NOVONIX Ltd — Proxy Solicitation & Information Statement 2021

Aug 24, 2021

NOVONIX Limited

(ACN 157 690 830)

Notice of Extraordinary General Meeting

Introduction

Notice is given that an Extraordinary General Meeting of shareholders of NOVONIX Limited (ACN 157 690 830) (the Company ) will be held virtually on 24 September 2021 at 9:00am (AEST) via the online platform at https://agmlive.link/NVXEGM21 (the Meeting ).

Given the significant and ongoing health concerns attributed to the COVID-19 pandemic, and in addition to the guidelines and restrictions issued by the Australian State and Federal governments, the Company considers it necessary to hold the Meeting as a completely virtual meeting. There will not be a physical venue for Shareholders or proxyholders to attend.

The Company will provide Shareholders with the opportunity to attend and participate in the virtual Meeting through an online meeting platform, where Shareholders will be able to watch, listen, ask questions and vote online. Further instructions for attending via the online platform are set out in the Voting Notes below. All Shareholders and proxyholders will have an equal opportunity to participate in the Meeting regardless of their physical location.

Important: The resolutions set out in this Notice should be read together with the accompanying Explanatory Memorandum.

Agenda

Resolution 1 – Ratification of issue of Shares under the Institutional Placement

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

That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue under the Institutional Placement made on 3 March 2021 of 39,700,000 Shares on the terms set out in the Explanatory Memorandum which accompanies this Notice.

Voting exclusion

The Company will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting exclusions' section of the Notes to this Notice.

Resolution 2 – Approval of issue of Shares to Phillips 66

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

That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 77,962,578 Shares to Phillips 66, on the terms and conditions set out in the Explanatory Memorandum which accompanies this Notice.

Voting exclusion

The Company will disregard any votes cast on this resolution by certain persons. Details of the applicable voting exclusions are set out in the 'Voting exclusions' section of the Notes to this Notice.

The attached Explanatory Memorandum is incorporated into and forms part of this Notice. Detailed explanations of the background and reasons for the proposed resolutions are set out in the Explanatory Memorandum.

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NOVONIX Limited

(ACN 157 690 830)

By order of the Board of Directors

Suzanne Yeates Company Secretary

25 August 2021 Dated

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NOVONIX Limited (ACN 157 690 830)

Voting Notes

Eligibility to Vote

Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) permits the Company to specify a time, not more than 48 hours before a general meeting, at which a 'snap-shot' of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Board has determined that the registered holders of fully paid Shares of the Company at 7:00pm (AEST) on 22 September 2021 will be taken to be Shareholders for the purposes of the Meeting and accordingly, will be entitled to attend and vote at the Meeting.

HOW TO VOTE

A Shareholder who is entitled to attend and vote at the Meeting may do so:

• using the online platform;

• by proxy;

• by corporate representative (if the Shareholder is a corporation); or

• by attorney.

ATTENDING AND VOTING AT THE VIRTUAL MEETING

Due to the COVID-19 pandemic and in adhering to current restrictions on physical gatherings implemented by the Australian governments, the Company will not be holding a physical Meeting. Instead, the Company invites Shareholders or proxyholders to attend the Meeting online via https://agmlive.link/NVXEGM21 . Shareholders and proxyholders will be able to view a live webcast of the Meeting, ask the Directors of the Company questions online and submit your votes in real time.

We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

• Enter https: https://agmlive.link/NVXEGM21 into a web browser on your computer or online device;

• Shareholders will need their SRN or HIN (printed at the top of the Proxy Form); and

• Proxyholders will need their proxy code which Link Market Services will provide via email prior to the Meeting.

Online voting will be opened between 15 minutes before the commencement of the Meeting at 9:00 (AEST) on 24 September 2021 and the time that is five minutes after the Chair closes the Meeting.

Shareholders and proxyholders will also be able to participate in the Meeting, including voting and asking questions either online or via telephone. If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.

Please contact Link Market Services on 1800 990 363 or +61 1800 990 363 before 5:00pm on Thursday, 23 September 2021 to obtain a personalised PIN number to ask a question via the telephone.

