Paladin Energy Ltd. — AGM Information 2021

Oct 14, 2021

ASX Announcement 15 October 2021

NOTICE OF 2021 ANNUAL GENERAL MEETING WEDNESDAY, 17 NOVEMBER 2021

Paladin Energy Ltd (ASX:PDN OTCQX: PALAF) ( Paladin or the Company ) today releases its Notice of Meeting and Proxy Form in relation to the Paladin 2021 Annual General Meeting (AGM) to be held on Wednesday, 17 November 2021 at 10.00am (Perth time) at Corrs Chambers Westgarth, Level 6, Brookfield Place, Tower Two, 123 St Georges Terrace, Perth, Western Australia, 6000.

A copy of the 2021 Annual Report is available on Paladin’s website at: www.paladinenergy.com.au

We look forward to updating shareholders on our activities at the upcoming AGM.

This announcement has been authorised for release by the Board of Directors of Paladin.

For further information contact: Jeremy Ryan Company Secretary P: +61 8 9423 8100 E: paladin@paladinenergy.com.au

About Paladin

Paladin Energy Limited (ASX: PDN) is an Australian listed uranium company focused on maximising the value of its 75% stake in the Langer Heinrich Uranium mine in Namibia.

Langer Heinrich is a globally significant, long-life operation, having already produced over 43Mlb U3O8 to date. Operations at Langer Heinrich were suspended in 2018 due to low uranium prices.

Beyond Langer Heinrich, the Company also owns a large global portfolio of uranium exploration and development assets. Nuclear power remains a cost-effective, low carbon option for electricity generation.

PALADIN ENERGY LTD

ACN 061 681 098

NOTICE OF ANNUAL GENERAL MEETING

Date of Meeting Wednesday, 17 November 2021

Time of Meeting 10.00am (Perth time)

Place of Meeting Corrs Chambers Westgarth, Level 6, Brookfield Place, Tower Two, 123 St Georges Terrace, Perth, Western Australia, 6000

PALADIN ENERGY LTD ACN 061 681 098

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the members of Paladin Energy Ltd will be held at Corrs Chambers Westgarth, Level 6, Brookfield Place, Tower Two, 123 St Georges Terrace, Perth, Western Australia, 6000 on Wednesday, 17 November 2021 at 10.00am (Perth time) for the purpose of transacting the following business.

AGENDA

BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the financial report of the Company for the year ended 30 June 2021, together with the declaration of the Directors, the directors’ report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2021.”

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

Voting Prohibition Statement:

In accordance with the Corporations Act, the Company will disregard any votes cast on this resolution:

• (a) by or on behalf of either a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties, regardless of the capacity in which the votes are cast; or

• (b) by a proxy if that proxy is a member of the Key Management Personnel at the date of the Meeting or a Closely Related Party of that member.

However, in each case above, votes will not be disregarded if they are cast as a proxy for a person who is entitled to vote on this resolution:

• (a) in accordance with a direction as to how to vote on the Proxy Form; or

• (b) by the Chair pursuant to an express authorisation to exercise the proxy as the Chair decides even if this resolution is connected with the remuneration of the Key Management Personnel.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MS MELISSA HOLZBERGER

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

“That Ms Melissa Holzberger, having been appointed as a Director since the Company’s last annual general meeting and, being eligible, offering herself for election, be elected as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MS JOANNE PALMER

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

“That Ms Joanne Palmer, having been appointed as a Director since the Company’s last annual general meeting and, being eligible, offering herself for election, be elected as a Director.”

5. RESOLUTION 4 – RATIFICATION OF SHARE PLACEMENT

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 347,314,015 Shares issued on 26 March 2021, on the terms set out in the Explanatory Notes.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this resolution by or on behalf:

• (a) a person who participated in the issue or is a counterparty to the agreement being approved; or

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

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

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

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

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this resolution; and

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

Other Business

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

Designated Foreign Issuer pursuant to Canadian Securities Laws

Pursuant to Canadian National Instrument 71-102 (the “Instrument”) Continuous Disclosure and Other Exemptions Relating to Foreign Issuers , Paladin Energy Ltd. (the “Company”) hereby discloses that it is a Designated Foreign Issuer as such term is defined in the Instrument and is subject to the regulatory requirements of Australian Securities laws and the rules and regulations of the Australian Securities Exchange.

