REDOX LIMITED — AGM Information 2023

Oct 8, 2023

REDOX LIMITED NOTICE OF MEETING FOR 2023 ANNUAL GENERAL MEETING

REDOX LIMITED (COMPANY) ABN 92 000 762 345

Redox Limited 2023 Notice of Annual General Meeting

Notice is given that the 2023 Annual General Meeting of Redox Limited (Redox or the Company) will be held at Rydges World Square Hotel, 389 Pitt Street, Sydney, NSW 2000 on Wednesday, 8 November 2023 at 10.00am (AEDT) (the Meeting).

The Meeting will be held as a hybrid meeting, meaning Shareholders can also view and participate in the Meeting via the online portal at: https://meetnow.global/MYMS4WV. Further information on how to attend and participate virtually is available at: www.computershare.com.au/virtualmeetingguide.

Agenda items

1. Financial Report, Directors' Report and Auditor's Report

To receive and consider the Financial Report of the Company and its controlled entities and the Reports of the Directors and Auditor for the year ended 30 June 2023.

1. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

Re-election of Director: I.

That Renato Coneliano, being eligible, be re-elected as a Director of the Company.

$II.$ Adoption of Remuneration Report:

That the Remuneration Report for the year ended 30 June 2023 be adopted.

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. A voting exclusion statement applies to this resolution (see Item 2 of the notes relating to voting).

The notes relating to voting and AGM participation, and the Explanatory Memorandum form part of this Notice of Meeting.

By Order of the Board

date 09/10/2023

sign here

Erika Jasarevic

Erika Jasarevic Company Secretary

$\overline{\mathbf{1}}$ Attending the Meeting in person and online

If you are attending in person, you must register at the Meeting. The registration desks will be open from 9:00am (AEDT) and we ask that you arrive at least 30 minutes before proceedings start to allow sufficient time to complete registration.

If you are attending online, we recommend that you log in and register from 9.30am (AEDT). To participate in the meeting:

• $\alpha$ Log in by entering the following URL: https://meetnow.global/MYMS4WV on your Click on 'Join Meeting Now'.
• b. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the meeting to obtain their unique email invitation link.
• Enter your postcode registered to your holding if you are an Australian shareholder. If you are an overseas $\Gamma$ shareholder select the country of your registered holding from the drop-down list.
• d. Accept the Terms and Conditions and 'Click Continue'.

You can view the meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting is in progress.

More information about how to use the online platform is available on the Online Meeting Guide available at: www.computershare.com.au/virtualmeetingguide.

The Meeting will also be webcast live at https://meetnow.global/MYMS4WV.

$\overline{2}$ Entitlement to vote

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares in the Company as at 7:00 pm AEDT on Monday, 6 November 2023 will be entitled to attend and vote at the Meeting as a shareholder. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

If more than one joint holder of shares is present at the Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Voting will be conducted by way of a poll, whereby shareholders have one vote for every fully paid ordinary share held (subject to the restrictions on voting referred to below).

$\mathbf{R}$ Voting exclusions

Resolution 3 (Adoption of Remuneration Report)

The Company will disregard any votes cast on resolution 3:

• by or on behalf of a member of the Company's key management personnel (KMP) named in the Company's $\bullet$ Remuneration Report for the year ended 30 June 2023 or their closely related parties, regardless of the capacity in which the vote is cast; or
• as a proxy by a person who is a member of the Company's KMP at the date of the Meeting or their closely related parties, unless the vote is cast as proxy for a person entitled to vote on resolution 3:
  • o in accordance with a direction in the proxy form; or
  • o by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy.

Proxies

• A shareholder entitled to attend, and vote has a right to appoint a proxy to attend and vote instead of the shareholder. A proxy need not be a shareholder and can be either an individual or a body corporate. A shareholder can appoint a proxy by completing and returning a proxy form (see section 4 of these notes relating to voting, and the proxy form).
• A shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or $\bullet$ number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder's votes.
• If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. If you do not direct your proxy how to vote on a particular item of business, you are authorising your proxy to vote as they decide, subject to any applicable voting exclusions.
• Members of the Company's KMP (which includes each of the Directors) and their closely related parties (which $\bullet$ includes spouses and dependents) will not be able to vote as proxy on resolution 3 unless you direct them how to vote or the Chairman of the Meeting is your proxy. If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, you should ensure that you direct that person how to vote on resolution 3.
• If you intend to appoint the Chairman of the Meeting as your proxy, you can direct the Chairman how to vote $\bullet$ by marking the boxes for the relevant resolution (for example, if you wish to vote "for", "against" or to "abstain" from voting). However, if you do not mark a box next to resolution 3, then by completing and returning the proxy form, you will be expressly authorising the Chairman to vote as they see fit in respect of resolution 3 even though it relates to the remuneration of the Company's KMP.
• On a poll, if:
  • o a shareholder has appointed a proxy (other than the Chairman of the Meeting) and the appointment of the proxy specifies the way the proxy is to vote on the resolution; and
  • o that shareholder's proxy is either not recorded as attending the Meeting or does not vote on the resolution, the Chairman of the Meeting will, before voting on the resolution closes, be taken to have been appointed as the proxy for the shareholder for the purposes of voting on that resolution and must vote in accordance with the written direction of that shareholder.
• Please note that for proxies without voting instructions that are exercisable by the Chairman of the Meeting, the Chairman intends to vote all available proxies in favour of each resolution.

