Metal Bank : Notice of Annual General Meeting and Proxy Form

Metal Bank Limited (ACN 127 297 170)‌

1. Notice of Annual General Meeting 2
2. How to Vote 2
3. Voting in Person 2
4. Voting by Proxy 2
5. Questions 3
6. Majority Required 3

1. Notice of Annual General Meeting

   Notice is given that the Annual General Meeting of Shareholders of Metal Bank Limited (Metal Bank or Company) will be held at 4.30pm (AEDT) on Thursday, 24 November 2016 at the Boardroom of RSM Bird Cameron Partners at Level 13, 60 Castlereagh Street, Sydney NSW 2000.

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

   The Directors of the Company have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 4.30pm (AEDT) on Tuesday, 22 November 2016.

   Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

2. How to Vote

   The business of the Annual General Meeting affects your Shareholding and your vote is important.

3. Voting in Person

   To vote in person, attend the Annual General Meeting on the date and at the place set out above. A body corporate member may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Company's Shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution. The Company requires written proof of the representative's appointment to be lodged with, or presented to, the Company before the meeting.

4. Voting by Proxy

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

   Please note that:

5. A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder;

6. Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise;

7. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholders votes each proxy may exercise half of the votes. Any fractions of votes brought about by the apportionment of a proxy will be disregarded;

8. A proxy need not be a Shareholder;

9. Any instrument of proxy deposited or received at the registered office of the Company in which the name of the appointee is not filled in, will be deemed to be given in favour of the chairman of the Meeting;

10. If you do not mark a box, your proxy may vote as they choose on that item.

11. If the Chairman of the meeting is your proxy (or he becomes your proxy by default), and you do not complete any of the boxes 'for', 'against' or 'abstain' opposite the items

    for resolutions, you will be expressly authorising the Chairman to exercise the proxy as the Chairman sees fit, including to exercise your proxy in relation to item 2 (Adoption of the Remuneration Report) or any other item connected directly or indirectly with the remuneration of a member of the Key Management Personnel, even though the Chairman is, and those items are, connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Metal Bank Group. The Chairman intends to vote all undirected and available proxies in favour of each item of business, subject to any voting exclusions that apply to the proxy (as described below). Shareholders will be informed of the proxy position at the meeting.

12. Any instrument of proxy deposited or received at the registered office of the Company in which the name of the appointee is not filled in, will be deemed to be given in favour of the Chairman of the Meeting;

13. Completed proxy forms (together with any authority under which the proxy was signed or a certified copy of the authority) must be returned before 4.30pm on 22 November 2016 in one of the following 3 ways:

14. • By mail to : Metal Bank Limited PO Box 18155

      Little Collins Street VIC 8003

    • By facsimile: Metal Bank Limited

      +61 (0)3 9671 3299

    • By email: info@metalbank.com.au

    The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

15. Questions

    At the meeting, the Chairman will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the management of the Company and on the Remuneration Report. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company's auditor, RSM Bird Cameron Partners, questions about the content of its report, and the conduct of its audit of the Company, for the year.

16. Majority Required

17. Resolutions 1 - 6 inclusive are ordinary resolutions and will be passed if more than 50% of the votes cast by Shareholders entitled to vote on the Resolutions are cast in favour of the Resolutions.

    Resolution 7 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).