Imdex : Notice of Annual General Meeting/Proxy Form

6 September 2019

Company Announcements Office

ASX Limited Exchange Centre

20 Bridge Street

SYDNEY NSW 2001

Dear Sir / Madam,

Annual General Meeting 2019 - Notice of Meeting

Please find attached a copy of the Notice of Meeting and Proxy Form for the 2019 Annual General Meeting of Imdex Limited (ASX: IMD) to be held at 11.00 am (WST) on 17 October 2019.

Yours faithfully

Imdex Limited

Paul Evans

Company Secretary

CONFIDENTIAL - © Imdex Limited July 2018

Notice of 2019

Annual General Meeting

Imdex Limited

11.00 am (WST) on Thursday, 17 October 2019 216 Balcatta Rd, Balcatta, Western Australia

This is an important document and should be read in its entirety. Please read it carefully.

A Proxy Form is enclosed within this Notice of Annual General Meeting and Explanatory Statement.

If you are unable to attend the Annual General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor and/or other professional adviser without delay.

Notice of Annual General Meeting

Notice is given that an Annual General Meeting of Shareholders of Imdex Limited will be held at 216 Balcatta Rd, Balcatta, Western Australia, Australia on Thursday, 17 October 2019 commencing at 11.00am (Perth time).

ITEMS OF BUSINESS

1. Financial Statements

To receive and consider the Annual Financial Report, together with the Directors' and Auditor's reports for the year ended 30 June 2019.

2. Resolution 1 - Re-election of Mr Kevin Dundo

To consider and, if thought fit, pass with or without amendment, the following Resolution as an Ordinary Resolution:

"That, for all purposes, Mr Kevin Dundo, who retires from the office of Director at the end of the Meeting, and being eligible, offers himself for re-election, is re-elected as a Director".

3. Resolution 2 - Remuneration Report

To consider and, if thought fit, pass with or without amendment, the following Resolution as an Advisory Resolution:

"That, for all purposes, the Directors' and Executives' Remuneration Report, included within the Directors' Report, for the year ended 30 June 2019 be approved".

The vote on this Resolution 2 is advisory only and does not bind the Directors or the Company.

Voting restriction pursuant to Section 250R(4) of the Corporations Act

A vote on this Resolution 2 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 (KMP) details of whose remuneration are included in the Remuneration Report; and
2. a Closely Related Party of such a member.

However, the above persons may cast a vote on Resolution 2 if:

1. the person does so as a proxy; and
2. the vote is not cast on behalf of a member of the KMP details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and
3. either:
4. 1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
   2. the voter is the Chairman of the Meeting and the appointment of the Chairman as proxy:
   3. 1. does not specify the way the proxy is to vote on the Resolution; and
      2. expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company or, if the Company is part of a consolidated entity, for the entity.

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4. Resolution 3 - Issue of Performance Rights to Mr Bernie Ridgeway

To consider and, if thought fit, pass with or without amendment, the following Resolution as an Ordinary Resolution:

"That, for the purposes of Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to issue 381,760 Performance Rights under the ERP, each to acquire 1 ordinary fully paid share in the Company, to Mr Bernie Ridgeway, the Managing Director of the Company, on the terms set out in the accompanying Explanatory Statement".

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of:

1. any Director who is entitled to participate in the ERP; or
2. any associate of that person or persons.

However, the Company need not disregard a vote if:

1. 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
2. it is cast by the 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.

Voting Restriction pursuant to Section 250BD of the Corporations Act

As Resolution 3 is a resolution connected directly or indirectly with the remuneration of a member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote on Resolution 3 must not be cast by:

1. any member of the KMP for the Company (or, if the Company is a consolidated entity, for the entity); or
2. a Closely Related Party of such KMP,

who is appointed as a Shareholder's proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on the Resolution.

However, the Company need not disregard a vote on this Resolution 3 if it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, where the Shareholder does not specify in writing the way the proxy is to vote on the Resolution, on the condition that the appointment of proxy expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company, or if the Company is part of a consolidated entity, of the entity.

Voting Intention of Chair

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chairman and counted in favour of the Resolutions the subject of this Meeting, including Resolution 3, subject to compliance with the Corporations Act. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying proxy form.

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NOTES

1. Proxies

1.1 Please note that

1. a member of Imdex entitled to attend and vote at the Meeting is entitled to appoint a proxy;
2. a proxy need not be a member of the Imdex; and
3. a member of Imdex entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

2. Voting by Proxy

1. A Shareholder can direct its proxy to vote for, against or abstain from voting on each resolution by marking the appropriate box in the Voting Directions section of the proxy form. If a proxy holder votes, they must cast all votes as directed. Any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed.
2. If the Chairman is to act as your proxy in relation to the meeting (whether by appointment or by default) and you have not given directions on how to vote by marking the appropriate box in the Voting Directions section of the proxy form, the Chairman intends to vote all valid undirected proxies in respect of each of the Resolutions in favour of the relevant resolution.
3. If you are in any doubt as to how to vote, you should consult your professional adviser.

3. Proxy Instructions

3.1 The enclosed Proxy Form for the Meeting provides further details on appointing proxies and lodging the Proxy Form. Proxies must be returned by 11.00am (Perth time) on 15 October 2019.

4. Corporate Representatives

4.1 If a representative of a Shareholder corporation is to attend the Meeting, a "Corporate Representative Certificate" should be completed and produced prior to the meeting. Please contact the Company's Share Registry for a pro forma certificate if required.

5. Shareholders Eligible to Vote

1. Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) permits Imdex to specify a time, not more than 48 hours before the Meeting, at which a "snap shot" of Shareholders will be taken for the purposes of determining Shareholders' entitlements to vote at the Meeting.
2. The Directors have determined that all Shares of Imdex on the register as at 5.00pm (Perth time) on 15 October 2019 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.

By Order of the Board of Directors

Imdex Limited

Paul Evans Company Secretary

Dated: 6 September 2019

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