PPK : Notice of Extraordinary General Meeting/Proxy Form

ASX ANNOUNCEMENT

FOR IMMEDIATE RELEASE TO THE MARKET

PPK Group Limited - ASX Code: PPK

Friday 29 April 2022

Notice of Extraordinary General Meeting

PPK Group Limited (ASX Code: PPK) is pleased to provide a Notice of Extraordinary General Meeting to be held as a fully virtual meeting on Tuesday 31 May 2021.

The purpose of the meeting is to consider a capital reduction in PPK Group Limited resulting from the proposed demerger of PPK Mining Equipment Group Pty Limited.

This announcement has been made and authorised by the PPK Group Board.

For further information contact:

Robin Levison

Executive Chairman of PPK Group Limited On 07 3054 4500

PPK GROUP LIMITED

ABN: 65 003 964 181

Level 27, 10 Eagle St, Brisbane QLD 4000

GPO Box 754, Brisbane Qld 4001

Tel: [phone] Fax: [phone]

PPK Group Limited ACN 003 964 181

Notice of Extraordinary General Meeting and Explanatory Statement

To consider a Capital Reduction in PPK Group Limited resulting from the proposed demerger of PPK Mining Equipment Group Pty Limited

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTION

This Notice of Meeting and the accompanying Explanatory Statement should be

read in their entirety.

If, as a Shareholder, you are in doubt as to the course you should follow, please consult your financial or professional adviser prior to voting.

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is given that a General Meeting of PPK Group Limited will be held at 10:00am (Brisbane time) on Tuesday 31 May 2022.

IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING

Given uncertainty due to the COVID-19 pandemic and the possibility that attendance at a physical meeting may be restricted, the Board has recently resolved to rely on the temporary ASIC relief so that the General Meeting will be conducted as a fully virtual meeting, accessible through an online meeting platform powered by Computershare. There will not be a physical venue for Shareholders to attend. Shareholders will be able to watch, listen and vote online at the virtual meeting.

To allow Shareholders to participate in the General Meeting, Shareholders can attend virtually using the Computershare online platform. Shareholders will be able to watch and listen to the proceedings, view the presentations, ask questions of the Board, and vote in real-time using their computer, mobile phone or other device.

Shareholders are also encouraged to submit questions to the Company in advance of the meeting. Questions submitted to the Company must relate to the resolutions to be considered at the meeting and must be submitted by email to the Company Secretary [e-mail] such questions for the Company must be received by the Company no later than 2pm (Brisbane time) on Friday 27 May 2022. The Auditor of the Company will not be in attendance at the Meeting.

Details on how the virtual meeting can be accessed are set out in the online meeting guide accessible atwww.computershare.com.au/virtualmeetingguide.

The Meeting link is:https://meetnow.global/MUDMCU9

POSTPONEMENT / ADJOURNMENT / FUTURE ALTERNATIVE ARRANGEMENTS

Technical difficulties may arise during the course of the General Meeting. The Chairman has discretion as to whether, and how, the General Meeting should proceed in the event that this happens. In exercising his discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the General Meeting is affected.

Where he considers it appropriate, the Chairman may continue to hold the General Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy by no later than 48 hours prior to the General Meeting, even if they plan to attend online.

In the event of the need to postpone or adjourn the General Meeting, the Company will provide an update on the ASX platform and via its website atwww.ppkgroup.com.au.

ITEMS OF BUSINESS

For further information on the items of business and the Transaction generally, see the 'Background'

commentary in Section 1 below.

RESOLUTION 1 - APPROVAL FOR AN EQUAL REDUCTION OF CAPITAL

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

"That, for the purposes of Sections 256B and 256C of the Corporations Act and for all other purposes, approval is given for:

• (a) the issued share capital of PPK Group Limited to be reduced by an amount equal to the value of 75,279,018 shares the Company holds in PPK Mining Equipment Group Limited (PPKMEG), valued at $13,490,000; and

• (b) the reduction of share capital be satisfied by the Company making a pro rata in-specie distribution of PPKMEG shares to all eligible holders of the Company's Shares at the

  Record Date,

  on the terms and conditions set out in the Explanatory Statement."

VOTING EXCLUSIONS

There are no voting exclusions for Resolution 1.

Dated at Brisbane, on the 29th day of April 2022.

By order of the Board

Will Shiel

Company Secretary

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

In accordance with the Corporations Act, the Directors have determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 48 hours prior to the General Meeting.

Voting on Resolution 1 will be conducted by a poll.

As Resolution 1 is an ordinary resolution, it will only be passed if more than 50% of votes are cast in favour of the resolution.

Shareholders may vote at the General Meeting in one of two ways:

• • in advance of the General Meeting, by appointing a proxy (preferably the Chairman) no later than 48 hours prior to the General Meeting. The Company recommends that Shareholders do this in case of technical difficulties at the General Meeting; or

• • live and online during the General Meeting, using the Computershare platform.

PROXIES:

• • Shareholders wishing to appoint a proxy are encouraged to do so electronically by following the steps set out on the Proxy Form attached.

• • A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy or not more than two proxies to attend and vote instead of the Shareholder.

• • Where two proxies are appointed:

  • (i) a separate Proxy Form, should be used to appoint each proxy; and

  • (ii) the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and if it does not do so the proxy may exercise half of the votes.

• • A Shareholder can appoint any other person to be their proxy. A proxy need not be a Shareholder of the

  Company. The proxy appointed can be described in the Proxy Form by an office held e.g. "the Chair of the Meeting".

• • If a Shareholder's appointed proxy does not attend the General Meeting, then the proxy appointment will automatically default to the Chairman. In addition, any directed proxy appointments that do not vote on a poll will automatically default to the Chairman, who is required to exercise the relevant votes as directed on the poll (subject to any applicable voting exclusions).

• • In the case of Shareholders who are individuals, the Proxy Form must be signed:

  • (i) if the Shares are held by one individual, by that Shareholder; or

  • (ii) if the Shares are held in joint names, by any one of them.

• • In the case of Shareholders who are companies, the Proxy Form must be signed:

  • (i) if it has a sole director who is also sole secretary, by that director (and stating the fact next to, or under the signature on the Proxy Form); or

  • (ii) in the case of any other company by either two directors or a director and secretary.

  The use of the common seal of the company, in addition to those required signatures, is optional.

• • If the person signing the Proxy Form is doing so under a power of attorney, or is an officer of a company outside those referred to above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certified copy of it), as well as the Proxy Form, must be received by the Company by the time and at the place specified below.