PHARMX TECHNOLOGIES LIMITED — AGM Information 2021

Oct 21, 2021

Corum Group Limited ABN 25 000 091 305

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Level 3, 120 Sussex Street, Sydney NSW 2000 www.corumgroup.com.au

Market Release

22 October 2021

ASX/Media Release (ASX: COO)

Notice of 2021 Annual General Meeting and Proxy Form

In accordance with Listing Rule 3.17, Corum Group Limited (Corum or the Company) attaches a copy of the following documents:

1. Letter to Shareholders regarding arrangements for Annual General Meeting as sent to Shareholders in lieu of Notice of Meeting;

2. Notice of Annual General Meeting;

3. Virtual Meeting and Online Proxy Lodgment User Guides; and

4. Proxy Form.

- ENDS -

This announcement is authorised for release by the board of Directors of Corum Group Limited.

For further information contact:

Julian Sallabank, Managing Director

Investor email: Investor.Relations@corum.com.au

About Corum Group

Corum Group Limited [ASX:COO] (Corum) is an Australian company limited by shares that owns businesses in technology and software development.

For more than 30 years Corum has been using its deep industry expertise and extensive relationships to develop Point-Of-Sale, Dispensing and Management software for pharmacy head offices and retail stores and a range of eCommerce and ordering solutions throughout Australia.

Corum is determined to offer the best solutions to its customers through the products, services and processes of each of its businesses.

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Corum Group | Corum Health | Corum eCommerce | PharmX corumgroup.com.au
Sydney | Melbourne | Perth | Brisbane | Adelaide
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Corum Group Limited ABN 25 000 091 305 Level 3, 120 Sussex Street, Sydney NSW 2000 www.corumgroup.com.au

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INVITATION TO CORUM GROUP LIMITED’S AGM

Dear Shareholder,

I am pleased to invite you to attend the 2021 Annual General Meeting (‘the Meeting’) of Corum Group Limited, to be held on Wednesday 24 November 2021, commencing at 11.00am (AEDT).

Due to the current and changing circumstances in relation to Covid 19, and with the safety of our shareholders and staff in mind, there will be no physical meeting. To attend and participate at the Meeting, you will need to log in and pre-register for the AGM at an online platform provided by our share registry, Automic, at https://us02web.zoom.us/webinar/register/WN_Prul88-OT-W3E2y-dg2HlA.

We will not be sending you a hard copy of the Notice of Meeting or Proxy Form by post ahead of the Meeting. Instead you are able to view and download a copy of the Notice of Meeting and Proxy Form from our website https://www.corumgroup.com.au/investors or via the ASX announcements platform.

Also available on our website and attached below will be all the information you need to attend the Meeting, including access to the Notice of Meeting, which includes details on how to use the online facility and instructions on how to vote and ask questions ahead of and at the meeting.

For further information on the live voting process please see the Virtual Meeting Registration and Voting Guide included in the Notice of Meeting or at https://www.automicgroup.com.au/virtual-agms/.

If you have not elected to receive the Company’s FY21 Annual Report in hard copy it is available on the Company’s website.

Please exercise your opportunity to vote on these important matters. The Directors recommend that Shareholders vote in favour of all resolutions and the Chairman intends to vote all available proxies in favour of Resolutions 1-5.

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Corum Group | Corum Health | Corum eCommerce | PharmX corumgroup.com.au
Sydney | Melbourne | Perth | Brisbane | Adelaide
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The Meeting will commence at 11am (AEDT) and you will be able to register your attendance from one hour

prior to the scheduled start time. If you are unable to attend the virtual AGM, I encourage you to participate

by completing the enclosed Appointment of Proxy Form and lodging it in the manner outlined in the Notice of Meeting.

How to ask questions

Shareholders will be given an opportunity to ask questions at the Meeting, however we welcome questions from Shareholders before the meeting. Questions should relate to matters relevant to the business of the Meeting (including matters arising from the Financial Report, the Directors’ Report or the content of the auditors’ report), general questions regarding the performance, business or management of the Company and relevant questions about the conduct of the audit.

We look forward to your participation in the Meeting.

