Lycopodium : Notice of Meeting 2019

Notice of Annual General Meeting 2019

Lycopodium Limited ABN 83 098 556 159

The Annual General Meeting of Shareholders of Lycopodium Limited will be held at Fraser Suites Perth,

10 Adelaide Terrace,

East Perth, Western Australia on Thursday, 21 November 2019 at 10.00 a.m. (AWST).

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice.

Notice of Annual General Meeting

Lycopodium Limited ABN 83 098 556 159

Notice is hereby given that the Annual General Meeting of Shareholders of Lycopodium Limited (Company) will be held at Fraser Suites Perth, 10 Adelaide Terrace, East Perth, Western Australia on Thursday, 21 November

2019 at 10.00 a.m. (AWST) (Meeting). The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting and should be read in conjunction with this Notice. Shareholders are specifically referred to the glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice and the Explanatory Memorandum.

The Explanatory Memorandum is incorporated in and comprises part of this Notice.

4 | LYCOPODIUM SHAREHOLDER REPORT 2019

AGENDA

ORDINARY BUSINESS

1. Financial, Directors' and Auditor's Reports
   To receive and consider the consolidated financial statements of the Company and its controlled entities and the reports of the directors and auditor for the year ended 30 June 2019.
   Note: there is no requirement for Shareholders to approve these reports and there is no vote on this item.
2. Resolution 1 - Remuneration Report
   To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:
   "That for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report, as set out in the Directors' Report for the year ended 30 June 2019, be adopted."
   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:
3. 1. the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
   2. the voter is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.
4. Resolution 2 - Re-election of Mr Michael Caratti as Director
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Mr Caratti, who retires in accordance with Articles 6.3(b) and 6.3(c) of the Constitution and Listing Rule 14.4, and, being eligible, offers himself for re-election, be re-elected as a Director."
5. Resolution 3 - Re-election of Mr Steven Chadwick as Director
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Mr Chadwick, who retires in accordance with Articles 6.3(b) and 6.3(c) of the Constitution and Listing Rule 14.4, and, being eligible, offers himself for re-election, be re-elected as a Director."
6. Resolution 4 - Approval of Incentive Performance Rights Plan
   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 exception 9(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the adoption of the employee incentive scheme of the Company known as the "Lycopodium Limited Incentive Performance Rights Plan" and the issue of Securities under that plan, on the terms and conditions in the Explanatory Memorandum."
   Voting Exclusion
   The Company will disregard any votes cast in favour of this Resolution by or on behalf of any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) or any of their respective associates.
   However, the Company need not disregard a vote if:
7. 1. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
   2. it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

1. the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
2. the appointment does not specify the way the proxy is to vote on this Resolution.

LYCOPODIUM LIMITED NOTICE OF ANNUAL GENERAL MEETING 2019 | 1

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Lycopodium Limited ABN 83 098 556 159

However, the above prohibition does not apply if:

1. the proxy is the Chair; and
2. the appointment expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. Resolution 5 - Approval to issue Performance Rights to Related Parties

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

"That, subject to Resolution 4 being passed and pursuant to and in accordance Listing Rule 10.14, section 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of Performance Rights to Directors (or their nominees) under the Plan as follows:

1. up to 26,265 Performance Rights to Mr Peter De Leo;
2. up to 23,715 Performance Rights to Mr Rodney Leonard;
3. up to 21,165 Performance Rights to Mr Peter Dawson; and
4. up to 21,165 Performance Rights to Mr Bruno Ruggiero,

on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of any Director who is eligible to participate in any employee incentive scheme of the Company or any of their respective associates.

However, the Company need not disregard a vote if:

1. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
2. it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibitions

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on these Resolutions if:

1. the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
2. the appointment does not specify the way the proxy is to vote on the Resolution.

