Noumi : Notice of EGM - Tranche B Convertible Notes

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Noumi Limited

80 Box Road

Taren Point NSW 2229

Australia

ABN 41 002 814 235

10 March 2022

ASX Market Announcements

ASX Limited

Exchange Centre

20 Bridge Street

Sydney NSW 2000

Notice of Extraordinary General Meeting

Noumi Limited (ASX: NOU) (the Company) is pleased to confirm the lodgement and despatch of a Notice of Extraordinary General Meeting (EGM) to be held at 10:00am on Friday, 8 April 2022 at which the Company will seek shareholder approval to issue the Tranche B Notes (and shares on conversion of those Tranche B Notes) for the purposes of ASX Listing Rule 7.1.

Please refer to the Company's announcement dated 22 February 2022 for further details.

Shareholders are encouraged to participate in the EGM online via the following link:

https://meetings.linkgroup.com/NOUEGM22.

A copy of the notice of meeting, proxy form and virtual meeting online guide are attached to this announcement.

Investor inquiries:

Justin Coss

Company Secretary

Noumi Limited

• 612 9526 2555 [e-mail]

Media inquiries:

Clive Mathieson Cato & Clive

[phone] [e-mail]

For

This announcement was authorised for release by the Chair

About Noumi Ltd

Noumi (ASX: NOU) is a leading Australian FMCG company with a mission to create quality, on-trend, responsibly produced dairy and plant-based beverages, nutritional products and ingredients used across the health and fitness industries. The Company operates state-of-the-art manufacturing facilities in Victoria and NSW and produces key brands including the MILKLAB range of shelf-stable dairy and plant-based milks, Australia's Own, So Natural, Crankt, Vital Strength and PUREnFERRIN lactoferrin. https://noumi.com.au/

For personal use only

NOTICE OF EXTRAORDINARY GENERAL MEETING

AND

EXPLANATORY STATEMENT

Date of Meeting:

8 April 2022

Time of Meeting:

10:00am (Sydney time)

Place of Meeting:

Virtual Meeting:https://meetings.linkgroup.com/NOUEGM22

A Proxy Form is enclosed

IMPORTANT

This is an important document and requires your immediate attention.

You should read this document in its entirety before deciding how to vote and, if necessary, consult

your professional adviser.

Your Directors unanimously recommend that you vote in favour of the Resolution.

IMPORTANT NOTICES

For personal use only

Nature of this document

Notice is hereby given that an extraordinary general meeting of Shareholders (the Meeting) of Noumi Limited ACN 002 814 235 (the Company) will be held virtually at 10:00am (Sydney time) on Friday, 8 April 2022 for the purpose of allowing Shareholders to vote on a resolution relating to the proposed issuance of convertible notes (Tranche B Notes) by the Company to Eligible Noteholders (Capital Raising). Shareholders are able to attend the meeting via the Company's virtual meeting platform: https://meetings.linkgroup.com/NOUEGM22.

Further details regarding how to attend and vote at the Meeting are set out in the Virtual Online Meeting Guide accompanying this Notice and Annexure B to the Explanatory Statement. The Explanatory Statement, Annexure B and the Proxy Form accompanying this Notice are part of this Notice.

Shareholders are encouraged to read this Notice of Meeting, Explanatory Statement and the accompanying material in its entirety before making a decision on how to vote on the proposed Resolution.

Further details on how to participate in the Meeting are set out in this Notice and in the Link Virtual Meeting Online Guide.

The Virtual Meeting Online Guide provides details about how to ensure your browser is compatible with the online platform, as well as a step-by-step guide to successfully logging in and navigating the site. The Virtual Meeting Online Guide will be released to the ASX

and is also available on our website at

www.noumi.com.au

It is recommended that Shareholders log in to the online

platform at least 15 minutes prior to the scheduled start time for Meeting on a supported web browser on their

computer or online device.

To log in to the Meeting and vote, Shareholders will

need their securityholder number and postcode.

