EnviroMission : Notice of Annual General Meeting/Proxy Form

EnviroMission Limited ACN 094 963 238

NOTICE OF ANNUAL GENERAL MEETING

INCORPORATING EXPLANATORY MEMORANDUM AND PROXY FORM

Date of Meeting:	31 January 2019
Time of Meeting:	10.30 am
Place of Meeting:	Tonic House, 386 Flinders Lane, Melbourne

Notice is hereby given that an Annual General Meeting (Meeting) of EnviroMission Limited's (Company) shareholders (Shareholders) will be held at Tonic House, 386 Flinders Lane, Melbourne on 31 January 2019 at 10.30 am for the purpose of transacting the business set out below.

The explanatory memorandum (Explanatory Memorandum) that accompanies and forms part of this Notice of Meeting (Notice), describes in more detail the matters to be considered.

In accordance with section 249HA of the Corporations Act 2001 (Cth) (Corporations Act) for each of the Items numbered 1 to 4 set out below to be effective, each resolution must be passed at a meeting of Shareholders of which not less than 28 days written notice specifying the intention to propose the resolutions has been given. Please note the relevant voting exclusion statements set out below.

For the purposes of determining voting entitlements at the Meeting, Ordinary Shares in the Company ("Shares") will be taken to be held by Shareholders as at 5.00 pm on 30 January 2019 ("Effective Time"). Accordingly, transactions registered after the Effective Time will be disregarded in determining entitlements to attend and vote at the Meeting.

This Is An Important Document

This Notice of Meeting and Explanatory Memorandum and any annexures enclosed (Documents) are important documents and should be read carefully. The Documents, both individually or collectively, do not constitute financial product advice and have been prepared without reference to the investment objectives, financial situation, taxation position or particular needs of any existing or prospective shareholder(s) of EnviroMission Limited ACN 094 963 238 Albert Rd South Melbourne (Shareholders). Shareholders should not construe the Documents as investment, tax or legal advice. Shareholders should seek expert professional advice from their investment, tax, legal and/or other advisers in respect to the Documents before the date of the Meeting.

Following the Chairman's address, the agenda for the Meeting will be as follows:

Ordinary Business.

Item 1 - Financial Statements and Reports

To receive and consider the accounts of the Company, the annual Financial Report, Directors' Report and Auditor's Report prepared in accordance with the requirements of the Corporations Act 2001 (Cth) for the financial year of the Company ending on 30 June 2018.

Item 2 - Re-election of Director

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

"That Mr Andrew Draffin who retires in accordance with Article 6.3(c) of the Constitution of the Company and, being eligible, offers himself for re-election, be re-elected as a Director"

Item 3 - Ratification of appointment for new Director.

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

"That for the purposes of ASX Listing Rule, 14.4 & clause 6.2 of the Company's constitution, and for all other purposes Mr Pierre Koshakji was appointed as a Director of the company on the 5th December 2018, retires and now becomes eligible for re-election as a Director".

Item 4 - (non-binding) 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, the Remuneration Report (being pages 4 to 6 of the Company's Annual Report) for the financial year ended 30 June 2018 be adopted."

The vote on this resolution is advisory only and does not bind the directors or the Company.

Voting Exclusion Statement

In accordance with the Corporations Act 2001 (Cth) the Company will disregard any votes cast in relation to this resolution (in any capacity) by or on behalf of the Key Management Personnel, which includes the Directors and the five highest paid executives in the consolidated group whose remuneration is included in the Remuneration Report (Excluded Persons) and closely related parties of an Excluded Person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

For full details in relation to the votes which are to be disregarded for this resolution, see the Explanatory Memorandum relating to Item 3.

Special Business

Item 5 - Approval of Additional Placement Capacity

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

"That, for the purposes of the ASX Listing Rules, including ASX Listing Rule 7.1A, and for all other purposes, the issue of equity securities up to an additional 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (Additional Placement Capacity) and on the terms and conditions set out in the Explanatory Memorandum (accompanying and forming part of this Notice of Meeting) be approved."

Voting Exclusion Statement for Item 5

In accordance with ASX Listing Rules 7.3A.7, 14.11 and 14.11.1, the Company will disregard any votes cast in favour of the resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity or an associate of that person.