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Nick England Chairman

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Corum Group | Corum Health | Corum eCommerce | PharmX corumgroup.com.au
Sydney | Melbourne | Perth | Brisbane | Adelaide
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Corum Group | Corum Health | Corum eCommerce | PharmX corumgroup.com.au
Sydney | Melbourne | Perth | Brisbane | Adelaide
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Notice of Annual General Meeting

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ABN 25 000 091 305 Corum Group Limited

Notice of Annual General Meeting and Explanatory Memorandum

Date: Wednesday 24 November 2021 Time: 11.00am AEDT

Place: The meeting will be held virtually. See details below.

This Notice of Meeting should be read in its entirety. If any shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Notice of Annual General Meeting

22 October 2021

Dear Shareholder,

I am pleased to invite you to attend the 2021 Shareholders’ Annual General Meeting. Enclosed is your Notice for the Annual General Meeting of Corum Group Limited. The Meeting is being held on Wednesday 24 November 2021 as a virtual meeting and will commence at 11.00 am (AEDT).

We encourage all our shareholders to take the opportunity to participate in this year’s AGM virtually through an online platform at https://us02web.zoom.us/webinar/register/WN_Prul88-OT-W3E2y-dg2HlA. You will need to log in and pre-register before the meeting. A Virtual Meeting Registration and Voting guide is attached to this Notice.

If you are unable to do so, we ask that you kindly complete the enclosed proxy form and return it to our share registry by email, mail or fax and via our registry Automic.

Further information on how to do this is set out in the voting section of this Notice and the Online Proxy Lodgment guide attached to this Notice.

If any of the Directors are appointed as a proxy, they will vote in accordance with any instructions given to them. If, as the Meeting’s Chairman, I am given any proxies with discretion as to how to vote, I will vote in favour of each of the items of business to be considered.

I sincerely hope you will join us at the Meeting and take advantage of the opportunity to interact with the Board online during this unusual time.

Yours sincerely

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Nick England

Chairman

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Notice of Annual General Meeting

Notice is given that the Annual General Meeting (“AGM”) of Shareholders of Corum Group Limited ( “Corum” or the “Company” ) will be held virtually, commencing at 11.00 am on 24 November 2021.

The accompanying Explanatory Memorandum and proxy form provide additional information relating to the matters to be considered at the Meeting, and form part of this Notice. We refer Shareholders to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice and the Explanatory Memorandum.

Agenda

A. Financial Statements and Reports

To receive the Financial Statements, Directors’ Report and Auditor’s Report for the Company for the year ended 30 June 2021.

B. Ordinary Resolutions

1. Re-election of Jayne Shaw as Director

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

“That for the purpose of Clause 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes and, being eligible, Jayne Shaw is re-elected as a Director of the Company.”

4. Approval of the Omnibus Equity Plan

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

“That the issue of performance rights and underlying performance shares in the Company under the Company’s Omnibus Equity Plan, the terms and conditions of which are summarised in the Explanatory Memorandum accompanying this Notice, be approved as an exception to ASX Listing Rule 7.1 in accordance with exception 13(b) of ASX Listing Rule 7.2.”

A voting exclusion applies to this Resolution

C. Special Resolution

5. Approval of Additional 10% Placement Facility

To consider and, if thought fit, pass the following resolution as a special resolution:

“ That for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to allot and issue Equity Securities totaling up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and as set out in the Explanatory Memorandum accompanying this Notice.”

A voting exclusion applies to this Resolution

2. Election of Dennis Bastas as Director

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

“That for the purpose of clause 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes, and being eligible, Dennis Bastas is elected as a Director of the Company.”

3. Adopt the Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding resolution:

“That the Company adopt the Remuneration Report for the year ended 30 June 2021 in accordance with Section 250R(2) of the Corporations Act.”

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

A voting exclusion applies to this Resolution

Notice of Annual General Meeting

Voting exclusion statements

Resolution 3

The Company will disregard any votes cast in favour of the resolutions by or on behalf of:

• (a) any Director;

• (b) a member of the Company’s Key Management Personnel named in the Remuneration Report or their Closely Related Parties, regardless of the capacity in which the vote is cast; or

• (c) as a proxy by a member of the Company’s KMP at the date of the AGM or a closely related party of such a member; or

an Associate of those persons.

