Notice of Meeting/Proxy Form - 20211027 ORE ASX Release NOM Final.pdf

Notice of Annual General Meeting

and Explanatory Notes 2021

Notice is given that the Annual General Meeting of Orocobre Limited will be held at:

DATE OF MEETING TUESDAY 30 NOVEMBER 2021

TIME OF MEETING 11AM (AEST) (BRISBANE)

PLACE OF MEETING VIRTUALLY VIA THE ONLINE PLATFORM HTTPS://WEB.LUMIAGM.COM/339412398

COVID-19

In the interests of the health and safety of Shareholders, Company employees and the broader community during the COVID 19 pandemic, the AGM will be held virtually this year, rather than at a physical location. Further information regarding participation in the Meeting is set out on page 2 of this document.

The Company will notify Shareholders of any changes to the way in which the Meeting is to be held by way of an ASX announcement and via its website at www.orocobre.com. Shareholders should therefore monitor ASX and the Company website for any updates in relation to the Meeting.

Voting Eligibility

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 Shareholders at 6pm (AEST) (Brisbane) on Sunday 28 November 2021.

Orocobre Limited

ACN 112 589 910 ABN 31 112 589 910

Address Riparian Plaza, Level 35, 71 Eagle Street, Brisbane, QLD 4000

Phone [phone] Fax [phone]

Email [e-mail] Web orocobre.com.au

Notice of

Annual General Meeting

OROCOBRE NOTICE OF GENNERAL MEETING AND EXPLANATORY NOTES

Orocobre Limited ACN 112 589 910 (Company) will hold an Annual General Meeting on Tuesday 30 November 2021 at 11am (AEST) (Brisbane) virtually via an online platform at https://web.lumiagm.com/339412398(Meeting or AGM).

In addition to this Notice of Meeting, Orocobre Shareholders should visit www.orocobre.comfor all important information about the Annual General Meeting.

How to attend and participate in the Meeting

Attending physically

In the interests of the health and safety of Shareholders, Company employees and the broader community during the COVID 19 pandemic, the AGM will be held virtually this year. There will be no physical location

at which Shareholders are able to attend the Meeting in person.

Pursuant to recent amendments to the Corporations Act, a meeting of shareholders of a company which is held only virtually (and not at a physical location) is deemed to be held at the registered office of the company which, for Orocobre, is Riparian Plaza, Level 35, 71 Eagle St, Brisbane QLD 4000.

Attending online

Shareholders and their proxies, attorneys or corporate representatives will be able to participate in the Meeting online (including listening to the Meeting live, viewing slides, asking questions during the Meeting (orally or in writing) and voting during the Meeting) from their computer or mobile device via the Lumi platform at https://web.lumiagm.com/339412398.

The Lumi platform is accessible on any internet browser.

Upon entering the meeting ID into the Lumi platform, Shareholders (or their attorneys or corporate representatives) should then log in to the virtual meeting by entering:

1. for Australian residents:
2. • their "username" which is their SRN/HIN; and
   • their "password", which for Australian residents is their postcode; or
3. for overseas residents, their SRN/HIN and three letter country code as per the Lumi Online Meeting guide (attached at the end of this document).

Proxyholders should contact the Company's share registry, Computershare Investor Services, on [phone] to receive their login information.

More information regarding virtual attendance at the Meeting (including how to vote, comment and ask questions virtually during the Meeting) is available in the Lumi Online Meeting Guide (attached).

Participation in the Meeting

The Company welcomes the participation of Shareholders in the Meeting. Shareholders who attend the Meeting will be provided with an opportunity to ask questions of the Board and the external auditors.

For information relating to voting in respect of

the Meeting please see pages 5 and 6 of this Notice of Meeting.

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Items of

Business

The items of business should be read in conjunction with the Explanatory Notes commencing on page 6. The Explanatory Notes form part of this Notice of Meeting.

Financial and other Reports

To receive, consider and discuss the Company's financial report, Directors' report and auditor's report for the year ended 30 June 2021.

Resolution 1-Adoption of

Remuneration Report

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

• "That, for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report for the year ended 30 June 2021 be adopted."

Under section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and will not bind the Directors or the Company.

A voting prohibition statement is set out in the Explanatory Notes below.

Resolution 2-Change of Name of the Company

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

• "That, for the purposes of section 157(1)(a) of the Corporations Act, and for all other purposes, the name of the Company be changed from Orocobre Limited to Allkem Limited."

Resolution 3-Election of Director- Martin Rowley

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

• "That, for the purpose of clause 74.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Martin Rowley, appointed as an additional Director to the Board of the Company on 25 August 2021, retires and being eligible is elected as a Director."

Resolution 4-Election of Director- Florencia Heredia

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

• "That, for the purpose of clause 74.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Florencia Heredia, appointed as a Director on 25 August 2021 to fill a casual vacancy on the Board, retires and being eligible is elected as a Director."

Resolution 5-Election of Director- John Turner

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

• "That, for the purpose of clause 74.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, John Turner, appointed as a Director on
  25 August 2021 to fill a casual vacancy on the Board, retires and being eligible is elected as a Director."

Resolution 6-Election of Director- Alan Fitzpatrick

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

• "That, for the purpose of clause 74.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Alan Fitzpatrick, appointed as a Director on 25 August 2021 to fill a casual vacancy on the Board, retires and being eligible is elected
  as a Director."

