Emyria : Addendum to Notice of Meeting and Proxy Form

For personal use only

Emyria Limited

ACN 625 085 734

Addendum to Notice of General Meeting

The General Meeting of the Company, which was to be held at D2, 661

Newcastle Street, Leederville WA, 6007 on Friday, 25 February 2022 at 9.30am (WST), will now be held at D2, 661 Newcastle Street, Leederville WA, 6007 on 20 April 2022 at 9.30am (WST).

THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN PERSON MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE ABILITY TO FACILITATE AN IN PERSON MEETING, THE COMPANY WILL PROVIDE AN UPDATE AHEAD OF THE MEETING BY WAY OF AN ASX ANNOUNCEMENT.

The Addendum to the Notice of General Meeting and the Notice of General Meeting should be read together in their entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor 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

Page 1

For personal use only

Emyria Limited

ACN 625 085 734

(Company)

Addendum to Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of Emyria Limited (Company), which was to be held at D2, 661 Newcastle Street, Leederville WA, 6007 on Friday, 25 February 2022 at 9.30am (WST), will now be held on 20 April 2022 at 9.30am (WST) (Meeting).

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 4.00pm WST on 18 April 2022.

The Directors have resolved to amend the Notice by:

1. setting a new time and date for holding the Meeting, being 20 April 2022 at 9.30am (WST);
2. amending the date to determine whether persons are eligible to vote at the Meeting; and
3. inserting:
4. 1. Resolution 4 and Resolution 5 into the Notice, which seeks Shareholder approval for the removal of vesting conditions of Options issued to a corporate adviser for reasons set out in the Addendum;
   2. Section 5 and 6 into the Explanatory Memorandum; and
   3. Schedule 4 as a schedule to the Notice.

This Addendum is supplemental to the original Notice (which includes the Explanatory Memorandum) and should be read in conjunction with the Notice. Save for the amendments set out below, the Notice remains unchanged. The numbering used in this Addendum is a continuation of the numbering used in the Notice. Unless otherwise defined in this Addendum, the defined terms used in this Addendum are as defined in the Notice.

This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their suitably qualified professional advisors prior to voting. Should you wish to discuss the matters set out in this Addendum, please do not hesitate to contact the Company on [phone].

Proxy Form

The Company confirms that the Proxy Form previously dispatched to Shareholders has been amended to include Resolutions 4 and 5 and is attached to this Addendum.

1. If you have already completed and returned the Proxy Form which was provided with the original Notice of Meeting and you do not wish to change your vote on Resolutions 1, 2 or 3, please complete the Proxy Form in relation to Resolution 4 and Resolution 5 and return it as per the instructions in the Proxy Form.
2. If you have already completed and returned the Proxy Form which was provided with the original Notice of Meeting and you wish to change your vote on Resolutions 1, 2 or 3, please

Page 2

For personal use only

complete a the Proxy Form in relation to all resolutions and return it as per the instructions in the Proxy Form .

1. If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions in the Notice of Meeting, please complete and return the attached Proxy Form.

To vote in person, please attend the Meeting at the time, date and place set out above.

Agenda

1 Resolutions

Resolution 4 - Approval of Changes of Option Terms

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

"That, for the purposes of Listing Rule 6.23.4, and for all other purposes, Shareholders approve changes to remove the vesting condition attaching to the Sixty Two Capital Options, on the terms and conditions set out in the Explanatory Statement."

Resolution 5- Ratification of prior issue of Corporate Advisory Options

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

'Subject to Shareholders approving Resolution 4, that pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,000,000 Options to Sixty Two Capital, on the terms and conditions in the Explanatory Memorandum.'

Voting exclusion

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

1. Resolution 4 by or on behalf of a person who holds an Option that is the subject of the approval or an associate of that person or those persons; and
2. Resolution 5 by or on behalf of Sixty Two Capital and any other person who participated in the issue of the Sixty Two Capital Options, or any person who is a counterparty to an agreement relating to the issue of Sixty Two Capital Options, or any of their respective associates.

The above voting exclusions does not apply to a vote cast in favour of the relevant Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

Page 3

For personal use only

1. the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
2. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
3. 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.

BY ORDER OF THE BOARD

Simon Robertson

Company Secretary

Emyria Limited

Dated: 17 March 2022

Page 4

For personal use only

Emyria Limited

ACN 625 085 734

(Company)

Explanatory Memorandum

Section 5 is inserted into the Explanatory Memorandum as follows:

5. Resolution 4 - Approval of Changes of Option Terms

5.1 General

On 30 December 2021, the Company announced the appointment of Sixty Two Capital Pty Ltd (Sixty Two Capital) as corporate advisor. Pursuant to the corporate advisor mandate (Mandate), Sixty Two Capital is engaged for a period of 12 months to provide a range of corporate advisory services to the Company in connection with its capital markets requirements, investor relations and the identification of additional, value creating strategic opportunities.

In consideration for the corporate advisory services, the Company:

1. will pay Sixty Two Capital a monthly retainer of $10,000 per month; and
2. has issued 6,000,000 Options to Sixty Two Capital exercisable at $0.55 each on or before 31 December 2023 (Corporate Advisory Options).

The Sixty Two Capital Options were issued in the three tranches set out in the table below, each subject to the specified vesting condition based on the volume weighted average market price of the Company's Shares calculated over any 10 consecutive trading day period (10-DayVWAP):

Table 1:

Tranche	Number of Options	Vesting condition
Tranche 1	1,000,000	10-Day VWAP of $0.60 or
		above.
Tranche 2	2,000,000	10-Day VWAP of $0.70 or
		above.
Tranche 3	3,000,000	10-Day VWAP of $0.90 or
		above.

On 31 December 2021, the Company granted the Sixty Two Capital Options using its placement capacity under Listing Rule 7.1.

Page 5