Adbri : 2022 Notice of Annual General Meeting and Proxy Form

Letter from the ChairmanBusiness

Dear fellow Shareholder

Notice of Annual General Meeting

On behalf of the Board, I am pleased to invite you to Adbri Limited's (the Company) 2022 Annual General Meeting (AGM).

Notice is given that the 2022 Annual General Meeting of

The AGM will be held at The Gold Melting Room, The Mint,

10 Macquarie Street, Sydney, New South Wales 2000, on Thursday, 19 May 2022 at 10.00 am AEST.

Adbri Limited ACN 007 596 018 will be held at The Gold Melting Room, The Mint, 10 Macquarie Street, Sydney, New South Wales 2000, on Thursday, 19 May 2022 at 10.00 am AEST, for the purpose of transacting the business set out in this Notice.

At this year's AGM, we will receive and consider the Financial Report, Directors' Report and Auditor's Report, and consider and vote on:

Item 1

Financial Report, Directors' Report and Auditor's Report

• - the adoption of the Remuneration Report;

• - the re-election of Geoff Tarrant;

  To receive and consider the financial report, directors' report and the auditor's report for the financial year ended

• - the election of Michael Wright;

  31 December 2021.

• - the election of Samantha Hogg;

  Note: There is no requirement for Shareholders to vote on this item.

• - an annual Long-Term Incentive Award, and a one-off MD Performance Award as we announced on 5 October 2021, to the Managing Director and CEO; and

  Item 2

  Adoption of Remuneration Report

• - the appointment of the Company's Auditors.

To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution:

For the health and safety of all attendees, we will be observing social distancing rules and any other government requirements that may apply based on the COVID-19 situation at the time of the meeting, and may adopt other precautionary measures. Please monitor the Company's website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM.

"To adopt the Remuneration Report for the financial year ended 31 December 2021."

The Remuneration Report is set out on pages 81 to 101 of the 2021 Annual Report.

Note: This resolution is advisory only and does not bind the Directors or the Company.

Even if you plan to attend the AGM, all Shareholders are encouraged to lodge a directed proxy and submit written questions in advance of the meeting. Instructions about how to lodge a proxy and submit written questions are included in the Notice of Annual General Meeting.

Voting exclusion statement

The Company will disregard any votes cast on Item 2 by or on behalf of:

-

A live webcast of the meeting can be viewed athttps://webcast.openbriefing.com/8627/.

a member of the key management personnel (KMP) named in the remuneration report for the year ended 31 December 2021; and

On behalf of the Board and Management, I look forward to welcoming you to the 2022 AGM.

- closely related parties of those KMPs (such as certain family members, dependants and companies they control),

as well as any votes cast as a proxy on Item 2 by members of the KMP at the date of the meeting and their closely related parties, unless the votes are cast by:

- a proxy for a person entitled to vote, in accordance with the directions on the proxy form; or

-

Raymond Barro Chairman

by the Chairman of the Meeting acting as a proxy for a person who is entitled to vote on Item 2 in accordance with an express authorisation in the proxy form for the Chairman of the Meeting to exercise the proxy as the Chairman of the Meeting decides, even though Item 2 is connected with the remuneration of the KMP.

Item 3

Re-election of Mr Geoff Tarrant

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

"That Mr Geoff Tarrant, being a Director of the Company who retires by rotation under rule 7.1(d) of the Company's constitution and, being eligible, is re-elected as a Director of the Company."

Item 4

Election of Mr Michael Wright

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

"That Mr Michael Wright, being a Director appointed since the last Annual General Meeting, and holding office only until the conclusion of this Annual General Meeting in accordance with rule 7.1(c) of the Company's constitution and, being eligible, is elected as a Director of the Company."

Item 5

Election of Ms Samantha Hogg

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

"That Ms Samantha Hogg, being a Director appointed since the last Annual General Meeting, and holding office only until the conclusion of this Annual General Meeting in accordance with rule 7.1(c) of the Company's constitution and, being eligible, is elected as a Director of the Company."

