Notice of Annual General Meeting/Proxy Form

For personal use only

ACN 161 615 783

IMPORTANT INFORMATION IN REGARD TO SHAREHOLDER MEETING VOTING

Notice is hereby given that the Annual General Meeting of Shareholders of PolarX Limited (Company) will be held at Suite 1, 245 Churchill Avenue, Subiaco WA 6008 on Friday 10 December 2021 at 9.00am (WST) (Meeting).

Based on the information available at the date of the Notice of Meeting, the Board considers that it will be in a position to hold a physical meeting with approriate measures in place to comply with Federal and State COVID-19 restrictions regarding gatherings. However, the Company strongly encourages Shareholders to submit completed Proxy Forms prior to the Meeting in accordance with the instructions set out in the Proxy Form and the Notice. The Board also advises Shareholders to monitor the Company's website and ASX announcements for any updates in relation to the Meeting that may need to be provided.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be sending hard copies of the Notice of Meeting to Shareholders. Instead, Shareholders can access a copy of the Notice at the following link:

https://www.polarx.com.au/notice-of-annual-general-meeting-10122021.pdf

How Shareholders Can Participate

1. Shareholders are urged to appoint the Chair as their proxy. Shareholders can complete the Proxy Form to provide specific instructions on how a Shareholder's vote is to be cast on each item of business and the Chair must follow the Shareholder's instructions. Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form attached to the Notice. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the Meeting. Your proxy voting instructions must be received by 9.00am (WST) on Wednesday 8 December 2021.
2. Shareholders may submit questions in advance of the Meeting by email to the Company Secretary at [e-mail]. Responses will be provided at the Meeting in respect of all valid questions received prior to 5.00pm (WST) on Thursday 9 December 2021. Shareholders who physically attend the Meeting, will also have the opportunity to submit questions during the Meeting.

Shareholders should contact the Company Secretary on [phone] or by email at [e-mail] if they have any queries in relation to the Meeting arrangements.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company's website at www.polarx.com.au.

For personal use only

ACN 161 615 783

NOTICE OF ANNUAL GENERAL MEETING

AND EXPLANATORY STATEMENT

TIME:	9.00am (WST)
DATE:	10 December 2021
PLACE:	Suite 1, 245 Churchill Avenue
	Subiaco, Western Australia 6008

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact

the Company Secretary on [phone].

For personal use only

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	2
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	18
Schedule 1	20
Schedule 2	21
Schedule 3	22
Schedule 4	25

IMPORTANT INFORMATION

Time and place of Meeting

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 9.00am (WST) on Friday, 10 December 2021 at:

Suite 1, 245 Churchill Avenue

Subiaco, Western Australia 6008

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Company may specify a time, not more than 48 hours before the Meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Company's Directors have determined that all Shares of the Company that are on issue at 4.00pm (WST) on Wednesday, 8 December 2021 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above. However, the Company strongly encourages all Shareholders to participate in the Meeting by reading the Notice carefully and voting by proxy in accordance with instructions below.

Voting by proxy

Shareholders are strongly urged to appoint the Chair as their proxy. Shareholders can complete the Proxy Form to provide specific instructions on how a Shareholder's vote is to be cast on each item of business, and the Chair must follow Shareholder's instructions. Lodgement instructions (which include the ability to lodge proxies online) are set out in the Proxy Form attached to this Notice of Meeting. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the Meeting. Proxy Forms must be received prior to 9.00am (WST) on Wednesday 8 December 2021.

1

For personal use only

BUSINESS OF THE MEETING

The business to be considered at the Meeting is set out below.

1. FINANCIAL STATEMENTS AND REPORTS
   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the Auditor's report.
   Note: there is no requirement for Shareholders to approve these reports.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

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

"That, for the purpose of section 250R(2) of the Corporations Act 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."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion: The Company will disregard any votes cast on Resolution by any member of the Key Management Personnel of the Company whose remuneration is included in the Remuneration Report, or a Closely Related Party of such member. However, the Company will not disregard any votes cast on Resolution by such person if:

1. the person is acting as proxy and the Proxy Form specifies how the proxy is to vote on the Resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
2. the person is the Chair voting an undirected proxy and their appointment expressly authorises the Chair to exercise the proxy even though Resolution is connected with the remuneration of the Key Management Personnel of the Company.

If you are a member of the Key Management Personnel of the Company or a Closely Related Party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MARK BOJANJAC

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

"That, for the purposes of ASX Listing Rule 14.4 and clause 11.3(b)(iii) of the Company's Constitution and for all other purposes, Mark Bojanjac, a Director, retires, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 - APPROVAL OF 10% PLACEMENT CAPACITY

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

"That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, for the purpose and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion: The Company will disregard any votes cast in favour of the 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 holder of ordinary securities) or an Associate of those persons. However, the Company will not disregard a vote if it is cast by:

1. a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with the directions on the Proxy Form given to the proxy or attorney to vote on Resolution 3 in that way; or

2

For personal use only

1. the Chair acting as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on Resolution 3 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 Resolution 3; and
   2. the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way.

Important note: The persons to whom any Equity Securities under the 10% Placement Capacity may be issued to are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person's vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the 10% Placement Capacity), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

5. RESOLUTION 4 - ISSUE OF DIRECTOR OPTIONS TO FRAZER TABEART

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

"That, for the purposes of ASX Listing Rule 10.14, 10.19, sections 195(4), 208, 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 5,000,000 Director Options under the Long-Term Incentive Plan to Frazer Tabeart or his nominee, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion: a voting exclusion statement for this Resolution is provided after Resolution 6.

6. RESOLUTION 5 - ISSUE OF DIRECTOR OPTIONS TO MARK BOJANJAC

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

"That, for the purposes of ASX Listing Rule 10.14, 10.19, sections 195(4), 208, 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 5,000,000 Director Options under the Long-Term Incentive Plan to Mark Bojanjac or his nominee, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion: a voting exclusion statement for this Resolution is provided after Resolution6.

7. RESOLUTION 6 - ISSUE OF DIRECTOR OPTIONS TO JASON BERTON

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

"That, for the purposes of ASX Listing Rule 10.14, 10.19 sections 195(4), 208, 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 5,000,000 Director Options under the Long-Term Incentive Plan to Jason Berton or his nominee, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion Statement for Resolutions 4 to 6 - ASX Listing Rules: The Company will disregard any votes cast in favour of Resolutions 4 to 6 by or on behalf of a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Long-TermIncentive Plan, or an officer of the Company or any of its child entities who is entitled to participate in a termination benefit, and any Associate of those persons (Excluded Persons). However, the Company need not disregard a vote if:

1. a person as proxy or attorney for a person who is entitled to vote on Resolutions 4 to 6, in accordance with the directions given to the proxy or attorney to vote on Resolutions 4 to 6 in that way; or

3