However, in accordance with the Corporations Act, a person described above may vote on Resolution 3 if:

• it is cast by such person as proxy for a person who is permitted to vote, in accordance with the direction specified on the Proxy Form how to vote; or

• it is cast by the Chairman as proxy for a person who is permitted to vote, in accordance with an express direction specified on the Proxy Form to vote as the proxy decides even though the Resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

If the Chairman is appointed as a proxy for a person who is permitted to vote on Resolution 3, the Chairman will vote any proxies which do not indicate on their Proxy Form the way the Chairman must vote, in favour of the Resolution.

Resolution 4

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the employee incentive scheme, or any associate of those persons.

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

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

• the Chair of the Meeting 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

Special Resolution 5

If at the time of the Meeting the Company is proposing to make an issue of securities under rule 7.1A, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person, or any associate of that person, who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of equity securities under the increased placement capacity under ASX Listing Rule 7.1A (except a benefit solely by reason of being a holder of ordinary securities in the Company).

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1.A.

On that basis, no Shareholders are currently excluded from voting.

By order of the Board

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Company Secretary Corum Group Limited

Dated: 18 October 2021

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

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

Voting and Proxies

Voting

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that Shareholders recorded on the Company’s register at 7.00pm (Sydney time) on Monday 22 November 2021 ( Record Date ), will be entitled to attend and vote at the Meeting. If you are not a registered Shareholder on the Record Date, you will not be entitled to attend and vote at the Meeting.

As the Meeting is not being held in person, we encourage you to sign and return the accompanying proxy form in accordance with the instructions set out below and those set out on the proxy form.

Proxies

A Shareholder who is entitled to attend and vote at the Annual General Meeting may appoint up to two proxies to attend and vote on behalf of that Shareholder.

If a Shareholder appoints two proxies, the appointment of the proxies must specify the proportion or the number of that Shareholder’s votes that each proxy may exercise. If the appointment does not so specify, each proxy may exercise half of the Shareholder’s votes.

Returning proxies and authorising documents

To be effective, the Company must receive the completed proxy form and, if the form is signed by the Shareholder’s attorney, the authority under which the proxy form is signed (or a certified copy of the authority) by no later than 11.00am (AEDT) on 22 November 2021.

Proxies may only be lodged with the Company’s share registry:

• a. by mail or delivery to: Automic Pty Limited, trading as Automic Level 5, 126 Philip Street Sydney NSW 2000 GPO Box 5193 Sydney NSW 2001

• b. by facsimile: (within Australia) (02) 8583 3040 (outside Australia) +61 2 8583 3040

• c. Proxy forms and online voting are available at investor.automic.com.au by logging into your account.

Where a Shareholder appoints more than one proxy, only the first named proxy is entitled to vote on a show of hands. A proxy need not be a Shareholder.

A proxy may decide whether to vote on any Resolution, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as a proxy. If a proxy is directed how to vote on a Resolution, the proxy may vote on that Resolution only in accordance with that direction. If a proxy is not directed how to vote on a Resolution, the proxy may vote as he or she thinks fit, this applies even if the proxy is the Chairman, in which case the Chairman will vote in favour of each of the items of business.

Appointing the Chairman

If the Shareholder appoints the Chairman of the Meeting as proxy, the Shareholder can direct the Chairman how to vote by marking the relevant boxes on the proxy form (i.e. ‘for’, ‘against’ or ‘abstain’).

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If no direction is provided the Chairman will cast the Shareholder’s votes in favour of all resolutions.

Voting and Proxies

Directed Proxies

The Corporations Act sets out how a proxy must vote directed proxies. If a proxy form specifies the way a proxy is to vote on a resolution, then:

• a proxy need not vote on a show of hands, but if the proxy does vote, the proxy must vote as directed;

• if a proxy is appointed by two or more Shareholders who specify different ways to vote on a resolution, the proxy must not vote on a show of hands;

• if the proxy is the Chairman, the proxy must vote as directed on a poll;

Bodies Corporate

Proxies given by corporate Shareholders must be executed in accordance with their constitutions, or signed by two directors, a director and the company secretary, or a duly authorised officer or attorney.

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the Annual General Meeting. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise on behalf of the appointing body all of the powers that the appointing body could exercise at the Annual General Meeting or in voting on a resolution.

• if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does vote, the proxy must vote as directed; and

• if the proxy is not the Chairman and does not attend the Annual General Meeting or does not vote on a Resolution, but the proxy form specifies how to vote and a poll is demanded, then the Chairman is taken to have been appointed as the proxy and must vote as directed.