By order of the Board.

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Jeremy Ryan Company Secretary 15 October 2021

For the purposes of this Notice of Annual General Meeting:

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" Board " means the board of directors of the Company;

" Chair " means the chair of the Meeting;

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

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act;

" Company " or " Paladin " means Paladin Energy Ltd ACN 061 681 098;

" Constitution " means the Company’s constitution;

" Corporations Act " means the Corporations Act 2001 (Cth);

" Director " means a director of the Company;

" Explanatory Notes " means the explanatory notes accompanying the Notice;

" Key Management Personnel " has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any Director (whether executive or otherwise), or if the Company is part of a consolidated entity, of an entity within the consolidated group;

" Listing Rules" means the listing rules of the ASX;

" Meeting " means the meeting convened by the Notice;

" Notice " or " Notice of Annual General Meeting " means this notice of Annual General Meeting, including the Explanatory Notes;

" Proxy Form " means the proxy form accompanying the Notice;

" Remuneration Report " means the remuneration report set out in the directors’ report section of the Company’s annual report for the year ended 30 June 2021;

" Shares " means fully paid ordinary shares in the capital of the Company; and

" Shareholder " means a holder of Shares.

PROXIES

A Shareholder entitled to attend and vote at the Meeting may appoint a proxy. A Shareholder entitled to cast two or more votes at the Meeting can appoint not more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder's voting rights. A proxy may, but need not be, a Shareholder.

Proxies must be delivered prior to 10.00am (Perth time) on Monday, 15 November 2021 using one of the following methods:

Online:

At www.investorvote.com.au

By mobile:

Scan the QR Code on your Proxy Form and follow the prompts

By mail:

Computershare Investor Services Pty Ltd GPO Box 242 Melbourne Victoria 3001 Australia

By fax:

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

Custodian voting:

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

UNDIRECTED PROXIES

If a Shareholder entitled to vote appoints the Chair as their proxy (or the Chair becomes their proxy by default) and the Shareholder does not direct the Chair how to vote on resolution 1, the Shareholder may authorise the Chair in respect of that resolution to exercise the proxy notwithstanding that resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Further details are contained in the Proxy Form.

Where the Chair is appointed as proxy for a Shareholder entitled to vote (or the Chair becomes their proxy by default), the Chair will (where authorised) vote all undirected proxies IN FAVOUR of resolutions 1, 2, 3 and 4. Accordingly, if you appoint the Chair as your proxy and wish to vote differently to how the Chair intends to vote on any of the resolutions, you must mark “For”, “Against” or “Abstain” on the Proxy Form for the relevant resolution.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company determines that members holding Shares at 7.00 pm (Sydney time) on Monday, 15 November 2021 will be entitled to attend and vote at the Annual General Meeting.

If you cannot attend the meeting in person, you are encouraged to date, sign and deliver the accompanying proxy and return it in accordance with the instructions set out above under the heading ‘Proxies’.

BODY CORPORATE REPRESENTATIVES

A body corporate member or proxy may elect to appoint a representative, rather than appoint a proxy, in accordance with section 250D of the Corporations Act. Where a body corporate appoints a representative, the Company requires written proof of the representative’s appointment to be lodged with, or presented to, the Company before the Meeting.

RESOLUTIONS

A simple majority of votes cast are required to approve all ordinary resolutions to be submitted to Shareholders at the Meeting.

EXPLANATORY NOTES

The following information is intended to provide Shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting.

The Directors recommend that Shareholders read the Explanatory Notes in full before making any decision in relation to the resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

The consolidated financial statements of the Company and its controlled entities and the reports of the Directors and auditor for the financial year ended 30 June 2021 will be presented for consideration.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Board is submitting its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding resolution as required under the Corporations Act.

The Remuneration Report forms part of, and is clearly identified in, the Directors' Report included in the Company’s 2021 Annual Report. The Remuneration Report:

• explains the Board's policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company;

• explains the relationship between the Board's remuneration policy and the Company's performance;

• sets out remuneration details for each Director and members of the Key Management Personnel of the Company; and

• details and explains any performance conditions applicable to the remuneration of executive Directors and members of the Key Management Personnel of the Company.

