Matrix Composites & Engineering : Notice of Annual General Meeting

MATRIX COMPOSITES & ENGINEERING LTD

ABN 54 009 435 250

NOTICE OF ANNUAL GENERAL MEETING

TIME:

10:00am (WST)

DATE: Thursday, 17 November 2022

PLACE: 150 Quill Way, Henderson, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting, please contact the Company Secretary on [phone].

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	6
Glossary	16
Proxy Form	attached

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

The Meeting will be held at 150 Quill Way, Henderson, Western Australia on Thursday, 17 November 2022 at 10:00am (WST).

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding in the Company, and your vote is important. Please take action by voting in person or by proxy.

VOTING ELIGIBILITY

Pursuant to Regulation 7.11.37 of the Corporations Regulations, the Directors have determined that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (WST) on 15 November 2022. Shareholders registered after that time will be disregarded in determining eligibility to attend and vote at the Meeting.

VOTING IN PERSON

To vote in person, attend the Meeting on the date and at the time and place specified.

Under section 250D of the Corporations Act, a corporate Shareholder may appoint an individual as a representative to attend the Meeting and vote in person. If a corporate representative attends the Meeting, a signed 'Appointment of Corporate Representative' form must be produced prior to admission. Shareholders can download and fill out the 'Appointment of Corporate Representative' form from the website of the Company's share registry - www.linkmarketservices.com.au(under 'Resources' then 'Forms').

VOTING BY PROXY

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

1. by post to the Company's share registry, Link Market Services Limited, at Locked Bag A14, Sydney South NSW 1235;
2. by hand to the Company's share registry, Link Market Services Limited, at Level 12, 680 George Street, Sydney NSW 2000;
3. by facsimile on [phone]; or
4. online by visitingwww.linkmarketservices.com.au(you will be taken to have signed the Proxy Form if lodged in accordance with the instructions given on the website),

so that it is received by no later than 10:00am (WST) on 15 November 2022.

Proxy Forms received later than this time will be invalid.

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BUSINESS OF THE MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 150 Quill Way, Henderson, Western Australia on Thursday, 17 November 2022 at 10:00am (WST).

The Explanatory Statement, which forms part of this Notice of Meeting, provides additional information on matters to be considered at the Meeting.

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

AGENDA

ORDINARY BUSINESS

1. ANNUAL REPORT
   To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2022, which includes the Directors' Report, the Financial Report, and the Auditor's Report.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
   To consider and, if thought fit, pass the following resolution, with or without amendment, as an advisory resolution:
   "That, for the purpose of section 250R(2) of the Corporations Act, Shareholders adopt the Remuneration Report for the financial year ended 30 June 2022."
   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 a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member. However, the prohibition does not apply if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:
3. • the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
   • the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the Resolution, but expressly authorises the Chair to exercise the proxy even if the Resolution is connected, directly or indirectly, with the remuneration of a member of the Key Management Personnel.
4. RESOLUTION 2 - RE-ELECTION OF MR CRAIG DUNCAN AS A DIRECTOR
   To consider and, if thought fit, pass the following resolution, with or without amendment, as an ordinary resolution:
   "That Mr Craig Duncan, who retires by rotation in accordance with Rule 19.3 of the Constitution and Listing Rule 14.4, and being eligible, be re-elected as a Director."
5. RESOLUTION 3 - ISSUE OF OPTIONS AND PERFORMANCE RIGHTS TO MR AARON BEGLEY
   To consider and, if thought fit, pass the following resolution, with or without amendment, as an ordinary resolution:

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"That the issue of 1,334,533 Options and 736,388 Performance Rights to Mr Aaron Begley, the Managing Director and Chief Executive Officer of the Company, is approved under and for the purposes of Listing Rule 10.14."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or an Associate of those persons. 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 directions given to the proxy or attorney to vote on the Resolution in that way; or
• 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
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • 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
  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition: In addition, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• the person is either a member of the Key Management Personnel or a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on the Resolution.

However, the above prohibition does not apply if the person is the Chair and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

5. RESOLUTION 4 - APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

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

"That the Company have the additional capacity to issue Equity Securities provided for in Listing Rule 7.1A."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any 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 Shareholder) or an Associate of those persons. 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 directions given to the proxy or attorney to vote on the Resolution in that way; or
• 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

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• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • 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
  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

OTHER BUSINESS

To deal with any other business which may be brought before the Meeting in accordance with the Constitution and the Corporations Act.

BY ORDER OF THE BOARD

PAUL HARDIE

Joint Company Secretary

17 October 2022

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