Gullewa : Notice of General Meeting Amended

For personal use only

GULLEWA LIMITED

ACN 007 547 480

Notice of Annual General Meeting

and

Explanatory Memorandum

Date of Meeting

Tuesday, 30 November 2021

Time of Meeting

11am EDST

Place of Meeting

Gullewa Limited

Suite 1 Level 2

49-51 York Street

SYDNEY NSW 2000

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

GULLEWA LIMITED

ACN 007 547 480

NOTICE OF ANNUAL GENERAL MEETING

For personal use only

Notice is hereby given of the Annual General Meeting of Gullewa Limited ("Company" or "Gullewa") to be held at the Offices of Gullewa Limited, Suite 1 Level 2, 49-51 York Street, Sydney NSW 2000 on Tuesday, 30 November 2021 at 11am EDST, for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

An Explanatory Memorandum containing information in relation to the following Resolutions accompanies and forms part of this Notice of Annual General Meeting.

AGENDA

Accounts and Reports

To receive and consider the annual financial report of the Company for the year ended 30 June 2021 and accompanying reports of the Directors and auditor of the Company.

Resolution 1 - Adoption of Remuneration Report

To consider and put to a non-binding vote the following resolution as an ordinary resolution:

"That the Remuneration Report required by section 300A of the Corporations Act, as disclosed in the report of the Directors for the year ended 30 June 2021, be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the Voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
2. the Voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

Resolution 2 -Re-election of Mr Anthony Howland-Rose as a Director

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

"That Mr Anthony Howland-Rose who retires in accordance with the Constitution and who offers himself for reelection and is eligible for re-election, be re-elected as a Director."

Resolution 3 - Approval of Issue of Options to Mr Anthony Howland-Rose, Director

For personal use only

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

"That under and for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 2,500,000 Options to Mr Anthony Howland-Rose (who is a Director) and/or his nominee(s) on the terms and conditions and in the manner described in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolution by Mr Anthony Howland-Rose and/or his nominee(s), and any other person who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of that person or those persons.

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

1. 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 the 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.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the Voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
2. the Voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

Resolution 4 - Approval of Issue of Options to Mr David Deitz, Director

For personal use only

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

"That under and for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 4,500,000 Options to Mr David Deitz (who is a Director) and/or his nominee(s), on the terms and conditions and in the manner described in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolution by Mr David Deitz and/or his nominee(s), and any other person who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of that person or those persons.

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

1. 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 the 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.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the Voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution;or
2. the Voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

Resolution 5 - Approval of Issue of Options to Mr Eddie Lee, Director

For personal use only

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

"That under and for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 400,000 Options to Mr Eddie Lee (who is a Director) and/or his nominee(s), on the terms and conditions and in the manner described in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolution by Mr Eddie Lee and/or his nominee(s), and any other person who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of that person or those persons.

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

1. 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 the 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.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the Voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
2. the Voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.