Oakajee : Notice of AGM, Proxy Form and Explanatory Statement

OAKAJEE CORPORATION LIMITED

ABN 79 123 084 453

Notice of Annual General Meeting

Proxy Form

and Explanatory Statement

Date of Meeting

Friday, 26 November 2021

Time of Meeting

2:00pm (WST)

Place of Meeting

HLB Mann Judd, Level 4, 130 Stirling Street, Perth WA 6000

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor

or other professional adviser without delay.

OAKAJEE CORPORATION LIMITED

ABN 79 123 084 453

I M P O R T A N T I N F O R M A T I O N

Time and place of Meeting

Notice is given that the Meeting will be held at 2:00pm (WST) on Friday, 26 November 2021at HLB Mann Judd, Level 4, 130 Stirling Street, Perth WA 6000.

Your vote is important

The business of the Meeting affects your shareholding and your vote is important. Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 2:00pm (WST) on Wednesday, 24 November 2021.

Proxies

A Proxy Form is enclosed with the Notice and this Explanatory Memorandum. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions detailed in the Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

To vote by proxy, please complete and sign the enclosed Proxy Form and return it by:

1. in person or by post to 39 Clifton Street, Nedlands, WA 6009;
2. facsimile on +61 8 9389 8226; or
3. email to the Company Secretary athenko.vos@nexiaperth.com.au

so that it is received not later than 2:00pm (WST) on Wednesday, 24 November 2021. Proxy Forms received later than this time will be invalid.

Please note that:

1. a proxy need not be a Shareholder;
2. a Shareholder may appoint a body corporate or an individual as its proxy;
3. a body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body corporate may exercise as the Shareholder's proxy; and
4. Shareholders 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint an individual to act as its representative at the Meeting in accordance with section 250D of the Corporation Act. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body's corporate representative. The authority may be sent to the Company or the Share Registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

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OAKAJEE CORPORATION LIMITED

ABN 79 123 084 453

B U S I N E S S O F T H E M E E T I N G

AGENDA

1. Annual Report

To receive and consider the financial report of the Company together with the reports of the directors and the auditor for the financial year ended 30 June 2021.

2. Resolution 1: Adoption of Remuneration Report

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes,

the remuneration report for the financial year ended 30 June 2021 be adopted".

Short Explanation: The Remuneration Report is in the Directors' Report section of the Company's Annual Report. Listed companies are required to put the Remuneration Report to the vote for adoption at the Company's Annual General Meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement: A vote on this resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the key management personnel, details of whose remuneration are included in the Remuneration Report;
2. a closely related party of such a member.

However any of those persons may cast a vote on the resolution if:

1. the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and
2. the vote is not cast on behalf of a person described in paragraphs (a) or (b) above.

If you appoint the Chairman of the Meeting as your proxy, the Company encourages you to direct the Chairman how to vote on this advisory Resolution. The Chairman, as one of the Key Management Personnel of the Company, is not permitted to cast any votes in respect of this advisory Resolution that arise from undirected proxies held unless the proxy expressly authorises the Chairman to do so.

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OAKAJEE CORPORATION LIMITED

ABN 79 123 084 453

1. Resolution 2: Re-election of Director - Mr Douglas Rose
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That, pursuant to and in accordance with Listing Rule 14.4, clause 13.5 of the Constitution and for all other purposes, Mr Douglas Rose, a Director, retires by rotation, and being eligible, is re-elected as a Director on the terms and conditions set out in the Explanatory Memorandum."
2. Resolution 3: Approval of 10% Placement Facility
   To consider and, if thought fit, to pass the following, with or without amendment, as a special resolution:
   "That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions in the Explanatory Memorandum."
   Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by a person (and any associates of such a person) who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company). However, this does not apply to a vote cast in favour of the Resolution by:
3. 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 holder acting solely in a nominee, trustee or custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
   4. 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
   5. 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

HENKO VOS

Company Secretary

Dated: 13 October 2021

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OAKAJEE CORPORATION LIMITED

ABN 79 123 084 453

E X P L A N A T O R Y M E M O R A N D U M

This Explanatory Memorandum has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in Schedule 1 to the Explanatory Memorandum.

A Proxy Form is located at the end of the Explanatory Memorandum.

1. Annual Report

In accordance with section 317(1) of the Corporations Act the Annual Report must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at http://www.oakajeecorp.com.au

At the Meeting, Shareholders will be offered the opportunity to:

1. discuss the Annual Report;
2. ask questions about, or comment on, the management of the Company; and
3. ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

1. the preparation and the content of the Auditor's Report;
2. the conduct of the audit;
3. accounting policies of the Company in relation to the preparation of the financial statements; and
4. the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.

2. Resolution 1: Adoption of Remuneration Report

The Remuneration Report is in the Directors Report section of the Company's Annual Report. By way of summary, the Remuneration Report:

1. explains the Company's remuneration policy and the process for determining the remuneration of its Directors and executive officers;

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