ADX Energy : Notice of General Meeting & Proxy Form

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9381 4266

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 Shareholders at 5.00pm (WST) on 20 December 2016.

To vote in person, attend the General Meeting at the time, date and place set out above.

To vote by proxy, please complete and sign the Proxy Form enclosed and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they apply to this General Meeting. Broadly, the sections mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

  Further details are set out below.

  Proxy vote if appointment specifies way to vote

  Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

  Transfer of non-chair proxy to chair in certain circumstances

  Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

  • the proxy is not recorded as attending the meeting;

  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

1. Resolutions 1(a), 1(b), 1(c), 1(d), 1(e) and 1(f) - Ratification for the prior issue of Securities

   To consider and, if thought fit, pass, the following resolutions with or without amendment, as

   ordinary resolutions:

2. "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 48,638,173 shares on the terms and conditions set out in the Explanatory Statement."

3. "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 65,647,827 Shares on the terms and conditions set out in the Explanatory Statement."

4. "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,000,000 Options on the terms and conditions set out in the Explanatory Statement."

5. "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,411,428 Shares on the terms and conditions set out in the Explanatory Statement."

6. "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 43,712,406 shares on the terms and conditions set out in the Explanatory Statement."

7. "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,302,342 Shares on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion Statement:

   In relation to each of Resolutions 1(a), 1(b), 1(c), 1(d), 1(e) and 1(f) respectively, the Company will disregard any votes cast on the resolution by a person who participated in the issue and any associates of those persons.

   However, the Company need not disregard a vote if:

   • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

   • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance

   with the direction on the Proxy Form to vote as the proxy decides.

8. Resolution 2 - Approval for the issue of Tranche 1 Placement Options

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

   "That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 23,007,374 Options on the terms and conditions set out in the Explanatory Memorandum."

   Voting Exclusion Statement:

   The Company will disregard any votes cast on Resolution 2 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in their capacity as a holder of ordinary securities if the Resolution is passed, and any associates of those persons.

   However, the Company need not disregard a vote if:

   • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

   • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance

   with the direction on the Proxy Form to vote as the proxy decides.