However, the Company need not disregard a vote if:

• • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• • it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 6 - Ratification of Issue of Shares and Granting of Options to Cornhill Holdings Pty Ltd (Less than 15% of Capital)

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

"That for the purposes of compliance with ASX Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the:

• • issue and allotment of 30,000 Shares to Cornhill Holdings Pty Ltd at an issue price of A$0.10 (10 cents) per Share; and

• • granting of 15,000 Unlisted Options to Cornhill Holdings Pty Ltd on a one for one basis, with an exercise price of A$0.15 (15 cents) for each Option."

Voting Exclusion Statement for Item 6.

In accordance with ASX Listing Rules 7.5.6, 14.11 and 14.11.1, the Company will disregard any votes cast in favour of the resolution by or on behalf of Cornhill Holdings Pty Ltd or an associate of Cornhill Holdings Pty Ltd.

However, the entity need not disregard a vote if:

• • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• • it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 7 - Ratification of Issue of Shares and Granting of Options to R & S Murphy Superannuation Fund. (Less than 15% of Capital)

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

"That for the purposes of compliance with ASX Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the:

• • issue and allotment of 200,000 Shares to R & S Murphy Superannuation Fund. at an issue price of A$0.10 (10 cents) per Share; and

• • granting of 100,000 Unlisted Options to R & S Superannuation Fund on a one for one basis, with an exercise price of A$0.15 (15 cents) for each Option."

Voting Exclusion Statement for Item 7.

In accordance with ASX Listing Rules 7.5.6, 14.11 and 14.11.1, the Company will disregard any votes cast in favour of the resolution by or on behalf of R & S Murphy Superannuation Fund or an associate of R & S Murphy Superannuation Fund.

However, the entity need not disregard a vote if:

• • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• • it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 8 - Ratification of Issue of Shares and Granting of Options to Richard Murphy (Less than 15% of Capital).

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

"That for the purposes of compliance with ASX Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the:

• • issue and allotment of 50,000 Shares to Richard Murphy. at an issue price of A$0.10 (10 cents) per Share; and

• • granting of 25,000 Unlisted Options to Richard Murphy on a one for one basis, with an exercise price of A$0.15 (15 cents) for each Option."

Voting Exclusion Statement for Item 8.

In accordance with ASX Listing Rules 7.5.6, 14.11 and 14.11.1, the Company will disregard any votes cast in favour of the resolution by or on behalf of Richard Murphy or an associate of Richard Murphy.

However, the entity need not disregard a vote if:

• • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• • it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 9 - Ratification of Issue of Shares and Granting of Options to Richard Emery Morrell Williams (Less than 15% of Capital).

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

"That for the purposes of compliance with ASX Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the:

• • issue and allotment of 70,000 Shares to Richard Emery Morrell Williams at an issue price of A$0.10 (10 cents) per Share; and

• • granting of 35,000 Unlisted Options to Richard Emery Morrell Williams on a one for one basis, with an exercise price of A$0.15 (15 cents) for each Option."

Voting Exclusion Statement for Item 9.

In accordance with ASX Listing Rules 7.5.6, 14.11 and 14.11.1, the Company will disregard any votes cast in favour of the resolution by or on behalf of Richard Emery Morrell Williams or an associate of Richard Emery Morrell Williams.

However, the entity need not disregard a vote if:

• • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• • it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 10 - Ratification of Issue of Shares and Granting of Options to CARMES HOLDING PTY LTD (Less than 15% of Capital).

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

"That for the purposes of compliance with ASX Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the:

• • issue and allotment of 50,000 Shares to CARMES HOLDING PTY LTD at an issue price of A$0.10 (10 cents) per Share; and

• • granting of 25,000 Unlisted Options to CARMES HOLDING PTY LTD on a one for one basis, with an exercise price of A$0.15 (15 cents) for each Option."

Voting Exclusion Statement for Item 10.

In accordance with ASX Listing Rules 7.5.6, 14.11 and 14.11.1, the Company will disregard any votes cast in favour of the resolution by or on behalf of Carmes Holding Pty Ltd or an associate of Carmes Holding Pty Ltd.

However, the entity need not disregard a vote if:

• • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• • it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 11 - Ratification of Issue of Shares and Granting of Options to Eric Jones Stairbuilding Group Pty Ltd (Less than 15% of Capital).

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

"That for the purposes of compliance with ASX Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the: