Beam Communications : Notice of 2021 AGM, Proxy Form and Annual Report

For personal use only

19 November 2021

The Manager

Market Announcements Platform

Australian Securities Exchange

Notice of Annual General Meeting

Please find attached the Company's Notice of Annual General Meeting of shareholders, to be held on Tuesday 30 November 2021 at 10.00am (AEDST). The meeting will be held virtually via a webinar conferencing facility.

Included in the attached package are the following documents:

• 'Postcard' Notice of Annual General Meeting,
• Notice of Annual General Meeting,
• Explanatory Notes,
• Proxy Voting Form,
• 2021 Annual Report

The 'Postcard' Notice of Annual General Meeting was mailed or emailed to shareholders and the Notice of Annual General Meeting and accompanying documents were made available on the company's website on 29 October 2021.

As explained in the "Postcard', the Notice of Annual General Meeting and accompanying documents are available for shareholders to access electronically.

A copy of the Annual Report for the year ended 30 June 2021 is attached here, it has been lodged with the ASX on 14 September 2021 and is available on the Company's website.

Yours faithfully

Dennis Payne

Company Secretary

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Beam Communications Holdings Limited ("Company") will be held virtually via a webinar conferencing facility at 10.00am (AEDT) on Tuesday, 30 November 2021 ("General Meeting" or "Meeting").

Safety of our shareholders and staff is our paramount concern, and therefore, in line with State Government regulations and ASIC recommendations during the COVID-19 pandemic, there will be no physical meeting and Shareholders will not be able to attend the AGM in person. As a result, shareholders are strongly encouraged to lodge their proxy votes in advance of the meeting and in accordance with the instructions set out on the Proxy Form.

In accordance with temporary ASIC relief during COVID-19, no printed copies of the Notice of Annual General Meeting and Explanatory Statements will be posted to shareholders, instead are available for download:

only- You can access the Meeting Materials online at the Company's website www.beamcommunications.com/agm2021- A complete copy of the Meeting Materials have been posted to the Company's ASX market announcements page at

www.asx.com.auunder the Company's ASX code "BCC".

As a result of the potential health risks and the Governments restrictions in response to the COVID-19 pandemic, shareholders are unable to atte d in person. Shareholders must first register to attend the Meeting by webinar conferencing facility in accordance with the instructions c ntained in the Meeting Materials.

Please note that the webinar conferencing facility will facilitate voting by shareholders at the Meeting. The Company strongly recommends that Shareholders lodge a directed proxy as soon as possible in advance of the Meeting, even if they are planning to attend the Meeting online.

se
Yours faithfully,
D nnis Payne
Company Secretary	29 October 2021
Beam Communications Holdings Limited

For personal use only

BEAM COMMUNICATIONS HOLDINGS LIMITED

ACN 010 568 804

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2021 Annual General Meeting of Beam Communications Holdings Limited (Company) will be held virtually via a webinar conferencing facility on Tuesday, 30 November 2021 at 10.00am (AEDT) (Meeting).

AGENDA

1. Annual Report

To table the financial report of the Company and the related reports of the Directors and auditors for the year ended 30 June 2021 and to provide Shareholders with the opportunity to raise any issues or ask any questions generally of the Directors concerning the Annual Report or the business and operations of the Company.

1. RESOLUTIONS:
   To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
2. 1. Re-electionof Retiring Director
      THAT Simon Lister Wallace, a Director retiring by rotation in accordance with the Company's Constitution, being eligible and having offered himself for re-election, be re-elected as a Director of the Company.
   2. Adoption of Remuneration Report
      THAT, for the purpose of section 250R(2) of the Corporations Act 2001 (Cth) (Corporations Act) and for all other purposes, the Remuneration Report set out in the Directors' Report in the Annual Report for the financial year ended 30 June 2021 be adopted by the Company.
      This is a non-binding advisory resolution.
   3. Adoption of Employee Option Plan
      THAT, in accordance with Exception 13(b) of ASX Listing Rule 7.2, and for all other purposes, approval is given to the terms and conditions of the Employee Option Plan rules and to the subsequent issue of the securities under that plan on the terms and conditions, a summary of which is set out in the Explanatory Notes.
   4. Grant of Options to Mr Michael Ian Capocchi (Managing Director) THAT, in accordance with ASX Listing Rule 10.14, and for all other purposes, approval is given for the grant of 530,798 options to Mr Michael Ian Capocchi, the Managing Director of the Company, exercisable at $0.35 a share, to vest on 31 August 2024 and exercisable on or before 31 August 2026, on the terms and conditions set out in the Explanatory Notes.

For personal use only

1. SPECIAL RESOLUTIONS:

To consider and, if thought fit, to pass the following resolution as a special resolution:

5. Approval for Additional Placement Capacity

THAT, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue and allotment of equity securities 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 on the terms and conditions set out in the Explanatory Notes accompanying this Notice of Meeting.

DATED: 29 October 2021

………………………………………

Dennis Payne Company Secretary

For personal use only

GENERAL NOTES

1. Zoom webinar meeting
   Due to the ongoing COVID-19 pandemic, the 2021 Annual General Meeting (AGM) will only be held via a Zoom webinar conferencing facility. If you are a shareholder who wishes to attend and participate in the virtual meeting, please go to [Insert link] for further details and a link to register for the webinar. The Company suggests that Shareholders register well in advance of the Meeting and log into the webinar 10 minutes before the 10.00am start time.
2. Voting at the meeting - not available for this AGM
   The webinar conferencing facility will facilitate voting by Shareholders at the Meeting. However, the Company strongly recommends that Shareholders lodge a directed proxy as soon as possible in advance of the Meeting.
3. Voting by proxy
4. 1. (Appointing a Proxy): A Shareholder who is entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote for the Shareholder at the Meeting by way of the proxy form. A Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint a second proxy. The appointment of the second proxy must be done on a separate copy of the proxy form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder's voting rights. If a Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a Shareholder of the Company.
   2. (Direction to Vote): If the proxy's appointment specifies the way to vote on a Resolution, and the proxy decides to vote in that capacity on that Resolution, the proxy must vote the way specified (subject to the other provisions of this Notice of Meeting, including the voting exclusions noted below).
   3. (Voting restrictions with respect to undirected proxies): The Corporations Act prohibits the Company's key management personnel and their closely related parties voting as proxy on Resolutions connected directly or indirectly with the remuneration of key management personnel (such as Resolution 2), if the proxy appointment does not specify the way the person is to vote. The prohibition does not apply to the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman of the Meeting to exercise an undirected proxy. If a Shareholder appoints the Chairman of the Meeting as their proxy and the Shareholder does not direct the Chairman of the Meeting how to vote on Resolution 2 the Shareholder authorises the Chairman of the Meeting in respect of Resolution 2 to exercise the proxy:
   4. 1. notwithstanding that Resolution 2 is connected directly or indirectly with the remuneration of the Company's key management personnel; and
      2. even if the Chairman of the Meeting has an interest in the outcome of the vote on Resolution 2, and that any votes cast by the Chairman of the Meeting in respect of Resolution 2, other than as proxy holder, will be disregarded because of that interest.