QUANTUM GRAPHITE LIMITED — AGM Information 2023

Oct 25, 2023

Dear Shareholder,

On behalf of the Board of Directors, it is our pleasure to invite you to the Annual General Meeting of Quantum Graphite Limited.

The meeting will be as a virtual meeting at 11:00am (AWST) on Monday, 27 November 2023 online at https://meetings.linkgroup.com/QGL23.

We strongly encourage you to lodge your proxy ahead of the meeting or appoint a proxy to vote on your behalf. Your proxy must be lodged no later than 11:00am (AWST) on Saturday 25 November 2023.

You are also encouraged to submit questions to the Company (or the Company’s Auditor) ahead of the meeting. Questions must be submitted prior to 5:00pm (AWST) on Monday 20 November 2023. Registration opens from 10:30am (AWST) on the day of the meeting.

The documents relevant to the Meeting are available at the Quantum Graphite Limited website:

https://quantumgraphite.wp.gate.com/investors/

For any queries, please contact the Quantum Graphite Limited Share Registry on +61 1300 554 474 or email registrars@linkmarketservices.com.au.

Yours faithfully,

Bruno Ruggiero Chairman

NOTICE OF 2023 ANNUAL GENERAL MEETING

26 October 2023

Dear Quantum Graphite Shareholder,

Notice is given that Quantum Graphite Limited (“QGL” or “the Company”) will hold its Annual General Meeting (AGM) as a virtual meeting at 11:00am (AWST) on Monday, 27 November 2023 online at https://meetings.linkgroup.com/QGL2023.

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

Enter https://meetings.linkgroup.com/QGL2023 into a web browser on your computer or online device:

• Shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) printed at the top of the Proxy Form; and

• Proxyholders will need their proxy code which Link Market Services will provide via email no later than 24 hours prior to the Meeting.

Further details on how to participate in the AGM online are set out in the Notice of Meeting and in the Online Platform Guide. The Online Platform Guide provides details about how to ensure your browser is compatible with the online platform, as well as a step by step guide to successfully log in and navigate the site. The Online Platform Guide will be released to the ASX and is also available on our website at http://quantumgraphite.com/.

If you are unable to attend the meeting, you are encouraged to complete and return the enclosed proxy form which allows you to lodge your vote directly or appoint a proxy to vote on your behalf. You may also lodge your proxy online at www.linkmarketservices.com.au. The completed proxy form must be received by Link Market Services no later than 11:00am (AWST) on Friday, 24 November 2023.

At the AGM, the following items of business will be considered:

• receive and consider the Annual Financial Reports for the 2023 Financial Year.

• adopt the remuneration report.

• elect Mr David Trimboli as a Director of the Company.

• approve the prior issue of Shares to service providers to the Company and refresh the Company’s placement capacity.

• approve the possible future issue of Shares to service providers to the Company.

• approve the placement of Shares up to 10% of the issued capital of the Company (at the time of issue).

• approve the grant of share-based compensation to the Directors and the Company Secretary for past remuneration.

• approve the potential grant of share-based compensation to Chimaera Capital Markets.

Details of the items of business are set out in the following pages which also include the Explanatory Memorandum and the Board’s voting recommendations.

Instructions on how to appoint a proxy are on the back of the enclosed proxy form. Please read these instructions carefully. The instructions will also assist you if you wish to appoint the Chairman as your proxy to vote on your behalf. Proxy forms must be received by 11.00am AWST (2.00pm AEDST on Friday, 24 November 2023 to be valid for the meeting.

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The Investor section of our website contains a link to the Company’s Shares registry provider. You may register your details at this site, including email address, to receive all Shareholder information electronically including the 2023 Annual Financial Report and the Notice of Meeting.

We look forward to your participation at the AGM.

Release of market announcement authorised by Board of Directors Quantum Graphite Limited

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QUANTUM GRAPHITE LIMITED

ABN 41 008 101 979

NOTICE OF 2023 ANNUAL GENERAL MEETING

11:00AM AWST (VIA HTTPS://MEETINGS.LINKGROUP.COM/QGL23) ON MONDAY, 27 NOVEMBER 2023

The Explanatory Memorandum which follows the Agenda (and forms part of the Notice of Meeting) provides additional information on the matters to be considered at the Meeting.

ORDINARY BUSINESS

Annual Financial Report – 2023

To receive and consider the 2023 Annual Financial Report of the Company and its controlled entities and the reports of the Directors and of the Auditors for the financial year ended 30 June 2023.

The Company’s auditor will be present at the Meeting to answer questions regarding the Auditor’s Report.

RESOLUTION 1 - Remuneration Report

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

To adopt the Remuneration Report for the year ended 30 June 2023 submitted as part of the Directors’ Report for the financial year ended 30 June 2023, pursuant to sections 250R(2) and 250R(3) of the Corporations Act 2001 ( Corporations Act ).

Please note that the vote on this item is advisory only and does not bind the Directors of the Company or the Company.

