Zeotech : Notice of General Meeting/Proxy Form (Part 1 of 2)

For personal use only

28 July 2022

Notice of General Meeting to Shareholders

Zeotech Limited (ASX:ZEO) provides the following documents regarding the general meeting of shareholders to be held on Wednesday, 31 August 2022. Due to the size of the accompanying documents, the notice of meeting will been released on the ASX market platform in two parts, as follows:

Notice of General Meeting (Part 1 of 2)

• Letter to shareholders
• Notice of General Meeting
• Explanatory Statement
• Annexure A to the Explanatory Statement - Independent Expert's Report (including Independent Technical Specialists Report)

Notice of General Meeting (Part 2 of 2)

• Annexure B to the Explanatory Statement - Ausrocks Mineral Estimate Report
• Sample proxy form

This announcement has been approved for release by the company secretary, Neville Bassett.

Neville Bassett

Company Secretary

www.zeotech.com.au

Zeotech Limited | ASX: ZEO

ACN 137 984 297

Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000

P: [phone] | E: [e-mail]

For personal use only

25 July 2022

Dear Shareholder

GENERAL MEETING OF SHAREHOLDERS

Zeotech Limited (ASX:ZEO) (Zeotech or the Company) is convening a General Meeting of shareholders to be held on Wednesday, 31 August 2022, at 2:00 pm (AEST) (Meeting). If you would like to attend the Meeting, it will be held at the Hyatt Hotel Canberra, 120 Commonwealth Ave, Yarralumla, ACT 2600. If the above arrangements with respect to the Meeting change, shareholders will be updated via the ASX Market Announcements Platform as well as the Company's website at www.zeotech.com.au/asx- announcements/.

To assist the Company in ensuring that the Meeting is held in compliance with any COVID-19 safety requirements at the time of the Meeting, shareholders who wish to attend the Meeting in person should register their attendance with the Company at [e-mail] no later than 5:00 pm (AEST) on 29 August 2022.

Notice of meeting

The Company will not be dispatching physical copies of the Notice of General Meeting, accompanying Explanatory statement and Independent Expert's Report (Notice). Instead, copies of the Notice is available for viewing and download at www.zeotech.com.au/asx-announcements/.Shareholders who have not elected to receive communications by email with the Company's share registry will receive a copy of this letter and a personalised proxy form by post.

Voting

Shareholders are encouraged to participate in voting on the resolution to be considered at the Meeting.

To vote by proxy:

1. Please lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on 'View Meetings' - 'Vote'. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form; or
2. Please complete and sign your Proxy Form, and deliver the Proxy Form:
3. 1. by post to: Automic, GPO Box 5193, Sydney NSW 2001; or
   1. by hand to: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000.
   2. by email: [e-mail]

www.zeotech.com.au

Zeotech Limited | ASX: ZEO

ACN 137 984 297

Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000

P: [phone] | E: [e-mail]

For personal use only

Proxy form instructions (by proxy form or online voting) must be received by the Company's share registry by no later than 2:00 pm (AEST) on Monday, 29 August 2022. Instructions received after that time will not be valid for the Meeting.

The Company encourages all shareholders to vote prior to the Meeting by returning their proxy voting instructions before the deadline and advises that all voting in respect of the resolution considered at the Meeting will be conducted on a poll.

Neville Bassett

Company Secretary

www.zeotech.com.au

Zeotech Limited | ASX: ZEO

ACN 137 984 297

Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000

P: [phone] | E: [e-mail]

For personal use only

Notice of General Meeting,

Explanatory Statement, Independent Expert's

Report and Proxy Form

Zeotech Limited

ACN 137 984 297

Venue

Hyatt Hotel Canberra

120 Commonwealth Ave, Yarralumla, ACT 2600

Time and Date

2.00pm (AEST) Wednesday, 31 August 2022

IMPORTANT NOTE

The Notice of General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

For personal use only

Contents

	Item		Page
	Notice of General Meeting	2
	Meeting and Voting Information	4
	Explanatory Statement	6
	Glossary of Terms	15
	Annexure A - Independent Expert's Report (including Independent Technical Specialist		Attached
	Report)
	Annexure B - Ausrocks Mineral Estimate Report		Attached
	Proxy Form		Attached

Important Dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

Event		Date
Snapshot date for eligibility to vote	2.00pm (AEST) Monday, 29	August 2022
Last day for receipt of Proxy Forms*	2.00pm (AEST) Monday, 29August 2022
Meeting	2.00pm (AEST) Wednesday, 31	August 2022
Completion of Kalotech Acquisition and issue of new	Friday, 2 September 2022
Securities (anticipated)

*Proxy Forms received after 2.00pm (AEST on Monday 29 August 2022 will be disregarded

ZEOTECH LIMITED - NOTICE OF GENERAL MEETING,

EXPLANATORY STATEMENT, INDEPENDENT EXPERT'S REPORT AND PROXY1 FORM