Bowen Coking Coal : Notice of Extraordinary General Meeting/Proxy Form

For personal use only

7 March 2022

ASX ANNOUNCEMENT

NOTICE OF EXTRAORDINARY GENERAL MEETING

Dear Shareholder,

On behalf of the Board, I am pleased to invite you to Bowen Coking Coal's Extraordinary General Meeting ("EGM") to be held at Level 35, Waterfront Place, 1 Eagle St, Brisbane on 6 April 2022 at 10.00am (AEST).

In light of the COVID‐19 pandemic and social distancing restrictions, the meeting will also be held online and the Company encourages Shareholders to attend the EGM online.

Shareholders will be able to view and download the Meeting Materials online from the Company's website at https://www.bowencokingcoal.com.au/upcomingegmor the ASX market announcements platform (ASX code "BCB"). If you have nominated an email address with the Company's Share Registry, Link Market Services, and have elected to receive electronic communications you will receive an email to your nominated email address with a link to the electronic copy of the Meeting Materials.

Shareholders can attend the EGM online at the following link: https://meetings.linkgroup.com/BCB22

If you have problems accessing this service, please contact our share registry, Link Market Services on [phone] or email [e-mail].

Further information on how to participate and vote virtually is set out in the Notice of Meeting and the Online Platform Guide at https://www.bowencokingcoal.com.au/upcomingegm

The Board of the Company has authorised the release of this announcement to the market.

For further information please contact:
Duncan Cornish	Sam Aarons
Company Secretary	Investor Relations
[phone]	[phone]

Level 7, 167 Eagle Street

Brisbane Queensland 4000

GPO Box 1465 Brisbane Qld 4000

ACN: 064 874 620

ACN: 064 874 620

1. [phone] [e-mail]

ASX: BCB

bowencokingcoal.com

For personal use only

Bowen Coking Coal Limited

ABN 72 064 874 620

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY STATEMENT

Date of meeting: 6 April 2022

Time of meeting: 10.00am AEST

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

This Notice of Meeting and Explanatory Statement 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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 7.00pm (AEST) on 4 April 2022.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on [phone].

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BUSINESS OF THE EXTRAORDINARY GENERAL MEETING

For personal use only

Notice is given that an Extraordinary General Meeting of Shareholders of Bowen Coking Coal Limited ABN 72 064 874 620 (Company) will be held online (see further details below) and at Level 35, Waterfront Place, 1 Eagle St, Brisbane on 6 April 2022 at 10.00am (AEST). In light of the COVID-19 pandemic and social distancing restrictions, the Company encourages Shareholders to attend the General Meeting online.

Terms used in this Notice of Meeting are defined in the Glossary forming part of the Explanatory Statement. The Explanatory Statement and the Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting.

A copy of this Notice and the Explanatory Statement which accompanies this Notice has been lodged with the Australian Securities & Investments Commission (ASIC) in accordance with Section 218 of the Corporations Act.

INSTRUCTIONS FOR ATTENDANCE AT MEETING & VOTING

Shareholders can attend the General Meeting online at the following link: https://meetings.linkgroup.com/BCB22

The Company's Share Registry recommends logging onto our online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

• Enterhttps://meetings.linkgroup.com/BCB22into a web browser on your computer or online device;
• Shareholders will need their Shareholder Reference Number or Holder Identification Number, which is printed at the top of the Voting Form; and
• Proxyholders will need their proxy code which Link Market Services will provide via email no later than 48 hours prior to the Meeting.

Shareholders are encouraged to participate in the General Meeting virtually via the Company's virtual General Meeting platform at https://meetings.linkgroup.com/BCB22or via the appointment of a proxy.

Further information on how to participate and vote virtually is set out in this Notice and the Online Platform Guide at https://www.bowencokingcoal.com.au/upcomingegm.

DISCUSSION & SHAREHOLDER QUESTIONS

Discussion will take place on all items of business to be considered at the General Meeting.

All Shareholders will have a reasonable opportunity to ask questions during the General Meeting via the virtual General Meeting platform.

