for the year ended 30 June 2019.

Shareholders are invited to ask questions or make comments on these reports. A representative of the Company’s auditor is anticipated to be at the AGM to respond to any questions raised of the auditor or on the auditor’s report in accordance with the Corporations Act.

2 Election of Directors

To consider and, if thought fit, to pass, respectively as separate and independent ordinary resolutions each of the following:

Resolution 1

That David Reed, being a Director who retires by rotation in accordance with the Constitution and the Listing Rules and, being eligible, offers himself for reelection as a Director, is re-elected as a Director.

Resolution 2

That Natalia Streltsova, being a Director who retires by rotation in accordance with the Constitution and the Listing Rules and, being eligible, offers herself for re-election as a Director, is re-elected as a Director.

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3 Remuneration report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Resolution 3

That the remuneration report for the year ended 30 June 2019 be adopted.

Note: The remuneration report is set out in the 2019 annual report of the Company. In accordance with the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion statement

The Company will disregard any votes cast on the adoption of the remuneration report:

 by or on behalf of a member of the KMP as disclosed in the remuneration report;  by or on behalf of a Closely Related Party (such as close family members and any controlled companies) of a member of the KMP; or  as a proxy by a member of the KMP or their Closely Related Parties,

unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the proxy form or by the Chairman of the AGM pursuant to an express authorisation to exercise the proxy.

Explanatory materials

Shareholders are referred to the explanatory materials of which this Notice of Meeting forms part.

The meanings of the terms used in this Notice of Meeting are set out in the explanatory memorandum, unless the context otherwise requires.

Entitlement to vote

It has been determined that under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the AGM, Neometals Shares will be taken to be held by the persons who are the registered holders at 7:00pm (Sydney time) on 18 November 2019. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Chairman

Steven Cole will act as Chairman of the AGM (and, if Steven Cole is unable to attend, another Director will act as Chairman of the AGM).

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Proxies

• (a) Votes at the AGM may be given personally or by proxy, attorney or representative.

• (b) A proxy need not be a Shareholder of the Company.

• (c) The proxy form sent with this Notice of Meeting should be used for the AGM. (d) Each Shareholder who is entitled to cast 2 or more votes at the AGM may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder’s votes that each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder’s votes. An additional proxy form will be supplied by the Company on request. No Shareholder may appoint more than 2 proxies.

• (e) In the case of a Shareholder who is an individual, a proxy form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a proxy form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.

• (f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or a certified copy thereof must be received by the Company as set out in paragraph (l) below.

• (g) Any corporation that is a Shareholder of the Company may appoint a representative to attend and vote for that corporation at the AGM. Appointments of corporate representatives must be received by the Company as set out in paragraph (l) below or handed in at the AGM when registering as a corporate representative.

• (h) Any directed proxies that are not voted on a poll at the AGM by a Shareholder’s appointed proxy will automatically default to the Chairman of the AGM, who is required to vote proxies as directed on a poll.

• (i) Members of the KMP (which includes each of the Directors) will not be able to vote as proxy on Resolution 3 unless the Shareholder directs them how to vote or, in the case of the Chairman of the AGM, unless the Shareholder expressly authorises him to do so.

• (j) If a Shareholder intends to appoint a member of the KMP (other than the Chairman of the AGM) as their proxy, the Shareholder should ensure that they direct the member of the KMP how to vote on Resolution 3.

• (k) If a Shareholder intends to appoint the Chairman of the AGM as their proxy for Resolution 3, Shareholders can direct the Chairman how to vote by marking one of the boxes for Resolution 3 (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If a Shareholder does not direct the Chairman how to vote, then by submitting the proxy form, the Shareholder will be expressly authorising the Chairman to exercise the proxy in respect of Resolution 3 even though it is connected to the remuneration of members of the KMP.

• (l) Proxy forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be received by the Company by 3:00pm (Perth time) on 18 November 2019 as follows:

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At the Company’s share registry:

(1) by post to the Company’s share registry: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

• (2) by facsimile to the Company’s share registry:

1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

At the Company’s registered office:

• (3) by hand delivery to the Company’s registered office: Level 3, 1292 Hay Street West Perth WA 6005 Australia

• (4) by post to the Company’s registered office: Locked Bag 8 West Perth WA 6872 Australia

• (5) by facsimile to the Company’s registered office: +61 8 9321 0556

• (6) by email to the Company Secretary

• cosec@neometals.com.au.

Online

Alternatively, Shareholders can register their proxy voting instructions online at www.investorvote.com.au by 3:00pm (Perth time) on 18 November 2019 . Please refer to the enclosed proxy form for more information about submitting proxy voting instructions online.

Mobile

Alternatively, Shareholders can vote using their mobile phone by scanning the QR Code on the proxy form and following the prompts.

Custodians and nominees

Custodians and nominees are able to vote online at www.intermediaryonline.com.

BY ORDER OF THE BOARD OF DIRECTORS

Jason Carone Company Secretary 17 October 2019

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Explanatory materials and glossary

1 Explanatory materials

1.1 Item 2: Election of Directors

Resolution 1: Re-election of David Reed

As required by the Constitution and the Listing Rules, David Reed retires as a Director by rotation and, being eligible, offers himself for re-election.

