Asset Resolution : 2021 AGM Notice and Proxy

~*~	Notice of Annual General Meeting
	and explanatory statement
	Asset Resolution Limited ACN 159 827 871
	Date:	21 October 2021
	Time:	4.00pm AEDT
	Place:	virtually athttps://agmlive.link/Asset21

IMPORTANT INFORMATION REGARDING COVID-19

This Annual General Meeting will be held as a virtual meeting as physical attendance is not being offered in order to comply with Government restrictions on public gatherings and interstate travel, and to ensure the health and safety of staff and shareholders. Details on attending the AGM virtually are included in the Notice of Meeting and on the Company's website www.arlimited.com.au.

This Notice of Annual 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 by telephone on [phone] or Share Registry 1300 554 474.

Letter to Shareholders

Dear Asset Resolution Limited Shareholder,

I am pleased to issue the 2021 Annual Report and Notice of Annual General Meeting (AGM) for Asset Resolution Limited (ARL).

The Company's AGM is to be held virtually via Link Market Services' platform https://agmlive.link/Asset21.

This AGM will be held as a virtual meeting in order to comply with the COVID-19 requirements set out in the Government restrictions on public gatherings. Details on attending the AGM virtually are included in this notice of meeting and are on the Company's website www.arlimited.com.au. Shareholders will not be able to attend the Meeting in person.

The resolutions being put to the Meeting are set out below:

Buy-back

The Notice of Meeting includes one resolution to permit ARL to continue to buy back shares. We only intend to buy back shares if we can do so on terms that boost ARL's long-term underlying net asset value per share, while making it easier for those wishing to sell their shares to do so.

The Board is seeking approval for the buy‐backs, which will allow the Company to buy back shares (should it elect to do so). Specifically, the resolution to be put to shareholders expressly authorises the buy‐back of up to 671,012 ordinary Shares on market, over the 12 months following the 2021 AGM.

Re-Election of Director

The Notice of Meeting also includes a vote on the re-election of a director retiring by rotation, Mr Giles Craig.

Directors' remuneration

At this AGM, the Board is seeking re-approval of the Non-Executive Share Plan, as part of the normal tri-annual approval requirement, and the re-approval that directors' fees be paid in Shares, thereby preserving the Company's cash. The price per Share to be issued to each of the Non-Executive Directors is $5.32; being the net tangible asset per share shown in the 2021 Annual Report.

Our virtual annual meeting will be held at 4:00pm AEDT on Thursday 21 October 2021. I hope you can join us then.

Yours sincerely,

Giles Craig

Chair

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Notice of Annual General Meeting

The Annual General Meeting ("AGM") of Shareholders of Asset Resolution Limited ACN 159 827 871 (ARL) will be held at 4.00pm AEDT on Thursday 21 October 2021 online at https://agmlive.link/Asset21. Attached to, and forming part of this Notice of Meeting, is an Explanatory Statement that provides Shareholders with background information and further details in understanding the reasons for, and effect of, the Resolutions (if approved). In addition, the Virtual Meeting Online Guide is attached to this Notice of Meeting.

If you are unable to attend the AGM, you are requested to complete your Proxy Form. For further information regarding voting and proxies, please refer to page 9 of this Notice of Meeting.

A number of defined terms are used in the Notice of Meeting. These terms are contained in the Explanatory Statement and the Proxy Form.

Business

1. Financial statements and reports

To receive and consider:

1. the audited financial statements;
2. the directors' report (including Remuneration Report); and
3. the auditor's report

of ARL for the year ended 30th June 2021.

These statements and reports are placed before the Shareholders for discussion and Shareholders will be given the opportunity to ask questions and make comments on these statements and reports; no voting is required on this matter.

1. Resolution 1

Adoption of Remuneration Report

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 Report for the financial year ended 30th June 2021."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company under section 250R(2) of the Corporations Act. If the 'No' votes are greater than 25% then there are potentially serious consequences, see Explanatory Memorandum for details.

Voting Prohibition Statement:

In accordance with the Corporations Act 2001 (Cth) (Corporations Act), a vote on this resolution must not be cast (in any capacity) by, or on behalf of, the following persons:

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1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution if the vote is cast as a proxy for a person who is entitled to vote on this Resolution and:

1. 1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
   2. the voter is the Chair of the meeting and the appointment of the Chair as proxy:
   3. 1. does not specify the way the proxy is to vote on this Resolution; and
      2. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
2. Ordinary Resolutions
   Resolution 2

Election of Director - Mr Giles Craig for re-election on rotation

To consider and, if thought fit, to pass the following ordinary Resolution:

"That Mr Giles Craig, a Director retiring by rotation, being eligible, is re-elected as a Director of ARL."

There are no voting exclusions in relation to this Resolution.

Resolution 3

Approve On-MarketBuy-Back of Shares

To consider and, if thought fit, to pass the following ordinary Resolution:

"That, for the purposes of section 257C of the Corporations Act 2001 (Cth) and for all other purposes, Shareholders authorise and approve the on-marketbuy-back of up to 671,012 fully paid ordinary Shares in the Company (representing approximately 20% of the Company's issued Shares as at 3rd September 2021 ) in the 12 month period following the approval of this Resolution, pursuant to an On- Market Buy-Back conducted in accordance with the requirements of the Listing Rules and the Corporations Act (being over the 10/12 limit (as defined in section 257B(4)) and on the terms as described in the Explanatory Statement to this Notice of Meeting."

There are no voting exclusions in relation to this Resolution.

Notice of 2021 AGM Page 4

1. Special Resolutions
   Resolution 4

Approve Share issue to Giles Craig under the Non-Executive Share Plan in lieu of director's fees for year ended 30 November 2022

To consider and, if thought fit, to pass the following resolution as a special Resolution:

"That, conditional on the approval of Resolution 2, and for all purposes, including the requirements of NSX Listing Rules 6.25 and 6.44 (if applicable), approval is given for the Board to allot and issue up to 9,398 Shares to Giles Craig (being a Non-Executive Director of the Company) and/or their nominees under the Non-Executive Share Plan on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement for Resolution 4

The Company will, disregard any votes cast in favour of these Resolutions by or on behalf of:

• the persons excluded from voting, being: o Mr Giles Craig,

or

• an associate of those persons.

However, the Company need not disregard a vote cast in favour of Resolution 4 if:

• it is cast by a person as proxy for a person who is entitled to vote on the resolution in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy 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.
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• 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 the resolution; and
  2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

A person appointed as proxy must not vote on Resolution 4 on the basis of that appointment if:

• that 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 how the proxy is to vote on the proposed Resolution;

unless the person appointed is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even if the proposed Resolution is connected directly or indirectly with the remuneration of the Key Management Personnel of the Company.

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