Eden Innovations : Shareholder Letter, Notice of General Meeting/Proxy Form

26 April 2022

Dear Shareholder,

GENERAL MEETING - NOTICE AND PROXY FORM

Eden Innovations Ltd (Company) is convening its General Meeting of shareholders to be held on Friday, 27 May 2022 at 9:00am (AWST) (Meeting) at Level 15, 197 St Georges Terrace, Perth WA 6000.

In accordance with section 253RA of the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the notice convening the Meeting (Notice). Instead, a copy of the Notice (which is dated 26 April 2022) is available athttps://edeninnovations.com/investors/#announcements and the ASX Company's Announcement Platform at asx.com.au (ASX:EDE).

If you have elected to receive notices by email, the Company will provide a link via email to where the Notice and other materials relating to the Meeting can be viewed or downloaded. If you have not elected to receive notices from the Company by email, a copy of your personalised proxy form will be posted to you, together with this letter, for your convenience.

If for any reason you are unable to download a copy of the Notice, a hard copy can be obtained by contacting Advanced Share Registry Limited on +61 8 9389 8033.

A copy of your Proxy Form is enclosed for convenience. Proxy appointments may be lodged by any of the below methods and must be received by 9.00am (WST) on 25 May 2022:

The Notice (including the accompanying Explanatory Statement) sets out important details regarding the resolutions that will be put to Shareholders at the General Meeting of Eden Innovations Ltd. You should read the Notice and all accompanying materials carefully and in their entirety.

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

The Company thanks shareholders for their ongoing support.

Yours faithfully

Aaron Gates Company Secretary

Eden Innovations Ltd | Telephone +61 8 9282 5889

Level 15, 197 St George's Terrace, Perth, Western Australia 6000, Australia |

edeninnovations.com

EDEN INNOVATIONS LTD

ACN 109 200 900

NOTICE OF GENERAL MEETING

OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON

27 MAY 2022 COMMENCING AT 9.00AM

AT

LEVEL 15,

197 ST GEORGES TERRACE, PERTH

WESTERN AUSTRALIA

EDEN INNOVATIONS LTD

(ACN 109 200 900)

NOTICE OF MEETING

Notice is hereby given that a General Meeting of shareholders of Eden Innovations Ltd (the Company) will be held at Level 15, 197 St Georges Terrace, Perth on Friday the 27th of May 2022 at 9:00am.

AGENDA

1. Resolution 1 - Ratification and Approval of Issue of Shares and Options- November 2021 Placement

To consider, and if thought fit pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rules 7.1 and 7.4 and for all other purposes, shareholders ratify and approve the issue to a number of sophisticated and professional investors (being persons to whom a disclosure document under Chapter 6D of the Act was not required to be provided), on 5 November 2021, of 50,000,000 Shares at a price of $0.022 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, together with 25,000,000 free attaching Options, each to acquire one Share at an exercise price of 5 cents and with an expiry date of 7 October 2024, raising $1,100,000 (before the expenses of the placement)"

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any of the sophisticated and professional investors who participated in the placement, or any of their associates. However, this does not apply to a vote cast in favour of this Resolution by:

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

•  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

•  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • o 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 resolution; and

  • o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 - Cancellation of 23,303,013 performance rights

To consider, and if thought fit pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 6.23.2 and for all other purposes, shareholders approve the cancellation of all of the 23,303,013 performance rights currently on issue by the Company under the Company's Performance Rights Plan to 28 existing employees of the Eden Group ("Current Employees") (subject, in the case of each Current Employee, to him or her agreeing to the cancellation of their performance rights), in consideration of the issue to the Current Employees, in the aggregate, of up to 42,991,008 new ordinary fully paid shares, free of charge and otherwise on the terms and conditions which are specified in the Explanatory Statement."

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any of the Current Employees or any of their associates. However, the Company need not disregard a vote cast in favour of this Resolution by:

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

•  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

•  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • o 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 resolution; and

• o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 - Approval of Issue of 14,800,337 Shares to the Company's employees

To consider, and if thought fit pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rules 7.1 and 7.3 and for all other purposes, shareholders approve the issue to the Current Employees and 3 other persons recently employed by the Eden Group, free of charge and as part of their remuneration packages (and, in the case of the Current Employees, in consideration of their agreement to cancel their Performance Rights), of up to 14,800,337 Shares, to be issued within 3 months of the date of this meeting and otherwise on the terms and conditions set out in the Explanatory Statement."

The Company will disregard any votes cast on this Resolution by or on behalf of any of the Current Employees and the other employees of the Eden Group entitled to participate in this issue, any person who will obtain a material benefit as a result of this issue, or any of their associates. However, this does not apply to a vote cast in favour of the resolution by:

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

•  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

•  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • o 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 resolution; and

  • o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

• 4. Resolution 4 - Ratification and Approval of Issue of Shares - Donald Dracon, Senior VP of Strategic Business Development

• To consider, and if thought fit pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rules 7.1 and 7.4 and for all other purposes, shareholders ratify and approve the issue to Donald Dracon, on 21 April 2022, of 1,666,667 Shares, which Shares rank pari passu with all other Shares currently on issue by the Company, free of charge and as part of his remuneration package, and being the first (of three) equal annual installment of shares which the Company agreed to issue to Donald Dracon to incentivise him to remain in the employment of the Eden Group"

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Donald Dracon, or any of his associates. However, this does not apply to a vote cast in favour of this Resolution by:

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

•  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

•  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • o 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 resolution; and

  • o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

4. General

To transact any business which may be brought before the meeting in accordance with the Constitution of the Company, the Act, or otherwise.

PROXIES

In accordance with section 249L of the Act, shareholders are advised each shareholder has a right to appoint a proxy, the proxy need not be a shareholder of the Company and a shareholder 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.

In accordance with section 250BA of the Act the Company specifies the following for the purposes of receipt of proxy appointments:

Each shareholder entitled to vote at the General Meeting has the right to appoint a proxy to vote on each particular Resolution. A shareholder may specify the way in which the appointed proxy is to vote on a particular Resolution or may allow the appointed proxy to vote at its discretion. Where a shareholder appoints the Chairman as their proxy and does not expressly direct the Chairman to vote 'For' or 'Against' a resolution or to abstain from voting on a resolution, the Chairman intends to vote in favour of such resolution. Notwithstanding the Chairman's voting intention, a shareholder can (where they have appointed the Chairman as their proxy) expressly direct the Chairman to vote for or against such resolution, or to abstain from voting on such resolution, by marking the appropriate box on their proxy form. That is, a shareholder can direct the Chairman to vote as their proxy in a manner which is contrary to the Chairman's stated voting intentions.

The instrument appointing the proxy must be received by the Company as provided in its Constitution no later than 48 hours prior to the time of the commencement of the General Meeting. This proxy form may be sent by facsimile transmission to the number identified on the proxy form.

A corporation may elect to appoint a representative in accordance with the Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

The Chairman will call a poll for all resolutions.

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 the Company determines that shareholders holding ordinary shares at 5.00pm WST on 25 May 2022 will be entitled to attend and vote at the General Meeting.

Except where the contrary intention appears, all defined terms used in this Notice of Meeting have the meanings set out in the glossary of the Explanatory Statement accompanying this Notice.

By Order of the Board of Directors

A P Gates

Secretary

Dated this 26th day of April 2022

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