RESOLUTIONS 2: Election of Director

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

That Mr David Trimboli, is elected as a Director of the Company in accordance with of the Company’s Constitution.

Information about Mr Trimboli is set out in the Explanatory Memorandum.

RESOLUTION 3 (a) & (b): Ratification of prior issuances (issued under ASX Listing Rule 7.1)

Each to be considered as a separate resolution.

• (a) Ratification of prior issue of 600,000 Placement Shares (issued under ASX Listing Rule 7.1)

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

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 600,000 Shares at an issue price of $0.525 per Share issued in accordance with ASX Listing Rule 7.1 on 6 March 2023, by way of payment for services provided by third parties.

• (b) Ratification of prior issue of 370,000 Placement Shares (issued under ASX Listing Rule 7.1)

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

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 370,000 Shares at an issue price of $0.51 per Share issued in accordance with ASX Listing Rule 7.1 on 7 June 2023, to institutional, professional and/or sophisticated investors and on the terms and conditions set out in the Explanatory Memorandum.

Information about this resolution including the applicable Voting Exclusion Statement is set out in the Explanatory Memorandum.

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RESOLUTION 4 – Approval of Proposed Issue of Shares to Service Providers

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

That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 2,500,000 fully paid ordinary Shares on the terms and conditions set out in the Explanatory Memorandum.

Information about this resolution including the applicable Voting Exclusion Statement is set out in the Explanatory Memorandum.

RESOLUTION 5 - Approval of Additional Share Issue Capacity under ASX Listing Rule 7.1A

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

In accordance with ASX Listing Rule 7.1A, and for all other purposes, the issue of Shares of 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 on the terms and conditions set out in the Explanatory Memorandum.

Information about this resolution including the applicable Voting Exclusion Statement is set out in the Explanatory Memorandum.

RESOLUTION 6(a), (b), (c), (d) and (e) - Approval of Issue of Shares to Directors and Company Secretary For Past Remuneration

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

• (a) That for the purpose of Listing Rule 10.11 and 10.13.2 and for all other purposes, Shareholder approval is given for the Company to issue to Mr Sal Catalano (or his nominee) 128,542 fully paid ordinary Shares in satisfaction of Directors’ fees for the period 1 January 2023 and ending on 31 December 2023 on the terms set out in the Explanatory Memorandum.

• (b) That for the purpose of Listing Rule 10.11 and 10.13.2 and for all other purposes, Shareholder approval is given for the Company to issue to Mr Bruno Ruggiero (or his nominee) 128,542 fully paid ordinary Shares in satisfaction of Directors’ fees for the period 1 January 2023 and ending on 31 December 2023 on the terms set out in the Explanatory Memorandum.

• (c) That for the purpose of Listing Rule 10.11 and 10.13.2 and for all other purposes, Shareholder approval is given for the Company to issue to Mr David Trimboli (or his nominee) 85,695 fully paid ordinary Shares in satisfaction of Directors’ fees for the period 1 January 2023 and ending on 31 December 2023 on the terms set out in the Explanatory Memorandum.

• (d) That for the purpose of Listing Rule 10.11 and 10.13.2 and for all other purposes, Shareholder approval is given for the Company to issue to Mr Michael Wyer (or his nominee) 85,695 fully paid ordinary Shares in satisfaction of Directors’ fees for the period 22 August 2023 and ending on 31 December 2023 on the terms set out in the Explanatory Memorandum.

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• (e) That for the purpose of Listing Rule 10.11 and 10.13.2 and for all other purposes, Shareholder approval is given for the Company to issue to Ms Rochelle Pattison (or her nominee) 85,695 fully paid ordinary Shares in satisfaction of Company Secretaries fees for the period 1 April 2023 and ending on 31 December 2023 on the terms set out in the Explanatory Memorandum.

Information about these resolutions including the applicable Voting Exclusion Statement are set out in the Explanatory Memorandum.

RESOLUTION 7 - Approval of Proposed Issue of Shares to Markets Nominees Pty Ltd for the provision of capital market services

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

That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 24,001,000 Shares to Markets Nominees Pty Ltd on the terms and conditions set out in the Explanatory Memorandum.

Information about this resolution including the applicable Voting Exclusion Statement is set out in the Explanatory Memorandum.

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QUANTUM GRAPHITE LIMITED ABN 41 008 101 979

EXPLANATORY MEMORANDUM

NOTICE OF 2023 ANNUAL GENERAL MEETING

11:00AM AWST (VIA HTTPS://MEETINGS.LINKGROUP.COM/QGL23) ON MONDAY, 27 NOVEMBER 2023

Introduction

1.1. General

The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company, which is material to a decision on how to vote on the resolutions contained in the Notice. The Explanatory Memorandum forms part of the Notice.

A copy of the Notice was lodged with ASX Limited (ASX) on 26th October 2023. No responsibility is taken for the content of this Notice by ASX.

This Explanatory Memorandum should also be read in conjunction with the 2023 Annual Financial Report attached to this Notice.

Shareholders are advised to read this document carefully and in full before the Meeting is held. If you are in any doubt as to how to deal with this document, please consult your legal, financial, or other professional advisor.

