Cardno : Extraordinary General Meeting - Notice of Meeting

20 April 2022

Cardno Limited (ASX:CDD) - Notice of Extraordinary General Meeting and Proxy Form

Pursuant to ASX Listing Rule 3.17.1, please find attached a copy of the Notice of Meeting for the Extraordinary General Meeting of Cardno Limited (ASX:CDD) (Cardno) and accompanying Proxy Form.

The Extraordinary General Meeting will be held by virtual means at 10:00am (AEST) on Tuesday, 24 May 2022. Further information on how Cardno shareholders may participate in the meeting online is contained in the Notice of Meeting.

This announcement has been authorised by Cherie O'Riordan, Company Secretary.

- ENDS -

For all Authorised Officer and Investor enquiries: Cherie O'Riordan

Chief Financial Officer and Company Secretary t: +61 7 3413 3747 m: +61 437 334 196 e:cherie.oriordan@cardno.com.au

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Cardno Limited

ABN 70 108 112 303

Notice of General Meeting and Explanatory Memorandum to Shareholders

Date of Meeting

Tuesday, 24 May 2022

Time of Meeting

10:00am (AEST)

Place of Meeting

To be held virtually viahttps://meetnow.global/M245TUL.

Please read the Notice and the Explanatory Memorandum carefully and in their entirety. If you are unable to attend the General Meeting, please appoint a proxy in accordance with the directions in the "Appointment of proxies" section of the Notice.

If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional advisers prior to voting.

Important dates

All dates and times after the date of the General Meeting are indicative only and subject to change and assume that Completion under the Share Purchase Agreement occurs on 24 June 2022 (which is subject to change depending on the timing of the satisfaction or waiver (as applicable) of the conditions precedent under the

Share Purchase Agreement).

Notice of General Meeting

Notice is hereby given that a General Meeting of members of CARDNO LIMITED (ABN 70 108 112 303) (Cardno or the Company) will be held as a virtual meeting on Tuesday, 24 May 2022 at 10:00am (AEST).

The Company is continuing to monitor the impact of the COVID-19 pandemic and follow guidance from the Federal and State Governments. In light of the current circumstances and in the interest of the health and safety of all stakeholders, the Directors have resolved that it would be unreasonable for Cardno to hold a meeting of its members wholly or partially at one or more physical venues, due to the impact of the COVID-19 pandemic. Accordingly, the Meeting will be held virtually (in accordance with the ASIC Corporations (Virtual-only Meetings) Instrument 2022/129). There will not be a physical location where Shareholders can attend the Meeting in person.

In accordance with the recently enacted Corporations Amendment (Meetings and Documents) Act 2022 (Cth), Shareholders who have previously elected to receive communications from Cardno electronically (and have nominated an email address for that purpose) will receive an email containing a link to where they can download the Notice and a personalised Proxy Form in respect of the General Meeting. Shareholders who have previously elected to receive communications from Cardno in hard copy will be sent the Notice (enclosing a personalised Proxy Form in respect of the General Meeting) in hard copy.

The Notice of Meeting can also be viewed and downloaded by Shareholders from the following link(www.investorvote.com.au (control number 136665)). Please refer to the Notice of Meeting for details on how to participate in the Meeting.

Shareholders may be present and vote through the online meeting platform athttps://meetnow.global/M245TUL on their smartphone, tablet or computer and will need the latest versions of Chrome, Safari, Edge or Firefox. Further information regarding online attendance at the Meeting (including how to participate, vote and ask questions virtually during the Meeting) is set out in the Company's Online Meeting Guide, which is attached to this Notice of Meeting at Annexure A and is also available in the 'Investor Centre' section of the International Development Businesswebsite.

An Explanatory Memorandum containing additional information on the matters to be considered at the Meeting accompanies and forms part of this Notice.

Ordinary Business

RESOLUTION 1 - DISPOSAL OF MAIN UNDERTAKING

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

'That, under and for the purposes of Listing Rule 11.2 and for all other purposes, approval is given for the disposal of the Company's International Development Business, being the main undertaking of the Company, by way of the sale of 100% of the shares on issue in the Sale Entities to DT Global, in accordance with the terms of the Share Purchase Agreement described in the Explanatory Memorandum.'

This Resolution is subject to the voting exclusions set out at the end of this Notice of Meeting.

RESOLUTION 2 - RETURN OF CAPITAL TO SHAREHOLDERS

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

'That, subject to and conditional on Resolution 1 being passed and Completion occurring under the Share Purchase Agreement, approval is given for the issued share capital of the Company to be reduced in accordance with sections 256B and 256C of the Corporations Act, with such capital reduction to be effected, subject to the Board's discretion, in the form and on the terms set out in the Explanatory Memorandum.'

Details of the definitions and abbreviations used in this Notice of Meeting are set out in the Glossary to the Explanatory Memorandum, unless the context requires otherwise.

By the order of the Board Dated 20 April 2022

CHERIE O'RIORDAN Company Secretary

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