Power of Attorney

A Shareholder’s attorney may sign the Shareholder’s proxy form on behalf of the Shareholder. By signing the proxy form, the Shareholder’s attorney confirms that the authority under which he or she executed the proxy form has not been revoked.

If the Shareholder’s attorney signs the proxy form, then the attorney must, when it sends the proxy form to the Company also send the authority (or a certified copy of the authority) under which the proxy form was signed. Each of the proxy form and authority must be received at least fortyeight (48) hours before the Annual General Meeting.

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Explanatory Memorandum

IMPORTANT NOTICE

This Explanatory Memorandum is an explanation of, and contains information about, the Resolutions to be considered at the Annual General Meeting, which are set out in the accompanying Notice.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required to decide how to vote on the Resolutions. The Directors recommend that Shareholders read this Explanatory Memorandum in full before determining whether or not to support the Resolutions. This Explanatory Memorandum forms part of the accompanying Notice of Annual General Meeting and should be read together with the Notice.

If you are in doubt about what to do in relation to the Resolutions contemplated in this Explanatory Memorandum, you should consult your financial or other professional advisor.

Capitalised terms used in this Explanatory Memorandum have the meaning given to them in the Glossary.

Financial and Related Reports

Section 317 of the Corporations Act requires the Company’s financial report, directors’ report and auditor’s report for the financial year ended 30 June 2021 to be laid before the Company’s 2021 Annual General Meeting. There is no requirement for a formal resolution on this item.

The financial report contains the financial statements of the consolidated entity consisting of Corum Group Limited and its controlled entities.

As permitted by the Corporations Act, a printed copy of the Company’s 2021 Annual Report has been sent only to those Shareholders who have elected to receive a printed copy. A copy of the 2021 Annual Report is available from the Company's website (www.corumgroup.com.au).

The Chair of the meeting will allow a reasonable opportunity at the meeting for Shareholders to ask questions. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor BDO Audit Pty Ltd questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2021, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of BDO Audit Pty Ltd in relation to the conduct of the audit.

Ordinary Resolutions

1. Re-election of Jayne Shaw as a Director

Ms. Jayne Shaw was appointed on 15 October 2020 as a non-executive director of the Company.

Jayne has significant experience in healthcare management and an experienced clinical background in nursing. Having acted in senior management roles in two Australian private hospitals she then established an Australian and international consulting business which was sold to Healthsouth, a large US Healthcare company.

After this, Jayne became the co-founder of Vision Group, a business that was successfully listed on the ASX.

Jayne has been a member of a number of private healthcare boards involved with specialist consolidation including cardiology, cancer care, orthopaedics, and women’s health

and has continued to work with private equity firms on local and International Healthcare transactions.

Jayne also holds positions on the boards of Mable Technologies and The Woolcock Research Institute and is Chairman of BCAL Diagnostics.

Jayne is an independent, non-executive director.

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

The Directors (excluding Ms. Jayne Shaw) unanimously recommend that Shareholders vote in favour of this Resolution.

2. Election of Dennis Bastas as a Director

Resolution 2 is required because Dennis Bastas was appointed by the existing Board during the year, and therefore remains a director until the next AGM after his appointment, where he will retire at the close of the meeting, unless elected by the members.

Mr. Dennis Bastas was appointed on 2 December 2020 as a non-executive director of the Company.

Dennis has operated as an entrepreneur in Australia’s pharmaceutical sector since 2002 when he founded his first generic pharmaceutical company Genepharm. Over the past two decades he has gained extensive experience in the global pharmaceutical manufacturing industry and the Australian and Asian retail pharmacy market. Dennis is currently the majority shareholder and Executive Chairman of two of Australia’s leading generic pharmaceutical companies, Arrotex Pharmaceuticals and Juno Pharmaceuticals.

Arrotex Pharmaceuticals, formed following the merger of Arrow Pharmaceuticals and Apotex Australia in July 2019, is Australia’s largest generic pharmaceutical and private label OTC medicines company and distributes medicines that account for over 30% of all PBS prescriptions dispensed in Australian pharmacies. Juno Pharmaceuticals is Australia’s second largest specialist hospital pharmaceutical company distributing a number of generic specialty oncology and anti-infective medicines.

