Imdex : Notice of Annual General Meeting/Proxy Form

11 September 2020

Company Announcements Office

ASX Limited

Exchange Centre

20 Bridge Street

SYDNEY NSW 2001

Dear Sir/Madam

Annual General Meeting 2020 - Notice of Meeting

Imdex Limited (ASX:IMD) will be holding its 2020 Annual General Meeting at 11.00 am (WST) on 15 October 2020 (Meeting).

Attached are copies of the following documents in relation to the Meeting:

• Letter to Shareholders regarding the Notice of Annual General Meeting 2020;
• Notice of Annual General Meeting 2020; and
• Proxy Form.

Yours faithfully

Imdex Limited

Paul Evans

Company Secretary

This announcement has been approved for lodgement by the Company Secretary.

ABOUT IMDEX

IMDEX is a leading Mining-Tech company, which enables successful and cost-effective operations from exploration to production. The Company develops cloud-connected sensors and drilling optimisation products to improve the process of identifying and extracting mineral resources for drilling contractors and resource

companies globally. www.imdexlimited.com

FURTHER INFORMATION

Contact:

Paul Evans - Company Secretary

Email:[e-mail]

CONFIDENTIAL - © Imdex Limited September 2020

*M00000112Q02*

Samples/000001/000002/i12

Notice of Annual General Meeting

Imdex Limited

11.00am (AWST) on Thursday, 15 October 2020 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, 15 October 2020 commencing at 11.00am (AWST).

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 2020.

2. Resolution 1 - Re-election of Mr Ivan Gustavino

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 Rules 14.4 and 14.5 and for all other purposes, Mr Ivan Gustavino, who retires from the office of Director at the end of the Meeting, and being eligible, offers himself for re-election, is reelected as a Director".

3. Resolution 2 - Re-election of Ms Sally-Anne Layman

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 Rules 14.4 and 14.5 and for all other purposes, Ms Sally-Anne Layman, who retires from the office of Director at the end of the Meeting, and being eligible, offers herself for re-election, is reelected as a Director".

4. Resolution 3 - Remuneration Report

To consider and, if thought fit, to 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 2020 be approved".

The vote on this Resolution 3 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 3 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 3 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.