Hexagon Energy Materials : Notice of Annual General Meeting/Proxy Form

ANNUAL GENERAL MEETING - NOTICE AND PROXY FORM

20 December 2021

onlyDear Shareholder

Hexagon Energy Materials Limited (ASX: HXG) ("Hexagon" or the "Company") is convening its Annual General Meeting (Meeting) to be held at the office of BDO, Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth, Western Australia on Thursday, 20 January 2022 at 1.00 pm (AWST).

useIn accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be dispatching physical copies of the Notice of Annual General Meeting (Notice). Instead, a copy of the Notice, which was released to the ASX on 20 December 2021, can be viewed on the ASX Market Announcements Platform at www.asx.com.au and under the "ASX Announcements" section of Hexagon's website at https://hxgenergymaterials.com.au.

The Board has made the decision that the Meeting will be held physically with appropriate social gathering and physical distancing measures in place to comply with applicable restrictions for physical gatherings. If you attend the Meeting in person, you will be required to adhere to COVID-19 protocols in place at the time of the Meeting.

personalShareholders are encouraged to submit a proxy vote either online at https://investor.automic.com.au/#/loginsah, or by returning the personalised proxy form (enclosed) in accordance with the instructions set out on the proxy form.

Your proxy voting instruction must be received by 1.00 pm (AWST) on 18 January 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Shareholders are invited to email questions to [e-mail] to the Meeting's commencement (1.00 pm AWST). All questions asked, together with the replies, will be available on the Company's website https://hxgenergymaterials.com.auwithin 24 hours following the Meeting close.

Circumstances relating to COVID-19 may change rapidly. The Company will update Shareholders if changing circumstances will impact planning or the arrangements for the Meeting by way of announcement on the ASX and the details will also be made available on our website at https://hxgenergymaterials.com.au.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting, please contact the Company's share registry Automic Pty Limited on 1300 288 664 (within Australia) or [phone] (outside Australia) or Hexagon's Company Secretary

Foron [phone].

The Company appreciates the understanding of shareholders during this time. Yours Sincerely

Merrill Gray

Managing Director

HEXAGON ENERGY MATERIALS LIMITED

Australian Business Number (ABN) 27 099 098 192

Registered Office: Suite 3, 7 Kintail Road, Applecross, Western Australia 6153

t: ([phone] e: [e-mail] w: hxgenergymaterials.com.au

For personal use only

Hexagon Energy Materials Limited

(ACN 099 098 192)

Notice of Annual General Meeting

and Explanatory Statement

TIME:	1.00 pm AWST
DATE:	20 January 2022
PLACE:	BDO, Level 9, Mia Yellagonga Tower 2
	5 Spring Street, Perth, WA 6000

Based on the information available at the date of the Notice of Meeting, the Board considers that it will be in a position to hold a physical meeting with appropriate measures in place to comply with Federal and State COVID-19 restrictions regarding gatherings. However, the Company strongly encourages Shareholders to submit completed Proxy Forms prior to the Meeting in accordance with the instructions set out in the Proxy Form and the Notice of Meeting.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be sending hard copies of the Notice of Meeting to shareholders. Instead, Shareholders can access a copy of the Notice of Meeting at the following link:

https://hxgenergymaterials.com.au/investor-centre/asx-announcements/

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their

accountant, solicitor, stockbroker or other professional adviser without delay.

Should you wish to discuss the matters in this Notice of Annual General Meeting please do not

hesitate to contact the Company Secretary on [phone].

For personal use only

CONTENTS PAGE

NOTICE OF ANNUAL GENERAL MEETING	3
NOTES	6
EXPLANATORY STATEMENT	7
GLOSSARY	19
SCHEDULE 1 - MATERIAL TERMS OF THE EMPLOYEE SHARE OPTION PLAN	21

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an Annual General Meeting of the Shareholders of Hexagon Energy Materials Limited (Hexagon or the Company) will be held at BDO, Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth, WA 6000 on 20 January 2022 commencing at 1.00 pm AWST to consider and, if thought fit, to pass the Resolutions set out below.

Terms used in this Notice of Annual General Meeting and accompanying Explanatory Statement are defined in the glossary to the Explanatory Statement.

The Explanatory Statement which accompanies, and forms part of this Notice of Annual General Meeting describes the matters to be considered at the Annual General Meeting.

SPECIAL BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS - YEAR ENDED 30 JUNE 2021

To receive and consider the annual financial statements, the directors' report and the audit report of Hexagon for the year ended 30 June 2021.

Note: there is no requirement for Shareholders to approve these reports.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a non-bindingresolution:

"That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the annual remuneration report as set out in the directors' report for the financial year ended 30 June 2021."

Voting exclusion: The Company will disregard any votes cast on Resolution 1 by any member of the Key Management Personnel of the Company whose remuneration is included in the Remuneration Report, or a Closely Related Party of such member. However, the Company will not disregard any votes cast on Resolution 1 by such person if:

1. the person is acting as proxy and the Proxy Form specifies how the proxy is to vote on the Resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
2. the person is the Chair of the Meeting voting an undirected proxy and their appointment expressly authorises the Chair to exercise the proxy even though Resolution 1 is connected with the remuneration of the Key Management Personnel of the Company.

If you are a member of the Key Management Personnel of the Company or a Closely Related Party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

3. RESOLUTION 2 - ELECTION OF MERRILL GRAY AS A DIRECTOR

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

"That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Merrill Gray, a Director who was appointed 18 October 2021, retires, and being eligible, is elected as a Director."

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4. RESOLUTION 3 - RE-ELECTION OF GARRY PLOWRIGHT AS A DIRECTOR

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

"That Garry Plowright, being a Director of the Company, who retires by rotation in accordance with ASX Listing Rule 14.4 and clause 14.2 of the Company's Constitution, and being eligible, offers himself for re-election, be re-elected as a Director of the Company."

5. RESOLUTION 4 - APPROVAL OF THE EMPLOYEE SHARE OPTION PLAN

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

"That for the purpose of ASX Listing Rule 7.2 Exception 13, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the employee incentive scheme known as the Employee Share Option Plan, a summary of which is set out in the Explanatory Statement accompanying this Notice of Annual General Meeting, and the issue of securities there under, until 20 January 2025, as an exception to ASX Listing Rule 7.1."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the Employee Share Option Plan or any Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
2. the Chair 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:
4. 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 this Resolution; and
   2. the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

1. the proxy is either:
2. 1. a member of the Key Management Personnel; or
   2. a Closely Related Party of such a member; and
3. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

1. the proxy is the Chair; and
2. the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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