Sugar Terminals : Notice of Annual General Meeting – 26 October 2022

Dear Shareholder

ANNUAL GENERAL MEETING - WEDNESDAY 26 OCTOBER 2022 AT 2:00PM (QLD TIME)

It is my pleasure to invite you to participate in the 2022 Annual General Meeting ("AGM") of Sugar Terminals Limited. Please find enclosed the following:

• Notice of Meeting (including the Explanatory Notes)
• Personalised Proxy Form
• Member Status Declaration
• Shareholder Question Form

If you have requested a printed copy of the 2022 Annual Report, it has been provided to you. If not, the 2022 Annual Report is available on the STL website (www.sugarterminals.com.au).

AGM details

The AGM is being held at the offices of Clayton Utz, Level 28, 71 Eagle Street, Brisbane on

Wednesday 26 October 2022 at 2:00pm (Queensland time). The registration desk will be open from 1:30pm. Details of the resolutions to be considered at the AGM are included in the enclosed Notice of Meeting.

Attendance at the AGM and voting

All STL shareholders are welcome to attend the AGM, however, we recognise that October is a critical time for many during the crushing season.

If you are unable to attend the AGM but wish to vote on any of the resolutions, you are encouraged to complete and return the enclosed Proxy Form and Member Status Declaration. Please complete the 'voting directions' section OR the 'appoint a proxy' section on the Proxy Form to ensure your vote is valid (and include the completed Member Status Declaration).

Email voting

STL shareholders are able to email scanned copies of their Proxy Form and Member Status Declaration to Link Market Services. Please use the email address [e-mail]

Webcast

Shareholders who cannot attend the AGM in person will be able to watch the AGM and ask questions via webcast (refer link: https://meetings.linkgroup.com/SUG22). A detailed guide on how to participate is available on our website at www.sugarterminals.com.au. Shareholders who prefer to register questions in advance of the AGM are invited to do so using the attached Shareholder Question Form.

Please note that if you are unable to attend the meeting in person but wish to cast your votes by proxy, this will need to be done by submitting your proxy votes in advance (via post or email). Votes cannot be submitted online on the day of the AGM. This is because of the requirement under the STL constitution for voting shareholders to provide evidence of their status as an Active Grower or Active Miller.

On behalf of all the Directors of STL, we look forward to your participation at the AGM.

Yours sincerely

Mark Gray

Chairman

21 September 2022

NOTICE OF ANNUAL GENERAL MEETING

26 October 2022

Notice is hereby given that the Annual General Meeting ("AGM") of the Members of Sugar Terminals Limited,

ABN 17 084 059 601, ("the Company") will be held:

Date:	Wednesday, 26 October 2022
Time:	2.00pm (Queensland time)
Venue:	Join us in person at:
	The offices of Clayton Utz, Level 28 Riparian Plaza, 71 Eagle Street, Brisbane
	Or vote via proxy form in advance of the meeting and join us online at:
	https://meetings.linkgroup.com/SUG22

BUSINESS OF THE ANNUAL GENERAL MEETING

Financial Statements and Reports

1. To receive and consider the Financial Report, Directors' Report and Auditor's Report for the Company for the financial year ended 30 June 2022.

Note: There is no requirement for shareholders to approve the financial statements and reports.

Remuneration Report

2. To consider the Remuneration Report as it appears on pages 14 to 17 of the Annual Report for the financial year ended 30 June 2022, and if thought fit, to pass the following non-binding resolution in accordance with section 250R of the Corporations Act:

"That the Company's Remuneration Report as it appears on pages 14 to 17 of the Directors' Report for the financial year ended 30 June 2022 be adopted."

This resolution is subject to voting exclusions as set out at the end of the Notice of Meeting.

Note: If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution ("a spill resolution") that another meeting be held within 90 days at which all of the Company's Directors must be put forward for re-election.

Re-election of Independent Director - Mark Gray

3. Mr (Alan) Mark Gray retires as a director by rotation pursuant to Article 18.2 of the Constitution and, being eligible, offers himself for re-election by way of ordinary resolution of the shareholders.

Re-election of Independent Director - Sam Bonanno

4. Mr Sam (Salvatore) Bonanno retires as a director by rotation pursuant to Article 18.2 of the Constitution and, being eligible, offers himself for re-election by way of ordinary resolution of the shareholders.

Change of Auditor

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

"Subject to the Australian Securities and Investments Commission ("ASIC") consenting to the resignation of PricewaterhouseCoopers as auditor of the Company in accordance with section 329 of the Corporations Act 2001 (Cth) ("Corporations Act"), that BDO Audit Pty Ltd, having consented in writing and been duly nominated in accordance with section 328B(1) of the Corporations Act, be appointed as auditor of the Company in accordance with section 327B of the Corporations Act and for all other purposes with effect from the later of the conclusion of the 2022 Annual General Meeting and the day on which ASIC gives its consent."

By Order of the Board

Peter Bolton

CFO and Company Secretary

21 September 2022

IMPORTANT INFORMATION

How to Vote

Eligibility

For the purposes of determining entitlements to vote at the AGM, shares will be taken to be held by the people registered as holders at 6.00pm (Queensland time) on Monday 24 October 2022 (excluding those members to whom a transfer notice has been issued under Article 3.6 of the Constitution).

A member is not entitled to vote on any resolution unless the member has executed and provided to the Company a Member Status Declaration. A Member Status Declaration accompanies this Notice of Meeting.

Attending in person

If you are attending the AGM in person please bring with you your personalised Proxy Form. The bar code at the top of the form will help you register. You must also bring with you a completed Member Status Declaration.

For those attending the AGM in person, all voting will be by way of poll.

Proxies

A member entitled to attend and vote is entitled to appoint a person as the member's proxy and vote in his/her stead. A proxy need not be a member of the Company. If a member does not complete the section of the form directing his or her proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting.

Unless instructed to the contrary, the Chairman intends to vote any undirected proxies in favour of Resolutions 2, 3, 4 and 5.

To be effective the completed Proxy Form and a completed Member Status Declaration (and, if applicable, the powers of attorney under which they are signed) must be received by the Company's share registry, Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, or emailed to Link Market Services on [e-mail] later than 2.00pm (Queensland time) Monday 24 October 2022.

If a member is entitled to cast 2 or more votes at the meeting, that member may appoint 2 proxies. Where a member appoints 2 proxies, each proxy may be appointed to represent a specified proportion of the member's voting rights and the member must fill in the proportion of voting rights allotted to each proxy. Failure to specify the proportion of voting rights will mean that each proxy may exercise one half of that member's votes.

A representative appointed by a corporation, pursuant to Section 250D of the Corporations Act, to vote on its behalf should bring to the meeting a duly executed certificate of appointment for presentation and Member Status Declaration and register at the registration desk on the day of the meeting. The certificate of appointment must be executed in accordance with the relevant company constitution, or as permitted by the Corporations Act. The certificate of appointment must be available for inspection at the meeting.

Shareholders cannot appoint themselves as their own proxy.