To ask a question via telephone please dial 1800 870 861 or +61 7 3145 4067 after 8.45am on the day of the Meeting. You will receive instructions on how to ask a question during the Meeting from the phone moderator.

More information about online and phone participation in the Meeting (including asking questions via the virtual platform or phone) is available in the Virtual Meeting Online Guide, included as an annexure to this Notice.

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NOVONIX Limited

(ACN 157 690 830)

Voting by Proxy

An eligible Shareholder can vote at the Meeting or appoint a proxy or, where a Shareholder is entitled to two or more votes, two proxies. Where two proxies are appointed, a Shareholder may specify the number or proportion of votes to be exercised by each proxy appointed. If no number or proportion of votes is specified, each proxy appointed will be taken to exercise half of that Shareholder’s votes (disregarding fractions).

An appointed proxy need not themselves be a Shareholder.

To be valid, the appointment of a proxy (made using a properly completed and executed Proxy Form) must be received by the Company no later than 48 hours before the commencement of the Meeting (i.e. 9:00am on 22 September 2021).

Proxy Forms can be submitted in four ways

• Online by visiting the Company's registry's website ( www.linkmarketservices.com.au ). Please follow the prompts and have your SRN or HIN available

• By mail to:

NOVONIX Limited

c/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235 Australia

• By facsimile to +61 2 9287 0309

• By hand to:

Link Market Services Limited

Level 12, 680 George Street

Sydney NSW 2000

Instructions on how to complete the Proxy Form are on the reverse of the Proxy Form attached to this Notice.

If a Proxy Form is signed by an attorney, a Shareholder must also send in the original or a certified copy of the power of attorney or other authority under which the Proxy Form is signed.

Undirected Proxies

The Chair intends to vote undirected proxy votes in favour of all resolutions (subject to the voting exclusions below).

Voting by Corporate Representative

A Shareholder or proxy which is a corporation and entitled to attend and vote at the Meeting may appoint an individual to act as its corporate representative to vote at the Meeting. The appointment must comply with section 250D of the Corporations Act and must have been previously provided to the Company's registry.

Voting by Attorney

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint an attorney to attend and vote at the Meeting on the Shareholder's behalf. An attorney need not themselves be a Shareholder.

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NOVONIX Limited

(ACN 157 690 830)

The power of attorney appointing the attorney must be signed and specify the name of each of the Shareholder, the Company and the attorney, and also specify the meeting(s) at which the appointment may be used. The appointment may be a standing one.

To be effective, the power of attorney must also be returned in the same manner, and by the same time, as specified for Proxy Forms.

Voting Exclusions

The Corporations Act and the Listing Rules require that certain persons must not vote in particular ways, and the Company must disregard particular votes cast by or on behalf of certain persons, on each of the Resolutions to be considered at the Extraordinary General Meeting. These voting exclusions are described below.

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of a Resolution by or on behalf of:

• (a) the below named person or class of persons excluded from voting; or

• (b) an associate of that person or those persons:

Resolution	Persons excluded from voting
Resolution 1 – Ratification of issue of Shares under the Institutional Placement	The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the Institutional Placement or is a counterparty to the agreement being approved.
Resolution 2 – Approval of issue of Shares to Phillips 66	The Company will disregard any votes cast in favour of this Resolution by or on behalf of Phillips 66 or otherwise a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Shares (except a benefit solely by reason of being a holder of Shares)

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

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

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

• (c) a holder acting solely as 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 Company will also apply these voting exclusions to persons appointed as attorney by a Shareholder

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NOVONIX Limited

(ACN 157 690 830)

to attend and vote at the Extraordinary General Meeting under a power of attorney, as if they were appointed as a proxy.

Resolutions

All items of business involving a vote by Shareholders require Ordinary Resolutions, which means that, to be passed, the item needs the approval of a simple majority of the votes cast by Shareholders entitled to vote on the Resolution.

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NOVONIX Limited

(ACN 157 690 830)

Explanatory Memorandum

This Explanatory Memorandum forms part of the notice convening the Extraordinary General Meeting of NOVONIX Limited to be held virtually at 9:00am (AEST) on 24 September 2021 via the online platform at https://agmlive.link/NVXEGM21.

