Hawthorn Resources : HAW - AGM - meeting documentation to shareholders

For personal use only

	All Registry communications to:
	Link Market Services Limited
	Locked Bag A14
	Sydney South NSW 1235 Australia
	Telephone: [phone]
	ASX Code: HAW
ABN 44 009 157 439	Email: [e-mail]
Website:www.linkmarketservices.com.au

25 November 2021

Dear Shareholder

The Board of Directors ('the Board') of Hawthorn Resources Limited is pleased to provide you with details in relation to the 2021 Annual General Meeting ('AGM' or 'the Meeting') of Shareholders to be held on Thursday 23 December 2021 at 2.00 p.m. (Melbourne time) and which will be held as a virtual meeting.

As was the case in 2020 and in line with temporary amendments to the AGM requirements in Australia and current regulatory guidance, the meeting this year will be held entirely by technology given the uncertainty and potential health risks associated with large gatherings during the COVID-19 pandemic. There will not be a physical venue for shareholders to attend.

Additionally, the Determination issued by the Federal Treasurer permits a Notice of Meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. Accordingly, this year the Notice of Meeting will not be mailed to shareholders. Instead, it is available for you to view and download at the company's website at http://www.hawthornresources.com/investor-centre.aspx

Please note that a personalized Proxy form accompanies this letter and, for shareholders who do not have electronic access to the meeting, details of the business of the meeting are set out in Annexure A as attached hereto.

Your participation in the Meeting is important and all shareholders and proxy holders are encouraged where possible to participate in the AGM virtually via the online platform at https://agmlive.link/HAW20

To do this you will need a desktop or mobile/tablet device with internet access, and you will need to provide your details (including Shareholder Reference Number (SRN) or Holder Identification Number (HIN) to be verified as a security holder or proxy holder.

The online platform will allow you to fully participate in the proceedings and vote in real-time.

We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the AGM using the instructions provided in the Notice of Meeting and in the Virtual Annual General Meeting Online Guide, which can be accessed online http://www.hawthornresources.com/investor-centre.aspx

Yours faithfully

Mark G Kerr

Managing Director

Hawthorn Resources Limited

For personal use only

Annexure A:

Hawthorn Resources Limited

2021 Annual General Meeting to be held as a virtual meeting of members on 23 December 2021 starting at 2.00 p.m.

Business of the meeting:

ORDINARY BUSINESS

1 Financial Statements and Reports

To receive and consider the Consolidated Financial Report and the Reports of the Directors and of the Auditor for the financial year ended 30 June 2020 which are contained in the 2021 Annual Report.

2 Election of Directors -- To consider and, if thought fit, pass the following resolutions: Resolution no. 1 - Mr Brian F Thornton

"That Mr Brian F Thornton, a Director appointed during the current financial year and retiring in accordance with Clause 62 of the Constitution of the Company and the Listing Rules of ASX Limited, being eligible and having offered himself for election, is elected as a Director of the Company".

Resolution no. 2 - Mr Li, Yi Jie

"That Mr Li, Yi Jie, a Director retiring in accordance with Clause 63 of the Constitution ofthe Company and the Listing Rules of ASX Limited, being eligible and having offered himself for re- appointment, is re-appointed as a Director of the Company".

3 Adoption of Remuneration Report

Resolution no. 3 - To consider and, if thought fit, pass the following resolution:

"That the Remuneration Report for the year ended 30 June 2021 as disclosed in the Directors' Report be adopted".

Note - the vote on this resolution is advisory only and does not bind the Directors or the Company.

SPECIAL BUSINESS

4 Appointment of Auditor

Resolution no. 4 - To consider and if thought fit, to pass the following resolution:

"That BDO Audit Pty Ltd having consented in writing, be appointed as the Auditor of Hawthorn Resources Limited and its controlled entities".

Dated: 25 November 2021

BY ORDER OF THE BOARD

Mourice Reginald Garbutt, FGIA, FCIS

Company Secretary

Hawthorn Resources Limited

ABN 44 009 157 439

Notice of 2021 Annual General Meeting

and Explanatory Memorandum

The Annual General Meeting is to be held on Thursday 23 December 2021 at 2.00 p.m.

