Hydrocarbon Dynamics : Notice of Annual General Meeting and Proxy Form

HYDROCARBON DYNAMICS LIMITED

ABN 75 117 387 354

NOTICE OF ANNUAL GENERAL MEETING

TIME:	10.00am (Melbourne time)
DATE:	Monday, 30 May 2022
PLACE:	The meeting will be held at:
Baker McKenzie
Level 19, 181 William Street, Melbourne VIC 3000

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 contact the Company Secretary on [phone].

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting (AGM) of the Shareholders of Hydrocarbon Dynamics Limited (HCD or the Company) will be held on Monday, 30 May 2022 at 10.00am (Melbourne Time).

The meeting will be held physically at the offices of Baker McKenzie, Level 19, 181 William Street, Melbourne.

The meeting will not be held virtually.

COVID-19 rules regarding social distancing are subject to constant change. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, HCD will make further information available through the ASX website at asx.com.au (ASX: HCD) and on its website. HCD Shareholders should monitor HCD's website and its ASX announcements for any updates.

You are encouraged to lodge a proxy form. To be effective, your proxy form must be received at the share registry of the Company no later than 10.00am (Melbourne time) on 28 May 2022, being 48 hours before the AGM.

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

A. CONSIDERATION OF REPORTS

To receive and consider the Financial Report, the Directors' Report and the Independent Auditor's Report of the Company for the financial year ended 31 December 2021.

Unless the Company's Share Registry has been notified otherwise, Shareholders have not been sent a hard copy of the Annual Report. All Shareholders can view the Annual Report, which contains the Financial Report for the year ended 31 December 2021, on the Company's website (www.hydrocarbondynamics.com); go to "Announcements and Reports" and then "Annual Reports".

Following consideration of the Reports, the Chairman will give Shareholders a reasonable opportunity to ask questions about or comment on the management of the Company.

The Chairman will also give Shareholders a reasonable opportunity to ask the Auditor questions relevant to the conduct of the audit, the preparation and content of the Independent 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.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by Shareholders that are relevant to the content of the Independent Auditor's Report or the conduct of the audit. A list of written questions, if any, submitted by Shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the AGM.

• B. ITEMS FOR APPROVAL

• 1. Remuneration Report

To consider and, if thought fit, to pass the following as an Advisory Resolution of the Company:

"That, the Company's Remuneration Report for the financial year ended 31 December 2021 (set out in the Directors' Report) be adopted."

The Remuneration Report is set out in the 2021 Annual Report. Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth), the vote on this resolution is advisory only, and does not bind the Directors or the Company.

A vote on the resolution must not be cast (in any capacity) by or on behalf of any of the following persons - a member of the key management personnel (KMP), details of whose remuneration are included in the Remuneration Report or a closely related party of a KMP. However, a person described above may cast a vote on the resolution if the vote is not cast on behalf of the persons described above and:

•  the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; or

•  the vote is cast by the Chairman and the proxy does not specify the way the proxy is to vote but the Chairman is expressly authorised to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP.

Shareholders who intend to appoint the Company's Chairman as proxy (including an appointment by default) should have regard to the important information below under the heading "Important information concerning proxy votes on Resolution 1". The proxy form sets out the manner in which the Chairman intends to cast undirected proxies. The proxy form also contains the authority for the Chairman to cast undirected proxies.

2. Re-election of Director - Mr Stephen Mitchell

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

" That Mr Stephen Mitchell who retires by rotation in accordance with Rule 13.2 of the Company's Constitution and, being eligible, offers himself for re-election, be and is hereby re-elected as a Director".

3. Re-election of Director - Mr Ray Shorrocks

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

" That Mr Ray Shorrocks who retires by rotation in accordance with Rule 13.2 of the Company's Constitution and, being eligible, offers himself for re-election, be and is hereby re-elected as a Director".

4. Approval of 10% placement facility

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

"That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the issue of Equity Securities 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 described in the Explanatory Memorandum to this Notice of Meeting, be and is hereby approved".

Voting exclusion statement

The Company will, in accordance with ASX Listing Rule 14.11, disregard any votes cast in favour of Special Resolution 4 by or on behalf of:

•  a person who may participate in the 10% Placement Issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this resolution is passed; or

•  an associate of those persons.

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

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

•  the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

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

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

By order of the Board

Julie Edwards Company Secretary 27 April 2022

ENTITLEMENT TO ATTEND AND VOTE

In accordance with Reg 7.11.37 of the Corporations Regulations 2001, the Board has determined that persons who are registered holders of shares of the Company as at 7:00pm (Melbourne time) on 28 May 2022 will be entitled to attend the AGM physically at the offices of Baker McKenzie, Level 19, 181 William Street, Melbourne as a shareholder.

Please note that COVID-19 rules regarding social distancing are subject to constant change.

You are encouraged to lodge a proxy form. To be effective, your proxy form must be received at the share registry of the Company no later than 10.00am (Melbourne time) on 28 May 2022, being 48 hours before the AGM as follows:

By post:

Hydrocarbon Dynamics Limited C/- Automic Registry Services PO Box 2226

Strawberry Hills NSW 2012

By delivery:

Automic Registry Services Level 5, 126 Phillip Street Sydney NSW 2000

Shareholder questions

If you wish to put a question to the Chairman of the Meeting or Auditor and you are not able to attend the AGM, please email your question to the Company Secretary [e-mail]. To allow time to collate questions and prepare answers, questions are to be received by the Company Secretary by 5:00pm (Melbourne time) 20 May 2022.

Questions submitted in writing to the Company Secretary will be put to the Chairman or Auditor at the Board's discretion.