Metal Bank : Notice of Annual General Meeting and Proxy

Metal Bank Limited (ACN 127 297 170)

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Statement and Proxy Form

Time: 9am

Date: 25 November 2019

Place: Boardroom of RSM Bird Cameron Partners at Level 13, 60 Castlereagh Street, Sydney NSW 2000

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Metal Bank Limited

ACN 127 297 170

Registered Office: Level 5, 50 Clarence St, Sydney NSW 2000

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Metal Bank Limited ACN 127 297 170 (Metal Bank or Company) will be held at 9am (AEDT) on Monday, 25 November 2019 at the Boardroom of RSM Bird Cameron Partners at Level 13, 60 Castlereagh Street, Sydney NSW 2000.

BUSINESS OF THE MEETING

1. Financial Statements and Reports

To receive and consider the financial report of the Company together with the related reports of the Directors (including the Remuneration Report) and the auditor's report for the year ended 30 June 2019.

Note: Except for as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly no resolution will be put to shareholders on this item of business.

2. Resolution 1: Adoption of Remuneration Report

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

"That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report."

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 1 by a member of the Key Management Personnel (KMP) details of whose remuneration are included in the Remuneration Report, or a closely related party of such member, unless the vote is cast as proxy on behalf of a person who is entitled to vote on this resolution, and that vote has been cast:

• in accordance with the directions on the proxy appointment form; or
• by the person chairing the meeting, in accordance with a direction on the proxy form to vote as the proxy decides, even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP.

3. Resolution 2: Re-election of Director - Inés Scotland

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

"That, for the purpose of clause 11.1(c) of the Constitution and for all other purposes, Ms Scotland, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. Resolution 3 - Approval of 10% Placement Capacity

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

"That for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to 10% of the Company's issued share capital (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 on the terms and conditions set out in the Explanatory Statement".

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 3 by the following persons and any of their respective Associates:

• any person who is expected to participate in the proposed issue; and

1

• any person who might obtain a material benefit (except a benefit solely by reason of being a holder of

ordinary shares) if the Resolution is passed, provided that the Company will not disregard a vote if:

• it is cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy appointment form; or
• 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, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

Majority Required:

Resolutions 1and 2 are ordinary resolutions and will be passed if more than 50% of the votes cast by Shareholders entitled to vote on the Resolutions are cast in favour of the Resolutions.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Dated 24 October 2019

BY ORDER OF THE BOARD

Sue-Ann Higgins

Company Secretary

2

Notes

1. Record Date: The Directors of the Company 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 9am (AEDT) on Saturday, 23 November 2019.
2. Voting and Proxies
3. 1. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.
   2. A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder by completing, signing and returning the enclosed Proxy Form by the time and in accordance with the instructions set out in the Proxy Form.
   3. A proxy must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation's constitution and Corporations Act
   4. Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
   5. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholders votes each proxy may exercise half of the votes. Any fractions of votes brought about by the apportionment of a proxy will be disregarded.
   6. A proxy need not be a Shareholder.
   7. Any instrument of proxy deposited or received at the registered office of the Company in which the name of the appointee is not filled in, will be deemed to be given in favour of the chairman of the Meeting.
   8. If voting boxes are not completed in the instrument of proxy, they proxy may vote as they choose on that item.
   9. If the Chairman of the meeting is appointed proxy (or he becomes proxy by default), and the boxes 'for', 'against' or 'abstain' opposite the items for resolutions are not completed, this will be deemed an express authorisation for the Chairman to exercise the proxy as the Chairman sees fit, including in relation to item 1 (Adoption of the Remuneration Report) or any other item connected directly or indirectly with the remuneration of a member of the Key Management Personnel, even though the Chairman is, and those items are, connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Metal Bank Group. The Chairman intends to vote all undirected and available proxies in favour of each item of business, subject to any voting exclusions that apply to the proxy (as described below). Shareholders will be informed of the proxy position at the meeting.
   10. To be effective, Proxy Forms must be received by the Company (by mail, facsimile or email as detailed on the Proxy Form) no later than 9am (AEDT) on Saturday, 23 November 2019.
4. Corporate Representative: Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority must be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.
5. Questions: At the meeting, the Chairman will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the management of the Company and on the Remuneration Report. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company's auditor, RSM Bird Cameron Partners, questions about the content of its report, and the conduct of its audit of the Company, for the year.

3

EXPLANATORY STATEMENT

Introduction

This Explanatory Statement has been prepared 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 Annual General Meeting.

1. Financial Statements and Reports

The business of the meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2019, together with the declaration of the directors, the directors' report, the Remuneration Report and the auditor's report.

The Company will not provide a hard copy of the annual financial report to Shareholders unless specifically requested to do so. An electronic copy of the annual financial report is available on the Company's website: www.metalbank.com.au

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports. The Company's auditor, RSM Bird Cameron Partners, will be present at the Meeting and Shareholders will have an opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor's report, the Company's accounting policies and the independence of the auditor.

2. Resolution 1 - Adoption of Remuneration Report (non-binding vote)

2.1 Background

Section 250R(3) of the Corporations Act 2001 requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors' Report in the Company's 2019 Annual Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company.

In accordance with Section 250SA of the Corporations Act 2001, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.

Under the Corporations Act 2001 if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at each of two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.

At the Company's last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty five (25%) per cent of the total votes cast, and accordingly, a spill resolution will not be required to be put at this Meeting.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

4