Proxyholders will need a proxy code to log in. This will

be provided by the Share Registry via email within 24 hours prior to the Meeting.

Written questions can be submitted by Shareholders and proxyholders via the Online platform by following the instructions on the Virtual Meeting Online Guide.

Shareholders and proxyholders can also join and listen to the meeting by telephone and subject to obtaining a PIN from Link in advance of the meeting, will also be

able to ask questions.

Shareholders and proxyholders wishing to ask a question by telephone can obtain the required PIN by contacting Link on [phone].

To join the meeting via phone call [phone] (via landline) or [phone] (via mobile) prior to the Meeting.

Disclaimer

The information in this Explanatory Statement should be read in conjunction with the Company's other periodic and continuous disclosure announcements and other announcements which can be obtained from ASX's website (www.asx.com.au) or from the Company's website (www.noumi.com.au).

In preparing this Notice of Meeting and Explanatory Statement, the Company has not taken into account the investment objectives, financial situation or particular needs of any particular person. Accordingly, before acting on this Notice of Meeting and Explanatory Statement, you may need to obtain independent legal, financial and/or taxation advice that takes your own financial circumstances into account.

ASX

A copy of this Notice of Meeting and Explanatory Statement (including the Independent Expert's Report) has been provided to ASX.

Neither ASX, nor any of its officers, takes any responsibility for the contents of this Notice of Meeting and Explanatory Statement.

Defined terms

A number of terms used in this Notice of Meeting Explanatory Statement are defined in the glossary in Section 4 of the Explanatory Statement. For the defined terms specific to the Notes and the Note Terms, please refer to a version of the full form Note Terms which were disclosed to ASX on 24 May 2021. Please also refer to the changes made to the Note Terms as set out in Section 1.3 of the Explanatory Statement.

Responsibility for information

This Notice of Meeting and Explanatory Statement has been prepared by the Company.

No person has been authorised to give any information or make representations in connection with the Capital Raising other than the information and representations contained in this Notice of Meeting and Explanatory Statement. Except as expressly stated in this Notice of Meeting and Explanatory Statement, no persons have

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been authorised to make any representation or warranty, express or implied as to the accuracy or completeness of the Notice of Meeting and Explanatory Statement.

Except as required by law and then only to the extent so required, none of the Company, the Trustee, the Security Trustee, the Note Registrar nor the Paying Agent (defined below), nor any of their respective associates warrants or guarantees the future performance of the Company, the Tranche B Notes or any Shares issued on conversion or redemption of the Tranche B Notes.

Forward-looking statements

Any forward-looking statements contained in the Explanatory Statement have been based on expectations at the date of preparation of the Explanatory Statement about future events. The forward-looking statements included in this document may generally be identified by use of forward-looking words such as believe, aim, expect, anticipate, intending, foreseeing, likely, should, planned, may, estimate, potential or other similar words. Similarly, statements that describe the Company's objectives, plans, goals or expectations are, or may be, forward

looking statements. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results to differ materially from the expectations. Nothing contained in the Explanatory Statement is, or may be relied on as, a promise or representation as to the accuracy or likelihood of fulfilment of any forward-looking statements, except to the extent required by law. You are therefore cautioned not to place undue reliance on any such forward looking statements.

Subject to any obligations under the Corporations Act or the ASX Listing Rules, the Company does not give any undertaking to update or revise any forward-looking statements after the date of this Notice of Meeting and Explanatory Statement to reflect any change in expectations in relation thereto or any change in events, conditions or circumstances on which any such statement is based.

Pro forma financial information

The Explanatory Statement contains pro forma financial information showing the proposed application of the proceeds of the Capital Raising. The pro forma financial information provided is for illustrative purposes only and should not be relied upon as it is not represented as being indicative of the Company's future financial condition and/or performance. The pro forma financial information does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.

Currency

Unless otherwise stated, a monetary reference in the Explanatory Statement is a reference to the Australian dollar.

