HyTerra : Notice of Annual General Meeting/Proxy Form 2022 AGM

For personal use only

HYTERRA LTD ACN 116 829 675

2022 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	10.30 am (WST)
DATE:	31 August 2022
PLACE:	Advanced Share Registry, 110 Stirling Highway, Nedlands 6009 WA

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

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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10.30 am (WST) on 29 August 2022.

For personal use only

B US I N E S S O F T HE M E E TI N G

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS
   To receive and consider the annual financial report of the Company for the financial year ended 31 March 2022 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-bindingresolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 31 March 2022."

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

A voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR PAUL CHARLES GARNER

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

"That, for the purpose of clause 15.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Paul Charles Garner, a Director, retires by rotation, and being eligible, is re-elected as a Director."

Dated: 29 July 2022

By order of the Board

Alex Neuling

Company Secretary

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Voting Prohibition Statements

Resolution 1- Adoption of		A vote on this Resolution must not be cast (in any capacity) by or on
Remuneration Report		behalf of either of the following persons:
		(a)	a member of the Key Management Personnel, details of
			whose remuneration are included in the Remuneration
			Report; or
		(b)	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:
		(a)	the voter is appointed as a proxy by writing that specifies
			the way the proxy is to vote on this Resolution; or
		(b)	the voter is the Chair and the appointment of the Chair as
			proxy:
			(i)	does not specify the way the proxy is to vote on
				this Resolution; and
			(ii)	expressly authorises the Chair to exercise the
				proxy even though this Resolution is connected
				directly or indirectly with the remuneration of a
				member of the Key Management Personnel.

However, this does not apply to a vote cast in favour of the 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 attorney to vote on the Resolution in that way; or
2. the Chair 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 by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder 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 the member appoints two proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the
  Corporations Act, each proxy may exercise one-half of the votes.

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Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

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

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E XP L A N A TO R Y S TA TE M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS
   In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 March 2022 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.
   The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at https://www.hyterra.com.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

1. General
   The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
   The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.
   The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
2. Voting consequences
   A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
   If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.
   All of the directors of the company who were in office when the directors' report
   (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
   Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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