WAK - AGM Notice of Meeting and Notice Letter

For personal use only

WA Kaolin Limited

Lot 3 Ward Rd | East Rockingham WA 6168

www.wakaolin.com.au

8 November 2021

Dear Shareholders

IMPACT OF COVID-19 RESTRICTIONS ON THE COMPANY'S ANNUAL GENERAL MEETING

The Annual General Meeting of WA Kaolin Limited (Company) is scheduled to be held on Friday, 10 December 2021 at 10.30am (WST) (Meeting).

The Company is continuing to monitor the impact of the COVID virus in Western Australia and following guidance from the Federal and State Governments, at this stage the directors have made the decision that the Meeting be held virtually. Accordingly, there will not be a physical location where shareholders can attend the Meeting in person.

In accordance with the Treasury Laws Amendment (2021 Measures No.1) Act 2021, the Company will not be sending hard copies of the 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.

The Company strongly encourages Shareholders to lodge a directed proxy form prior to the Meeting. Questions should also be submitted in advance of the meeting as this will provide management with the best opportunity to prepare for the meeting, for example by preparing answers in advance to Shareholder questions. However, votes and questions may also be submitted during the Meeting.

Please find below links to important Meeting documents:

• Notice of Meeting and Explanatory Memorandum:https://www.wakaolin.com.au/investors- and-media/asx-announcements

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

Shareholders who have an existing account with Automic will be able to watch, listen, submit written and verbal questions and participate in all poll votes put to the Meeting. Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

Any Shareholder that has not registered with Automic will not be permitted to vote during the Meeting. Further details on how to participate are set out in the Online Meeting Guide included in the Notice of Meeting.

For personal use only

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting and Explanatory Statement.

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), where you can find your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the "Vote" tab. If you are unable to access the Notice of Meeting and Explanatory Memorandum online, please contact the Company Secretary, Michael Kenyon, on [phone] or via email at [e-mail].

The Australian government and the respective State governments are implementing a wide range of measures to contain or delay the spread of COVID-19. If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company's Notice of Meeting, the Company will notify Shareholders accordingly via the Company's web site at www.wakaolin.com.auand the Companies ASX Announcement Platform at asx.com.au (ASX: WAK).

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 ANNUAL GENERAL MEETING

The Annual General Meeting of WA Kaolin Limited will be

conducted as a virtual meeting (accessible online) on Friday, 10th

December 2021 at 10.30am (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].

The 2021 Annual Report can be viewed on the Company's website at www.wakaolin.com.au

For personal use only

WA KAOLIN LIMITED

ACN 083 187 017

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of WA Kaolin Limited (Company) will be conducted as a virtual meeting (accessible online) on Friday, 10th December 2021 at 10.30am (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 8th December 2021 at 4.00pm (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

Annual Report

To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2021, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Note: There is no requirement for Shareholders to approve these statements.

1. Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass with or without amendment, the following as a non-binding ordinary resolution:

"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2021."

The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

Voting Prohibition

A vote on this Resolution must not be cast by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast.

However, a vote may be cast by such persons if the vote is not cast on behalf of such a person, and the person:

1

For personal use only

1. is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
2. is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, and expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. Resolution 2 - Re-election of Director - Mr Alfred Baker

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

"That, pursuant to and in accordance with article 6.1(f) of the Constitution and for all other purposes, Mr Alfred Baker, a director, retires and being eligible, is re-elected as a director on the terms and conditions set out in the Explanatory Memorandum."

3. Resolution 3 - Re-election of Director - Mr Linton Putland

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

"That, pursuant to and in accordance with article 6.1(e) of the Constitution and for all other purposes, Mr Linton Putland, a director, retires and being eligible, is re-elected as a director on the terms and conditions set out in the Explanatory Memorandum."

4. Resolution 4 - Re-election of Director - Dr John White

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

"That, pursuant to and in accordance with article 6.1(e) of the Constitution and for all other purposes, Dr John White, a director, retires and being eligible, is re-elected as a director on the terms and conditions set out in the Explanatory Memorandum."

5. Resolution 5 - Re-election of Director - Ms Catherine Moises

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

"That, pursuant to and in accordance with article 6.1(e) of the Constitution and for all other purposes, Ms Catherine Moises, a director, retires and being eligible, is reelected as a director on the terms and conditions set out in the Explanatory Memorandum."

2