5 Proxy form

If you wish to appoint a proxy to act on your behalf, please complete the proxy form.

To be effective the proxy form must be received no later than 10.00am (AEDT) on Monday, 6 November 2023 at:

Online:	www.investorvote.com.au using your secure access information.
Mail:	Computershare Investor Services Pty LimitedGPO Box 242, Melbourne VIC 3001, Australia
Phone:	1800 783 447 (in Australia) or +61 3 9473 2555 (outside Australia)

6 Corporate representatives

A body corporate that is a shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should provide evidence of his or her appointment, including any authority under which it has been signed, prior to the commencement of the Meeting unless it has previously been given to the Company.

$\overline{7}$ Voting by attorney

A shareholder entitled to attend and vote may appoint an attorney to act on his or her behalf at the Meeting. An attorney may but need not be a member of the Company.

An attorney may not vote at the Meeting unless the instrument appointing the attorney, and the authority under which the instrument is signed or a certified copy of the authority, are received by the Company in the same manner, and by the same time, as outlined above for proxy forms.

$\mathbf{R}$ Questions for the Company

On the day of the Meeting, shareholders will have a reasonable opportunity to comment and ask questions in person, and via the online platform at https://meetnow.global/MYMS4WV. More detailed information on how to ask questions during the meeting via the online platform is provided in the Online Meeting Guide available at: www.computershare.com.au/virtualmeeting.guide.

Shareholders may also submit written questions to the Company prior to the Meeting by 5.00pm (AEDT), Wednesday 1 November 2023. Please send any written questions to: Erika.jasarevic@redox.com The Chair of the Meeting will endeavour to address the key questions raised during the Meeting. However, there may not be sufficient time available at the Meeting to address all questions raised. Please note that individual responses will not be sent to shareholders.

9 Technical difficulties

Technical difficulties may arise during the Meeting. The Chair of the Meeting has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising their discretion, the Chair of the Meeting will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where they consider it appropriate, the Chair of the Meeting may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a directed proxy by 10.00am (AEDT) on Monday, 6 November 2023, even if they plan to attend the Meeting online / in person.

Shareholders should monitor the Company's website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting.

This Explanatory Memorandum has been prepared to help shareholders understand the items of business at the forthcoming Annual General Meeting (Meeting).

Annual Financial Report, Directors' Report and Auditor's Report 1

The Corporations Act requires:

• the reports of the Directors and Auditors; and
• the annual Financial Report, including the Financial Statements of the Company for the year ended 30 June $\bullet$ 2023,

to be laid before the Meeting. Neither the Corporations Act nor the Company's Constitution requires a vote of shareholders on the reports or statements. However, shareholders will be given an opportunity to raise questions or comments on the management of the company.

Also, a reasonable opportunity will be given to shareholders at the Meeting to ask the Company's Auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit.

$\overline{2}$ Re-election of Renato Coneliano

The ASX Listing Rules require Redox to hold an election of directors at each Annual General Meeting. In accordance with rule 8.1(f) of the Company's Constitution, Mr Renato Coneliano will retire from office at the conclusion of the Meeting and, being eligible, offers himself for re-election at the Meeting.

Renato joined Redox in 1980. He has had many roles over time including both sales and product management responsibilities, as well as Joint Managing Director in 2022. He was instrumental in developing the supply chain and identifying critical suppliers, building these relationships through extensive overseas travel.

As Marketing Director, Renato controls Product Management processes at Redox, controlling open positions, reducing risks, and ensuring that Redox has the market information that adds value to the supply chain. With a focus on gaining new agencies, he facilitates and assists marketing staff in seeking supply partners where shared values and common goals align for mutual benefit.

Renato has been a Director of Redox since 1986. Renato attends the Audit and Risk Management Committee and People and Safety Committee meetings but is not a formal member of those committees.

Recommendation

The Board (with Renato Coneliano abstaining) recommends that shareholders vote in favour of the re-election of Renato Coneliano.

The Remuneration Report on pages 35-44 of the Company's Annual Report sets out the remuneration policies of the Company and reports on the remuneration arrangements in place for the Company's KMP during the year ended 30 June 2023 (FY23 Remuneration Report). Shareholders will have a reasonable opportunity at the Meeting to ask questions about or make comments on the Remuneration Report.

As prescribed by the Corporations Act, the vote on the adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote and discussion at the Meeting into account in setting the remuneration policy for future years.

Recommendation

The Board recommends that shareholders vote in favour of the adoption of the Remuneration Report.

Need assistance?

Phone: 1300 855 080 (within Australia) +61 3 9415 4000 (outside Australia)

Online: www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Monday, 6 November 2023.

Proxy Form

How to Vote on Items of Business Lodge your Proxy Form:

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

APPOINTMENT OF PROXY

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

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

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

PARTICIPATING IN THE MEETING

Corporate Representative

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

Online:

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

Your secure access information is

SRN/HIN: Control Number: 182923

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

By Mail:

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

By Fax:

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

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

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

Step 1

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Redox Limited hereby appoint

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Redox Limited to be held at Rydges World Square Hotel, 389 Pitt Street, Sydney, NSW 2000 and as a virtual meeting on Wednesday, 8 November 2023 at 10:00am (AEDT) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 3 (except where I/we have indicated a different voting intention in step 2) even though Item 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

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

Step 2	Items of Business	PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
			For	Against	Abstain
Item 2	Re-election of Director - Renato Coneliano
Item 3	Adoption of the Remuneration Report

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

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