Agrimin : Notice of General Meeting/Proxy Form

AGRIMIN LIMITED ACN 122 162 396 NOTICE OF GENERAL MEETING A General Meeting of the Company will be held at 2C Loch Street, Nedlands, Western Australia 6009 on Friday, 15 September 2017 at 3:30 pm (WST)

The Notice of General Meeting 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.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on [phone].

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

AGRIMIN LIMITED

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NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Agrimin Limited (Company) will be held at 2C Loch Street, Nedlands, Western Australia 6009 on Friday, 15 September 2017 at 3:30 pm (WST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form comprise 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 at 5.00 pm (WST) 13 September 2017.

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

AGENDA

1. Resolution 1 - Ratification of issue of Placement 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 16,666,667 Shares on the terms and conditions in the Explanatory Memorandum.

   Voting Exclusion

   In accordance with Listing Rule 14.11, the Company will disregard any votes cast on this Resolution by a person who participated in the issue and their respective associates. However, the Company need not disregard a vote if:

2. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

3. it is cast by the Chairperson as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. Resolution 2 - Renewal of Performance Rights Plan

   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 7.2, Exception 9 and for all other purposes, Shareholders approve the Performance Rights Plan and the grant of

   Performance Rights under the Performance Rights Plan, on the terms and conditions in the Explanatory Memorandum.

   Voting Exclusion

   In accordance with Listing Rule 14.11, the Company will disregard any votes cast on this Resolution by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and their respective associates. However, the Company need not disregard a vote if:

5. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

6. it is cast by the Chairperson as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

   Voting Prohibition

   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:

7. the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and

8. the appointment does not specify the way the proxy is to vote on this Resolution.

9. However, the above prohibition does not apply if:

10. the proxy is the Chairperson; and

11. the appointment expressly authorises the Chairperson to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

12. Resolution 3 - Approval of potential termination benefits under the Performance Rights Plan

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

    "That conditional on Resolution 2 being approved, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued under the Performance Rights Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act and Listing Rule 10.19 for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Memorandum"

    Voting Exclusion

    In accordance with Listing Rule 14.11, the Company will disregard any votes cast on this Resolution by an officer of the Company or any of its child entities who is entitled to participate in a termination benefit and their respective associates. However, the Company need not disregard a vote if:

13. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

14. it is cast by the Chairperson as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

    Voting Prohibitions

    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:

15. the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and

16. the appointment does not specify the way the proxy is to vote on this Resolution.

17. However, the above prohibition does not apply if:

18. the proxy is the Chairperson; and

19. the appointment expressly authorises the Chairperson to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

In accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution must not be cast by any participants or potential participants in the Performance Rights Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person's future retirement. However, a vote may be cast by such a person if:

1. the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and

2. it is not cast on behalf of the person or an associate of the person.

20. Resolution 4 - Approval of issue of Performance Rights to Mark Savich

    To consider and, if thought fit, to pass as an ordinary resolution the following:

    "That conditional on Resolution 2 being approved, for the purposes of sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the issue of up to 4,000,000 Performance Rights to Mark Savich or his nominee on the terms and conditions in the Explanatory Memorandum."

    Voting Exclusion

    In accordance with Listing Rule 14.11, the Company will disregard any votes cast on this Resolution by any Directors who are eligible to participate in the Performance Rights Plan and their respective associates. However, the Company need not disregard a vote if:

21. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or