Background to the Extraordinary General Meeting and Resolutions

Purpose

The purpose of the Meeting is to consider and vote on the Resolutions

Entire document

Shareholders are encouraged to read this document in its entirety before making a decision on how to vote on the Resolutions being considered at the Meeting. If you have any doubt how to deal with this document, please consult your legal, financial or other professional advisor.

Glossary

Certain terms and abbreviations used in the Explanatory Memorandum and the Notice of Meeting have defined meanings, which are set out in the Glossary of this Explanatory Memorandum.

Resolutions are not interdependent

The Resolutions are not interdependent. In the event that one or more of the Resolutions are not approved by Shareholders, the voting outcome of the balance of the Resolutions will not be affected.

Listing Rules

Broadly speaking, Listing Rule 7.1 limits the number of equity securities a company can issue in a 12 month period to 15% of its issued share capital, except for certain issues, including where first approved by shareholders.

Listing Rule 7.4 provides that an issue made under Listing Rule 7.1 is treated as having been made with Shareholder approval if the issue did not breach Listing Rule 7.1 and Shareholders of the company subsequently approve it.

1 Resolution 1 – Ratification of issue of Shares under the Institutional Placement

1.1 Introduction

On 25 February 2021, the Company announced that it would undertake a capital raising to raise approximately $146 million, comprising:

• a fully underwritten placement to institutional and sophisticated investors to raise approximately $115 million within the Company's placement capacity at that time under Listing Rule 7.1 ( Institutional Placement ), through the issue of 39.7 million new Shares ( Placement Shares ) (representing approximately 11.3% of the total Shares of the Company prior to the issue);

• a non-underwritten share purchase plan targeting approximately $15 million ( SPP ); and

• subject to obtaining Shareholder approval and completion of the Institutional Placement and SPP, a non-underwritten placement of new Shares, at the same issue price per new Share as the Institutional Placement, to each of the following Directors (or entities associated with them) to raise approximately $16.45 million in aggregate, with the value of each Director's individual placement commitment being:

• Mr Trevor St Baker AO – $12 million;

• Mr Andrew N Liveris AO – $3 million;

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NOVONIX Limited (ACN 157 690 830)

• Admiral Robert Natter – $1.25 million; and

• Mr Robert Cooper – $200,000,

(each a Conditional Placement , and together the Conditional Placements ).

On 26 February 2021, the Company announced the successful completion of the Institutional Placement, which raised $115 million at an offer price of $2.90 per new Share. The Placement Shares were issued on 3 March 2021 to institutional investors who participated in the Institutional Placement. On 7 April 2021, the Company announced the cancellation of the SPP. This condition to the Conditional Placement was waived.

On 27 April 2021, Shareholders approved the issue of the Shares under the Conditional Placements, and these shares were subsequently issued on 11 May 2021.

1.2 Use of funds

The proposed use of funds from the capital raising, including the Institutional Placement, were announced to ASX on 25 February 2021 and in the Notice of Extraordinary Meeting despatched to Shareholders on 26 March 2021.

The Placement Shares were issued by the Company without prior Shareholder approval pursuant to its 15% annual Placement Capacity under listing Rule 7.1.

1.3 Shareholder approval

Listing Rule 7.1 provides that during any 12 month period, a listed company must not (subject to certain exceptions), issue any equity securities, including securities with rights of conversion to equity if the number of those securities exceed 15% of the total number of equity securities on issue at the commencement of that 12 month period ( Placement Capacity ). An issue of equity securities which has been approved by Shareholders under Listing Rule 7.1 does not count towards a company's Placement Capacity. Listing Rule 7.4 provides that an issue made under Listing Rule 7.1 is treated as having been made with Shareholder approval if the issue did not breach Listing Rule 7.1 and Shareholders of the company subsequently approve it. The Company seeks Shareholder approval under Listing Rule 7.4 to ratify the issue of the Placement Shares.

