Matrix Composites & Engineering : Notice of Annual General Meeting (4)

MATRIX COMPOSITES & ENGINEERING LTD ACN 009 435 250

2020 NOTICE OF ANNUAL GENERAL MEETING

TIME:

10.00am (WST)

DATE: Wednesday, 18 November 2020

PLACE: Garden Island Room, AMC Jakovich Centre

4 McGrath Road, Henderson, Western Australia

This 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 professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Company Secretary on ([phone].

017-8426-2954/2/AUSTRALIA

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement	6
Glossary	12
Proxy Form
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE

The Annual General Meeting of the Shareholders to which this Notice of Annual General Meeting relates will be held at 10.00 am (WST) on Wednesday, 18 November 2020 at the Garden Island Room, AMC Jakovich Centre, 4 McGrath Road, Henderson, Western Australia.

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

CORPORATE REPRESENTATIVES

A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the Annual General Meeting. The appointment of the representative must comply with the requirements in section 250D of the Corporations Act. The representative should bring to the Annual General Meeting evidence of his or her appointment as the body corporate's representative, including any authority under which the appointment is signed. Unless the appointment states otherwise, the representative may exercise on the body corporate's behalf all of the powers that the appointing body could exercise at a meeting or in voting on a resolution. Shareholders can download and fill out the 'Appointment of Corporate Representation' form from the website of the share registry of the Company - www.linkmarketservices.com.au(under 'Resources' then 'Forms').

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form and return by:

1. post to the Company's share registry, Link Market Services Limited at Locked Bag A14, Sydney South NSW 1235 or deliver to Link Market Services Limited at 1A Homebush Bay Drive, Rhodes NSW 2138; or
2. facsimile to the Company's share registry, Link Market Services Limited on facsimile number ([phone]; or
3. online by visitingwww.investorcentre.linkmarketservices.com.au. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website,

so that it is received not later than 10.00am (WST) on Monday, 16 November 2020. Proxy forms received later than this time will be invalid.

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ANNUAL GENERAL MEETING WEBCAST

Matrix will be providing a webcast of the AGM. Shareholders participating at the AGM via the webcast can view proceedings live and submit questions to the Chair of the Meeting. Voting at the meeting is only in-person at the venue or via proxy as detailed above.

Shareholders can register for the webcast at: https://attendee.gotowebinar.com/register/6949952936266133773

After registering, you will receive a confirmation email containing information about joining the webcast.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2020 Annual General Meeting of Shareholders of Matrix Composites & Engineering Ltd will be held at 10.00 am (WST) on Wednesday, 18 November 2020 at the Garden Island Room, AMC Jakovich Centre, 4 McGrath Road, Henderson, Western Australia.

Matrix will be providing a webcast of the AGM. Shareholders participating at the AGM via the webcast can view proceedings live and submit questions to the Chair of the Meeting. Voting at the meeting is only in-person at the venue or via proxy as detailed above.

The Explanatory Statement to this Notice of Annual General Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Annual General Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 4.00pm (WST) on Monday, 16 November 2020.

Terms and abbreviations used in this Notice of Annual General Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. ORDINARY BUSINESS
2. ANNUAL FINANCIAL REPORT
   To receive and consider the Financial Report of the Company for the year ended 30 June 2020, consisting of the Income Statements, Statement of Financial Position, Statements of Changes in Equity, Statements of Cash Flows, together with the Directors' Report, the Directors' Declaration and the Independent Auditor's Report.
3. RESOLUTION 1 - RE-ELECTION OF MR STEVEN COLE AS A DIRECTOR
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

"That, Mr Steven Cole, being a Director of the Company, retiring by rotation in accordance with article 19.3 of the Company's Constitution, and being eligible, is reelected as a Director of the Company."

4. RESOLUTION 2 - MATRIX EQUITY INCENTIVE PLAN REFRESH

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

"That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, shareholders approve the Matrix Equity Incentive Plan and the grant of Options and/or Performance Rights and the issue of Shares under such Equity Incentive Plan, a summary of which is set out in the Explanatory Statement which forms part of this Notice of Meeting."

Voting exclusion:

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of any

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