European Metals : Notice of Annual General Meeting/Proxy Form

	EUROPEAN METALS HOLDINGS LIMITED
	ARBN 154 618 989
	NOTICE OF ANNUAL GENERAL MEETING
DATE:	25 November 2022
TIME:	4.00 pm AWST (8:00 am GMT)
PLACE:	The Celtic Club
	48 Ord Street
	WEST PERTH WA 6005

The 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 Secretary by telephone on

[phone]

Shareholders are urged to attend or vote by lodging the Proxy Form or Voting Instruction Form attached to the Notice

EUROPEAN METALS HOLDINGS LIMITED

Notice of Annual General Meeting - 25 November 2022

EUROPEAN METALS HOLDINGS LIMITED

ARBN 154 618 989

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting of Shareholders of European Metals Holdings Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Friday, 25 November 2022 at 4:00 pm (AWST) (8:00 am GMT) (Meeting).

Shareholders will be able to participate in person at the Meeting. For more information on Shareholder questions and how to vote, refer to the Notes section in the Notice. Should you have any further questions in relation to this Notice of Meeting, please email [e-mail].

As a result of the uncertainty and potential health risks created by the COVID-19 pandemic, it may become necessary or appropriate to make alternative arrangements for the holding or conducting the Meeting (for example in the case of a lockdown, where the meeting format could be changed to being wholly-virtual) and if so required, the Company will make further information available through the ASX website at https://www.asx.com.au/asx/statistics/announcements.do (ASX code: EMH) and on its website at www.europeanmet.com/announcements/.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum, the Proxy Form, and the Voting Instruction Form are part of the Notice.

Terms and abbreviations used in the Notice are defined in Schedule 1.

AGENDA

1. Resolution 1 - Re-election of Director - Mr Richard Pavlik

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

"That, for the purposes of Listing Rule 14.4 and Article 8.5 of the Company's Articles of Association and for all other purposes, Mr Richard Pavlik retires, and being eligible, is re-elected as a Director on the terms and conditions set out in the Explanatory Memorandum."

2. Resolution 2 - Ratification of Prior Issue of Placement CDIs

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,285,000 CDIs to sophisticated investors on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons.

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EUROPEAN METALS HOLDINGS LIMITED

Notice of Annual General Meeting - 25 November 2022

3. Resolution 3 - Ratification of Prior Issue of Options to Luthardt Investment GmbH

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,000,000 Options to Luthardt Investment GmbH on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Luthardt Investment GmbH or any associates of those persons.

4. Resolution 4 - Approval of 10% Placement Facility

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

"That, in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of any person who is expected to participate in the 10% Placement Facility; or a person who will obtain

a material benefit due to the proposed issue (except a benefit solely in the capacity of a holder of ordinary securities) if Resolution 4 is passed; or an Associate of that person or those persons.

5. Resolution 5(a) - Approval of the amendment of the Memorandum and Articles of Association

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

"That, in accordance with the Memorandum and Articles of Association of the Company and for all other purposes, subject to the registration with the BVI Registrar of Corporate Affairs, approval is given for the company to amend and restate the Memorandum and Articles of Association in the form as signed by the Chairman of the Meeting for identification purposes, in lieu of the existing Memorandum and Articles of Association of the Company."

6. Resolution 5(b) - Authorisation of the Company's registered agent to file the amended and restated Memorandum and Articles of Association

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

"That, the Company's registered agent, Rawlinson & Hunter Limited, be and is hereby authorised and instructed to file the amended and restated Memorandum and Articles of Association with the Registrar of Corporate Affairs in the British Virgin Islands."

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EUROPEAN METALS HOLDINGS LIMITED

Notice of Annual General Meeting - 25 November 2022

Dated: 9 November 2022

By Order of the Board

David Koch

COMPANY SECRETARY

Voting exclusions:

Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of a resolution by:

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

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EUROPEAN METALS HOLDINGS LIMITED

Notice of Annual General Meeting - 25 November 2022

EUROPEAN METALS HOLDINGS LIMITED

ARBN 154 618 989

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Friday, 25 November 2022 at 4.00 pm (AWST) (8.00 am GMT).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

	Section 2	Action to be taken by Shareholders
	Section 3	Resolution 1 - Re-election of Director
	Section 4	Resolution 2	- Ratification of prior issue of Placement CDIs
	Section 5	Resolution 3	- Ratification of prior issue of Options to Luthardt
		Investment GmbH
	Section 6	Resolution 4	- Approval of 10% Placement Facility
	Section 7	Resolutions 5(a) and 5(b) - Approval of the amendment of the
		Memorandum and Articles of Association
	Schedule 1	Definitions
	Schedule 2	Terms and Conditions of Luthardt Investment GmbH Options

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Shareholder attendance, Voting and Proxy Appointment

The Directors have determined pursuant to Article 7.5 of the Articles of Association that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 23 November 2022 at 2:00 am (AWST) (6.00 pm GMT on 22 November 2022).

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