Privacy and personal information

The Company may need to collect personal information to conduct the Meeting and the Capital Raising and issue the Tranche B Notes. This information may include the name, contact details and security holding of Shareholders, and the name of persons appointed by Shareholders to act as proxy, attorney, or in the case of a corporate Shareholder or proxy, as corporate representative at the Meeting. The primary purpose of collecting this personal information is to assist the Company in the conduct of the Meeting, the Capital Raising, the issue of the Tranche B Notes and to enable the Capital Raising and the issue of the Tranche B Notes to be implemented in the manner described in this Explanatory Statement. Without this information, the Company may be hindered in its ability to carry out these purposes to full effect. The collection of certain personal information is authorised by the Corporations Act.

Personal information may be disclosed to the Share Registry, print and mail service providers, authorised securities brokers and to related entities of the Company.

Shareholders have certain rights to access their personal information that has been collected. Shareholders should contact the Company Secretary in the first instance if they wish to request access to their personal information.

Shareholders who appoint a named person to act as their proxy, attorney, or in the case of a corporate Shareholder or proxy, as their corporate representative at the Meeting, should ensure that they inform that person of the matters outlined above.

Notice to foreign persons

This document has been prepared to reflect the applicable disclosure requirements of Australia, which may be different from the requirements applicable in other jurisdictions. The financial information included in this document is based on financial statements that have been prepared in accordance with accounting principles and practices generally accepted in Australia, which may differ from generally accepted accounting principles and practices in other jurisdictions.

This Explanatory Statement and the Notice of Meeting do not constitute an offer in any place or country in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Capital Raising or the Tranche B

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Notes, or otherwise permit an offer of the Notes, in any jurisdiction other than Australia, except that Eligible Noteholders in New Zealand, Singapore, Hong Kong, United Kingdom and the United States may participate in the Capital Raising.

Trustee, Security Trustee, Note Registrar and Paying Agent

Global Loan Agency Services Australia Specialist Activities Pty Limited (ACN 635 992 308):

1. has not authorised or caused the issue, submission, dispatch or provision of this Explanatory Statement and the Notice of Meeting and does not make any statement or purport to make any statement in this Explanatory Statement and the Notice of Meeting;
2. nor any of its directors, employees, officers, affiliates, agents, advisors, delegates, attorneys, intermediaries or related body corporate (each a related person) assume any responsibility for the accuracy or completeness of any information contained in this Explanatory Statement and the Notice of Meeting;
3. to the maximum extent permitted by law expressly disclaims all liability in respect of, makes no representation or any statement regarding, and takes no responsibility for, any part of this Explanatory Statement and the Notice of Meeting, or any statements in, or omissions from this, other than the references to its name and the statement(s) and/or report(s) (if any) specified below and included in this Explanatory Statement and the Notice of Meeting with its written consent;
4. nor any related person makes any representation as to the truth completeness and accuracy of the contents of this Explanatory Statement and the Notice of Meeting;
5. has relied on the Company for the accuracy and completeness of the contents of this Explanatory Statement and the Notice of Meeting; and
6. nor any related person makes any representation or warranty as to the performance of the Tranche B Notes or the payment of interest, Conversion or Redemption of the Tranche B Notes.

Rounding

A number of figures, amounts, percentages, estimates, calculations of values and fractions in the Explanatory Statement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in the Explanatory Statement.

Timetable and dates

All times and dates relating to the Capital Raising referred to in the Explanatory Statement may change

and, among other things, are subject to all necessary approvals from regulatory authorities.

Further information

Instructions for attending and voting at the Meeting are set out in the Virtual Meeting Online Guide and Annexure B of the Explanatory Statement.

If after reading the Virtual Meeting Online Guide, the Explanatory Statement and Notice of Meeting you have any questions about the Capital Raising, the Resolution or how to vote at the Meeting, please call 1300 732 806 from within Australia, or [phone] outside of Australia.

Date

This Notice of Meeting and Explanatory Statement are dated 10 March 2022.

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