However, the above prohibition does not apply if:

1. the proxy is the Chairman; and
2. the appointment expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Further, in accordance with section 200E(2A) of the Corporations Act, a vote on:

1. Resolution 5(a) must not be cast (in any capacity) by or on behalf of Mr De Leo (and his nominees) or any of their respective associates;
2. Resolution 5(b) must not be cast (in any capacity) by or on behalf of Mr Leonard (and his nominees) or any of their respective associates;
3. Resolution 5(c) must not be cast (in any capacity) by or on behalf of Mr Dawson (and his nominees) or any of their respective associates; and
4. Resolution 5(d) must not be cast (in any capacity) by or on behalf of Mr Ruggiero (and his nominees) or any of their respective associates.

However, a vote may be cast by such a person if:

1. 1. the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and
   2. it is not cast on behalf of the relevant Director (or his respective nominees) or an associate of those persons.
2. Resolution 6 - Removal of auditor
   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 section 329(1) of the Corporations Act and for all other purposes, approval is given for the removal of Grant Thornton Audit Pty Ltd as the current auditor of the Company effective from the date of the Meeting."
3. Resolution 7 - Appointment of auditor
   To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:
   "That, subject to Resolution 6 being passed and pursuant to and in accordance with section 327D of the Corporations Act and for all other purposes, RSM Australia Partners (RSM), being qualified and having been nominated and consented in writing to act in the capacity of auditor of the Company, be appointed as auditor of the Company effective from the date of the Meeting and the Directors be authorised to agree the remuneration of RSM".

2 | LYCOPODIUM SHAREHOLDER REPORT 2019

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Lycopodium Limited ABN 83 098 556 159

NOTES

PROXIES

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

• each member entitled to attend and vote at the Meeting has a right to appoint a proxy;
• the proxy need not be a member of the Company; and
• a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with Section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

In accordance with Section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments and proxy appointment authorities:

Registered Office:	Level 5, 1 Adelaide Terrace East Perth WA 6004
Facsimile Number:	[phone]
Postal Address:	PO Box 6832
	East Perth WA 6892
Email:	[e-mail]

If the Chairman of the Meeting is appointed, or taken to be appointed, as a proxy, but the appointment does not specify the way to vote on a Resolution, then the Chairman intends to exercise all available votes in favour of the relevant Resolution, including Resolutions 1 and 5, subject to compliance with the Corporations Act. 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.

In accordance with the Corporations Act, any directed proxies that are not voted on a poll at the Meeting will automatically default to the Chairman of the Meeting, who is required to vote proxies as directed.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

PROXY VOTING ON RESOLUTIONS 1 AND 5 (REMUNERATION OF KEY MANAGEMENT PERSONNEL)

The Key Management Personnel of the Company (which includes each of the Directors and executives named in the Company's Remuneration Report) and their Closely Related Parties will not be able to vote as your proxy 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 Key Management Personnel or one of their Closely Related Parties as your proxy, please ensure that you direct them how to vote on Resolutions 1 and 5 otherwise they will not be able to cast a vote as your proxy on that Resolution.

If you appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by marking one of the boxes for Resolution 1 and 5 (i.e.: to vote "for", "against" or "abstain").

If you appoint the Chairman of the Meeting as your proxy or the Chairman of the Meeting is appointed as your proxy by default, but you do not mark a voting box for Resolution 1 or 5, you will be taken to have expressly authorised the Chairman of the Meeting to exercise the proxy in respect of that Resolution even though the Resolution is connected with the remuneration of the Key Management Personnel.

Shareholders should be aware that any undirected proxies given to the Chairman of the Meeting will be cast by the Chairman of the Meeting in favour of the Resolutions the subject of this Meeting, including Resolutions 1 and 5, subject to compliance with the Corporations Act. 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.

"SNAP-SHOT" TIME

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that all Shares of the Company that are quoted on ASX at 4.00 p.m. (AWST) on Tuesday, 19 November 2018 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

CORPORATE REPRESENTATIVE

A body corporate may appoint an individual as its representative to attend and vote at the Meeting and exercise any other powers the body corporate can exercise at the Meeting. The appointment may be a standing one. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Dated 15 October 2019

By order of the Board

Justine Campbell

Company Secretary

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