1.2. Purpose of Meeting

The Meeting has the following purposes:

• (i) to consider resolutions relating to the ordinary business of the Company required to be conducted at the 2023 Annual General Meeting of the Company, including the adoption of accounts and the approval of the remuneration report;

• (ii) to elect David Trimboli as a Director of the company;

• (iii) to ratify past issuance of Shares and, thus, refresh the issuance capacity of the Company;

• (iv) to approve the potential issuance of Shares for payment for services provided to the Company by contractors;

• (v) to approve the Additional Share Issue Capacity under ASX Listing Rule 7.1A;

• (vi) to consider resolutions relating to the remuneration of Directors; and

• (vii) to consider resolutions relating to the possible issuance of Shares to CCM

See Section 2 below, for further information.

1.3. Forward looking statements

This Explanatory Memorandum may contain forward looking statements. Shareholders should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the Company as well as general economic conditions and conditions in the financial markets.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and such deviations are both normal and to be expected. Neither the Company, any of its officers or any person named in the Notice or involved in the preparation of the Notice makes any representation or warranty (either express or implied) as to accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, and Shareholders are cautioned not to place undue reliance on those statements. To the extent that there is any forward-looking statement in this Notice, such statements reflect views held only as at the date of this Notice.

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1.4. Glossary

In this Notice of Meeting and Explanatory Statement, unless the context otherwise requires:

2023 Accounts means the Company's full-year financial reports for the year ended 30 June 2023 included within the 2023 Annual Financial Report.

ASX means Australian Securities Exchange Limited ACN 008 624 691 or the financial market conducted by it, as applicable.

Board means the board of Directors of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a Director of the Company.

Listing Rules means the listing rules of ASX, as amended or varied from time to time.

Notice means this Notice of Meeting including the Explanatory Memorandum.

Share(s) means a fully paid ordinary share(s) in the capital of the Company.

Shareholder means a person registered as a holder of Shares as at 7.00pm (AEST) on Friday, 24 November 2023.

2. Explanatory Notes to Resolutions

2023 Annual Financial Report

Pursuant to the Corporations Act, the Directors of a public company that is required to hold an Annual General Meeting must table the financial statements and reports of the Company for the previous year before Shareholders at that Annual General Meeting.

Shareholders have been provided with all relevant information concerning the Company's 2023 Accounts for the year ended 30 June 2023. A copy of this report has been forwarded or made available to each Shareholder and may also be found online at quantumgraphite.com and as announced to ASX. A copy of the 2023 Annual Financial Report will also be tabled at the Meeting.

Shareholders should note that the sole purpose of tabling the 2023 Annual Financial Report at the Annual General Meeting is to provide Shareholders with the opportunity to ask questions or discuss matters arising from the financial statements at the Meeting. It is not the purpose of the meeting that the financial statements be accepted, rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt the Company's financial statements will be put to Shareholders at the Meeting.

Shareholders will be allowed a reasonable opportunity to ask questions about, or make comments on, the management of the Company.

It is proposed that the Company's auditors will be present at the meeting. Shareholders present at the meeting will be allowed a reasonable opportunity to ask the Chairman of the Company questions about the management of the Company or ask the auditors questions relevant to:

(i) the conduct of the audit;

• (ii) the preparation and content of the auditor's report;

• (iii) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (iv) the independence of the auditors in relation to the conduct of the audit.

Written questions to the Chairman about the management of the Company, or to the Company’s auditor about the above matters, may be submitted by no later than 5 business days before the meeting to the Company Secretary at the Company’s registered office.

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Resolution 1 - Remuneration Report 2023

Section 300A of the Corporations Act requires that the Directors’ Report must contain a Remuneration Report containing prescribed information about the Board’s policy for determining the nature and amount of the remuneration of Directors and senior management. The Remuneration Report must also explain the relationship between the remuneration policy of the Board and the Company’s performance. The Remuneration Report is set out in the 2023 Annual Financial Report on page 9.

The Corporations Act requires that the Remuneration Report be submitted to Shareholders for adoption by a nonbinding resolution.

The Remuneration Report contains information regarding such matters (among others) as:

• (i) the Board's policy for determining the nature and levels of remuneration of the Company's senior management personnel;

• (ii) the relationship between the Board's remuneration policy and the Company's performance;

• (iii) prescribed information regarding the remuneration paid to each member of the Company's key management personnel, including the amount of the remuneration paid to those personnel; and

• (iv) where any element of the remuneration of a member of the key management personnel depended on the satisfaction of a performance condition, a summary of that performance condition and an explanation of why it was adopted in relation to the relevant personnel.

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders.

Section 250R(3) of the Corporations Act provides that this resolution is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders pass this will not require the Directors to alter any of the arrangements described in the respective Remuneration Report.

However, sections, 250U and 250Y, among others of the Corporations Act, give Shareholders the opportunity to remove the Board if the Remuneration Report receives a no vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule) .