Item 6

Long-term incentive (LTI) and one-off equity Awards (MD Performance Award) for the Managing Director and CEO

To consider and, if thought fit, pass the following resolutions, to be voted on separately, as ordinary resolutions:

Item 6(a): Issue of Awards to the Managing Director and CEO, in respect of the FY22-25 LTI

"That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act 2001 (Cth), and all other purposes, approval be given to the grant of 494,069 Awards to Mr N Miller, the Managing Director and CEO of the Company, in respect of the FY22-25 LTI on the terms of the Executive Performance Share Plan (Plan) and as set out in the Explanatory Notes to this Notice of Annual General Meeting."

Item 6(b): Issue of Awards to the Managing Director and CEO, in respect of the MD Performance Award

"That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act 2001 (Cth), and all other purposes, approval be given to a one-off grant of 470,080 Awards (being rights to acquire ordinary shares in the Company) to Mr N Miller, the Managing Director and CEO of the Company, in respect of the MD Performance Award on the terms of the Plan and as set out in the Explanatory Notes to this Notice of Annual General Meeting."

Voting exclusion statement

The Company will disregard any votes on Items 6(a) and 6(b):

• - cast in any capacity by or on behalf of Mr Miller or an associate of Mr Miller; or

• - cast as proxies by members of the KMP at the date of the meeting or their closely related parties;

unless the votes are not cast on behalf of Mr Miller or an associate of Mr Miller, and are cast by:

- a person as a proxy appointed by writing that specifies how the proxy is to vote on Items 6(a) and 6(b); or

- the Chairman of the Meeting acting as a proxy for a person who is entitled to vote on Items 6(a) and 6(b) and the appointment expressly authorises the Chairman of the Meeting to exercise the proxy as the Chairman of the Meeting decides even though Items 6(a) and 6(b) are connected with the remuneration of the KMP.

In addition, under the ASX Listing Rules, the Company will disregard any votes cast in favour of Items 6(a) and 6(b) 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 employee incentive scheme in question; or

-

an associate of that person or those persons.

However, this does not apply to a vote cast in favour of Item 6(a) or 6(b) 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 of the meeting 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.

Item 7

Appointment of auditor

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

"That Deloitte Touche Tohmatsu, having been duly nominated by a Shareholder of the Company and having consented in writing to act, be appointed as the auditor of the Company with effect from the end of this Annual General Meeting, subject to the resignation of the current auditor of the Company".

The Explanatory Notes to Shareholders and Voting Information form part of this Notice of Meeting.

By order of the Board

Marcus Clayton Company Secretary

14 April 2022

Explanatory Notes to Shareholders

Item 1

Financial Report, Directors' Report, Auditor's Report

The Corporations Act 2001 (Cth) (Corporations Act) requires the financial report (which includes financial statements, notes to the financial statements and directors' declaration), the directors' report and the auditor's report to be laid before the AGM.

There is no requirement for a resolution on this matter. However, Shareholders as a whole will be given a reasonable opportunity to raise questions on these reports and to ask questions or make comments on the management of the Company.

They will also be given a reasonable opportunity as a whole to ask questions of the Company's external auditor in relation to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements, and the independence of the auditor.

Item 2

Adoption of Remuneration Report - non-binding advisory vote

As required by the Corporations Act, the Board is presenting the Company's Remuneration Report for the financial year ended 31 December 2021 to Shareholders for consideration and adoption by a non-binding advisory vote.

The Remuneration Report is set out on pages 81 to 101 of the 2021 Annual Report, which can be accessed on the ASX and the Company's website athttps://www.adbri.com.au/investors/results-announcements/.

The Remuneration Report discusses:

• - the remuneration policy adopted by the Board;

• - the remuneration details of KMP (comprising each Director and certain members of the senior Executive team);

• - how the Company's performance has driven remuneration outcomes for the 2021 financial year; and

-

the performance conditions that must be met prior to executive KMP deriving any value from the 'at risk' components of their remuneration.