Dennis is also currently the co-founder and Chairman of myDNA – a world leading pharmacogenomic and health genomic platform company.

Prior to 2002 Dennis held senior executive positions in Coles Myer and Village Roadshow where he worked in Logistics, Retail Strategy and IT.

Dennis is a substantial shareholder of the Company, and is a non-independent, non-executive director.

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

The Directors (excluding Mr. Bastas) unanimously recommend that Shareholders vote in favour of this Resolution.

3. Adoption of the Remuneration Report

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. However, such a resolution is advisory only and does not bind the Directors of the Company.

Explanatory Memorandum

The Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel. The Remuneration Report is part of the Directors’ Report contained in the annual financial report of the Company for the financial year ending 30 June 2021.

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

Voting consequences

Under the Corporations Act, if at least 25% of the votes cast on a remuneration report resolution vote against the report in two consecutive annual general meetings, the Company will be required, at the second annual general meeting, to put to Shareholders a resolution proposing the calling of an extraordinary general meeting at which all Directors of the Company who were in office at the date of approval of the applicable Directors’ Report must stand for re-election (“Spill Resolution”).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (“Spill Meeting”) within 90 days of the second annual general meeting.

At the 2020 annual general meeting, the votes cast against the remuneration report were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

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

Acknowledging that each Director has a personal interest in their own remuneration from the Company, as described in the Remuneration Report, the Directors unanimously recommend that shareholders approve the Remuneration Report.

4. Approval of the Omnibus Equity Plan

On 18 February 2020, the Company established a securities incentive plan governed by the Company’s Omnibus Equity Plan Rules.

ASX Listing Rule 7.1 provides that a company may not issue equity securities, or agree to issue equity securities, without the approval of shareholders, if the number of equity securities to be issued in any 12-month period (including shares issued on the exercise of any options) exceeds 15% of the issued capital of the company preceding the issue.

ASX Listing Rule 7.2 contains a number of exceptions to the prohibition contained in ASX Listing Rule 7.1. In particular, under Exception 13 in ASX Listing Rule 7.2, any equity securities issued under an employee incentive scheme within three years of the date on which Shareholders approve the issue of those equity securities are not counted for the purposes of ASX Listing Rule 7.1. Resolution 4 is designed to satisfy the requirements of Exception 13 in ASX Listing Rule 7.2 in relation to the Employee Equity Share Plan (the Plan ).

The Plan is designed as a standard component of senior executive remuneration and is intended to comprise the longterm incentive component of remuneration for senior executives, including executive directors. Non-Executive Directors are not eligible to participate in the Plan.

Other than the Plan, the Company has no other employee or executive share-based plans.

To the extent that issues under the Plan are made to Directors and their associates, separate approval under Listing 10.14 will be sought by the Company.

The main terms of the Plan are as follows:

1. The aggregate number of Performance Rights to be issued under the Plan is limited to no more than 10,000,000. This represents 1.68% of the total number of shares on issue at the date of this document.

2. The non-executive directors have been excluded from participating in the Omnibus Equity Plan.

3. The Performance Rights will be granted for nil consideration.

4. No loans will be made in connection with the grant of the Performance Rights.

5. Each Performance Right is subject to the terms and conditions set out below and gives the holder of the Performance Rights (Performance Right holder) the right to subscribe for one (1) fully paid ordinary share in the Company per each one (1) Performance Right issued.

6. The Performance Rights may not be assigned, transferred, encumbered with a security interest in or over them, or otherwise disposed, without the consent of the Board.

7. The Performance Right holder must not enter into transactions or arrangements, including by way of derivatives or similar financial products, which limit the economic risk of holding unvested Performance Rights.

8. All Shares allotted upon the exercise of Performance Rights will upon allotment rank pari passu in all respects with other Shares.

9. The Company will not apply for quotation of the Performance Rights on the ASX. However, the Company will apply for quotation for all Shares allotted pursuant to the exercise of the Performance Rights on the ASX within 10 Business Days after the allotment of those Shares.

10. If at any time the issued capital of the Company is reconstructed, all rights of the Performance Right holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.

11. The other terms of the Performance Rights are as follows:

12. (a) A Performance Right has limited rights unless and until a nominated performance milestone is achieved.

13. (b) The Performance Right converts into the corresponding number of ordinary shares, with all the usual rights attached if or when the milestones are achieved.