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a no vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Director’s Report must stand for re-election ( Spill Resolution ).

In addition, if comments are made on the Remuneration Report at the AGM, the Company's remuneration report in respect of the following financial year will be required to include an explanation of the Board's proposed action in response to those comments or, if no action is proposed, the reasons why.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Reports.

The Chairman will cast all available proxies in favour of this resolution. Shareholders may also choose to direct the Chairman to vote against this resolution or to abstain from voting.

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Resolution 2: Election of Director – Mr David Trimboli

Mr David Trimboli offers himself for election to the Board in accordance with the Company’s Constitution.

Mr Trimboli is an experienced global investor with significant experience in commodities financing and trading. He was formerly a long serving senior coal trader at the world’s largest commodities trading group, Glencore International AG, and was a key member of the Glencore team when the group successfully completed its initial public offering in London and Hong Kong. Mr Trimboli has undertaken significant investments activities and holds diverse interests in commodities, industrial minerals, real estate and technology in Australia and internationally.

Mr Trimboli is the founder of Seefeld Investments, with offices in London, Zug and Perth and has been an integral part of the rapid growth of Seefeld’s business. He brings a wealth of experience in cultivating partnerships and key commercial relationships.

The Chairman will cast all available proxies in favour of this resolution. Shareholders may also choose to direct the Chairman to vote against this resolution or to abstain from voting. Each Director recommends that Shareholders vote in favour of this resolution.

Resolution 3 - Ratification of prior issuance of Shares (issued under ASX Listing Rule 7.1)

• a) Ratification of prior issue of 600,000 Shares to contractors (issued under ASX Listing Rule 7.1)

The 600,000 Shares (First Contractor Shares) were issued on 6 March 2023 pursuant to the Company’s Listing Rule 7.1 placement capacity.

The First Contractor Shares were issued as payment to contractors providing various services to the Company’s activities. No funds were received upon issuance of the First Contractor Shares however the Company has received the services sought.

Technical information required by ASX Listing Rule 7.5

• i) The First Contractor Shares were issued to contractors to the Company. These contractors agreed to provide their services in exchange for Shares.

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• j) None of the recipients are related parties of the Company.

• ii) The issuance of the First Contractor Shares reduced the cash costs of engaging the contractor.

• iii) 600,000 First Contractor Shares were issued at a price of $0.525 per Shares for a total consideration of $315,000 pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 3(a)).

• b) Ratification of prior issue of 370,000 Shares to contractors (issued under ASX Listing Rule 7.1)

The 370,000 Shares (Second Contractor Shares) were issued on 7 June 2023 pursuant to the Company’s Listing Rule 7.1 placement capacity.

The Second Contractor Shares were issued as payment to contractors undertaking research regarding the markets and activities undertaken by the Company. No funds were received upon issuance of the Second Contractor Shares however the Company has received the services sought.

Technical information required by ASX Listing Rule 7.5

• i) The Second Contractor Shares were issued to contractors to the Company. These contractors agreed to provide their services in exchange for Shares.

• j) None of the recipients are related parties of the Company.

• ii) The issuance of the Second Contractor Shares reduced the cash costs of engaging the contractor.

• iii) 370,000 Second Contractor Shares at a price of $0.515 per Share for a total consideration of $190,550 were issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 3(b).

Listing Rules 7.1 and 7.1A

Subject to a number of exceptions, Listing Rule 7.1 generally 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 12-month period.

Further, under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase its limit to 25% at the Annual General Meeting held on 30 November 2022. The additional 10% capacity was not utilised during the year since the 2022 AGM for the purposes of the First Contractor Shares and the Second Contractor Shares (collectively referred to as the Unapproved Shares).

The issue of the Unapproved Shares does not fit within any of the Listing Rule 7.1 exceptions. Accordingly, as the issue has not yet been approved by Shareholders, it effectively reduces the Company’s 15% issuance capacity under Listing Rule 7.1 by the amount of the Unapproved Shares and 12-month hereby reduces the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the date of issue of the Placement Shares.

Listing Rule 7.4

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. 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 this rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

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Resolution 3(a) and 3(b) seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Unapproved Shares.

Technical information required by ASX Listing Rule 14.1A

If Resolution 3 is passed, the Unapproved Shares will be excluded in calculating the Company’s combined 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Unapproved Shares.

Resolutions 3(a) and 3(b) are being considered separately. Each resolution may be approved or rejected by the meeting (they are not linked). If any resolution is not approved, it will effectively reduce the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the relevant shares. That is if any resolution is not passed it will be included in calculating the Company’s combined 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 the date of issue of the Placement Shares.

For clarity sake, the impact of each resolution is as follows:

				Quantity of Securities
Resolution		Description	Date of Issue	(Amount that placement capacity will be reduced by if
				not passed)
Resolution	3(a)	First Contractor Shares	6 March 2023	600,000
Resolution	3(b)	Second Contractor Shares	7 June 2023	370,000

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Resolution 4 – Approval of Proposed Issue of Shares to Service Providers

The Company is seeking Shareholder approval for the issue of up to 2,500,000 Shares to service providers including advisers and technical consultants that may be retained by the Company in connection with the advancement of its projects. The identity of the service providers is not known at this time.

