Notice of Extraordinary General Meeting/Proxy Form

For personal use only

Australian Bauxite Limited t/a ABX Group

ACN 139 494 885

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY STATEMENT

Extraordinary General Meeting of

Australian Bauxite Limited ACN 139 494 885

11.00 am on 16 December 2021

VIRTUAL MEETING

Due to the ongoing COVID-19 related restrictions, the meeting will be held virtually via the Zoom Video Communications online platform

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For personal use only

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1. LETTER TO SHAREHOLDERS 11 November 2021

For personal use only

Dear Shareholder,

Enclosed with this letter are the Notice of Extraordinary General Meeting (Notice) and Explanatory Memorandum detailing the proposed Resolutions for consideration by Shareholders. Shareholders should consider all of this material before determining how they will vote at the Extraordinary General Meeting (EGM).

In light of changing public health restrictions relating to the spread of COVID-19 the Company has made the decision to hold the EGM as a fully virtual meeting. This meeting will take place on 16 December 2021 at 11:00 am Sydney Time.

PARTICIPATION AT THE VIRTUAL MEETING

All Shareholders will have the opportunity to participate in the Meeting online via an internet connection (using a computer, laptop, tablet or smartphone).

The Meeting will be broadcast via the Zoom Video Communications online platform.

If you wish to watch and attend the virtual EGM, you must register at https://us02web.zoom.us/meeting/register/tZwscuqsqDstE9dOY_VLUzhU_Ggy-sH-uzT3

at least 24 hours prior to the meeting. You will then be sent a link to the Meeting webcast.

VOTING OPTIONS

Direct voting online during the Meeting

Due to the virtual nature of the Meeting, Computershare, the Company's Share Registry will be facilitating voting during the Meeting. If you wish to cast your vote during the meeting you will need to visit:

web.lumiagm.com/318887933 on your desktop or mobile device. Ensure that your browser is compatible. Lumi AGM supports the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox.

Detailed instructions on how to vote online are set out in the "How to Vote" section of this Notice and the "Online Voting Guide" located on page 9 of this Notice.

For assistance with the Lumi platform, please contact [phone]. This line will be active for one hour before the commencement of the Meeting and all calls to this number will be given top priority.

Voting via proxy

If you are unable to attend the virtual EGM, you are urged to complete the attached Proxy Form and return it, marked attention to the Secretary, so that it is received not later than 11.00 a.m. (Sydney Time) on 14 December 2021:

By facsimile within Australia 1800 783 447 (or from outside Australia [phone])

By mail to:

Computershare Investor Services Pty Limited

GPO Box 242

Melbourne Vic 3001

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For personal use only

By hand to:

Computershare Investor Services Pty Limited "Yarra Falls"

452 Johnston Street

Abbotsford Vic 3067

Via our online facility:

Please visit www.investorvote.com.auto submit your voting intentions (if any). To use this online facility, you will need your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) and the six-digit Control Number shown on the Proxy Form.

Custodian voting - For Intermediary online subscribers only (custodians) please visit www.intermediaryonline.comto submit your voting intentions.

Shareholders are strongly encouraged to lodge a proxy form to vote at the Meeting at least 48 hours before the Meeting.

QUESTIONS

We will provide an opportunity to ask questions at the Meeting however there may be connectivity and other issues during the video conference. Accordingly, we recommend that any Shareholder questions be submitted at the time of registration in advance of the meeting.

Details of the Resolutions in the Notice of General Meeting are contained in the Explanatory Memorandum that accompanies the Notice. The Explanatory Memorandum should be read together with, and forms part of, the Notice.

Yours faithfully

Paul Lennon

Chairman

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For personal use only

NOTICE OF EXTRAORDINARY GENERAL MEETING

Australian Bauxite Limited t/a ABx Group

ACN 139 494 885

Notice is hereby given that an Extraordinary General Meeting of members of Australian Bauxite Limited (the Company) will be held on 16 December 2021 at 11.00 am (Sydney Time) by teleconference.

If Shareholders have any questions regarding the meeting or seek further information, please contact the Company Secretary at [e-mail].

Ordinary Business

1. Change of Name

Resolution 1: Change of Name to ABx Group Limited

To consider and, if thought fit, pass the following resolution as a special resolution:

"That for the purposes of s157 (1) of the Corporations Act and all other purposes, that the name of the Company be changed from Australian Bauxite Limited to ABx Group Limited and the Constitution of the Company be amended to reflect the change of name of the Company."

Special Resolution Voting

This Resolution 1 is a special resolution and can only be passed if at least 75% of the votes cast, in person or by proxy, by members who are entitled to vote on the resolution, are voted in favour.

2. Amendment to Constitution

Resolution 2: Special resolution to Change the Constitution of the Company

To consider, and if thought fit, pass the following resolution as a special resolution:

"That the constitution be amended by insertion of the following provisions:

31A Use of Technology for Holding Shareholder Meetings

1. Nothing contained in this Constitution shall be taken to prevent the use of virtual meeting technology to be used in holding of a meeting of shareholders where the same is permitted by law.
2. The provisions of this Constitution in relation to the holding of meetings of shareholders and the giving of notices of meetings of shareholders and any other relevant documents to shareholders shall be modified to the extent necessary to permit the use of virtual meeting technology in accordance with the provisions of law that apply to such meetings.

55A Use of Technology for Holding Directors' Meetings

1. Nothing contained in this Constitution shall be taken to prevent the use of virtual meeting technology to be used in holding of a meeting of directors (including a meeting of a committee of directors) where the same is permitted by law.
2. The provisions of this Constitution in relation to the holding of meetings of directors (including a meeting of a committee of directors) and the giving of notices of meetings of directors (including a meeting of a committee of directors) and any other relevant documents to directors shall be modified to the extent necessary to permit the use of virtual meeting technology in accordance with the provisions of law that apply to such meetings.

63.6 The Company may execute a document in any manner permitted by law including in the manner set out in subsections (3A), (3B) and (3C) of the Corporations Act, 2001."

Special Resolution Voting

This Resolution 2 is a special resolution and can only be passed if at least 75% of the votes cast, in person or by proxy, by members who are entitled to vote on the resolution, are voted in favour.

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