Parkway Corporate : Notice of Annual General Meeting/Proxy Form

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Parkway Corporate Limited

ACN 147 346 334

Notice of Annual General Meeting

As a precaution against COVID-19 related restrictions imposed by the Australian Federal and State Governments (including, amongst others, border restrictions imposed by the Government of Western Australia) the Annual General Meeting of the Company will be held solely in virtual format(with no in person meeting) via Advanced Share Registry's online platform on Thursday, 16 December at 9:00am

(WST).

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company

Secretary by telephone on (08) 9479 5386.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Shareholders of Parkway Corporate Limited will be held solely in virtual format(with no in person meeting) via Advanced Share Registry's online platform on Thursday, 16 December 2021 at 9:00am (WST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

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 as Shareholders on Tuesday, 14 December 2021 at 5.00pm (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2021, which includes the Financial Report, the Directors' Report and the Auditor's Report.

1. Resolution 1 - Approval of Remuneration Report (Non-Binding)

To consider and, if thought fit, to pass with or without amendment, the following resolution as a non- binding ordinary resolution:

'That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the Company to adopt the Remuneration Report as contained in the Company's annual Financial Report for the financial year ended 30 June 2021, on the terms and conditions in the Explanatory Memorandum.'

Voting Prohibition

In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

1. a Director and/or member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the Voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person who is excluded from voting on this Resolution and either:

1. the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

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1. the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
2. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
3. 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 Resolution; and
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 -Election of Director: Ms Penelope Creswell

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

'That, for the purpose of Listing Rule 14.4, Clauses 7.2(b)(ii) and 7.6 of the Constitution and for all other purposes, Ms Penelope Creswell, a Director who was appointed as a Director by the Board of Directors in accordance with Clause 7.6(a) of the Constitution on 26 October 2021, retires and, being eligible, is elected as a Director of the Company on the terms and conditions in the Explanatory Memorandum.'

3. Resolution 3 - Election of Director: Mr Alexander Cook

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

'That, for the purpose of Listing Rule 14.4, Clauses 7.2(b)(ii) and 7.6 of the Constitution and for all other purposes, Mr Alexander Cook, a Director who was appointed as a Director by the Board of Directors in accordance with Clauses 7.6 and 9.1(a) of the Constitution on 26 October 2021, retires and, being eligible, is elected as an Executive Director of the Company on the terms and conditions in the Explanatory Memorandum.'

4. Resolution 4 - Approval for Additional 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:

'That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue and allotment of Equity Securities totaling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, and otherwise on the terms and conditions set out in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the 10% Placement Facility, by or on behalf of any persons who are 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 Shareholder), or any associate of those persons.

However this does not apply to a vote cast in favour of a Resolution by:

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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 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, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 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 Resolution; and
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5 - Ratification of Prior Issue of Acquisition Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 3,876,525 Acquisition Shares to John Worsley (or his nominees) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of John Worsley (or his nominees) or any of his associates.

However this does not apply to a vote cast in favour of a Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
2. the Chair as proxy or attorney for a person who is entitled to vote, 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, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 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 Resolution; 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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6. Resolution 6 - Ratification of Prior Issue of Shares to Employees

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 3,000,000 Shares to employees on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the relevant employee recipients of the Shares (or their nominees), or any of their respective associates.

However this does not apply to a vote cast in favour of a Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
2. the Chair as proxy or attorney for a person who is entitled to vote, 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, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 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 Resolution; and

1. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. Resolution 7 - Approval to issue Options to Executive Directors

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

'That the issue of:

1. up to 10,000,000 Director Options to Mr Bahay Ozcakmak (or his nominee/s); and
2. up to 5,000,000 Director Options to Mr Alexander Cook (or his nominee/s),

is approved under and for the purposes of Listing Rule 10.11 and for all other purposes, on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the person who is to receive the Director Options in question, being:

1. Mr Bahay Ozcakmak (or his nominee/s) in respect of Resolution 7(a); and
2. Mr Alexander Cook (or his nominee/s) in respect of Resolution 7(b),