The Shares shall be issued at a price not less than a 10% discount to VWAP of the Company’s Shares in the prior 5 trading days. In accordance with ASX Listing Rule 7.3 the Shares are required to be issued within 3 months of the 2023 Annual General Meeting.

The Directors believe that this resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour. In particular, the ability of the Company to issue new Shares as an additional incentive to advisers better positions the Company to pursue its interests in the prevailing market conditions.

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The Chairman will cast all available proxies in favour of this resolution. Shareholders may also choose to direct the Chairman to vote against this resolution or to abstain from voting. Each Director recommends that Shareholders vote in favour of this resolution.

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Resolution 5 - Approval of Additional Share Issue Capacity under ASX Listing Rule 7.1A

The Company is seeking Shareholder approval to issue an additional 10% of its issued Shares (10% Placement Capacity) over a 12-month period under Listing Rule 7.1A. The formula for the 10% Placement Capacity is set out in Listing Rule 7.1A.2 and the approval period to which it relates (generally no more than 12 months) is set out in Listing Rule 7.1A.1 and detailed below.

There are a number of other conditions applicable to the approval and issue of Shares under Listing Rule 7.1A, including:

• (a) That any new Shares issued under the 10% Placement Capacity must be in the same class as the existing quoted class of Shares of the Company; and

• (b) A limitation on the discount to prevailing market price at which they may be issued.

If this resolution is passed, the Company will be able to issue Shares up to the combined 25% limit specified in Listing Rules 7.1 and 7.1A without Shareholder approval.

If this resolution is not passed, the Company will not be able to access the 10% Placement Capacity provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Shares without the Shareholder approval required by Listing Rule 7.1.

Maximum Number of Shares that may be Issued

As at the date of the Notice, the Company has 337,370,000 Shares on issue. If this resolution is approved by Shareholders, the Company, could issue up to a further 33,737,000 Shares under Listing Rule 7.1A. The actual number of Shares that the Company can issue under Listing Rule 7.1A will be calculated at the date of issue of the Shares in accordance with the formula prescribed in Listing Rule 7.1A.2

Minimum Issue Price of Shares Issued

The minimum issue price of Shares under Listing Rule 7.1A will be calculated at the date of the issue of the Shares in accordance with the prescribed formula, i.e., the issue price of Shares must not be less than 75% of the VWAP of the Shares calculated over the 15 Trading Days during which trades in the Company’s Shares were recorded immediately before:

• (a) The agreed date on which the price at which the Shares are to be issued is agreed; or

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• (b) If the Shares are not issued within ten Trading Days of the day referred to in (a) above, the date on which the Shares are issued.

10% Placement Period

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

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

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

• (c) the date of the approval by shareholders of a transaction under Listing Rule 11.1.1 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

Statement of Purpose

The Company would seeks to issue the Shares under the 10% Placement Facility for cash consideration and will use the funds raised for capital expenditure, exploration and general operating expenses.

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

Technical Information

The numerical information in this part is correct as at the date of this Notice of Meeting.

• (a) Pursuant to Listing Rule 7.3A, the following additional information is provided in relation to the approval of the 10% Placement Facility. There is a risk that:

• the market price for the Company’s Shares may be significantly lower on the date of the issue of the Shares than on the date of the Meeting; and

• the Shares may be issued at a price that is at a discount to the Shares in the same class on the issue date, which may have an effect on the amount of funds raised by the issue of the Shares.

• (b) The table below shows the risk of voting dilution of existing Shareholders on the basis of the current market price of Shares and the current number of Shares on issue accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

• two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of Shares the Company has on issue. 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 entitlements issue) or future specific placements under Listing Rule 7.1 that are approved at a shareholders’ meeting; and

• two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.

current market price.
Number of Shares on		50% decrease in	Current Price	100% increase in
issue (Variable ‘A’ in		issue price $0.285	Issue price $0.57	issue price $1.14
ASX Listing Rule 7.1A2)
Variable A =	Shares Issued	33,737,000	33,737,000	33,737,000
337,370,000	Funds Raised	$9,615,045	$19,230,090	$38,460,180
Variable A =	Shares Issued	50,605,500	50,605,500	50,605,500
506,055,000	Funds Raised	$14,422,567	$28,845,135	$57,690,270
Variable A =	Shares Issued	67,474,000	67,474,000	67,474,000
674,740,000	Funds Raised	$19,230,090	$38,460,180	$76,920,360

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Shares available under the 10% Placement Facility.

• (ii) Options on issue not included.

(iii) 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%.

(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements pursuant to the date of the Meeting.

• (v) The table shows only the effect of issues of Shares under Listing Rule 7.1A and no other issues of Equity Securities.

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

• (vii) The issue price is $0.57, being the closing price of the Shares on the ASX on 23 October 2023 (the last quoted price).

