Dalrymple Bay Infrastructure : Notice of Meeting for 2022 Annual General Meeting

ASX Announcement

22 April 2022

Notice of Meeting for 2022 Annual General Meeting

The 2022 Annual General Meeting of Dalrymple Bay Infrastructure Limited (ASX:DBI) (DBI or the Company) will be held at the Christie Centre, Room A, Level 1, 320 Adelaide Street, Brisbane Qld 4000, on Wednesday, 25 May 2022, at 10.00am (AEST).

A live webcast of the 2022 AGM will be available at:https://meetings.linkgroup.com/DBI22 Attached are the following documents relating to the 2022 Annual General Meeting:

• • Notice of Meeting

• • Proxy Form

• • Notice of Access.

The Notice of Meeting is also available on DBI's website at:https://investors.dbinfrastructure.com.au/investor-centre/?page=agm

-ENDS-

Authorised for release by the Disclosure Committee of Dalrymple Bay Infrastructure Limited

More information

Investors	Media
Craig Sainsbury	Tristan Everett
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About Dalrymple Bay Infrastructure

Dalrymple Bay Infrastructure (DBI) through its foundation asset, the Dalrymple Bay Terminal (DBT), aims to provide safe and efficient terminal infrastructure and services for producers and consumers of high quality Australian coal exports. DBT, as the world's largest metallurgical coal export facility, serves as a global gateway from the Bowen Basin and is a critical link in the global steelmaking supply chain. By providing operational excellence and options for capacity expansions to meet expected strong export demand, DBI intends to deliver value to security holders through distributions, ongoing investment and capital growth.dbinfrastructure.com.au

Dalrymple Bay Infrastructure Limited Notice of Meeting for 2022 Annual General Meeting

Dalrymple Bay Infrastructure Limited (Company)

ACN 643 302 032

Notice of Annual General Meeting

Notice is given that the 2022 Annual General Meeting (2022 AGM) of Dalrymple Bay Infrastructure Limited (DBI or the Company) will be held at the Christie Centre, Room A, Level 1, 320 Adelaide Street, Brisbane Qld 4000, on Wednesday, 25 May 2022, at 10.00am (AEST).

DBI is looking forward to hosting its 2022 AGM in the normal physical meeting format.

A live webcast of the 2022 AGM will be available at:https://meetings.linkgroup.com/DBI22

Securityholders will be able to view the 2022 AGM live by watching the webcast, but will not be able to ask questions or vote through the webcast facilities. Voting on the day of the Annual General Meeting will only be permissible by securityholders who are physically present at the meeting. There will be no online voting on the day of the meeting.

For the health and safety of all attendees, the Company will be observing social distancing and any other government requirements that apply based on the COVID-19 situation prevailing at the time. Attendees will be required to register their contact details via the 'Check in QLD' government App or a paper-based register.

Securityholders who plan to attend the AGM should take heed of government warnings and advice and monitor the Company's and the Australian Securities Exchange's website for any updates about the AGM, including with respect to the location.

As we have seen recently, the situation can change rapidly. The health of the Company's securityholders, employees and other meeting attendees is of paramount importance. We ask that you do not attend the AGM if you feel unwell or have been in contact with someone who may have been affected by COVID-19. The Company may implement screening procedures at admission, including temperature checks.

Please note that due to COVID 19, restrictions and precautionary measures may be imposed on attendance if necessary, including limiting or refusing entry to visitors or other attendees.

If it becomes necessary or appropriate to make alternative arrangements for the meeting, we will provide further information on the Company's website and the Australian Securities Exchange's website.

Agenda items

1.

Financial Report, Directors' Report and Auditor's Report

To receive and consider the Financial Report of the Company and its controlled entities and the Reports of the Directors and Auditor for the period ended 31 December 2021.

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

2. Resolution 1 - Re-election of Director - David Hamill

That David Hamill, being eligible, be re-elected as a Director of the Company.

3. Resolution 2 - Re-election of Director - Bronwyn Morris

That Bronwyn Morris, being eligible, be re-elected as a Director of the Company.

4.

Resolution 3 - Adoption of Remuneration Report

That the Remuneration Report for the reporting period ended 31 December 2021 be adopted.

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. A voting exclusion statement applies to this resolution (see Item 2 of the notes relating to voting).

The notes relating to voting and the Explanatory Memorandum form part of this Notice of Meeting.

By Order of the Board of Dalrymple Bay Infrastructure Limited.

date

14 April 2022

sign here ►

Liesl Burman

Company Secretary

Notes relating to voting

1

Entitlement to vote

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of securities in the Company as at 7:00 pm AEST on Monday, 23 May 2022 will be entitled to attend and vote at the Annual General Meeting (Meeting) as a securityholder. Security transfers registered after this time will be disregarded in determining entitlements to attend and vote at the Meeting.

Securityholders will be able to view the Meeting live by watching the webcast, but will not be able to ask questions or vote through the webcast facilities. Voting on the day of the Meeting will only be permissible by securityholders who are physically present at the meeting. There will be no online voting on the day of the meeting.

If more than one joint holder of securities is present at the Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Voting on all resolutions set out in this Notice of Meeting will be conducted by poll. On a poll, securityholders have one vote for every fully paid ordinary security held (subject to the restrictions on voting referred to below)

2

Voting exclusionsResolution 3 (Adoption of Remuneration Report)

The Company will disregard any votes cast on resolution 3:

•

by or on behalf of a member of the Company's key management personnel (KMP) named in the Company's Remuneration Report for the reporting period ended 31 December 2021 or their closely related parties, regardless of the capacity in which the vote is cast; or

•

as a proxy by a person who is a member of the Company's KMP at the date of the Meeting or their closely related parties,

unless the vote is cast as proxy for a person entitled to vote on resolution 3:

•

in accordance with a direction in the proxy form; or

•

by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy even though resolution 3 is connected with the remuneration of the KMP.

3

Proxies

• (a) A securityholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the securityholder. A proxy need not be a securityholder and can be either an individual or a body corporate. A securityholder can appoint a proxy by completing and returning a signed proxy form (see section 4 of these notes relating to voting, and the proxy form).

• (b) A securityholder that 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 no proportion or number is specified, each proxy may exercise half of the securityholder's votes.

• (c) If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. If you do not direct your proxy how to vote on a particular item of business, you are authorising your proxy to vote as they decide, subject to any applicable voting exclusions.

• (d) Members of the Company's KMP (which includes each of the Directors) and their closely related parties (which includes spouses and dependants) will not be able to vote as proxy on resolution 3, unless you direct them how to vote or the Chairman of the Meeting is your proxy. If you intend to appoint a member of