During the financial year ended 30 June 2021, the Company continued with its current position of not paying cash bonuses previously offered to the executive team. Instead the executive team were issued with performance rights. This further aligns the executive team’s interests with that of Shareholders.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

The vote on the adoption of the Remuneration Report resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

Under the Corporations Act if:

• at an annual general meeting (the later AGM ) at least 25% of the votes cast on a resolution to adopt the remuneration report are against the adoption of the remuneration report;

• at least 25% of the votes cast at the immediately preceding annual general meeting (the earlier AGM ) on a resolution to adopt the remuneration report were against the adoption of the remuneration report; and

• no “spill resolution” (see below) was put at the earlier AGM, then a “spill resolution” must be put to shareholders at the later AGM that:

• another general meeting (the Spill Meeting ) be held within 90 days; and

• all directors of the Company who:

  • were directors of the Company when the resolution by the directors to make the directors’ report considered at the later AGM was passed; and

  • are not a Managing Director of the Company who may continue to hold office indefinitely without being re-elected to the office in accordance with the Listing Rules,

cease to hold office immediately before the end of the Spill Meeting; and

• resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting must be put to the vote at the Spill Meeting.

It is noted that at the Company’s 2020 annual general meeting, less than 25% of the votes cast in respect of the adoption of the remuneration report were cast against the adoption of the remuneration report. As such, a “spill resolution” will not be required to be considered at the Meeting even if 25% or more of the votes cast on Resolution 1 are against the adoption of the Remuneration Report.

Voting prohibitions apply to this resolution as specified in the Notice.

The Chair intends to vote all available proxies in favour of resolution 1, subject to any instructions of the Shareholder to the contrary included in the Proxy Form.

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

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MELISSA HOLZBERGER

The Constitution provides that, if a person is appointed as a Director by the Board, Shareholders must confirm the appointment at the Company’s next annual general meeting. If the appointment is not confirmed, the person ceases to be a Director at the conclusion of that annual general meeting.

Similarly, the Listing Rules provide that a person appointed as a Director by the Board must not hold office (without re-election) past the Company’s next annual general meeting.

Ms Holzberger was appointed to the Board on 17 May 2021. Accordingly, in order for Ms Holzberger to remain as a Director after the Meeting, Shareholders are required to elect Ms Holzberger as a Director at that Meeting.

Ms Holzberger’s qualifications are set out below.

Melissa Holzberger LLM Resources Law (Distinction) (Scotland), Dip. International Nuclear Law (Hons) (France), LLB (Adel), BA (Adel), GDLP, FGIA, GAICD

Term in office: Appointed as an Independent Non-Executive Director on 17 May 2021

Independent: Yes. Skills and experience: Ms Melissa Holzberger is a commercial and mining lawyer with over 20 years’ experience in the energy and resources sector, including the uranium industry. She is an experienced company director having served on ASX-listed, public, government and not-for-profit boards spanning a wide range of sectors. She brings legal, risk, compliance, corporate ethics and corporate governance expertise, together with valuable experience in uranium mining operations and projects, international trade, logistics, product stewardship and sustainability having previously worked for both BHP and Rio Tinto.

Ms Holzberger is a member of the Federal Government’s Australian Radiation Protection and Nuclear Safety Agency’s Radiation Health and Safety Advisory Council, a non-executive director of ASX-listed Andromeda Metals Limited and founding Principal of Sloan Holzberger Lawyers.

Board Committees:

Member of the Audit & Risk Committee

Current listed company Andromeda Metals Limited (ASX:ADN) Directorships:

Board recommendation:

The Board (other than Ms Holzberger because of her interest in the outcome of resolution 2) recommends that Shareholders vote in favour of Ms Holzberger’s election.

4. RESOLUTION 3 – ELECTION OF DIRECTOR – JOANNE PALMER

The Constitution provides that, if a person is appointed as a Director by the Board, Shareholders must confirm the appointment at the Company’s next annual general meeting. If the appointment is not confirmed, the person ceases to be a Director at the conclusion of that annual general meeting.

Similarly, the Listing Rules provide that a person appointed as a Director by the Board must not hold office (without re-election) past the Company’s next annual general meeting.

Ms Palmer was appointed to the Board on 17 May 2021. Accordingly, in order for Ms Palmer to remain as a Director after the Meeting, Shareholders are required to elect Ms Palmer as a Director at that Meeting.

Ms Palmer’s qualifications are set out below.