The Company wishes to maintain as much flexibility as possible to issue further equity securities in the future, in particular in order to allow the Company to issue additional securities in connection with the proposed initial public offering in the United States and concurrent listing on the NASDAQ, as announced to the market through ASX on 10 May 2021 ( IPO ). However the Company advises that the number of securities and Shares that may be offered, the price for such instruments and the timing of the offering under the proposed IPO have not yet been determined, and the Company has not yet made a final decision in respect of the proposed IPO and NASDAQ listing. If Resolution 1 is passed, the Placement Shares will not count towards the Company's Placement Capacity, effectively reinstating the Company's Placement Capacity by increasing the number of equity securities it can issue without Shareholder approval, which will provide the Company flexibility to issue Shares in the future without obtaining further Shareholder approval as required.

If Resolution 1 is not passed, the Placement Shares will count towards the Company's Placement Capacity, effectively decreasing the number of equity securities it can issue without Shareholder approval, which will impact on the Company's flexibility for future capital raisings.

1.4 Requirements of Listing Rule 7.5

In accordance with Listing Rule 7.5 the following information is provided in relation to Resolution 1:

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NOVONIX Limited (ACN 157 690 830)

• (a) The allottees of the Placement Shares were sophisticated and institutional investors who participated in the institutional placement, as determined by the Company, in accordance with the objectives of the offer.

• (b) The Institutional Placement issue consisted of 39,700,000 Shares.

• (c) The Placement Shares were issued on 3 March 2021.

• (d) The issue price per Placement Share was A$2.90.

• (e) The purpose of the Institutional Placement, including the use and intended use of funds, is set out above.

• (f) There were no other material terms in agreements entered into with investors in respect of the subscription of the Placement Shares.

A voting exclusion statement is included in this Notice.

2 Resolution 2 – Approval of issue of Shares to Phillips 66

2.1 Subscription Agreement

As announced to the market through ASX on 9 August 2021, the Company has entered into a subscription agreement with Phillips 66 ( Subscription Agreement ).

The Subscription Agreement provides for an investment by Phillips 66 of USD150million ( Subscription Price ) by way of a subscription for 77,962,578 new Shares ( Subscription Shares ) which is equal to approximately 16% of the Shares on issue as at the date of this Notice. The Subscription Price is equal to a price per Share of $2.60, which represents a 13.9% discount to the Company's closing price on the ASX of $3.02 on Friday, 6 August 2021 (being the last trading day on ASX before the date of the Subscription Agreement, taking into account the USD-AUD exchange rate on that date). The proceeds of the subscription by Phillips 66 will be used to provide the Company with the capital needed to support growth and ongoing R&D, to continue to scale the Company's synthetic graphite production and develop new technologies for higher-performance energy storage applications.

Completion of the issue and allotment of the Subscription Shares and payment of the Subscription Price will occur on the date that is 5 Business Days after the date the condition precedent to completion under the Subscription Agreement is satisfied (as described below).

2.2 Shareholder approval

As set out in Resolution 1, Listing Rule 7.1 prevents the Company (subject to certain exceptions), from exceeding its Placement Capacity without obtaining Shareholder approval.

Without the approval sought in this resolution (and assuming Resolution 1 is passed), the Company would be limited by the operation of Listing Rule 7.1 to issuing only 60,690,207 Shares. This would not be sufficient to permit the Company to issue the Subscription Shares to Phillips 66 under the Subscription Agreement (regardless of whether the Company pursues the potential US IPO).

The Company is therefore seeking the approval of its Shareholders under Listing Rule 7.1 to issue the Subscription Shares to Phillips 66 in accordance with the Subscription Agreement.

If Resolution 2 is passed, the Company will be able to issue the Subscription Shares to Phillips 66 under the Subscription Agreement and to receive the Subscription Price.

If Resolution 2 is not passed, the Company will not be able to issue the Subscription Shares to Phillips 66 under the Subscription Agreement and to receive the Subscription Price. Either party to the Subscription

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NOVONIX Limited

(ACN 157 690 830)

Agreement will be entitled to terminate the agreement for failure to obtain shareholder approval of the transaction and the investment by Phillips 66 in the Company would be unlikely to proceed.

2.3 Requirements of Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) The Subscription Shares will be allotted to Phillips 66.

