Propell : Notice of Extraordinary General Meeting/Proxy Form

ASX Announcement

22 July 2022

For personal use only

Notice of Extraordinary General Meeting

Leading SME-focused finance platform Propell Holdings Limited (ASX: PHL) (the Company) advises that an Extraordinary General Meeting will be held on Wednesday, 24 August 2022 at 12:00pm (AEST - Brisbane time) (Meeting).

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

• Chairman's Letter to shareholders setting out the arrangements in relation to the meeting
• Notice of Extraordinary General Meeting including the Agenda and Explanatory Memorandum
• Proxy Form

This announcement was authorised for release to the market by the Board of Propell Holdings Limited.

For further information, please contact:

Mr. Michael Davidson (CEO)	Ms. Sophie Bradley (IR Executive)	Mr. Christian Riedel, CFA (Executive
T: 1300 804 091	T: [phone]	Director)
T: 1300 805 795
E: [e-mail]	E: [e-mail]
E: [e-mail]

About Propell

Propell Holdings Limited (ASX:PHL) is Australia's first and only all-in-one finance platform providing SMEs with lending solutions that are faster to access, easier to use and simpler to manage using a digital-first approach.

Australia's 2.4 million small and medium enterprises (SMEs) aren't satisfied with lending solutions provided by banks and are frustrated with their slow and difficult processes and paperwork. 38% of SMEs have indicated they are actively looking for new solutions in a market comprising $423 billion in SME loans.

Propell's digital platform is aimed at improving the cashflow and financial wellbeing of small businesses by aggregating a range of finance products and services including lending, payments and cashflow forecasting tools. The Company leverages its extensive customer data with an artificial intelligence (AI) based engine to deliver its products in an entirely digital manner.

Propell launched the platform in mid-2020 and is focused on further customer growth and development of its product suite.

To stay up to date on company news and announcements, register your details on the Propell Holdings investor portal.

L2 307 Queen St	w: investor.propellme.com.au	1
Brisbane QLD 4000	p: 1300 804 091

For personal use only

Notice is given that the Extraordinary General Meeting (EGM or Meeting) of Shareholders of Propell Holdings Limited ACN 614 837 099 (Company) will be held:

Date of Meeting:	Wednesday, 24 August 2022
Time of Meeting:	12:00pm (Brisbane time)
Place of Meeting:	Level 2, 307 Queen Street, Brisbane QLD 4000

Dear Shareholder,

Propell Holdings Limited - Extraordinary General Meeting

Propell Holdings Limited (the Company) hereby announces its intention to hold an Extraordinary General Meeting (EGM or Meeting) of Shareholders at 12:00pm (Brisbane time) on Wednesday, 24 August 2022. This meeting will be a physical meeting held at Level 2, 307 Queen Street, Brisbane QLD 4000.

The full Notice of Meeting which sets out the Agenda (including details of all resolutions being put to the meeting), important Voting Information and an Explanatory Memorandum can be found at https://investor.propellme.com.au/Investor-Centre/or on the Australian Securities Exchange Limited (ASX) Market Announcement Platform under the Company's code: PHL

In accordance with modifications to the Corporations Act under the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be sending hard copies of the Notice of Meeting and Explanatory Memorandum to Shareholders (except for any Shareholder who has provided an election to the Company to receive a hard copy document only pursuant to section 253RB of the Corporations Act 2001 (Cth)).

The agenda of the Meeting will be to consider the following items of business:

• Ratification for issue of Shares - Placement;
• Approval for the issue of Options to Altor Capital Management Pty Ltd;
• Approval for the issue of Options to Managing Director - Mr Michael Davidson;
• Approval for the issue of Options to the Lead Manager;
• Approval for the terms of the Convertible note facility

EGM Considerations and Shareholder Questions

It is recommended that attendees arrive 15 minutes prior to the scheduled commencement of the meeting. A discussion will be held on all items to be considered at the EGM and all Shareholders will have a reasonable opportunity to ask questions during the EGM.

For personal use only

To ensure that as many Shareholders as possible have the opportunity to speak, Shareholders are requested to observe the following:

• all Shareholder questions should be stated clearly and should be relevant to the business of the Meeting;
• if a Shareholder has more than one question on an item, all questions should be asked at the one time; and
• Shareholders should not ask questions at the Meeting regarding personal matters or those that are commercial in confidence.

All Resolutions by Poll

Each of the resolutions proposed at the EGM will be decided on a poll. The Chairman considers voting by poll to be in the interests of the shareholders as a whole, and to ensure the representation of as many Shareholders as possible.

How to Vote

Please see the Notice of Meeting for details on Voting Entitlement, Proxy and Corporate Representative Instructions. Shareholders are encouraged to lodge their votes by logging into their portfolio or holdings on the share registry's website at www.linkmarketservices.com.auby 12:00pm (Brisbane time) on Monday, 22 August 2022. We look forward to your attendance and participation at the Meeting.

By order of the Board

Ben Harrison

Chairman

20 July 2022

For personal use only

Notice of Extraordinary General Meeting and Explanatory Memorandum

Propell Holdings Limited ACN 614 837 099

Date of Meeting:	Wednesday, 24 August 2022
Time of Meeting:	12:00pm (Brisbane time)
Place of Meeting:	Level 2, 307 Queen Street, Brisbane QLD 4000

1

For personal use only

Notice of Meeting

Notice is given that the Extraordinary General Meeting (Meeting) of Shareholders of Propell Holdings Limited ACN 614 837 099 (Company) will be held at Level 2, 307 Queen Street, Brisbane QLD 4000 on Wednesday, 24 August 2022 at 12pm (Brisbane time).

Terms used in this Notice of Meeting are defined in section 7 of the accompanying Explanatory Memorandum.

The Explanatory Memorandum and the Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

Resolution 1 - Ratification for issue of Shares - Placement

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders grant approval for and ratify the prior issue of 23,475,947 fully paid ordinary shares in the Company at an issue price of $0.058 (Placement Shares) issued on 28 April 2022 to certain sophisticated and professional investors on the terms as set out in the Explanatory Memorandum."

Voting exclusion statement pursuant to Listing Rule 7.5.8

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any person that participated in, or who will obtain a material benefit as a result of, the issue of the Placement Shares or any oftheir associates.

However, the Company will not disregard a vote cast in favour of Resolution 1 by:

• a person as a proxy for a person who is entitled to vote on the Resolution, in accordance with the directionsgiven to the proxy or attorney to vote on the Resolution in that way; or
• the Chairman of the Meeting as a proxy or attorney for a person who is entitled to vote on the Resolution, inaccordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiaryprovided 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.

Resolution 2 - Approval for the issue of Options to Altor Capital Management Pty Ltd

To consider and, if thought fit, to pass the following Resolution, with or without amendment, as an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders grant approval to the issue of 3,500,000 options to subscribe for fully paid ordinary shares exercisable at $0.10 and expiring on the date which is three years from the date of issue, to Altor Capital Management Pty Ltd (Lender Options), and the issue of underlying Shares in respect of the Lender Options in lieu of cash payments, on the terms as set out in the Explanatory Memorandum."

Voting exclusion statement pursuant to Listing Rule 7.3.9

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of any person that is expected to participate in, or who will obtain a material benefit as a result of, the issue of the Lender Options (except a benefit solely by reason of being the holder of ordinary securities in the Company) or any associate ofthat person.

However, the Company will not disregard a vote cast in favour of Resolution 2 by:

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