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

• all Shareholder questions should be stated clearly and should be relevant to the business of the Meeting;
• if a Shareholder has more than one question on an item of business, all questions should be asked at the one time; and
• Shareholders should not ask questions at the Meeting relating to any matters that are personal to the Shareholder or commercial in confidence.

Shareholders who prefer to register questions in advance of the General Meeting are invited to do so. A Shareholder Question Form is also available on the Company's website: https://www.bowencokingcoal.com.au/upcomingegm. Written questions must be received by the Company or Link Market Services Limited by 5pm on 4 April 2022, and can be submitted online, by mail, by fax or in person (as set out on the top of the Shareholder Question Form).

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For personal use only

ORDINARY BUSINESS

1. Resolution 1 - Ratification of previous issue of Placement Shares under Listing Rule 7.1 in November 2021

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

"That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue of 19,197,377 fully paid ordinary shares in the Company (November 2021 Placement Shares) previously issued under the Company's Listing Rule 7.1 (15%) issue capacity, on the terms and conditions set out in the Explanatory Statement."

2. Resolution 2 - Ratification of previous issue of Placement Shares under Listing Rule 7.1A in November 2021

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

"That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue of 49,552,623 fully paid ordinary shares in the Company (November 2021 Placement Shares) previously issued under the Company's Listing Rule 7.1A (additional 10%) issue capacity, on the terms and conditions set out in the Explanatory Statement."

3. Resolution 3 - Ratification of previous issue of Bluff Consideration Shares under Listing Rule 7.1

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

"That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue of 27,941,177 fully paid ordinary shares in the Company (Bluff Consideration Shares) previously issued under the Company's Listing Rule 7.1 (15%) issue capacity, on the terms and conditions set out in the Explanatory Statement."

4. Resolution 4 - Ratification of previous issue of Placement Shares under Listing Rule 7.1 in February 2022

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

"That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue of 135,288,440 fully paid ordinary shares in the Company (February 2022 Placement Shares) previously issued under the Company's Listing Rule 7.1 (15%) issue capacity, on the terms and conditions set out in the Explanatory Statement."

5. Resolution 5 - Ratification of previous issue of Placement Shares under Listing Rule 7.1A in February 2022

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

"That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue of 72,065,373 fully paid ordinary shares in the Company (February 2022 Placement Shares) previously issued under the Company's Listing Rule 7.1A (additional 10%) issue capacity, on the terms and conditions set out in the Explanatory Statement."

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VOTING EXCLUSIONS:

For personal use only

Resolutions 1, 2, 3, 4 and 5

The Company will disregard any votes cast in favour of Resolutions 1, 2, 3, 4 and 5 by or on behalf of:

1. a person who participated in the issue; or
2. an associate of that person or those persons.

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

1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

IMPORTANT INFORMATION ABOUT VOTING ON THE RESOLUTIONS

All Resolutions will be by Poll

In accordance with clauses 13.16 and 13.17 of the Company's Constitution, the Chair intends to call a poll on each of the Resolutions proposed at the Meeting. Each Resolution considered at the Meeting will therefore be conducted by a poll, rather than on a show of hands. The Chair considers voting by poll to be in the interests of the Shareholders as a whole and is a way to ensure the views of as many Shareholders as possible are represented at the Meeting.

How to vote

Shareholders may vote by:

1. Using the online platform. We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:
2. 1. Enterhttps://meetings.linkgroup.com/BCB22into a web browser on your computer or online device;
   2. Securityholders will need their Securityholder Reference Number or Holder Identification Number, which is printed at the top of the Voting Form; and
   3. Proxyholders will need their proxy code which Link Market Services will provide via email no later than 48 hours prior to the Meeting.

Online voting will be open between the commencement of the Meeting at 10.00 am (AEST) on 6 April 2022 and the time at which the Chair announces the closure of voting.

More information about online participation in the Meeting is available in the Online Platform Guide at https://www.bowencokingcoal.com.au/upcomingegm

1. Appointing a proxy to attend and vote on their behalf, using the enclosed Proxy Form.

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