Matrix Composites & Engineering : Letters to Shareholders - Notice of Annual General Meeting

Dear Shareholder

2022 Annual General Meeting

The Annual General Meeting of shareholders of Matrix Composites & Engineering Ltd (Company) will be held at 150 Quill Way, Henderson, Western Australia on Thursday, 17 November 2022 at 10:00am (WST).

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be sending hard copies of the Notice of Annual General Meeting (Notice) to shareholders unless they have elected to receive the Notice in hard copy only. The Notice can be viewed and downloaded from the Company's website at the following link:

https://matrixengineered.com/investors/announcements-reports/

A copy of your proxy form is enclosed for convenience. Your proxy form must be received by 10:00am (WST) on Tuesday, 15 November 2022, being not less than 48 hours before the commencement of the meeting. Any proxy forms received after that time will be invalid.

All meeting resolutions will be voted upon by poll. Shareholders who intend to participate and vote on a poll at the meeting must attend the meeting in person. Shareholders who do not wish to attend the meeting in person should complete the proxy form provided and give specific directions on how their vote is to be exercised on each item of business. Instructions on how to complete the proxy form are shown on the back of the proxy form.

Shareholders may submit questions in advance of the meeting by email to the Company Secretary at [e-mail] 10:00am (WST) on Thursday, 10 November 2022. Shareholders who attend the meeting will also have the opportunity to submit questions during the meeting.

If you have any difficulties obtaining a copy of the Notice, please contact the Company's share registry, Link Market Services Limited, on 1300 554 474 (toll free within Australia) or [phone] (overseas).

Yours faithfully,

PAUL HARDIE

Joint Company Secretary

MATRIX COMPOSITES & ENGINEERING LTD

150 Quill Way, Henderson, WA, Australia 6166. T: [phone] ABN 54 009 435 250 [e-mail] www.matrixengineered.com

		LODGE YOUR VOTE
		ONLINE
	
ABN 54 009 435 250		https://investorcentre.linkgroup.com
	BY MAIL

		Matrix Composites & Engineering Ltd
		C/- Link Market Services Limited
		Locked Bag A14
		Sydney South NSW 1235 Australia
		BY FAX
	
		[phone]
		BY HAND
	
		Link Market Services Limited
		Level 12, 680 George Street, Sydney NSW 2000
		ALL ENQUIRIES TO
	
		Telephone: [phone]	Overseas: [phone]

*X99999999999*

X99999999999

PROXY FORM

I/We being a member(s) of Matrix Composites & Engineering Ltd and entitled to participate in and vote hereby appoint:

APPOINT A PROXY

the Chairman of the

OR if you are NOT appointing the Chairman of the Meeting

as your proxy, please write the name of the person or

Meeting (mark box)

body corporate you are appointing as your proxy

1

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act

STEP

on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by

the law, as the proxy sees fit) at the

Annual General Meeting of the Company to be

held at 10:00am (WST) on Thursday,

17 November 2022 at 150 Quill Way, Henderson, Western Australia (the Meeting) and at any postponement or adjournment of the Meeting.

Important for Resolutions 1 & 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated

your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 & 3, even

though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel

(KMP).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.

Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

For Against Abstain*

1 Adoption of Remuneration Report

2

STEP

2 Re-election of Mr Craig Duncan as

a Director

3 Issue of Options and Performance

Rights to Mr Aaron Begley

4 Approval of Additional 10%

Placement Capacity

* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your



votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS - THIS MUST BE COMPLETED

3

Shareholder 1 (Individual)

Joint Shareholder 2 (Individual)

Joint Shareholder 3 (Individual)

STEP

Sole Director and Sole Company Secretary

Director/Company Secretary (Delete one)

Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

MCE PRX2201C

PRX2201C* *MCE

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS - PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to participate in the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

1. on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
2. return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to participate in the Meeting the appropriate "Certificate of Appointment of Corporate Representative" must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (WST) on Tuesday, 15 November 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

• ONLINEhttps://investorcentre.linkgroup.com
  Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

	BY MOBILE DEVICE	QR Code
	Our voting website is designed specifically
	for voting online. You can now lodge
	your proxy by scanning the QR code
	adjacent or enter the voting link
	https://investorcentre.linkgroup.com
	into your mobile device. Log in using the
	Holder Identifier and postcode for your
	shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

• BY MAIL
  Matrix Composites & Engineering Ltd C/- Link Market Services Limited Locked Bag A14
  Sydney South NSW 1235 Australia

• BY FAX
  [phone]

• BYdeliveringHAND it to Link Market Services Limited* Level 12
  680 George Street Sydney NSW 2000
  *During business hours Monday to Friday (9:00am - 5:00pm)

IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU.

THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.