Engenco : Notice of Annual General Meeting/Proxy Form

NOTICE OF

ANNUAL

GENERAL MEETING 2020

Notice is given that the Annual General Meeting of the Shareholders of Engenco Limited will be held on Wednesday, 18 November 2020 at 10.00 am (Melbourne time).

In accordance with the government's guidance and restrictions on travel and public gatherings, the meeting will be held as a virtual meeting by electronic means.

Registration will commence at 9.30am (Melbourne Time)

ENGENCO LIMITED

ABN 99 120 432 144

Level 22

535 Bourke Street

Melbourne, Victoria 3000

1. [phone]

1. [phone]

NOTICE OF ANNUAL GENERAL MEETING 2020

16 October 2020

Dear Shareholder,

The Annual General Meeting of Engenco Limited (ASX:EGN) will be held on Wednesday, 18 November 2020 at 10.00 am (Melbourne time). In accordance with the government's guidance and restrictions on travel and public gatherings, the Meeting will be held as a virtual meeting by electronic means. Shareholders may be present online and vote through the online platform provided by the Company's share registry at https://investor.automic.com.au/#/homeon their smartphone, tablet or computer. Further information regarding online attendance at the Meeting (including how to register and vote, as well as how to lodge an online Proxy) is set out in the Company's Online Meeting Guide, which is attached to this Notice of Meeting. Pre-registration is open from the date of the Notice of Meeting.

PROXY FORMS

If you are not attending the Annual General Meeting you can lodge a completed Proxy Form online through the online platform provided by the Company's share registry at https://investor.automic.com.au/#/homeon your smartphone, tablet or computer. Further information regarding online proxy lodgement is set out in the Company's Online Meeting Guide, which is attached to this Notice of Meeting.

Please read this Notice of Meeting carefully and consider directing your proxy on how to vote on each resolution by marking the appropriate box on the Proxy Form. Shareholders who intend to appoint the Chairman as proxy (including appointment by default) should have regard to the 'Proxies and Voting' instructions enclosed.

Please be aware that online Proxy Forms need to be received by the Share Registry no later than 10.00am (Melbourne time) on Monday 16th November 2020. Further details on completion can be found in the Company's Online Meeting Guide which is attached to this Notice of Meeting.

ANNUAL FINANCIAL REPORT

Engenco Limited has adopted regulations that enable the Company to no longer distribute a hard copy Annual Financial Report, unless a Shareholder has elected to receive a hard copy.

In accordance with the Corporations Act, the Company advises that a copy of the Annual Financial Report for the year ended 30 June 2020 is available on the Company's website www.engenco.com.auby following the links to Investor Centre > Annual Reports.

VOTING ENTITLEMENTS

For the purpose of section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that all securities of the Company that are quoted securities at 10.00am on Monday 16th November 2020 (Melbourne time) will be taken, for the purpose of the Meeting, to be held by the persons who held them at that time. Only those persons will be entitled to attend and vote at the Meeting. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

By order of the Board

Paul Burrows

Company Secretary

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NOTICE OF ANNUAL GENERAL MEETING 2020

AGENDA

1. ANNUAL FINANCIAL REPORT

To receive and consider the Annual Financial Report of the Company, comprising the Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2020.

Note: This item of business does not require shareholders to vote on a resolution or adopt the received reports.

2. ADOPTION OF THE REMUNERATION REPORT (NON-BINDING RESOLUTION)

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

"That, for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report (contained in the Directors' Report) for the year ended 30 June 2020 is adopted."

Note: Pursuant to section 250R(3) of the Corporations Act the vote on this resolution is advisory only and does not bind the Directors or the Company.

Note: Please refer to the Voting Exclusion Statement on page 4 of this Notice.

3. RE-ELECTION OF DIRECTOR (ORDINARY RESOLUTION)

To consider and, if thought fit, to pass the following as an Ordinary Resolution:

"That Dale Elphinstone, being a Director of the Company who retires by rotation in accordance with the Company's Constitution and being eligible for re- election, be re-elected as a Director of the Company."

4. RE-ELECTION OF DIRECTOR (ORDINARY RESOLUTION)

To consider and, if thought fit, to pass the following as an Ordinary Resolution:

"That Scott Cameron, who was appointed as a Director of the Company on 1 September 2020,

retires in accordance with Clause 11.12 of the Company's Constitution and being eligible for re- election, be re-elected as a Director of the Company."

5. RATIFICATION OF PRIOR ISSUE OF SHARES (ORDINARY RESOLUTION)

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 108,075 Shares issued on 18 September 2020 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."

Note: Please refer to the Voting Exclusion Statement on page 6 of this Notice.

6. ADOPTION OF THE SHARE PLAN (ORDINARY RESOLUTION)

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

"That, for the purposes of ASX Listing Rule 7.2 (exception 13(b)), and for all other purposes, the Shareholders of the Company approve the adoption of the Share Plan, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."

Note: Please refer to the Voting Exclusion and the Voting Prohibition Statement on page 7 of this Notice.

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NOTICE OF ANNUAL GENERAL MEETING 2020

EXPLANATORY STATEMENT

ORDINARY BUSINESS

1. 2020 ANNUAL FINANCIAL REPORT

The 2020 Annual Financial Report, comprising the Financial Report, Directors' Report and Auditor's Report for the year ended 30 June 2020 will be laid before the Meeting. Shareholders will have the opportunity to ask questions about or make comments on the 2020 Annual Financial Report and the management of the Company.

This statement does not require voting by Shareholders. No resolution is required to be moved in respect of this item.

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