TALGA GROUP LTD — AGM Information 2021

Oct 24, 2021

TALGA GROUP LTD

ACN 138 405 419 NOTICE OF ANNUAL GENERAL MEETING

TIME : 2:00pm (WST) DATE : Thursday, 25 November 2021 PLACE : QV1 Conference Centre Theatrette Level 2 250 St Georges Terrace Perth, Western Australia 6000

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Dean Scarparolo on (+61) 8 9 481 6667.

CONTENTS PAGE

Business of the Meeting (setting out the Resolutions)	6
Explanatory Memorandum (explaining the Resolutions)	8
Glossary	13
Proxy Form	Enclosed

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IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at QV1 Conference Centre, Theatrette Level 2, 250 St Georges Terrace, Perth, Western Australia on Thursday, 25 November 2021 at 2:00pm (WST) ( Meeting ).

The Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting. The Company advises that a poll will be conducted for each of the Resolutions.

The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at www.talgagroup.com and the ASX announcement platform.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (WST) on Tuesday, 23 November 2021.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy:

1. Please lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the below instructions:

Login to the Automic website using the holding details as shown as the Proxy Form.

Click on ‘Meetings’- ‘Vote.

To use the online lodgement facility, Shareholders will need their holder number (either Security Holder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.

1. Alternatively, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

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• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with Article 6.14(n) of the Constitution, each proxy may exercise one-half of the votes.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• Ø the proxy is not recorded as attending the meeting;

• Ø the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

ASKING QUESTIONS

A discussion will be held on all items to be considered at the Meeting.

Shareholders are asked to submit questions in writing as soon as possible, and preferably at least two Business Days prior to the Meeting to info@talgagroup.com. The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect of the formal items of business.

To ensure that as many Shareholders as possible have the opportunity to speak, Shareholders are requested to observe the following:

• All shareholder questions should be stated clearly and should be relevant to the business of the Meeting, including matters arising from the Annual Report and general questions about the performance, business or management of the Company.

• If a Shareholder has more than one question on an item, all questions should be asked at one time.

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Shareholders should not ask questions at the Meeting regarding personal matters or those that are commercial in confidence.

CHAIR'S VOTING INTENTIONS

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on any of the Resolutions by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at QV1 Conference Centre, Theatrette Level 2, 250 St Georges Terrace, Perth, Western Australia on Thursday, 25 November 2021 at 2:00pm (WST).

The Explanatory Memorandum provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4.00 pm (WST) on Tuesday, 23 November 2021.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

ANNUAL REPORT

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2021, which includes the Financial Report, the Directors' Report and the Auditor's Report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

"That the Remuneration Report be adopted by Shareholders on the terms and conditions in the Explanatory Memorandum."

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

Voting Prohibition

In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

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2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – STEPHEN LOWE

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

“That pursuant to and in accordance with Article 7.4(b) of the Constitution, Listing Rule 14.4 and for all other purposes, Stephen Lowe retires and, being eligible and offering himself for re-election, be re-elected as a Director."

3. RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE OF 2020 PLACEMENT SHARES

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

"That pursuant to and in accordance with Listing Rule 7.4, the issue of 17,241,380 Shares at $1.45 per Share to raise $25 million is approved."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue of the Shares, or an associate of those persons.

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

• (a) 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;

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

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

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

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

DATED: 19 OCTOBER 2021 BY ORDER OF THE BOARD

DEAN SCARPAROLO COMPANY SECRETARY

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at QV1 Conference Centre, Theatrette Level 2, 250 St Georges Terrace, Perth, Western Australia on Thursday, 25 November 2021 at 2:00pm (WST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum provides the following information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions contained within the Notice of Meeting:

Meeting:
Section 1	Financial Statements and Reports – Agenda Item
Section 2	Resolution 1 – Adoption of Remuneration Report
Section 3	Resolution 2 – Re-election of Director - Stephen Lowe
Section 4	Resolution 3 - Ratification of prior issue of 2020 Placement Shares

1. FINANCIAL STATEMENTS AND REPORTS – AGENDA ITEM

In accordance with the Constitution and section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, the Financial Report, the Directors’ Report, and the Auditor’s Report for the financial year ended 30 June 2021.

There is no requirement for Shareholders to approve the Company's annual financial report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Company's annual financial report which is available on its website at www.talgagroup.com or on the ASX platform for “TLG” at www.asx.com.au;

• (b) ask questions about, or comment on, the management of the Company; and

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Company's auditor about:

• (a) the preparation and content of the Auditor's Report;

• (b) the conduct of the audit;

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

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five Business Days before the Meeting to the Company Secretary at info@talgagroup.com or the Company's registered office.

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The Company will not provide a hard copy of the Company’s Financial Report to Shareholders unless specifically requested to do so.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and nonexecutive Directors.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).

Where a resolution on the Remuneration Report receives a Strike 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, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2020 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2022 annual general meeting, this may result in the re-election of the Board.

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

Resolution 1 is an ordinary resolution.

Given the personal interests of all Directors in this Resolution, the Board makes no recommendation to Shareholders regarding this Resolution.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR - STEPHEN LOWE

3.1 General

Article 7.4(b) of the Constitution and Listing Rule 14.4 both provide that a Director (excluding the Managing Director) must not hold office without re-election past the third annual general meeting following that Director's appointment or three years, whichever is longer.

Article 7.4(b) of the Constitution provides that a Director who retires in accordance with Article 7.4(b) is eligible for re-election.

