Notice of Annual General Meeting and Proxy Form

	S e c o n d F l o o r , 9 H a v e l o c k S t r e e t
	W e s t P e r t h W A 6 0 0 5
	P o s t a l A d d r e s s :
	P O B o x 6 8 9 , W e s t P e r t h W A 6 8 7 2
ABN 60 060 628 524	T e l e p h o n e : ( 6 1 8 ) 9 4 8 1 8 4 4 4
	E m a i l : i n f o @ h a m p t o n h i l l . c o m . a u
	W e b : w w w . h a m p t o n h i l l . c o m . a u

27 October 2021

Company Announcements Office

ASX Limited

Level 4, 20 Bridge Street

SYDNEY NSW 2000

Notice of Annual General Meeting

Attached is the notice of the Hampton Hill Mining NL Annual General Meeting to be held on 30 November 2021.

By authority of the board.

Peter Ruttledge

Company Secretary

HAMPTON HILL MINING NL

ACN 060 628 524

NOTICE OF ANNUAL GENERAL MEETING

TIME:	2.00pm (WST)
DATE:	Tuesday 30 November 2021
PLACE:	Second Floor,
	9 Havelock Street, West Perth,
	Western Australia 6005

This Notice of Annual General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on ([phone].

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Glossary	6
Proxy Form	Enclosed

IMPORTANT INFORMATION

COVID 19

The Company is following the health advice of the Australian and West Australian Governments. Shareholders are encouraged to monitor the Company's ASX announcements and website for any updates in relation to arrangements for the Meeting.

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

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 5.00pm (WST) on 28 November 2021.

VOTING IN PERSON

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

VOTING BY PROXY

If you do not wish, or are unable, to attend the Meeting, you may appoint a proxy to attend and vote on your behalf. A body corporate may also appoint a proxy. A proxy need not be a Shareholder.

To vote by proxy, please complete and sign the enclosed Proxy Form and return (with any power of attorney or other authority pursuant to which the proxy has been signed) by any of the following means:

•	Hand delivery:	Registered Office of Hampton Hill Mining NL
		Level 2, 9 Havelock Street, West Perth, WA 6005
•	By mail:	Hampton Hill Mining NL
		PO Box 689, West Perth, WA 6872
•	By fax:	[phone]
•	By email:	[e-mail]

Proxy Forms must be received by no later than 48 hours before the Meeting, being 2.00pm (WST) on 28 November 2021.

You are entitled to appoint up to 2 proxies to attend the meeting (virtually) and vote on your behalf and may specify the proportion or number of votes that each proxy is entitled to exercise. If you do not specify the proportion or number of votes that each proxy is entitled to exercise, each proxy may exercise half of the votes. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the Company's share registry or you may copy the enclosed proxy form. To appoint a second proxy, you must follow the instructions on the proxy form.

VOTING BY POLL

All resolutions at the Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.

Shareholders who wish to vote by appointing a proxy are strongly urged to appoint the Chair of the Meeting as their proxy. Shareholders can complete the proxy form to provide specific instructions on how a Shareholder's vote is to be exercised on each item of business, and the Chair of the Meeting must follow your instructions. Lodgement instructions are set out in the Proxy Form attached to the Notice of Meeting.

VOTING EXCLUSIONS

In accordance with the Corporations Act and the ASX Listing Rules, the Company will disregard any votes cast on certain resolutions by certain persons who are prohibited from voting on those resolutions. Details of any voting exclusions applicable to a specific resolution are set out in this Notice.

CORPORATE REPRESENTATIVES

Shareholders who are a body corporate may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate's representative. The authority must be sent to the Company and/or registry in advance of the Meeting.

An appointment of corporate representative form is available from the website of the Company's share registry (www.automicgroup.com.au).

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Hampton Hill Mining NL will be held at Second Floor, 9 Havelock Street, West Perth, Western Australia on Tuesday 30 November 2021 at 2.00pm (WST).

The Explanatory Statement and Proxy Form, which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the Directors' Declaration, the Directors' Report, the Remuneration Report and the Auditor's Report.

1. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-bindingresolution:

"That for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2021."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. 1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this resolution; or
   2. the voter is the Chair and the appointment of the Chair as a proxy does not specify the way the proxy is to vote on this resolution and expressly authorises the Chair to exercise the proxy even if this resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
2. RESOLUTION 2 - RE-ELECTION OF A DIRECTOR - MR WILSON FORTE
   To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That, for the purposes of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Wilson Forte, a Director, retires by rotation, and being eligible, is re-elected as a Director."
3. RESOLUTION 3 - ELECTION OF A DIRECTOR - MR WILL ROBINSON
   To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
   "That, for the purposes of Clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Will Robinson, a Director, retires in accordance with the Constitution and, being eligible, is elected as a director."

DATED: 20 OCTOBER 2021

BY ORDER OF THE BOARD

PETER RUTTLEDGE

COMPANY SECRETARY

HAMPTON HILL MINING NL

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Second Floor, 9 Havelock Street, West Perth, Western Australia on Tuesday 30 November 2021 commencing at 2.00pm (WST).

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. It should be read in conjunction with the Notice of Meeting.

For those Shareholders who have not elected to receive a hard copy of the Annual Report, it can be accessed on the Company's website at www.hamptonhill.com.au.

FINANCIAL STATEMENTS AND REPORTS

The annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors' report, the remuneration report and the auditor's report are presented for consideration at the Meeting.

The Chairman will allow a reasonable time for shareholders to ask questions about or make comments on the management of the Company. Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit, and the preparation and content of the auditor's report, the accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit. There is no requirement for shareholders to approve these reports.

1. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
2. General
   The remuneration report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors' report contained in the annual financial report of the
   Company for the financial year ending 30 June 2021. A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.
   The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.
3. Voting consequences
   Under the Corporations Act if, at two consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report, then a further resolution (Spill Resolution) may be required to be considered at the second annual general meeting as to whether a further meeting be convened to put certain Directors to re-election. The Directors to be put to re-election are those Directors, other than the Managing Director, who were Directors when the resolution to make the directors report was passed.
4. Previous voting results
   At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, a Spill Resolution will not be relevant for this Annual General Meeting.

1. RESOLUTION 2 - RE-ELECTION OF A DIRECTOR - WILSON FORTE
2. General
   Clause 14.2 of the Constitution requires that, at the Company's annual general meeting in every year, one-third of the Directors for the time being shall retire from office, provided always that no Director except the Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his appointment, whichever is the longer, without submitting for re-election.
   A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election. Accordingly, Mr Wilson Forte, who was last re-appointed by Shareholders at the 2018 Annual General Meeting on 26 November 2018, retires in accordance with the Constitution and, being eligible for re-election, offers himself for re-election at the Annual General Meeting.

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