14. (c) Their purpose is to incentivise eligible employees to support the Company to achieve and outperform performance milestones.

15. (d) The vesting of the relevant Performance Rights is determined against whether Earnings Per Share ( EPS ) pre-established targets have been met by way of the annual audit process.

16. (e) The EPS is based on a compound Earnings Per Share Target based on NPAT targets (Threshold Performance Hurdles and Overperformance Hurdles) as pre-determined by non-conflicted nonexecutive directors.

Explanatory Memorandum

• (f) 50% of each tranche of Performance Rights are linked to achieving the Threshold Performance Hurdle and the 50% for achieving Overperformance Hurdles on a pro rata basis.

• (g) Assuming compound EPS measures have been met, the relevant portion of the Performance Rights vest 30 days after the publication of the audited annual results and an ASX confirmation is made to the market that includes the relevant Threshold Performance Hurdles and, if achieved then the Overperformance Hurdles as well.

• (h) Full details of the Performance Rights granted or lapsed including (if vested) the relevant Threshold Performance Hurdles and Overperformance Hurdles shall be published in the remuneration section of each Annual Report.

• (i) The EPS target is calculated before abnormal, extraordinary or significant items (such as disposal of assets/businesses or write offs) as determined by the Board.

• (j) If the Threshold Performance Hurdle is met, but the Outperformance Hurdle is not fully met then a proportion of the Outperformance Hurdle Performance Rights will be eligible for vesting on a straight-line sliding scale (pro rata) basis.

• (k) The Performance Rights lapse if the relevant EPS targets are not achieved during the prescribed vesting period or if they are not exercised before the applicable expiry date.

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

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

Special Resolution

5. Approval of Additional 10% Placement Capacity

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

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

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

The Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval. If the Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If the Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

The Resolution is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders entitled to vote and voting on this Resolution.

Eligibility

An eligible entity under ASX Listing Rule 7.1A is one which, at the date of the resolution, has a market capitalisation of $300 million or less and is not included in the S&P / ASX 300 Index. The Company anticipates that it will be an eligible entity for the purposes of ASX Listing Rule 7.1A at the time of the Meeting.

The exact number of additional Equity Securities that the Company may issue under the 10% Placement Capacity will be determined by a formula set out ASX Listing Rule 7.1A.2 as follows:

(A x D) - E

where:

A = the number of fully paid ordinary securities on issue at the commencement of the relevant period,

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

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

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

• the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,

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

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

• the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,

• plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4,

• plus the number of partly paid ordinary securities that became fully paid in the relevant period),

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

.

'A' has the same meaning in ASX Listing Rule 7.1 when calculating an entity's 15% placement capacity

D = 10%.

E = the number of equity securities issued or agreed to be issued under rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under rule 7.4; and

"relevant period" means:

• if the entity has been admitted to the official list for 12 months or more, the 12 month period immediately preceding the date of the issue or agreement; or

• if the entity has been admitted to the official list for less

Explanatory Memorandum

than 12 months, the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement.

Any equity securities issued under the 10% Placement Capacity must be in an existing quoted class of the Company's equity securities and issued for cash consideration. The Company presently has one class of quoted securities, being Shares (ASX:COO).

Required information

The following information is provided to Shareholders to allow them to assess the Resolution, including for the purposes of ASX Listing Rule 7.3A.

Minimum price

As required by ASX Listing Rule 7.1A.3, any equity securities issued by the Company under ASX Listing Rule 7.1A can only be issued at a price that is no less than 75% of the volume weighted average market price for securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or

• (b) if the securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the securities are issued.

Risk of economic and voting dilution to existing Shareholders

If the Resolution is approved by Shareholders and the Company issues securities under the 10% Placement Capacity, the additional economic and voting interests in the Company will be diluted. There is a risk that the market price of the Company's securities may be significantly lower on the issue date than on the date of approval at the Annual Meeting and the securities may be issued at a price that is at a discount to the market price on the issue date.

Table 1 Dilution Table (“Dilution Table”) which is located at the end of this explanatory description of this resolution demonstrates potential dilution scenarios for a capital raising which may be conducted under ASX Listing Rule 7.1A as required by ASX Listing Rule 7.3A.4 where the number of the Company's Shares on issue (Variable "A" in the formula in ASX Listing Rule 7.1A.2) has remained current or increased by either 50% or 100% and the Share price has decreased by 50%, remained current or increased by 100% based on the closing Share price on ASX at 18 October 2021.

