CI Resources : 2021 Notice of Annual General Meeting/Proxy form (311 k)

CI RESOURCES LIMITED

A C N 0 0 6 7 8 8 7 5 4

NOTICE OF ANNUAL GENERAL MEETING

DATE AND TIME OF MEETING

Tuesday, 23 November 2021 10.00am (WST)

PLACE OF MEETING

Boardroom

Phosphate Resources Limited

6 Thorogood Street

Burswood WA 6100

Boardroom

Phosphate Resources (Malaysia) Sdn Bhd

Unit 501A, Level 5

Wisma Prosper

Block B, Kelana Centre Point

No. 3, Jalan SS7/19, Kelana Jaya

47301 Petaling Jaya, Selangor Darul Ehsan

Malaysia

This Notice 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 prior to voting.

The Company's 2021 Annual Report can be accessed on the Company's website at www.ciresources.com.auor alternatively by requesting a hard copy from the Company Secretary.

Should you wish to discuss any matter in this Notice of Meeting please do not hesitate to contact the Company Secretary by telephone on +61 8 6250 4900.

CONTENTS PAGE

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

Considering the global pandemic caused by COVID-19 and in consideration of the health and safety of our shareholders and staff attending the meeting, the Board has decided to hold the Annual General Meeting at two venues, Perth, and Kuala Lumpur.

Shareholders who intend to attend the AGM at either venue are required to email the Company Secretary, elizabethl@cirp.comThis is to ensure that the requirements of social distancing can be managed efficiently.

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on 23 November 2021 at:

Boardroom

Phosphate Resources Limited

6 Thorogood Street

Burswood WA 6100

Boardroom

Phosphate Resources (Malaysia) Sdn Bhd

Unit 501A, Level 5

Wisma Prosper

Block B, Kelana Centre Point

No. 3, Jalan SS7/19, Kelana Jaya

47301 Petaling Jaya, Selangor Darul Ehsan

Malaysia

ALL RESOLUTIONS BY POLL

The Chairman intends to call a poll on each of the resolutions proposed at the meeting.

HOW TO VOTE

Shareholders may vote before the AGM by completing and returning the enclosed Proxy Form in one of the ways specified below under the heading "Voting by Proxy" by no later than 10.00am (WST) on Sunday, 21 November 2021.

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VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act 2001, Shareholders are advised that:

• 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 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act 2001, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed;
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed; and
• The Chair intends to vote undirected proxies on, and in favour of, all the proposed resolutions.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act 2001 provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• The proxy must vote as directed; and
• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e., as directed); and
• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e., as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act 2001 provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and

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• either of the following applies:
• • the proxy is not recorded as attending the meeting; or
  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

CORPORATE SHAREHOLDERS

Corporate Shareholders who wish to appoint a representative to attend the Meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the corporate Shareholder's representative. The authorisation may be effective either for this Meeting only or for all meetings of CI Resources Limited. Shareholders can request for the "Appointment of Corporate Representation" form from the Company Secretary.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of the Company will be held at:

Boardroom

Phosphate Resources Limited

6 Thorogood Street

Burswood WA 6100

Boardroom

Phosphate Resources (Malaysia) Sdn Bhd

Unit 501A, Level 5

Wisma Prosper

Block B, Kelana Centre Point

No. 3, Jalan SS7/19, Kelana Jaya

47301 Petaling Jaya, Selangor Darul Ehsan

Malaysia

on Tuesday, 23 November 2021 at 10.00am (WST) (Meeting).

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 7.00pm (Sydney time) on 21 November 2021.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. Financial Reports
   To receive and consider the annual financial report, directors' report, declaration of the directors, Remuneration Report and auditor's report for the Company and its controlled entities for the financial year ended 30 June 2021.
   Note: There is no requirement for Shareholders to approve these reports.
2. Resolution 1- Adoption of Remuneration Report
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-bindingresolution:
   "That, for the purpose of Section 250R(2) of the Corporations Act 2001 and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2021."

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