Metal Bank : Notice of Annual General Meeting and Proxy Form

Metal Bank Limited

(ACN 127 297 170)

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Statement and Proxy Form

Time: 5pm

Date: Thursday, 26 November 2020

To be held as a virtual meeting

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 hereby given that the Annual General Meeting (Meeting) of the Shareholders of Metal Bank Limited ACN 127 297 170 (Company) will be held on Thursday, 26 November 2020, commencing at 5.00pm (AEDT) as a virtual meeting.

Due to the continuing developments in relation to the COVID-19 situation, related restrictions on public gatherings and public health concerns the Meeting will be held as a virtual meeting. Recent temporary changes to the Corporations Act provide for the holding of a virtual meeting provided it gives all Shareholders a reasonable opportunity to participate without being physically present in the same place.

Shareholders and proxy holders wishing to join the Meeting [e-mail] utilizing the email subject "GM Registration". then be provided via return email on 25 November 2020.

must register by sending an email to Information on how to join the meeting will

Shareholders are invited to lodge questions in advance of the Meeting by sending an email containing their question(s) to [e-mail] to ensure they are received by no later than 5.00pm, 25 November 2020. Please use the email subject "GM Question". As many of the emailed questions as possible that relate to the subject matter of the Resolutions will be addressed during the Meeting. Shareholders in attendance at the Meeting will also be provided with the opportunity to ask questions.

All resolutions at the Meeting will be decided on a poll. Shareholders are encouraged to record their vote by proxy in advance of the Meeting using the personalized Proxy Form enclosed with this Notice. Further details on how to vote via Proxy are set out in this Notice, following the description of the business of the Meeting. Shareholders in attendance at the Meeting will be asked to register when joining the Meeting and will then be provided with an opportunity to vote on each resolution.

This Notice of Meeting incorporates, and should be read together with, the Explanatory Statement and Proxy Form.

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 2020.

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 or on behalf of a member of the Key Management Personnel (KMP) named in the Remuneration Report for the year ended 30 June 2020, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast.

However, a member of the KMP or Closely Related Party may cast a vote on this item as proxy for a person that is entitled to vote if:

1. the appointment of the proxy specifies in writing the way the proxy is to vote on the resolution; or
2. the person is the Chair of the Meeting, and the appointment of the proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair of the Meeting to exercise the proxy even if

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the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

3. Resolution 2: Re-election of Director - Sue-Ann Higgins

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

"That, for the purpose of clause 20.5 of the Constitution and for all other purposes, Ms Higgins, a Director, retires, 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 Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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: The Company will disregard any votes cast (in any capacity) in favour of Resolution 3 by or on behalf of any of the following persons:

1. any person who is expected to participate in the proposed issue; and
2. 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.

However, this does not apply to a vote cast in favour of a resolution by:

1. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
2. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides: or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

1. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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).

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ATTENDANCE AND VOTING INSTRUCTIONS

Voting entitlement

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that Shareholders who are on the Company's share register at 5.00pm (AEDT) on Tuesday, 24 November 2020 shall, for the purposes of the Meeting, be entitled to attend and vote at the Meeting.

Due to the continuing developments in relation to the COVID-19 situation, related restrictions on public gatherings and public health concerns the Meeting will be held as a virtual meeting. Recent temporary changes to the Corporations Act provide for the holding of a virtual meeting provided it gives all Shareholders a reasonable opportunity to participate without being physically present in the same place.

Shareholders wishing to join the Meeting must register by sending an email to [e-mail] utilising the email subject "GM Registration". Information on how to join the Meeting will then be provided via return email on 25 November 2020.

Shareholders are invited to lodge questions in advance of the Meeting by sending an email containing their question(s) to [e-mail] to ensure they are received by no later than 5.00pm, Wednesday, 25 November 2020. Please use the email subject "GM Question". As many of the emailed questions as possible that relate to the subject matter of the Resolutions will be addressed during the Meeting. Shareholders in attendance at the Meeting will also be provided with the opportunity to ask questions.

All resolutions at the Meeting will be decided on a poll. Shareholders are encouraged to record their vote by proxy in advance of the meeting using the personalized Proxy Form enclosed with this Notice. Further details on how to vote via Proxy are set out below. Shareholders in attendance at the Meeting will be asked to register when joining the Meeting and will then be provided with an opportunity to vote on each resolution.

Voting at the Meeting

Votes at the Meeting may be given personally or by proxy, attorney or representative.

All resolutions at the Meeting will be decided on a poll. Shareholders are therefore strongly encouraged to lodge a directed proxy in advance of the Meeting via the Share Registry's investor portal: https://investor.automic.com.au/#/loginsah. Upon a poll, every person who has lodged a proxy, or who is present in person via audio conference or by proxy, corporate representative or attorney will have one vote for each Share held by that person.

Voting by proxy

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.

Due to current COVID-19 related restrictions on public gatherings, proxies will not be able to physically attend the Meeting. Accordingly, Shareholders entitled to vote are encouraged to appoint the Chair as their proxy for this Meeting.

To be effective, Proxy Forms must be received by the Company by no later than 5pm (AEDT) on Tuesday, 24 November 2020.

In light of the substantial delays in postage times as a result of the COVID-19 virus, Proxy Forms that are posted may not be received by the Company in time for the Meeting.

Accordingly, Shareholders are encouraged to lodge their proxy votes online via the Share Registry's investor portal https://investor.automic.com.au/#/loginsah, or by completing and submitting their Proxy Forms via email to [e-mail].

A proxy form submitted via email 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.

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