Tulla Resources : Notice of Annual General Meeting

For personal use only

TULLA RESOURCES PLC

(Company number 5380466)

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT

For the Annual General Meeting to be held on 22nd December 2021 at Suite 5, Level 2, 2 Grosvenor Street Bondi Junction, NSW 2022 at 4.00 P.M. (AEDT) or 5.00 A.M. (GMT)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document or about the action you should take you should consult immediately your stockbroker, solicitor, accountant or other duly authorised independent financial adviser (if in the United Kingdom, under the Financial Services and Markets Act 2000 (as amended)).

If you have sold or transferred all of your Shares in Tulla Resources Plc, please send this document together with the accompanying form of proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Holders of Shares in Tulla Resources Plc are requested to complete and return the enclosed form of proxy (in accordance with the instructions set out on that form) whether or not they propose to be present at the Meeting (the completion and return of a form of proxy will not prevent you from attending the Meeting and voting in person should you subsequently wish to do so).

Commencing at 4.00 P.M. (AEDT) or 5.00 A.M. (GMT)

on 22nd December 2021

Suite 5, Level 2,

2 Grosvenor Street

Bondi Junction, NSW 2022

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

onlyThe Annual General Meeting of the Company will be held at:

How to Vote

useYou may vote by attending the Meeting in person, by proxy or authorised representative.

Holders of CHESS Depositary Interests ("CDIs") are invited to attend and speak at the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, CDI holders must complete, sign and return the CDI Notice of Direction (as enclosed with this Notice) so that CHESS Depositary Nominees Pty Ltd can vote the underlying shares on your behalf.

Voting in Person

personalTo vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 4.00 P.M. (AEDT) or 5.00 A.M. (GMT).

Members will be entitled to attend and vote at the Meeting if they are registered on the Company's register of members as at close of business 48 hours before the time appointed for the Meeting (in calculating the 48 hours, no account shall be taken of any part of a day that is not a working day) or any adjournment thereof. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice as soon as possible and either send the proxy form by hand or by post to the Company's registrars:

Link Group

PXS

10th Floor

Central Square

29 Wellington Street

ForLeeds

LS1 4DL

so that it is received not later than 4.00 P.M. (AEDT) or 5.00 A.M. (GMT) on 20th December 2021. A proxy form is enclosed.

Virtual attendance

The Company is offering a listening only facility to allow shareholders the opportunity to follow the proceedings of the AGM. More information can be obtained on the facility by emailing the Company Secretary [e-mail]. Please note those attending the meeting via the listening facility will not be able to vote at the meeting and therefore you are encouraged to submit your votes in accordance with the instruction set out above.

TULLA RESOURCES PLC

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Tulla Resources Plc will onlybe held at Suite 5, Level 2, 2 Grosvenor Street Bondi Junction, NSW 2022 on 22nd December 2021 at

4.00 P.M. (AEDT) or 5.00 A.M. (GMT) for the purpose of transacting the following business and considering, and, if thought fit, passing the Resolutions set out below.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

useThe Directors consider that the proposed Resolutions are in the best interests of the Company and its

Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions, as they intend to do or procure to be done in respect of their own and their connected persons' beneficial holding (except where they are subject to a voting exclusion).

ORDINARY RESOLUTIONS

personalRESOLUTION 1: RECEIPT OF 2021 ACCOUNTS

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

"To receive and adopt the report of the directors and the financial statements for the year ended 30th June 2021 and the report of the auditors thereon."

RESOLUTION 2: RE-APPOINTMENT OF AUDITORS

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

"To re-appoint UHY Hacker Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and that their remuneration be determined by the directors."

RESOLUTION 3: RE-ELECTION OF DIRECTOR: ARTHUR MICHAEL ANGLIN

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

For"That Arthur Michael Anglin, who retires in accordance with Article 35.2 of the Articles of Association and, being eligible, be re-elected as a director of the Company".

RESOLUTION 4: RE-ELECTION OF DIRECTOR: ANDREW GREVILLE

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

"That Andrew Greville, who retires in accordance with Article 35.2 of the Articles of Association and, being eligible, be re-elected as a director of the Company".

RESOLUTION 5: RE-ELECTION OF DIRECTOR: MARK MALONEY

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

"That Mark Maloney, who retires in accordance with Article 35.2 of the Articles of Association and, being eligible, be re-elected as a director of the Company.

onlyRESOLUTION 6: RE-ELECTION OF DIRECTOR: FREDERICK KEMPSON

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

"That Frederick Kempson, who retires in accordance with Article 40.2 of the Articles of Association and, being eligible, be re-elected as a director of the Company.

useRESOLUTION 7: AUTHORITY TO ALLOT SHARES

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

"That, pursuant to section 551 of the Companies Act 2006 (UK) (the "Companies Act") the Directors be and they are hereby generally and unconditionally authorised in substitution for any existing authority granted to them, to exercise any power of the Company to allot shares (within the meaning of section 540 of the Companies Act) in the Company and to grant rights to subscribe for or to convert any security into shares in the Company ("Rights"):

1. arising from the exercise of options or the conversion of any other convertible securities outstanding on the date of this Resolution;
2. in connection with the grant and exercise of share options;
3. otherwise up to an aggregate nominal amount of 15%,

personalThe authority referred to in this resolution shall expire, unless previously renewed, revoked or varied by the Company in general meeting, at the conclusion of the next annual general meeting of the Company

to be held in 2022. The Company may, at any time before the expiry of the authority, make an offer or agreement which would or might require shares to be allotted or Rights to be granted after the expiry of the authority and the Directors are hereby authorised to allot shares and to grant Rights in pursuance of such offer or agreement as if the authority had not expired."

RESOLUTION 8: WAIVER OF PRE-EMPTION RIGHTS

ForTo consider, and if thought fit, pass the following resolution as a special resolution:

"That, subject to and conditional on the passing of Resolution 7, pursuant to section 570 of the Companies Act 2006 (UK) (the "Companies Act"), the Directors be and they are hereby empowered to allot equity securities (as defined in Section 560 of the Companies Act) for cash pursuant to the authority conferred by Resolution 7 above as if Section 561(1) of the Companies Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities where such securities have been offered (whether by way of a rights issue, open offer or otherwise) to the holders of ordinary shares in the capital of the Company in proportion (as nearly as may be) to their holdings of such ordinary shares but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with equity securities representing fractional entitlements and with legal or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange, in any territory; and

only	(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities:
(i)	arising from the exercise of options or the conversion of any other convertible
	securities outstanding on the date of this Resolution;
(ii)	in connection with the grant and exercise of share options;

1. other than pursuant to (i) and (ii) above, for cash up to an aggregate nominal amount of 15%,

useand this power shall, unless previously revoked or varied by special resolution of the Company in general meeting, expire on conclusion of the next annual general meeting of the Company to be held in 2022. The Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors are hereby empowered to allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had not expired."

RESOLUTION 9: ESTABLISHMENT OF SHARE OPTION SCHEME

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

"That the establishment of a share option scheme for the benefit of employees and such other persons as the Directors may approve be approved and:

• the Directors be authorised to settle the rules of such scheme; and
• that the Directors be authorised to issue options up to an aggregate nominal amount of 5% of the issued share capital of the Company in addition to any other authorities in force at the time of passing this resolution.".

personal24 November 2021	EC3V 0HR
By order of the Board	Registered Office
Mr Ben Harber	60 Gracechurch Street
Company Secretary	London
For