Joanne Palmer RCA, FCA (ICAEW), FCA (ICAA), GAICD, BSc Hons Mathematics & Statistics Term in office: Appointed as an Independent Non-Executive Director on 17 May 2021

Independent: Yes.

Skills and experience: Ms Joanne Palmer is a Registered Company Auditor and a Fellow of Chartered Accountants in Australia, England and Wales. Ms Palmer is currently an Executive Director of Pitcher Partners in Perth. Ms Palmer brings over 25 years of industry experience providing audit and assurance services on company listings, mergers, acquisitions and takeovers and significant experience in auditing international mining companies. Ms Palmer is a council member of the Association of Mining & Exploration Companies (AMEC).

Ms Palmer has had an extensive financial services career including leading Ernst and Young’s Financial Accounting Advisory Services team in Perth, working predominantly in the mining sector assisting both multinational companies, mid-caps and junior explorers with technical accounting, regulatory advice and finance function support services.

Board Committees: Chair of the Audit & Risk Committee

Member of the Remuneration & Nomination Committee

Board recommendation: The Board (other than Ms Palmer because of her interest in the outcome of resolution 3) recommends that Shareholders vote in favour of Ms Palmer’s election.

5. RESOLUTION 4 – RATIFICATION OF SHARE PLACEMENT

On 17 March 2021, the Company announced that it was undertaking an equity raise by way of a fully underwritten pro-rata accelerated non-renounceable entitlement offer and institutional placement, to raise approximately $218.7 million ( Equity Raise ).

On 26 March 2021, the Company issued 347,314,015 Shares ( Placement Shares ) pursuant to the placement component of the Equity Raise ( Placement ).

The proceeds from the Equity Raise were applied to the full redemption of then outstanding senior secured notes that the Company issued in connection with a restructure of its debt obligations in early 2018 ( Senior Notes ).

Resolution 4 seeks Shareholder approval to the ratification of the issue of the Placement Shares for the purposes of Listing Rule 7.4.

Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the prior approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The issue of the Placement Shares did not fit within any of these exceptions and so were issued within the Company’s 15% limit under Listing Rule 7.1. Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made, provided the Company complied with Listing Rule 7.1 at the time of issuing the relevant equity securities. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, resolution 4 seeks Shareholder approval for the Placement under and for the purposes of Listing Rule 7.4 and for all other purposes.

If resolution 4 is approved, the Placement Shares will be treated as if they were issued with the prior approval of Shareholders for the purposes of calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following their issue.

If resolution 4 is not approved by the requisite majority, the Placement Shares will count towards the number of equity securities the Company can issue without Shareholder approval pursuant to the 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following their issue.

Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

• The Placement Shares were issued to certain institutional investors who expressed an interest in participating in the Placement to, and were allocated Placement Shares by, Canaccord Genuity (Australia) Limited (global coordinator, joint lead manager, joint underwriter and joint bookrunner to the Equity Raise) and Shaw and Partners Limited (joint lead manager, joint underwriter and joint bookrunner to the Equity Raise).

• The Placement Shares comprise 347,314,015 Shares. The Placement Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

• The Placement Shares were issued on 26 March 2021.

• The issue price was $0.37 per Placement Share.

• Funds raised from the issue of the Placement Shares were applied (together with the funds raised from the broader Equity Raise) to the full redemption of the then outstanding Senior Notes.

• A voting exclusion statement is set out in the Notice.

Board recommendation

The Board recommends that Shareholders vote in favour of resolution 4.

Need assistance?

Phone:

Paladin Energy Ltd ABN 47 061 681 098

1300 259 129 (within Australia) +61 3 9415 4867 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AWST) on Monday, 15 November 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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: 185764

SRN/HIN:

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

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

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

Samples/000001/000001

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.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Paladin Energy 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 Paladin Energy Ltd to be held at Corrs Chambers Westgarth, Level 6, Brookfield Place, Tower 2, 123 St Georges Terrace, Perth, WA 6000 on Wednesday, 17 November 2021 at 10:00am (AWST) 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 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 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 1 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

Resolution	1	Adoption of Remuneration Report
Resolution	2	Election of Director – Ms Melissa Holzberger
Resolution	3	Election of Director – Ms Joanne Palmer
Resolution	4	Ratification of Share Placement

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.

Step 3 Signature of Securityholder(s)

This section must be completed.

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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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