Pental : Notice of Annual General Meeting/Proxy Form.pdf

17 October 2020

Dear Shareholders

Pental Limited Annual General Meeting

The Notice of Annual General Meeting of Pental Limited (Pental or the Company) to be held by videoconference on 19 November 2020 at 11.00am Melbourne time is now available at http://www.pental.com.au/investors/reports/

Safety of our shareholders and staff is our paramount concern, and therefore, in line with State Government regulations and ASIC recommendations during the COVID 19 pandemic, we will hold the meeting by way of live video conference. There will be no physical meeting. Shareholders who wish to participate in the AGM online may do so:

1. From their computer, by entering the URL into their browser:https://web.lumiagm.com/359305237
2. From their mobile device by either entering the URL in their browser:https://web.lumiagm.com/359305237or by using the Lumi AGM app, which is available by downloading the app from the Apple App Store or Google Play Store.

If you choose to participate in the AGM online or through the app, you can log in to the meeting by entering:

1. Your username, which is your Voting Access Code (VAC), which can be located on the first page of your proxy form or Notice of Meeting email.
2. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the user guide for their password details.
3. If you have been nominated as a third party proxy, please contact Boardroom on 1300 737 760

All decisions at the meeting will be determined by poll. This will be carried out online and you will be able to cast direct votes at the appropriate times whilst the meeting is in progress. There will also be an opportunity to submit questions during the meeting. Shareholders are strongly encouraged to lodge a proxy form to vote at the AGM at least 48 hours before the meeting. A proxy form is enclosed.

Yours sincerely

Oliver Carton

Company Secretary

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PENTAL LIMITED

ABN 29 091 035 353

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of the members of Pental Limited (Pental or Company) will be held by videoconference at 11.00 am AEDT on 19 November 2020.

BUSINESS

FINANCIAL REPORT

To receive and consider the Annual Financial Statements, the Directors' Report and Audit Report of the Company and its Controlled Entities for the year ended 28 June 2020.

The above documents are contained in the Annual Report. Shareholders who have elected to receive an electronic copy of the Annual Report can download a copy at Pental.com.au under the "Investors" tab in the "Reports" section. Shareholders who have elected to receive a hard copy of the Annual Report will receive one by post or email.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass the following non-binding resolution:

That the Remuneration Report contained in the Directors' Report for the year ended 28 June 2020 be adopted.

Short Explanation

The Corporations Act requires listed companies to put to Shareholders at the Annual General Meeting a non-binding resolution concerning the Remuneration Report which is contained in the Directors' Report section of the Annual Report.

Shareholders will be given an opportunity to ask questions concerning the Remuneration Report at the Annual General Meeting.

As stated, Resolution 1 is non-binding.

Voting Exclusion Statement

The Company will disregard any votes cast on the proposed resolution for adoption of the remuneration report by or on behalf of:

1. a Key Management Personnel (KMP) named in the Remuneration Report; or
2. a Closely Related Party of a KMP,

whether the votes are cast as a Shareholder, proxy or in any other capacity.

However, the Company will not disregard a vote cast by a KMP or Closely Related Party of a KMP if it is cast as a proxy and it is not cast on behalf of a KMP or a Closely Related Party of a KMP. If the proxy is the Chairman, and the proxy does not specify the way in which the proxy should vote, the Chairman intends to vote in favour of the resolution

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Important for Resolution 1

If you are KMP or a Closely Related Party of KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

RESOLUTION 2 - RETIREMENT OF DIRECTORS BY ROTATION AND BY OPERATION OF THE CONSTITUTION

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

2.1 That, having retired pursuant to the Constitution of the Company, John Etherington be re- elected as a director.

Short Explanation

The Company's Constitution requires one third of the directors (other than the Managing Director) to retire at each Annual General Meeting, being the directors longest in office since being re-electedby Shareholders at the date of the Annual General Meeting. It also requires any director appointed during the year to retire at the first AGM held after their election. Mr Etherington must therefore retire and has offered himself for re-election.

Details of the Directors are contained in the Directors' Report section of the Annual Report.

RESOLUTION 3 - ISSUE OF OPTIONS TO MANAGING DIRECTOR

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

That for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of Options to Charlie McLeish or his nominee, as referred to in the Explanatory Statement, is approved.

Short Explanation

The Company proposes to issue Options to the Managing Director Charlie McLeish under the Company's Executive Variable Incentive Plan. Mr McLeish is a related party to the Company and therefore the issue of the Options requires Shareholder approval under ASX Listing Rule 10.14. An issue of securities under ASX Listing Rule 10.14 approved by Shareholders is an exception to ASX Listing Rule 7.1. The effect of Resolution 3 will be to allow the Company to issue the Options to Mr McLeish without using the Company's 15% annual placement capacity.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this resolution by or on behalf of Mr McLeish, a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question, , or an associate of those persons.

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

• 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

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• 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
• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  o 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
  o 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 person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

1. the proxy is either:
2. 1. a member of the KMP; or
   2. a Closely Related Party of such a member; and
3. the appointment does not specify the way the proxy is to vote on this resolution.

Provided the Chair is not a Resolution 3 Excluded Party, the above prohibition does not apply if:

1. the proxy is the Chair; and
2. the appointment expressly authorises the Chair to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the KMP.

By order of the Board:

Oliver Carton

Company secretary

Dated: 17 October 2020

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