The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders will be given a reasonable opportunity as a whole to ask questions and make comments on the Remuneration Report, and the Board will take into account the outcome of the vote on this resolution when considering the future remuneration arrangements of the Company.

Voting exclusion

A voting exclusion statement applicable to Item 2 is set out in this Notice of Meeting.

Directors' Recommendation

The Board unanimously recommends that Shareholders VOTE IN FAVOUR of Item 2.

Item 3

Re-election of Mr Geoff Tarrant

Mr Geoff Tarrant was appointed to the Board as a non-executive Director in February 2018. He is a Member of the Audit, Risk and Compliance Committee.

Mr Tarrant brings over 25 years' experience to the Board gained in Australia, the United Kingdom and Asia. Mr Tarrant is Chairman of Payapps Limited, a cloud-based construction software company. Prior to this he held finance roles with Deutsche Bank, Citigroup, National Australia Bank and Price Waterhouse.

Mr Tarrant was nominated as a Director of the Company by Barro Properties Pty Ltd and Barro Group Pty Ltd. He has a financial interest in Vue Australia Pty Ltd, a Barro Group Pty Ltd controlled company that operates the East Coast Cement import facility in Newcastle, New South Wales.

Barro Properties Pty Ltd, together with its associates, has a relevant interest in approximately 43% of the Company's issued capital.

The Board has considered the performance of Mr Tarrant as well as the skills, knowledge and experience he brings to the Board and his contribution to Board discussions.

The Board notes that Mr Tarrant, who is a nominee Director of Barro Properties Pty Ltd and Barro Group Pty Ltd, is not considered an independent Director.

Directors' Recommendation

The Board confirms its support for the re-election of Mr Tarrant as a Director of the Company, and with Mr Tarrant abstaining, unanimously recommends that Shareholders VOTE IN FAVOUR of Item 3.

Item 4

Election of Mr Michael Wright

Mr Michael Wright was appointed to the Board as an Independent non-executive Director in June 2021. He is a member of the Safety, Health, Environment and Sustainability Committee, People and Culture Committee, and Nomination and Governance Committee.

Mr Wright has over 30 years' experience across the global resources and industrial sectors in Australia, Asia, Africa and America. In his previous positions, he held senior leadership and Chief Executive Officer positions in multinational mining services and contracting businesses associated with mining, construction, civil and general engineering, environmental services and utility operations. Mr Wright was formerly the Chief Executive Officer of CIMIC Group and has extensive industry expertise.

Currently, Mr Wright is an Executive Chairman and CEO of Thiess and sits on the boards of the Sustainable Minerals Institute and the Minerals Council of Australia where he co-chairs the Safety and Sustainability Committee and chairs the Safety and Health Subcommittee.

Appropriate background checks were undertaken before Mr Wright was appointed to the Board.

The Board considers Mr Wright to be an independent Director.

Directors' Recommendation

The Board, with Mr Wright abstaining, unanimously recommends that Shareholders VOTE IN FAVOUR of Item 4.

Item 5

Election of Ms Samantha Hogg

Ms Samantha Hogg was appointed to the Board as an Independent non-executive Director on 29 March 2022.

Ms Hogg has over 25 years' experience across the transport, infrastructure, energy and resources sectors, domestically and offshore. In her previous role as Chief Financial Officer at Transurban Group, she was responsible for the financing and transaction governance of a number of large acquisitions and divestments and provided key financial guidance and controls. She has also served as Chair or Committee Chair in both the public and private sectors, with a focus on the infrastructure and renewable energy sectors. More recently, she has been a member of the National COVID-19 Commission Advisory Panel and the Tasmanian equivalent, focusing on the social and economic recovery from the COVID-19 pandemic.

Ms Hogg is currently a member of the following boards:

• - 2019 - present: Cleanaway Waste Management - Non-executive Director

• - 2016 - present: Tasmanian Irrigation - Chair

Appropriate background checks were undertaken before Ms Hogg was appointed to the Board.

