Firefinch Limited ABN 11 113 931 105

Notice of General Meeting

Notice is given that a general meeting of Firefinch Ltd ACN 113 931 105 (Firefinch or the Company) will be held at 3:00pm (Perth Time) on Tuesday, 31 May 2022 at the Celtic Club, 48 Ord Street, West Perth, 6005 (General Meeting).

An Explanatory Memorandum accompanies and forms part of this Notice of Meeting and provides additional information on the Resolutions to be considered at the General Meeting. Terms used in this Notice of Meeting and the Explanatory Memorandum are defined in the Glossary.

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

If you wish to discuss any matter in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6149 6100.

Agenda items

Resolution 1 - Approval for an equal capital reduction and in-specie distribution of Leo Lithium Shares (Demerger Resolution)

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

That, for the purposes of sections 256B and 256C of the Corporations Act and for all other purposes, on the Demerger Record Date to determine the entitlements of Firefinch Shareholders to participate in the reduction of capital:

  • (a) the issued share capital of the Company be reduced by the Company, without cancelling any Firefinch Shares, by the Capital Reduction Amount with effect as at the Demerger Record Date to determine entitlements to the distribution and transfer referred to in paragraph (b) of this Resolution; and

  • (b) the Capital Reduction, and Demerger Dividend (if any), be satisfied by the distribution and transfer of 80% of the fully paid ordinary shares in Leo Lithium to Firefinch Shareholders registered as such on the Demerger Record Date on a pro rata basis, to be effected in accordance with the Firefinch Constitution, the Corporations Act, the Listing Rules and as otherwise determined by the Firefinch Directors, with the consequence that each Firefinch Shareholder on the Demerger Record Date shall be deemed in accordance with clause 9.8 of the Company's Constitution to have consented to becoming a Leo Lithium Shareholder and being bound by its constitution,

on the terms and conditions set out in the Explanatory Memorandum.

Resolution 2 - Approval of the New Firefinch Awards Plan

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

"That, pursuant to and in accordance with Listing Rule 7.2, Exception 13(b) and for all other purposes, Firefinch Shareholders approve the adoption of the New Firefinch Awards Plan, on the terms and conditions set out in the Explanatory Memorandum (including Schedule 7 to the Explanatory Memorandum), as an exception to Listing Rule 7.1."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

  • (a) a person who is eligible to participate in the New Firefinch Awards Plan; or

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

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

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

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

  • (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)

(ii)the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

  • (a) the appointment specifies the way the proxy is to vote on the Resolution; or

  • (b) the proxy is the Chair of the General Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the

Key Management Personnel. Firefinch Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution.

Firefinch Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

Resolution 3 - Approval of potential termination benefit in relation to securities issued pursuant to the New Firefinch Awards Plan

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

"That, for the purposes of Listing Rule 10.19 and Part 2D.2 of the Corporations Act, and for all other purposes, approval be given for the giving of benefits under the terms of the New Firefinch Awards Plan to any current or future person holding a managerial or executive office in Firefinch or a related body corporate in connection with that person ceasing to hold that managerial or executive office as set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

  • (a) an officer of the Company or any of its child entities (as defined in the Listing Rules) who is entitled to participate in a termination benefit; and

  • (b) 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 the directions given to the proxy or attorney to vote on the Resolution in that way;

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

  • (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.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

  • (a) the appointment specifies the way the proxy is to vote on the Resolution; or

  • (b) the proxy is the Chair of the General Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Firefinch Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution.

Firefinch Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

Resolution 4 - Ratification of prior issue of Firefinch Shares

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

"That, for the purpose of Listing Rule 7.4 and for all other purposes, Firefinch Shareholders ratify the previous issue of 149,253,732 Firefinch Shares (at an issue price of $0.67 each) on 20

December 2021 by way of placement, on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

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

  • (b) 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or

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

  • (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.

Resolution 5 - Increase in directors' fees

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

"That, pursuant to and in accordance with Listing Rule 10.17 and for all other purposes, the maximum aggregate directors' fees payable to non-executive Firefinch Directors be increased from $600,000 per annum to $800,000 per annum."

Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

  • (a) a Director of the Company; or

  • (b) an Associate of a Director.

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 the directions given to the proxy or attorney to vote on the Resolution in that way;

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

  • (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.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

  • (a) the appointment specifies the way the proxy is to vote on the Resolution; or

  • (b) the proxy is the Chair of the General Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Firefinch Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution.

Firefinch Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

Resolution 6 - Grant of Firefinch Performance Rights to Dr Michael Anderson or his nominee(s)

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

"That, subject to the approval of Resolution 1, for the purposes of Listing Rule 10.14 and for all other purposes, the Firefinch Directors are authorised to issue Firefinch Performance Rights to Dr Michael Anderson or his nominee(s) on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

  • (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question; or

  • (b) an Associate of that person.

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 the directions given to the proxy or attorney to vote on the Resolution in that way; or

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

  • (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.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

  • (a) the appointment specifies the way the proxy is to vote on the Resolution; or

  • (b) the proxy is the Chair of the General Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Firefinch Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution.

Firefinch Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

Resolution 7 - Grant of Firefinch Performance Rights to Mr Brett Fraser or his nominee(s)

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

"That, subject to the approval of Resolution 1, for the purposes of Listing Rule 10.14 and for all other purposes, the Firefinch Directors are authorised to issue Firefinch Performance Rights to Mr Brett Fraser or his nominee(s) on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

  • (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question; or

  • (b) an Associate of that person.

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

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Firefinch Ltd. published this content on 28 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2022 01:31:08 UTC.