The Dilution Table uses the following assumptions which the Company does not represent will necessarily occur:

• (a) the “issue price at current market price” is the closing price of the Shares on the ASX on 18 October 2021.

• (b) Variable “A” is 596,756,789 which equates to the current number of Shares on issue at 18 October 2021. which also satisfies the criteria as defined above. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro-rata issue) or future specific placements under ASX Listing Rule 7.1 that are approved at a future meeting of Shareholders;

• (c) the Company issues the maximum number of securities available under the additional 10% ASX Listing Rule 7.1A approval;

• (d) the Dilution Table shows only the effect of issues of securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1;

• (e) no Performance Rights (including any Performance Rights issued under the 10% Placement Capacity) are exercised into Shares before the date of issue of equity securities;

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

• (g) the Dilution Table does not show an example of dilution that may be caused to a particular Shareholder by reason of the placements under ASX Listing Rule 7.1A, based on that Shareholder's holding at the date of the Annual Meeting;

• (h) the issue of Shares under ASX Listing Rule 7.1A consists only of fully paid ordinary shares in the Company; and

• (i) “Funds Raised” are before any capital raising costs which may be incurred

10% Placement Period

Shareholder approval under ASX Listing Rule 7.1A is valid from the date of the Annual Meeting at which approval is obtained until the earlier of:

• (a) the date which is 12 months after the date of the Annual Meeting at which the approval was obtained;

• (b) the time and date of the Company’s next Annual Meeting; or

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

Purpose of the Additional 10% Placement Capacity

While the Company does not have any immediate plans to issue Shares under the 10% Placement Capacity, the Company may seek to issue securities under the 10% Placement Capacity to raise funds for working capital, investing activities (including possible complementary business acquisitions if any are identified and approved by the Board), meet financing commitments or capital management activities deemed by the Board to be in the best interests of the Company.

The Company will comply with any disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.3 upon the issue of any securities under ASX Listing Rule 7.1A.

Allocation policy

The Company's allocation policy is dependent upon the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of allottees of equity securities will be determined on a caseby-case basis having regard to factors including but not limited to the following:

• (a) the methods of raising funds that are then available to the Company;

• (b) the effect of the issue of the equity securities on the control of the Company;

• (c) the financial situation and solvency of the Company; and

Explanatory Memorandum

(d) advice from professional and corporate advisers (if applicable).

Allottees under any capital raising which may be conducted under the 10% Placement Capacity pursuant to ASX Listing Rule 7.1A have not been determined as at the date of this Notice of Meeting and may include existing and/or new Shareholders but cannot include any related parties or associates of a related party of the Company.

Previous Issue of Securities under ASX Listing Rule 7.1A

The Company did not issue securities under ASX Listing Rule 7.1A during the past 12 months.

Compliance with ASX Listing Rules 7.1A.4 and 3.10.3

When the Company issues equity securities pursuant to the 10% Placement Capacity, it will give the ASX:

• (a) the information required by ASX Listing Rule 3.10.3 for release to the market; and

• (b) a list of names of the persons to whom the Company issued the equity securities and the number of equity securities allotted to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4.

At the date of this Notice of Meeting the Company has not invited and has not determined to invite any particular existing Shareholder or an identifiable class of existing Shareholder to participate in an offer under ASX Listing Rule 7.1A. Accordingly, no existing Shareholder will be excluded from voting on this Resolution.

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

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

Explanatory Memorandum

Table 1 – Mandatory LR 7.1A Dilution Table

Variable “A” in ASX Listing Rule 7.1.A.2		Dilution	Dilution	Dilution
		$0.0385	$0.077	$0.154
		50% decrease in Issue Price	Issue Price	100% increase in Issue Price
Current Variable A 596,756,789 Shares	10% Voting Dilution	59,675,679 59,675,679 59,675,679
	Funds Raised	$ 2,297,514 $ 4,595,027 $ 9,190,055
50% increase in current Variable A 895,135,184 Shares	10% Voting Dilution	89,513,518 89,513,518 89,513,518
	Funds Raised	$ 3,446,270 $ 6,892,541 $ 13,785,082
100% increase in current Variable A	10% Voting Dilution	119,351,358 119,351,358 119,351,358
1,193,513,578 Shares	Funds Raised	$ 4,595,027 $ 9,190,055 $ 18,380,109