The Board considers Ms Hogg to be an independent Director.

Directors' Recommendation

The Board, with Ms Hogg abstaining, unanimously recommends that Shareholders VOTE IN FAVOUR of Item 5.

Item 6

Long-term incentive (LTI) and one-off equity Awards (MD Performance Award) for the Managing Director and CEO

Background

The Company operates the Adbri Limited Executive Performance Share Plan (Plan) under which eligible executives may receive grants of Awards, being rights to acquire fully paid ordinary shares (Shares) in the Company, subject to meeting certain performance and service conditions. Awards in the form of rights are proposed to be granted because they create alignment between the Managing Director and CEO and ordinary Shareholders but do not provide him with the full benefits of share ownership (such as dividend and voting rights) unless and until the Awards vest.

Item 6(a) seeks approval for the grant of 494,069 Awards with a value of $1,562,100, in respect of the FY22-25 LTI and Item 6(b) seeks approval for the grant of 470,080 Awards with a value of $1,524,000, in respect of a one-off grant of Awards (MD Performance Award), to the Managing Director and CEO, Mr N Miller, under the Plan.

In accordance with ASX Listing Rule 10.15.2, the following additional information is provided: Mr N Miller is a director of the Company and therefore he falls within the director category in ASX Listing Rule 10.14.1.

Further details on the terms of the Awards are provided below.

Approvals sought ASX Listing Rules

ASX Listing Rule 10.14 requires the Company to obtain Shareholder approval for the issue of securities to a Director under an employee incentive scheme.

The Company wishes to have flexibility to satisfy Awards by way of issuing new Shares or acquiring Shares on-market. Accordingly, Shareholders are asked to approve the grant of 494,069 Awards in respect of the FY22-25 LTI and the grant of 470,080 Awards in respect of the MD Performance Award, to the Managing Director and CEO under the Plan, on the terms and conditions set out below. Approval of each resolution will also result in the Awards granted to the Managing Director and CEO being included as an exception to the approval requirements of ASX Listing Rule 7.1. This means the Awards granted to the Managing Director and CEO, and any other Shares issued pursuant to these approvals, will not use up part of the 15% limit available under ASX Listing Rule 7.1.

If approval is not obtained from Shareholders, then the Board will consider alternative arrangements to appropriately remunerate and incentivise the Managing Director and CEO.

Corporations Act

The Corporations Act restricts the benefits which can be given to a person who has held a managerial or executive office in the Company or a related body corporate, which includes the Managing Director and CEO. Under section 200B of the Corporations Act, a person may only be given a termination benefit in connection with their ceasing to hold a managerial or executive office in the Company or a related body corporate if Shareholder approval is obtained in accordance with section 200E of the Corporations Act or an exemption applies.

Accordingly, approval is being sought for the purposes of sections 200B and 200E of the Corporations Act for any termination benefits that may be provided to the Managing Director and CEO in respect of the FY22-25 LTI and the

MD Performance Award in connection with his ceasing to hold managerial or executive office.

If approved, the Managing Director and CEO will be entitled to receive benefits arising under these Awards in connection with such cessation in addition to any other termination benefits that may be provided to him without further Shareholder approval. It is intended that this approval will remain valid during the life of Awards.

Item 6(a): Issue of Awards to the Managing Director and CEO, in respect of the FY22-25 LTI

The FY22-25 LTI forms the long-term component of the Managing Director and CEO's remuneration arrangements. The FY22-25 LTI will be subject to achievement of financial performance conditions (Total Shareholder Return, Earnings Per Share and Return On Capital Employed) over a four-year performance period.

The Board considers it is important that the remuneration of the Managing Director and CEO, and members of the Executive Leadership Team, including any long-term incentive, be on the same terms to ensure a co-ordinated and consistent effort to achieving the Company's goals. Following the meeting, the Company will issue Awards to members of the Executive Leadership Team on similar terms to those proposed for Mr Miller.