David Reed is a Fellow of CPA Australia with over 45 years’ experience in stock broking and corporate management. From 1985 to 1997 Mr. Reed was chairman of stockbroking firm Eyres Reed Ltd until its sale to CIBC World Markets in 1997 at which time he became Chairman of CIBC Australia, a position he held until 2003. Mr. Reed has served as chairman of several ASX listed mineral exploration companies and served as Chairman of Neometals Ltd since inception in 2001 to 27 November 2015 when he was succeeded by Steven Cole. Mr. Reed is a former chairman of the fund raising committee for the Australian Prospectors and Miners Hall of Fame and secretary of the Amalgamated Prospectors and Leaseholders Association and was a co-founder of the Diggers and Dealers Forum in Kalgoorlie. Mr. Reed received an Order of Australia Medal in 2002 for his service to the community.

Recommendation of Directors

The Directors (with Mr Reed abstaining), after considering the recommendations of the Company’s Nominations Committee, recommend that Shareholders vote in favour of the re-election of Mr Reed. Mr Reed makes no recommendation regarding his re-election.

The Chairman of the AGM intends to vote all available proxies in favour of the re-election of Mr Reed.

Resolution 2: Re-election of Dr. Natalia Streltsova

As required by the Constitution and the Listing Rules, Dr. Natalia Streltsova retires as a Director by rotation and, being eligible, offers herself for re-election.

Natalia Streltsova is a PhD qualified chemical engineer with over 25 years’ experience in the minerals industry, including over 10 years in senior technical and corporate roles with mining majors - WMC, BHP and Vale. Dr Streltsova has considerable international experience covering project development and acquisitions in South America, Africa and the Former Soviet Union. She is currently a Non - Executive Director of Western Areas Limited and Parkway Minerals NL

Recommendation of Directors

The Directors (with Ms Streltsova abstaining), after considering the recommendations of the Company’s Nominations Committee, recommend that Shareholders vote in favour of the re-election of Ms Streltsova. Ms Streltsova makes no recommendation regarding her re-election.

The Chairman of the AGM intends to vote all available proxies in favour of the re-election of Ms Streltsova.

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1.2 Item 3: Remuneration report

Resolution 3: Adoption of remuneration report for year ended 30 June 2019

The remuneration report for the year ended 30 June 2019 is set out in the Company’s 2019 annual report.

The remuneration report sets out the Company's remuneration arrangements for all Directors and certain other executives.

Section 250R(2) of the Corporations Act requires the AGM to include a vote on the adoption of the remuneration report. Under section 250R(3) of the Corporations Act, the vote on the resolution is advisory only and does not bind the Directors or the Company. However, the Directors take the discussion at the Meeting and the outcome of the vote into account when considering the Company’s remuneration practices.

Section 250SA of the Corporations Act requires that a reasonable opportunity be allowed to Shareholders at the AGM to ask questions about, or make comments on, the remuneration report.

If at least 25% of the votes cast on Resolution 3 are voted against adoption of the remuneration report at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution proposing that another general meeting be held within 90 days, at which all of the Directors (other than the Managing Director) would go up for re-election.

Recommendation of Directors

The Directors encourage all Shareholders to vote on the adoption of the remuneration report.

The Chairman of the AGM intends to vote all available proxies in favour of the adoption of the remuneration report.

2 Glossary

The meanings of the terms used in this Notice of Meeting are set out below.

Term	Meaning
AGMorMeeting	the annual general meeting of Neometals that is the subject of the
	Notice of Meeting.
ASIC	the Australian Securities & Investments Commission.
ASX	ASX Limited ABN 98 008 624 691 and, where the context requires,
	the financial market that it operates.
Board	the Neometals Board of Directors.

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Term	Meaning
Business Day	a business day as defined in the Listing Rules.
Closely Related Party	the meaning given in section 9 of the Corporations Act. It includes
	close family members and any controlled companies of a member
	of the KMP.
Constitution	the constitution of the Company.
Corporations Act	the_Corporations Act 2001_(Cth).
Director	a director of Neometals.
Item	an item of business set out in the Notice of Meeting.
KMP	the Company’s key management personnel as defined in AASB
	Standard 124.
Listing Rules	the ASX Listing Rules.
Neometalsor the	Neometals Ltd ABN 89 099 116 631.
Company
Neometals Shareor	an ordinary share in the Company.
Share
Notice of Meeting	the notice of annual general meeting set out in this document.
Shareholder	a registered holder of Neometals Shares.

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

NMT

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 3:00pm (Perth time) Monday, 18 November 2019.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach 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 also 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. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Neometals Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and 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 Neometals Ltd to be held at the Parmelia Hilton, 14 Mill Street, Perth, Western Australia on Wednesday, 20 November 2019 at 3:00pm (Perth time) and at any adjournment or postponement of that meeting.

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 3 (except where I/we have indicated a different voting intention in step 2) even though Resolution 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 3 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

• 1 Re-election of Director David Reed

• 2 Re-election of Director Natalia Streltsova

• 3 Adoption of Remuneration Report

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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