Glossary

In this Explanatory Memorandum, unless the context otherwise requires:

ASX means ASX Limited ACN 008 624 691;

Board means the Board of Directors of the Company;

Closely Related Party of a member of the Key Management Personnel for an entity has the meaning given in the Corporations Act

Company means Corum Group Limited ABN 25 000 091 305;

Constitution means the existing constitution of the Company;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company;

Key Management Personnel has the same meaning as in the accounting standards as defined in section 9 of the Corporations Act (so the term broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director, whether executive or otherwise, of the Company); Listing Rules means the official listing rules of ASX;

Meeting means the Annual General Meeting of Shareholders convened by the Notice;

Notice means the Notice of Annual General Meeting to which this Explanatory Memorandum is attached;

Performance Right means a Right issued under the Company’s Omnibus Equity Plan;

Related party has the meaning given to that term in section 228 of the Corporations Act;

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

Virtual Meeting Registration and Voting

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REGISTRATION

• Go to: https://investor.automic.com.au/#/home.

• Log in using your existing username and password or click on “register” and follow the on-screen prompts to create your login credentials.

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• Once logged in you will see that the meeting is open for registration. Click on “view”.

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• Click on “register” to register your attendance for the meeting.

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REGISTRATION

• Select “yes, I would like to vote” and then click “next”.

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• You will be placed on a holding page until voting opens for the meeting. From here you can access the meeting video/audio by selecting the meeting URL.

• Once the Chair of the Meeting declares voting open, you should select “refresh”.

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VOTING

• The next screen will display the resolutions to be put to the meeting.

• The Chair of the meeting will provide instructions on when to mark your vote.

• You record your vote by selecting either “for”, “against” or “abstain” next to the appropriate resolution.

• Once voting has been declared closed you must select “next” to submit your vote.

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• On the next screen, check your vote is correct and select the box next to “declaration” – you cannot confirm your vote unless you select this box.

• • Select “confirm” to confirm your vote – you CANNOT amend your vote after pressing the “confirm” button.

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VOTING COMPLETE

• Your vote is now lodged and is final.

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Online Proxy Lodgment

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REGISTER

Step 1

• Go to: https://investor.automic.com.au/#/home.

• If you are a new user, select “register”.

• If you are an existing user, simply sign in under the “Existing users sign in”. and follow the instructions in Step 2 of this guide.

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• Start typing the company name or company code that you hold shares in and select the relevant company from the dropdown.

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REGISTER

• Enter your unique Holder Number which can be found on your proxy form. This number starts with a capital letter “I” or “X”.

• Enter the postcode recorded on the proxy form or select “change the country” if your holding is registered to an overseas address (then type and select the applicable country your holding is registered to).

• Tick the box “I’m not a robot” and select “next”.

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• Next, complete all information on the screen.

• Once each field is completed correctly you will see a green tick appear at the end of the field. Where you have entered incorrect information, you will see a red a star.

• Your password must contain: at least 8 characters, at least 1 number, at least 1 capital and lowercase letter and at least one special symbol (#, %, ! etc)

• Click “sign up”.

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LOG IN

• On the next screen simply select “login now”.

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Step 2

• Under “existing users” enter the username and password you created in the previous steps and select “log in”.

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• Select “Meetings”.

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VOTING

• Select “Vote”.

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• Select “Full holding” and select the box next to “Notice of Meeting”.

• If you wish to nominate the Chair of the Meeting as your proxyholder simply select “next”.

• If you wish to appoint a different proxyholder, place your cursor on “name of proxy” and type the name of your appointed proxyholder. Once you’ve typed the name in full press enter on your keyboard. This will replace “Chair of the meeting” with your chosen proxyholder.

• Select “next”.

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VOTING

• Mark your voting instruction next to each resolution. You must select a vote for each resolution before you can continue. Select “next”.

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• Check your vote is as you intended.

• If you are registered as a Corporation you must select the box next to “declaration”.

• Then select “save” to save your proxy vote.

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VOTING COMPLETE

• Your voting is complete.

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BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

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