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• (c) The Company may seek to issue the Shares for the following purposes:

• Consideration for the acquisition of services, assets or investments (including expenses associated with such acquisition) required for the development of the Company’s projects; and/or

• Raise funds for the general working capital needs of the Company.

• (d) The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 upon issue of any Shares. (e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Shares and the number of Shares allotted to each will be determined on a case-by-case basis having regard to factors including, but not limited to, the following:

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

• the effect of the issue of the Shares on the control of the Company;

• the financial situation and solvency of the Company; and

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

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

• (f) The Company has not previously obtained approval under ASX Listing Rule 7.1A.

Formula for Calculating the 10% Placement

The number of Shares which the Company may issue pursuant to this resolution 5 in accordance with ASX Listing Rule 7.1A.2 may be calculated in accordance with the following formula:

(A x D) - E

Where:

A is the number of Shares on issue at the commencement of the Relevant Period (the 12-month period immediately preceding the date of issue or agreement):

• i. plus the number of fully paid ordinary shares issued in the relevant period under an exception in ASX Listing Rule 7.2 other than exception 9, 16 or 17;

• ii. plus the number of fully paid shares issued in the relevant period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where:

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

• the issue of, or agreement to issue, the convertible securities was approved, or taken under the ASX Listing Rules to have been approved under ASX Listing Rule 7.1 or ASX Listing Rule 7.4

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

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

• the agreement or issue was approved, or taken under the ASX Listing Rules to have been approved, under ASX Listing rule 7.1 or ASX Listing Rule 7.4

• iv. plus the number of partly paid shares that became fully paid in the relevant period;

• v. less the number of fully paid ordinary shares cancelled in the relevant period;

D is 10%

E is the number of Shares issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by shareholders under ASX Listing Rules 7.4.

Board Recommendation

The Directors believe that this resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour. In particular, the ability of the Company to issue new Shares under the 10% Placement Capacity will enable the Company to issue Shares in circumstances where it might otherwise be subjected to the cost, delay and uncertainty of reverting to Shareholders for approval. The additional flexibility and speed to conduct capital raising will better position the Company to pursue its interests in the prevailing market conditions.

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Voting Exclusion Statement

The Company will disregard any votes cast in favour of the resolution by or on behalf of any person who is expected to participate in an issue of Shares under the 10% Placement Capacity or any person who may obtain a material benefit as a result of an issue of Shares under the 10% Placement Capacity (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, the Company need not disregard a vote if:

• (a) it is cast 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 on the resolution in that way;

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

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

• the beneficiary provides written confirmation to the holder that they are not excluded from voting, on the resolution; and

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

Resolutions 6(a), (b), (c), (d) & (e): Approval of Issue of Shares to Directors and Company Secretary for Past Remuneration

This resolution of the Notice seeks Shareholder approval for the purpose of Listing Rule 10.11 and all other purposes for the issue of Shares to Directors. This issue is proposed in lieu of the cash payment of Directors’ fees for the period 1 January 2023 to 31 December 2023. The Company pays such fees in Shares in order to conserve cash resources.

The issuance of Shares and the rates of remuneration are in accordance with the Company’s arrangements with the officeholders. These resolutions will authorise the Company to now issue the Shares within a month of the Annual General Meeting.

For the purposes of calculating the number of Shares issued the Company has utilised a range of Share prices. For the period 1 January 2024 to 31 December 2024 the company has the prior month’s VWAP (i.e 60.41 cents for the March 2023 quarter (being the VWAP for December 2022), 53.42 cents for the June 2023 quarter (being the VWAP for March 2023), 52.98 cents for the September 2023 (being the VWAP for June 2023) and 57.91 cents for the December 2023 quarters) (being the VWAP for September 2023).

Director/ Company Secretary Period Start Period End Annual Remuneration Rate Shares to be Issued Total Remuneration for Calendar 2023 Sal Catalano 1 January 2024 31 December 2024 $72,000 128,542 $422,000 Bruno Ruggiero 1 January 2024 31 December 2024 $72,000 128,542 $72,000 David Trimboli 1 January 2024 31 December 2024 $48,000 85,695 $48,000 Michael Wyer 1 January 2024 31 December 2024 $48,000 85,695 $48,000 Rochelle Pattison 1 January 2024 31 December 2024 $48,000 85,695 $48,000

Total remuneration includes an amount of $350,000 attributable to Sal Catalano’s position as the Company’s Chief Executive Officer.

The issuance of these Shares will result in a 0.15% dilution of the existing Shareholders

As required by ASX Listing rule 10.13 these Shares will be issued within 1 month of the meeting being held.

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RESOLUTION 7 - Approval of Proposed Issue of Shares to Market Nominees Pty Ltd for the provision of capital market services

3.1 Background

The Company is seeking Shareholder approval to issue up to 4,800,000 Shares to Market Nominees Pty Ltd an entity associated with Mr Sal Catalano for the provision of capital market services in connection with the raising of capital for the Uley 2 project.

