ECP EMERGING GROWTH LIMITED

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given of the Extraordinary General Meeting of

ECP EMERGING GROWTH LIMITED ("the Company")

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will be held at

Location

Offices of EC Pohl & Co, Level 12, Corporate Centre One

2 Corporate Ct, Bundall Qld 4217

Date

Wednesday 6 April 2022

Time

11.00 am (Brisbane time)

Important message regarding COVID-19

The Company advises Shareholders that due to Queensland COVID-19 restrictions in respect of public

gatherings, anyone who wishes to attend the meeting in person will be asked to check-in at the offices

at Corporate Centre One.

The number of persons who may attend the meeting in person, or other safety requirements will be

subject to the Queensland public health orders in place at the time of the meeting. To enable efficient

management of the event could Shareholders wishing to attend please RSVP to info@ecpam.com. The

Company will continue to monitor the guidance of public health authorities, and will notify

Shareholders of any changes in arrangements for the meeting where necessary.

personalThe Explanatory Notes to this Notice provide additional information on matters to be considered at the Meeting. The Proxy Form and Explanatory Notes form part of this notice.

SPECIAL BUSINESS

ForITEM 1

Resolution 1

APPROVAL TO ISSUE CONVERTIBLE NOTES

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

1. 'That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue and allotment of up to 8,458,039 Convertible Notes by the Company on the terms and conditions set out in the Explanatory Memorandum.'

Redefining Active Investing

ECP Emerging Growth Limited

Tel: +61 2 8651 6800

ACN: 167 689 821

ecpam.com/emerging

Level 4 The Pavilion, 388 George Street

Fax: +61 2 8651 6899

Sydney NSW 2000 Australia

ITEM 2

Resolution 2

APPROVAL TO ISSUE CONVERTIBLE NOTES TO MR MURRAY d'ALMEIDA (DIRECTOR)

To consider, and if in favour, to pass the following as an ordinary Resolution:

only2. 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue and allotment of up to 3,497 Convertible Notes by the Company to Mr Murray d'Almeida or his nominee entity, a related party of the Company by virtue of Mr d'Almeida being a Director of the Company on the terms and conditions set out in the Explanatory Memorandum.'

ITEM 3 useResolution 3

APPROVAL TO ISSUE CONVERTIBLE NOTES TO MR DAVID CROMBIE AM (DIRECTOR) To consider, and if in favour, to pass the following as an ordinary Resolution:

3. 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders

approve the issue and allotment of up to 174,826 Convertible Notes by the Company to Mr personalDavid Crombie AM or his nominee entity, a related party of the Company by virtue of Mr

Crombie being a Director of the Company on the terms and conditions set out in the Explanatory Memorandum.'

ITEM 4

Resolution 4

APPROVAL TO ISSUE CONVERTIBLE NOTES TO MR JARED POHL (DIRECTOR) To consider, and if in favour, to pass the following as an ordinary Resolution:

4. 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue and allotment of up to 69,931 Convertible Notes by the Company to Mr Jared Pohl or his nominee entity, a related party of the Company by virtue of Mr Pohl being a Director of the Company on the terms and conditions set out in the Explanatory Memorandum.'

ITEM 5

ForResolution 5

APPROVAL TO ISSUE CONVERTIBLE NOTES TO MR SCOTT BARRETT (ALTERNATE DIRECTOR)

To consider, and if in favour, to pass the following as an ordinary Resolution:

5. 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue and allotment of up to 34,966 Convertible Notes by the Company to Mr Scott Barrett or his nominee entity, a related party of the Company by virtue of Mr Barrett being an Alternate Director of the Company on the terms and conditions set out in the Explanatory Memorandum.'

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Voting Exclusion Statement:

Resolution 1

The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of the

onlyproposed issue (except a benefit solely by reason

of being a holder of ordinary securities in the entity) or an associate of those persons.

However, this does not apply to a vote cast in favour of the resolution by:

(a) a person as proxy or attorney for a person

who is entitled to vote on the resolution, in accordance with directions given to the proxy or

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attorney to vote on the resolution in that way; or

(b)

the chair of the meeting as proxy or

attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

(c)

a holding acting solely in a nominee,

trustee, custodial or other fiduciary capacity on

personalerson who is to receive securities in question

behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolutions; and

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 2

The Company will disregard any votes cast in favour of this resolution by or on behalf of a

and any other person who will obtain a material benefit as a result of the issue of the securities For(except a benefit solely by reason of being a holder of ordinary securities in the entity) or an

associate of those persons.

However, this does not apply to a vote cast in favour of the resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  1. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
  2. a holding acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolutions; and
    2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3

The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is to receive securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of those persons.

However, this does not apply to a vote cast in favour of the resolution by:

  1. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
  2. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
  3. a holding acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolutions; and
    2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolutions; and

Resolution 4

The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is to receive securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of those persons.

However, this does not apply to a vote cast in favour of the resolution by:

(a)

a person as proxy or attorney for a person

who is entitled to vote on the resolution, in

only

accordance with directions given to the proxy or

attorney to vote on the resolution in that way; or

(b)

the chair of the meeting as proxy or

attorney for a person who is entitled to vote on

use

the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

(c) a holding acting solely in a nominee,

trustee, custodial or other fiduciary capacity on

behalf of a beneficiary provided the following personalconditions are met:

For

4

Resolution 5

The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is to receive securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of those persons.

However, this does not apply to a vote cast in favour of the resolution by:

  1. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
  2. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
  3. a holding acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolutions; and
    2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By Order of the Board

Scott Barrett

Company Secretary

4 March 2022

NOTES:

(a)

A Shareholder who is entitled to attend

(f)

A corporation

may elect

to

appoint

a

only

and cast a vote at the meeting is entitled

representative,

rather than

appoint

a

proxy, under the Corporations Act in which

to appoint a proxy.

(b) The proxy need not be a Shareholder. A

case the

Company will require written

proof of the representative's appointment

Shareholder who is entitled to cast two or

which must be lodged with or presented

more votes may appoint two proxies and

to the Company before the meeting.

may specify the proportion or number of

The Company has determined under

votes each proxy is appointed to exercise.

(g)

(c)

If you wish to appoint a proxy and are

regulation

7.11.37

Corporations

Regulations 2001 that for the purpose of

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entitled to do so, then complete and

voting at

the

meeting

or

adjourned

personal

return the attached proxy form.

meeting, securities are taken to be held by

If the proxy form specifies the way the

(d)

those persons recorded in the Company's

proxy is to vote on a particular Resolution

register of Shareholders as at 7.00pm

the proxy need not vote on a show of

(AEST) on Monday, 4 April 2022.

hands but if the proxy does so, it must vote

(h)

If you have any queries on how to cast

as specified in the proxy form.

your votes call the Company's share

If the proxy has two or more appointments

(e)

registry, Boardroom Pty Limited via phone

that specify different ways to vote on the

on 1300 737 760 (within Australia) or

Resolution, the proxy must not vote on a

+61 2 9290 9600 (outside Australia) during

show of hands.

business hours.

Proxies must be received before 11.00am (AEST) on Monday, 4 April 2022

by one of the following methods:

Boardroom Pty Limited

By Post:

GPO Box 3993, SYDNEY NSW 2001

By Delivery:

Level 12, 225 George Street, SYDNEY NSW 2000

For

By Facsimile:

+61 2 9290 9655

By Voting Online:

www.votingonline.com.au/ecpegm2022

The Company reserves the right to declare invalid any proxy not received in this manner.

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ECP Emerging Growth Ltd. published this content on 04 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2022 06:25:04 UTC.