• (b) The number of Shares for which approval is sought is 77,962,578 Shares.

• (c) The Subscription Shares to be issued will be issued on the date that is 5 Business Days after satisfaction of the condition precedent to completion under the Subscription Agreement, and in any event within 3 months of the date of the Meeting.

• (d) The issue price is the Subscription Price.

• (e) The purpose of the issue, including the intended use of funds, is as set out above.

• (f) The Subscription Shares will be issued under and in accordance with the terms and conditions of the Subscription Agreement. A summary of the material terms of the Subscription Agreement is as follows:

• (i) Completion of the Subscription Agreement is conditional on:

  • (A) the Company's shareholders approving the transaction under Listing Rule 7.1; and

  • (B) the Company certifying that certain warranties given at signing of the Subscription Agreement (including a warranty that there has been no material adverse change in the Company's financial condition or prospects since 31 December 2020) are true, accurate and not misleading on the completion date.

• (ii) On completion of the Subscription Agreement, the Company will issue and allot the Subscription Shares to Phillips 66, and Phillips 66 will pay the Subscription Price to the Company.

• (iii) The Subscription Shares issues will rank equally in all respects with all other Shares on issue at the time the Subscription Shares are issued.

• (iv) Within one Business Day after Phillips 66 has paid the Subscription Price, the Company must apply for quotation of the Subscription Shares in accordance with Listing Rules.

• (v) As soon as practicable after the Completion Date, the Company must lodge a statement with the ASX satisfying the requirements of sections 708A(5)(e) and 708A(6) of the Corporations Act.

• (vi) Phillips 66 will have the right to nominate a non-executive director for appointment to the Board for so long as Phillips 66 holds at least 10% of the Company's issued Shares.

A voting exclusion statement has been included in this Notice.

Directors' recommendations

1 Resolution 1 – Ratification of issue of Shares under the Institutional Placement

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NOVONIX Limited

(ACN 157 690 830)

The Directors believe that Resolution 1 is in the best interests of the Company and unanimously recommended that Shareholders vote in favour of this Resolution.

2 Resolution 2 – Approval of issue of Shares to Phillips 66

The Directors believe that Resolution 2 is in the best interests of the Company and unanimously recommended that Shareholders vote in favour of this Resolution.

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NOVONIX Limited

(ACN 157 690 830)

Glossary

The following terms used in the Notice of Meeting and the Explanatory Memorandum are defined as follows:

$ means Australian dollars.

AEST means Australian Eastern Standard Time.

ASX means the ASX Limited or the securities exchange operated by it (as the case requires).

Board means the board of Directors of the Company from time to time.

Business Day means a day which is not a Saturday, Sunday or a public holiday in Brisbane, Queensland.

Chair means the person appointed Chair of the Meeting.

Company means NOVONIX Limited (ACN 157 690 830).

Conditional Placement has the meaning given to it under the heading 'Background to the Extraordinary General Meeting' in the Explanatory Memorandum.

Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.

Directors means the directors of the Company from time to time.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Institutional Placement has the meaning given to it under the heading 'Background to the Extraordinary General Meeting' in the Explanatory Memorandum.

IPO has the meaning given to it under the heading 'Background to the Extraordinary General Meeting' in the Explanatory Memorandum.

Listing Rules means the official listing rules of the ASX as amended from time to time.

Meeting means the Extraordinary General Meeting of Shareholders to be held on 27 April 2021 as convened by the accompanying Notice of Meeting.

NASDAQ means the Nasdaq Composite or the securities exchange operated by it (as the case requires).

Notice of Meeting or Notice means the notice of meeting giving notice to Shareholders of the Meeting, accompanying this Explanatory Memorandum.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast by those entitled to vote on the resolution.

Placement Capacity means the amount of share capital that can be issued over a 12 month rolling period (generally up to 15% of current issued capital).

Placement Shares has the meaning given to it under the heading 'Background to the Extraordinary General Meeting and Resolutions' in the Explanatory Memorandum.

Phillips 66 means Phillips 66 Company, a Delaware corporation, of 2331 CityWest Blvd., Houston, Texas 77042, United States.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Resolutions means the resolutions set out in the Notice of Meeting.