This resolution is substantially the same as the resolutions passed at the General Meeting on 28 May 2021, 19 November 2021 and 30 November 2022 and is required to be put to Shareholders again due to the ASX Listing Rule requirements that the shares be issued within one month of the date of the approval by shareholders unless a waiver is sought and granted from the ASX. The Shares could not be issued within a month of the approval since the conditions could not be met within this time frame. It is anticipated that the successful conclusion of this transaction is likely to extend for a further three months and possibly up to six months and that further approvals may be required in the future.

Due to current market conditions, exchange rate movements and a potential increase in the scope of the plant, the quantum of the financing is likely to be larger than originally proposed and this resolution is based upon a potential capital raise of $150,000,000.

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3.2 Number of Shares to be issued

The number of Shares allocated is conditional upon the occurrence of specific capital markets milestones, i.e., (i) the signing of mandate documentation acceptable to the Company, (ii) the registration and/or approval of capital markets offering documentation and (iii) financial close.

On 21 May 2021, the Company announced that a funding mandate had been executed with ACT Capital GmbH triggering the first milestone under the mandate with CCM. Accordingly, on 4 June 2021, 9,850,000 Shares were issued to CCM.

For the purposes of this resolution the quantum of the maximum issue of shares is calculated by the following formula:

Capital Amount x Issue Price

Where:

Capital Amount means the funding requirement for the Uley 2 project being A$80,000,000 (see Mining Study announcement to the market on 11 December 2019) or such other amount determined by the Company.

Issue Price means the greater of $0.09 and the monthly VWAP for the five (5) trading days immediately preceding the achievement of the relevant milestone).

The formula for determining the actual number of shares to be issued on the achievement of the relevant milestone shall be determined in accordance with the following formula:

( Capital Amount x Fee % )/ Issue Price

Where:

Capital Amount see above.

Issue Price see above

Fee % means the fee percentage for each of the Milestones as specified in the following table.

	Capital Amountsee above. Issue Pricesee above Fee %means the fee percentage for each of the Milestones as specified in the following table.
	Milestone Fee %
	~~Execution of mandate document with lead arranger~~ ~~0.8%~~ Registration of offering or disclosure documentation 1.2% Financial close of Uley 2 project funding 1.5%

For the purpose of illustration, the Company has assumed that Shares will be issued to CCM at the minimum price of $0.45 per Share which would result in the maximum number of Shares being issued as set out in the table below:

		Fee %	A$Fee	Maximum Number
~~Signing of mandate document with lead~~	~~arranger~~	~~0.8%~~	~~$640,000~~	of Shares @$0.45 ~~9,850,0001~~
Registration of offering or disclosure documentation		1.2%	$1,800,000	2,133,333
Financial close of Uley 2 project funding		1.5%	$2,250,000	2,666,667
	Total	2.7%	$2,160,000	4,800,000

3.3 Note regarding Section 211

It is the view of Directors that the proposed issue of Shares pursuant to these resolutions fall within the exception under section 211 of the Corporations Act (reasonable remuneration) given the circumstances of the Company and the position

1 This milestone was satisfied, and shares were issued in June 2021 pursuant to Resolution 4 of the General Meeting held on 28 May 2021. The prior shares are included for additional disclosure and are not included in the total.

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held by Mr Sal Catalano. Accordingly, Shareholder approval is not being sought under section 208 of the Corporations Act, although Shareholder approval must be obtained pursuant to ASX Listing Rule 10.11.

3.4 Note regarding ASX Listing Rule 10.11

Listing Rule 10.11 requires a listed company to obtain Shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company. Approval pursuant to Listing Rule 7.1 is not required in order to issue the Shares to the Directors as approval is being obtained under Listing Rule 10.11.

Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under Listing Rule 10.11. For the purposes of Listing Rule 10.13, the following information is provided in relation to Resolution 4:

• (a) the related parties is Mr Catalano and he is a related parties by virtue of being a Director of the Company;

• (b) the maximum number of Shares to be issued by the Company will be determined by dividing the milestone payment amount by the prior five-day VWAP (subject to a floor price of $0.45) upon the occurrence of a milestone;

• (d) any fractions of Shares resulting from the calculation will be rounded down to the nearest whole number;

• (e) the Shares will be issued within five days of the milestone being achieved;

• (g) a voting exclusion statement is included in this Notice of Meeting of which this Explanatory Statement forms part; and

• (h) if a milestone has not been achieved within six (6) months the authorisation shall lapse (although the Directors may seek further approval from Shareholders to allow for Shares to be issued upon satisfaction of milestones after that date).

Mr Catalano is an executive Director of the Company and, as such, ASX Listing Rule 10.13.8 requires disclosure of Mr Catalano’s existing remuneration.

Catalano’s existing remuneration.	Catalano’s existing remuneration.
Details of the current remuneration package for Mr		Catalano is as follows:
	Base Payments	Director Fees	Total Remuneration
		(paid by issuance of Shares)
Mr Catalano	$330,000	$72,000	$422,000

The Company’s Annual Report for any period during which the Shares are issued to entities associated with Mr Catalano (or their nominees) shall disclose the details of the number of Shares that were issued to them, including the percentage of the Company’s issued capital represented by those Shares.