Important Notice

Shareholders who opted in writing to receive a printed Annual Report will have received it. All shareholders can view the Annual Report either by visiting the Company's website at:www.hawthornresources.com

OR

by visiting the Company's webpage on the ASX website under the ASX Security Code "HAW"

THIS IS AN IMPORTANT DOCUMENT

If you are in doubt as to the action you should take, please consult with your stockbroker,

solicitor, accountant, bank manager or other professional adviser immediately

personalFor onlyuse

In response to the global COVID-19 pandemic and government restrictions on physical gatherings, the AGM will be held as a virtual meeting (online only). There will be no physical meeting where Shareholders and proxies can attend in person. A virtual general meeting is also permitted by amendments made under section 5 of the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 issued by the Commonwealth Treasurer dated 5 May 2020.

For personal use only

IMPORTANT NOTICE

1. General

You should read this Notice of Annual General Meeting and accompanying Explanatory Statement in its entirety before making a decision on how to vote on the Resolutions set out in the Notice. The Notice is contained on page 4 and the Explanatory Statement on page 10 and the proxy form for this AGM accompanies this Booklet.

1. Defined Terms

Capitalised terms in this Booklet are defined either in the Glossary or where the relevant term is first used.

1. Purposes of the Explanatory Statement

The purposes of the Explanatory Statement which forms part of the Notice of Annual General Meeting are to:

1. 1. explain the terms and effect of each Resolution to Shareholders;
   2. explain the manner in which each Resolution is to be considered and, if approved, implemented; and
   3. provide such information as is prescribed by the Corporations Act, Corporations Regulations and ASX Listing Rules or as is otherwise material to the decision of Shareholders about how to vote on the Resolutions.
2. Investment Decisions

This document does not take into account the investment objectives, financial situation or particular needs of any Shareholder or any other person. This document should not be relied on as the sole basis for any investment decision in relation to Shares. Shareholders should consider obtaining independent advice before making any decision in relation to the Resolutions. The Company is not licensed to provide financial product advice in relation to its Shares or any other financial products.

1. Forward Looking Statements

Certain statements in this document relate to the future. Such statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from expected future results, performance or achievements expressed or implied by such statements. Such risks, uncertainties and other important factors include among other things, general economic conditions, specific market conditions, exchange rates, interest rates and regulatory changes. These statements reflect the expectations of relevant parties only as of the date of this Booklet.

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1. Glossary - In this document, including in the Notice:

AGM means the annual general meeting of Hawthorn Shareholders, notice of which is given in the Notice.

For personal use only

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given in Division 2 of Part 1.2 of the Corporations Act as if section 12(1) of that Act included a reference to this document and the Company was the designated body.

ASX means ASX Limited ACN 008 624 691 or the financial market known as the Australian Securities Exchange that it operates, as the context requires.

ATO means the Australian Taxation Office.

Auditor means the Company's auditor, BDO Audit Pty Ltd. Board means the board of Directors of the Company.

Booklet means this Booklet, comprising the Notice of Annual General Meeting and the Explanatory Statement. Business Day has the meaning given in the Listing Rules.

Company or Hawthorn means Hawthorn Resources Limited ACN 009 157 439. Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth). Director means a director of the Company.

Eligible Shareholder means a Shareholder registered as such on the Record Date.

Employee Share and Option Plan or Plan means the Company's Employee Share and Option Plan.

Explanatory Statement means the explanatory statement contained in this Booklet in relation to the Resolutions to be considered at the AGM and which accompanies and forms part of the Notice.

Independent Director means Dr D S Tyrwhitt. Listing Rules means the Listing Rules of ASX.

Non-ExecutiveDirector means a Director other than Mr Mark G Kerr. Notice means the notice of AGM contained in this Booklet.

NPAT means net profit after tax.

Ordinary Share or Share means a fully paid ordinary share in Hawthorn.

Ordinary Shareholder or Shareholder means a holder of at least one Ordinary Share. Participant means a participant for the time being in the Plan.

Performance Right means an entitlement of a Participant to receive an Ordinary Share, subject to the satisfaction of applicable vesting conditions and performance hurdles.

Register of Members means the register of members of the Company. Relevant Interest has the meaning given to that term in the Corporations Act. Resolutions means the resolutions set out in the Notice.

Share Registry means the share registry engaged by the Company to maintain the Register of Members, being Link Market Services Limited.

Voting Entitlement Time means 7.00 p.m. Melbourne time on 21 December 2021.

Voting Exclusion Statement means a statement set out in the Notice in this Booklet under the heading 'Voting Exclusion Statement'.

A reference to dollars, $, AUD, cents, A$ or $A is to the lawful currency of Australia.

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