Shareholder means a registered holder of Shares.

Shares means fully paid ordinary shares in the Company.

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NOVONIX Limited

(ACN 157 690 830)

SPP has the meaning given to it under the heading 'Background to the Extraordinary General Meeting' in the Explanatory Memorandum.

Subscription Agreement means the agreement entered into by the Company and Phillips 66, as defined under the heading 'Background to the Extraordinary General Meeting and Resolutions' in the Explanatory Memorandum.

Subscription Price means the price under the Subscription Agreement as defined under the heading 'Background to the Extraordinary General Meeting and Resolutions' in the Explanatory Memorandum.

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Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Safari – OS X v10.9

• & OS X v10.10 and after

• Internet Explorer 9 and up

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

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Step 1

Open your web browser and go to https://agmlive.link/NVXEGM21 and select the relevant meeting.

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

• On the left – a live audio webcast of the Meeting

• On the right – the presentation slides that will be addressed during the Meeting

• At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

2 • Link Group Virtual Meeting Online Guide

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

Once voting has been closed all voting cards will automatically be submitted and cannot be changed.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will be prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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3. Downloads

View relevant documentation in the Downloads section.

Voting closing

Voting will end 5 minutes after the close of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

At the close of the meeting any votes you have placed will automatically be submitted.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

4 • Link Group Virtual Meeting Online Guide

Phone Participation

What you will need

a) Land line or mobile phone

Step 2

The moderator will ask you what item of business your question relates to? Let the moderator know if your question relates to General Business or the Resolution number.

• b) The name of your holding/s

• c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363 before 5:00pm (AEST) on Thursday, 23 September 2021.

Joining the Meeting via Phone

Step 1

From your land line or mobile device, call: +61 7 3145 4067 or 1800 870 861

Step 2

You will be greeted with a welcome message and provided instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be greeted by a moderator and asked to provide your PIN. This will verify you as a securityholder and allow you to ask a question.

Step 3

Once the moderator has verified your details you will be placed into a waiting room and will hear music playing.

Note, If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to vote or ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Asking a Question

Step 1

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

You will also be asked if you have any additional questions.

Step 3

When it is your time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking.

Note, if at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you also joined the Meeting online, we ask that you mute your laptop or desktop device while you ask your question.

Step 4

Your line will be muted once your question has been answered.

Lodging Your Vote

Voting will be conducted at the conclusion of the Meeting, using your key pad. The moderator will provide instructions on how to vote. There is one resolution to be voted on.

Step 1

The moderator will read out the resolution and provide the following instructions:

To vote FOR, Press 3. To vote AGAINST, press 4 To ABSTAIN, press *5.

You will be asked to vote immediately.

If you haven’t lodged your vote within 10 seconds, the moderator will let you know you have not voted as yet, and you will be asked to submit your vote as voting will be closing imminently.

Once voting has closed for the first resolution, the moderator will announce that voting on that resolution is now closed.

Step 2

The moderator will announce that voting has closed and will advise where results will be available.

Contact us

1487.6 10/20 ISS1

Australia

T +61 1800 990 363 E info@linkmarketservices.com.au

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NOVONIX Limited ABN 54 157 690 830

LODGE YOUR VOTE ONLINE  www.linkmarketservices.com.au BY MAIL  NOVONIX Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

PROXY FORM

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

APPOINT A PROXY

OR if you are NOT appointing the Chairman of the Meeting the Chairman of the as your proxy, please write the name and email of the Meeting (mark box) person or body corporate you are appointing as your proxy

Name

Email

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 9:00am (AEST) on Friday, 24 September 2021 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/NVXEGM21 (refer to details in the Virtual Meeting Online Guide).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• 1 Ratification of issue of Shares under the Institutional Placement

• 2 Approval of issue of Shares to Phillips 66

For Against Abstain *

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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf 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) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may 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).

NVX PRX2102N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the 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. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item 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 item 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

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 the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:00am (AEST) on Wednesday, 22 September 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MAIL 

NOVONIX Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

• (a) on each of the first Proxy Form and the second 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.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.