Lycopodium : Notice of Meeting

NOTICE OF ANNUAL

GENERAL MEETING

The Annual General Meeting of Shareholders of Lycopodium Limited will be held at

Fraser Suites Perth, 10 Adelaide Terrace,

East Perth, Western Australia on Thursday, 23 November 2017 at 10.00 a.m. (AWST).

Shareholders are urged to attend or vote by lodging the proxy form

attached to this Notice.

Photo by: Arnand van Heerden

Notice of Annual General Meeting

Lycopodium Limited ABN 83 098 556 159

Notice is hereby given that the Annual General Meeting of Shareholders of Lycopodium Limited (Company) will be held at Fraser Suites Perth, 10 Adelaide Terrace, East Perth, Western Australia on Thursday, 23 November 2017 at 10.00 a.m. (AWST) (Meeting). The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting and should be

read in conjunction with this Notice. Shareholders are specifically referred to the glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice and the Explanatory Memorandum.

The Explanatory Memorandum is incorporated in and comprises part of this Notice.

AGENDA

ORDINARY BUSINESS

1. Financial, Directors' and Auditor's Reports

   To receive and consider the consolidated financial statements of the Company and its controlled entities and the reports of the directors and auditor for the year ended 30 June 2017.

   Note: there is no requirement for Shareholders to approve these reports and there is no vote on this item.

2. Resolution 1 - Remuneration Report

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

   "That for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report, as set out in the Directors' Report for the year ended 30 June 2017, be adopted."

   Note: Voting exclusions apply to Resolution 1. Please refer to the voting exclusion statement for this Resolution in the Explanatory Memorandum to this Notice.

3. Resolution 2 - Re-election of Mr Peter Dawson as Director

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

   "That Mr Dawson, who retires in accordance with Article 6.3(j) of the Constitution and, being eligible, offers himself for re-election, be re- elected as a Director."

4. Resolution 3 - Re-election of Mr Bruno Ruggiero as Director

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

   "That Mr Ruggiero, who retires in accordance with Article 6.3(c) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

5. Resolution 4 - Re-election of Mr Laurie Marshall as Director

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

"That Mr Marshall, who retires in accordance with Article 6.3(c) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."'

NOTES PROXIES

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

• each member entitled to attend and vote at the Meeting 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 two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with Section 249X(3) of the

Corporations Act, each proxy may exercise one-half of the votes.

In accordance with Section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments and proxy appointment authorities:

Registered Office: Level 5

1 Adelaide Terrace East Perth WA 6004

Facsimile Number: +61 (0) 8 6210 5201 Postal Address: PO Box 6832

East Perth WA 6892

Email: limited@lycopodium.com.au

If the Chairman of the Meeting is appointed, or taken to be appointed, as a proxy, but the appointment does not specify the way to vote on a Resolution, then the Chairman intends to exercise all available votes in favour of the relevant Resolution, including Resolution 1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chairman of the Meeting may change his/her voting

intention on any Resolution, in which case an ASX announcement will be made.

In accordance with the Corporations Act, any directed proxies that are not voted on a poll at the Meeting will automatically default to the Chairman of the Meeting, who is required to vote proxies as directed.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Lycopodium Limited Notice of Annual General Meeting 2017 • 1

Notice of Annual General Meeting (continued)

Lycopodium Limited ABN 83 098 556 159

PROXY VOTING ON RESOLUTION 1 (REMUNERATION REPORT)

The Key Management Personnel of the Company (which includes each of the Directors and executives named in the Company's Remuneration Report) and their Closely Related Parties will not be able to vote as your proxy unless you direct them how to vote, or the Chairman of the Meeting is your proxy. If you intend to appoint a member of the Key Management Personnel or one of their Closely Related Parties as your proxy, please ensure that you direct them how to vote on Resolution 1 otherwise they will not be able to cast a vote as your proxy on that Resolution.

If you appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by marking one of the boxes for Resolution 1 (i.e.: to vote "for", "against" or "abstain").

If you appoint the Chairman of the Meeting as your proxy or the Chairman of the Meeting is appointed as your proxy by default, but you do not mark a voting box for Resolution 1, you will be taken to have expressly authorised the Chairman of the Meeting to exercise the proxy in respect of that Resolution even though the Resolution is connected with the remuneration of the Key Management Personnel.

Shareholders should be aware that any undirected proxies given to the Chairman of the Meeting will be cast by the Chairman of the Meeting in favour of the Resolutions the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any Resolution, in which case

an ASX announcement will be made.

"SNAP-SHOT" TIME

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that all Shares of the Company that are quoted on ASX at 4.00 p.m. (AWST) on Tuesday, 21 November 2017 shall, for the purposes of determining voting

entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

CORPORATE REPRESENTATIVE

A body corporate may appoint an individual as its representative to attend and vote at the Meeting and exercise any other powers the body corporate can exercise at the Meeting. The appointment may be a standing one. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Dated 19 October 2017 By order of the Board Mr Keith Bakker Company Secretary

2 • Lycopodium Limited Notice of Annual General Meeting 2017