The relevant interests of the related parties in Shares of the Company and the potential future voting power of the related parties based on the issues of Shares to CCM (or its Nominee) are set out below:

Assuming Resolution 6 is not passed

	Shares	% Voting	Maximum No	Increase in	% Voting
	Currently	Power	of Shares to be	voting power for	Power after
	Held		issued under	individual	issuance*
			Resolution 7	dilution
Mr Catalano	62,218,509	18.44%	4,800,000	1.14%	19.71%
ssuming Resolution 6 is passed
	Shares Held if	% Voting	Maximum No of	Increase in voting	% Voting
	Resolutions 2	Power	Shares to be	power for	Power after
	and 3 are		issued under	individual dilution	issuance*
	passed		Resolution 7
Mr Catalano	62,218,509	18.45%	4,800,000	1.14%	19.59%

Assuming Resolution 6 is passed

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A Voting exclusion statement for each of the resolutions is set out in the Notice of Meeting. The Chairman intends to vote available undirected proxies in favour of all resolutions.

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ABN 41 008 101 979

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----- Start of picture text -----

LODGE YOUR VOTE
ONLINE

https://investorcentre.linkgroup.com
BY MAIL

Quantum Graphite 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
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150; or
Level 12, 680 George Street, Sydney NSW 2000
During business hours Monday to Friday
 ALL ENQUIRIES TO
Telephone: 1300 554 474 Overseas: +61 1300 554 474
----- End of picture text -----*

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 above by 11:00am (AWST) on Monday, 26 November 2023, 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

https://investorcentre.linkgroup.com

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).

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, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

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:

(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 virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at vote@linkmarketservices.com.au prior to the Meeting in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

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X99999999999
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X99999999999

PROXY FORM

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

APPOINT A PROXY

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the Name the Chairman of the person or body corporate you are appointing as your proxy. Meeting (mark box) An email will be sent to your appointed proxy with details Email on how to access the virtual meeting.

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 Annual General Meeting of the Company to be held at 11:00am (AWST) on Wednesday, 27 November 2023 (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://meetings.linkgroup.com/QGL23 (refer to details in the Notice of Meeting).

Important for Resolutions 1, 5, 6a-6e & 7: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 5, 6a-6e & 7, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

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 Remuneration Report

• 2 Election of Director – Mr David Trimboli

• 3a Ratification of prior issue of 600,000 Placement Shares

• 3b Ratification of prior issue of 370,000 Placement Shares

• 4 Approval of Proposed Issue of Shares to Service Providers

• 5 Approval of Additional Share Issue Capacity

• 6a Approval of Proposed Issue of Shares to Directors - Mr Sal Catalano

• 6b Approval of Proposed Issue of Shares to Directors - Mr Bruno Ruggiero

• 6c Approval of Proposed Issue of Shares to Directors - David Trimboli

For Against Abstain * For Against Abstain * 6d Approval of Proposed Issue of Shares to Directors - Mr Michael Wyer 6e Approval of Proposed Issue of Shares to Company Secretary - Ms Rochelle Pattison

• 7 Approval of Proposed Issue of Shares to Markets Nominees Pty Ltd

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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) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) 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).

QGL PRX2301N

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 – 11 and up

• Microsoft Edge – 92.0 and after

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://meetings.linkgroup.com/QGL23

Step 2

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

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

• On the left – a live webcast of the Meeting starts automatically once the meeting has commenced. If the webcast does not start automatically please press the play button and ensure the audio on your computer or device is turned on.

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

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

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.

Link Group Virtual Meeting Online Guide • 2

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Full Votes

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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.

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.

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

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only verified securityholders, Proxyholders and Company Representatives are eligible to ask questions.

If you have yet to obtain a voting card, you will 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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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’.

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.

4. Voting closing

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

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.

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

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

Link Group Virtual Meeting Online Guide • 4

5. Phone Participation

Asking a Question

What you will need

• a) Land line or mobile phone

• b) The name and securityholder number of your holding/s

• c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363

Joining the Meeting via Phone

Step 1

From your land line or mobile device, call: 1800 957 038 (within Australia) +61 02 8016 6129 (International)

Step 2

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

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

Step 1

When the Chairman calls for questions or comments on each item of business, press *1 on your keypad for the item of business that your questions or comments relates to. if at any time you no longer wish to ask a question or make a comment, you can lower your hand by pressing *2 on your keypad.

Step 2

When it is time to ask your question or make your comment, the moderator will introduce you to the meeting. Your line will be unmuted and you will be prompted to speak. If you have also joined the Meeting online, please mute your laptop, desktop, tablet or mobile device before you speak to avoid technical difficulties for you and other shareholders.

Step 3

Your line will be muted once your question or comment has been asked / responded to

Step 3

Once the moderator has verified your details you will be placed into a waiting room where you 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 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.

Contact us

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

Link Group Virtual Meeting Online Guide • 5