WA Kaolin : Notice of General Meeting and Notice Letter to Shareholders

For personal use only

WA Kaolin Limited

Lot 3 Ward Rd | East Rockingham WA 6168

www.wakaolin.com.au

30 May 2022

Dear Shareholder,

NOTICE OF GENERAL MEETING AND PROXY FORM

A General Meeting of WA Kaolin Limited (Company) is scheduled to be held at Level 5, 191 St Georges Terrace, Perth Western Australia on Wednesday, 29 June 2022 at 10.00am (WST) (Meeting).

In accordance with recent modifications to the Corporations Act, the Company will not be sending hard copies of the Notice of Meeting and accompanying Explanatory Memorandum (Notice of Meeting) to shareholders unless a shareholder has requested a hard copy. The Notice of Meeting can be viewed and downloaded from the link set out below.

https://www.wakaolin.com.au/investors-and-media/asx-announcements

Alternatively, a complete copy of the Notice of Meeting has been posted on the Company's ASX market announcements page.

If you are unable to attend the Meeting, you can lodge a proxy online via our Share Registry by taking the following steps:

1. Go tohttps://investor.automic.com.au/#/loginsah
2. Log on using your unique shareholder identification number and enter your Australian postcode as well as the Company's ASX code (if you are an overseas resident please amend the country name to the country in which you reside).
3. Select on the "I'm not a robot" box and follow the prompt
4. Click on the "Meetings" button
5. Click on the "vote" button

Alternatively, you can complete and lodge the personalised Proxy Form for the Meeting enclosed with this letter.

In order for your proxy vote to count, you will need to either complete an online proxy, or lodge your completed hard copy Proxy Form as per the instructions on the enclosed Proxy Form, by no later than 10:00 am (WST) on 27 June 2022.

The directors strongly encourage all shareholders to lodge their directed proxy votes prior to the Meeting and appoint the Chair as their proxy. All voting at the Meeting will be conducted by poll.

Whilst the Company intends to proceed with a physical meeting as proposed, depending on the status of the COVID-19 circumstances and any Government restrictions on public gatherings in place at the time of the Meeting, the directors may instead be required to make a decision prior to the Meeting that shareholders will not be able to attend the meeting in person.

For personal use only

If it becomes necessary or appropriate to make alternative arrangements to those set out in the Notice of Meeting, the Company will notify shareholders accordingly via the Company's web-site and the ASX Market Announcements Platform.

In order to receive electronic communications from the Company in future, please update your Shareholder details online at https://investor.automic.com.au/#/homeand log in with your unique shareholder identification number and postcode (or country for overseas residents).

This announcement is authorised for market release by the Board of Directors of WA Kaolin Limited.

Sincerely

Michael Kenyon

Company Secretary and Chief Financial Officer

For personal use only

WA Kaolin Limited

ACN 083 187 017

NOTICE OF GENERAL MEETING

The General Meeting of WA Kaolin Limited will be held at Automic Group, Level 5, 191 St Georges Tce, Perth WA on 29 June 2022 at 10am (WST).

If you are unable to attend the meeting, you may complete the Proxy Form (enclosed) and return it to the Company as soon as possible and in any event so it is received by the Company Secretary at the place specified in the Proxy Form no later than 48 hours prior to the time of commencement of the meeting.

THIS DOCUMENT IS IMPORTANT

This Notice should be read in its entirety. If you do not understand it or are in any doubt about how to act, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary, Michael Kenyon, by telephone on [phone].

For personal use only

WA KAOLIN LIMITED

ACN 083 187 017

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of shareholders of WA Kaolin Limited (Company) will be conducted held at Automic Group, Level 5, 191 St Georges Tce, Perth, Western Australia on 29 June 2022 at 10am (WST) (Meeting).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice.

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 as Shareholders on 27 June 2022 at 10am (WST). Accordingly, transactions registered after that time will be disregarded in determining Shareholders' entitlements to vote.

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 - Approval of variation of terms of Performance Rights

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

"That, for all purposes, approval is given by the Shareholders for the amendment of the terms of 11,000,000 Performance Rights on issue on the terms set out in the Explanatory Memorandum."

ASX Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who holds a Performance Right that is the subject of this approval or any of their Associates. However, this does not apply to a vote cast in favour of a resolution by:

1. a person as a 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
2. 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
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 Prohibition Statement: A person appointed as a proxy must not vote, under that appointment, as a proxy on this Resolution if:

1. the proxy is either:
2. 1. a member of the Key Management Personnel; 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.

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For personal use only

However, 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 if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

BY ORDER OF THE BOARD

Michael Kenyon

Company Secretary

Dated: 30 May 2022

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