Non-Executive Director Mr Stephen Lowe was first appointed as a Director on 17 December 2015, and his appointment was most recently approved by Shareholders at the annual general meeting held on 26 November 2018. Accordingly, Mr Lowe retires at this Meeting and, being eligible, seeks re-election pursuant to Resolution 2.

The Board considers Mr Lowe to be an independent Director.

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3.2 Stephen Lowe

Mr Lowe was first appointed as a Director of the Company on 17 December 2015.

Mr Lowe has a background in business management with over 20 years’ experience consulting to a range of corporate and high wealth clients. Mr Lowe is the former Business Manager for the Creasy Group, a position he held for 12 years before retiring in August 2019.

Mr Lowe is also an experienced public company director, being former Non-Executive Director of Coziron Resources Ltd, the former Chair of Sirius Resources NL and former Non-Executive Director of Windward Resources Ltd.

Mr Lowe holds a Bachelor of Business (Accounting) and a Masters of Taxation from the UNSW. He is a Fellow of the Taxation Institute of Australia.

Mr Lowe has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

3.3 Additional information

Resolution 2 is an ordinary resolution.

The Board (other than Mr Lowe) unanimously recommends that Shareholders vote in favour of Resolution 2 for the following reasons:

• (a) Mr Lowe has the necessary level of experience, particularly in business management;

• (b) Mr Lowe has pertinent qualifications and skill set; and

• (c) Mr Lowe has demonstrated a high level of requisite corporate leadership and continues to make a valuable contribution to the Board.

4. RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE OF 2020 PLACEMENT SHARES

4.1 General

On 16 December 2020, the Company announced it had received binding commitments for a placement to raise $25 million (before costs) ( Placement) by the issue of 17,241,380 Shares at $1.45 each ( 2020 Placement Shares ) to institutional and sophisticated investors ( Placement Participants ).

On 21 December 2020, the Company issued the 2020 Placement Shares using the Company's placement capacity under Listing Rule 7.1.

Resolution 3 seeks the approval of Shareholders to ratify the issue of the 2020 Placement Shares under and for the purposes of Listing Rule 7.4.

4.2 Listing Rules 7.1 and 7.4

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 shares it had on issue at the start of that period.

The issue of the 2020 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by the Company's Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further Equity

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Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the 2020 Placement Shares.

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 Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 3 seeks Shareholder approval to the issue of the 2020 Placement Shares under and for the purposes of Listing Rule 7.4.

If Resolution 3 is passed, the issue of the 2020 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the 2020 Placement Shares.

If Resolution 3 is not passed, the issue of the 2020 Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the 2020 Placement Shares.

4.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the 2020 Placement Shares:

• (a) the 2020 Placement Shares were issued to the Placement Participants, being sophisticated and professional investors who were either already known to the Company, or introduced to the Company by the lead manager of the capital raising (Morgan Stanley) or by other existing Shareholders. The Placement Participants were identified through a bookbuild process, which involved Morgan Stanley seeking expressions of interest to participate in the capital raising from investors already known to the Company or introduced by Morgan Stanley. None of the investors is a related party of the Company or considered to be a Material Investor;

• (b) a total of 17,241,380 2020 Placement Shares were issued;

• (c) the 2020 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue;

• (d) the 2020 Placement Shares were issued on 21 December 2020;

• (e) the 2020 Placement Shares were issued at $1.45 per Share;

• (f) the proceeds from the issue of the 2020 Placement Shares are intended to be applied towards:

• (i) building the Electric Vehicle Anode (EVA) pilot plant ($22 million); and

• (ii) general working capital including transaction costs and supporting the ongoing project development ($3 million);

• (g) there are no additional material terms with respect to the agreements for the issue of the 2020 Placement Shares; and

• (h) a voting exclusions statement is included in the Notice.

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4.4 Additional information

Resolution 3 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 3.

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GLOSSARY

$ means Australian dollars.

2020 Placement Shares means the 17,241,380 Shares issued on 21 December 2020 to the Placement Participants under the Placement, which are the subject of Resolution 3.

Annual General Meeting or Meeting means the meeting convened by the Notice.

Annual Report means the Director's Report, the Financial Report, and Auditor's Report, in respect to the year end 30 June 2021.

Article means an article of the Constitution.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

Auditor's Report means the auditor's report on the Financial Report.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chairperson or Chair means the person appointed to chair the Meeting.

Closely Related Party means:

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

• (b) has the meaning given in section 9 of the Corporations Act.

Company means Talga Group Ltd (ACN 138 405 419).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as in the Listing Rules and Equity Securities has the corresponding meaning.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel means 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 Listing Rules of ASX.

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Material Investor means, in relation to the Company:

• (a) a related party;

• (b) Key Management Personnel;

• (c) a substantial Shareholder;

• (d) an advisor; or

• (e) an associate of the above,

who received or will receive securities in the Company which constitute more than 1% of the Company's anticipated capital structure at the time of issue.

Meeting has the meaning given in the introductory paragraph of the Notice.

Morgan Stanley means Morgan Stanley Australia Securities Limited (ABN 55 078 652 276).

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Memorandum and the Proxy Form.

Option means an option which entitles the holder to subscribe for one Share, subject to the terms and conditions of such option.

Performance Right means a right which entitles the holder to subscribe for one Share, subject to the terms and conditions of such right.

Placement has the meaning given in Section 4.1.

Placement Participants means the institutional and sophisticated investors who participated in the Placement.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2021.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a holder of a Share.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

Trading Day has the meaning given in the Listing Rules.

VWAP means volume weighted average price.

WST means Western Standard Time as observed in Perth, Western Australia.

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