Resolution 7-Increase to Non-Executive Directors' Remuneration

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

• "That, for the purposes of clauses 90.1 and 94.1 of the Constitution, ASX Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the total aggregate amount of fees payable to non- executive Directors from AU$850,000 per annum to US$1,500,000 per annum."

A voting exclusion statement and voting prohibition statement are set out in the Explanatory Notes below.

OROCOBRE NOTICE OF GENNERAL MEETING AND EXPLANATORY NOTES

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OROCOBRE NOTICE OF GENNERAL MEETING AND EXPLANATORY NOTES

Resolution 8-Grant of STI Performance Rights to the CEO and Managing Director

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

• "That for the purpose of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act, and all other purposes, approval is given for the Company to:
• 1. grant to the Chief Executive Officer and Managing Director Mr Martin Pérez de Solay (or his nominee), 62,661 STI Performance Rights under the Company's Performance Rights and Options Plan; and
  2. issue or transfer to Mr Pérez de Solay (or his nominee) Shares in the Company on vesting and exercise of those STI Performance Rights."

A voting exclusion statement and voting prohibition statement are set out in the Explanatory Notes below.

Resolution 9-Grant of LTI Performance Rights to the CEO and Managing Director

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

• "That for the purpose of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act, and all other purposes, approval is given for the Company to:
• 1. grant to the Chief Executive Officer and Managing Director Mr Martin Pérez de Solay (or his nominee), 156,653 LTI Performance Rights under the Company's Performance Rights and Options Plan; and
  2. issue or transfer to Mr Pérez de Solay (or his nominee) Shares in the Company on vesting and exercise of those LTI Performance Rights."

A voting exclusion statement and voting prohibition statement are set out in the Explanatory Notes below.

Resolution 10-Grant of Merger Completion Performance Rights to the CEO and Managing Director

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

• "That for the purpose of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act, and all other purposes, approval is given for the Company to:
• 1. grant to the Chief Executive Officer and Managing Director Mr Martin Pérez de Solay (or his nominee), 49,731 Merger Completion Performance Rights under the Company's Performance Rights and Options Plan; and
  2. issue or transfer to Mr Pérez de Solay (or his nominee) Shares in the Company on vesting and exercise of those Merger Completion Performance Rights."

A voting exclusion statement and voting prohibition statement are set out in the Explanatory Notes below.

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Voting and Proxy

Information

Determination of Resolutions

All Resolutions at the Meeting will be decided by poll rather than by show of hands.

Voting Eligibility

The time for determining eligibility to vote at the Meeting is set out on the front page of the Notice of Meeting. Only those Shareholders entered on the register of Shareholders at that time will be entitled to participate and vote at the Meeting, either in person, by proxy or attorney, or in the case of a corporate Shareholder, by a body corporate representative. Share transfers registered after that time will be disregarded in determining voting entitlements at the Meeting.

Voting in person

Shareholders entitled to vote at the Meeting (or their proxies, attorneys or corporate representatives who have been properly appointed-refer below) may attend the Meeting (virtually) and vote in person.

Voting will occur via the online platform at https://web.lumiagm.com/339412398in accordance with the provisions of this Notice, the instructions for voting set out on that platform and in the Lumi Online Meeting Guide accompanying this Notice.

Voting by proxy

Shareholders entitled to vote at the Meeting may appoint a proxy to participate and vote on their behalf. To appoint a proxy, a Shareholder should complete the Proxy Form provided to it and submit that completed Proxy Form online, by mobile, by post or by facsimile in accordance with the instructions set out below.

A proxy need not be a Shareholder of the Company.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

If proxy holders vote, they must cast all directed proxies as directed. Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

The Chair of the Meeting intends to vote undirected proxies in favour of each Resolution. In exceptional circumstances, the Chair of the Meeting may change their voting intention on any Resolution, in which case an ASX announcement will be made.

In relation to Resolutions 1, 7, 8, 9 and 10:

• A Shareholder who appoints a member of the Key Management Personnel, or a Closely Related Party of such a member, as a proxy, should ensure that the appointment directs the proxy as to how to vote on Resolutions 1, 7, 8, 9 and 10 (by marking "For", "Against" or "Abstain"); and
• A Shareholder who appoints the Chair as their proxy can direct them how to vote on Resolutions 1, 7, 8, 9 and 10 (in the manner specified above) or can choose not to mark any of the boxes and give the Chair the express authority to vote the undirected proxy (in which case the Chair intends to vote in favour of each Resolution in this Notice of Meeting as noted above).

To vote by proxy, please complete the Proxy Form provided to Shareholders. Completed Proxy Forms should be sent to the Company's share registrar, Computershare Investor Services Pty Ltd, as follows:

Online or by mobile

Enter the control number, SRN/HIN and postcode shown on the first page of the proxy form at: www.investorvote.com.au

By mail

Orocobre Ltd C/- Computershare Investor Services Pty Ltd GPO Box 242 Melbourne VIC 3001 Australia

By fax

Orocobre Ltd C/- Computershare Investor Services Pty Ltd (within Australia) 1800 783 447 (outside Australia) [phone]

Custodian voting

For Intermediary Online subscribers only:

www.intermediaryonline.com

Completed Proxy Forms must be received by Computershare Investor Services Pty Ltd by 11am (AEST) (Brisbane) on Sunday 28 November 2021.

For all enquiries regarding how to vote, contact Computershare Investor Services Pty Ltd on

1300 850 505 (within Australia) or [phone] (outside Australia).

OROCOBRE NOTICE OF GENNERAL MEETING AND EXPLANATORY NOTES

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