Locality Planning Energy : Notice of General Meeting/Proxy Form

For personal use only

LOCALITY PLANNING ENERGY HOLDINGS LIMITED

ACN 147 867 301

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting will be held at:

TIME:

10.00am (AEST)

DATE: Wednesday, 30th March 2022

PLACE: Locality Planning Energy Holdings Limited

Bluewater Boardroom, Foundation Place

Level 8, 8 Market Lane

Maroochydore QLD 4558

The business of the Meetings affects your shareholding and your vote is important.

This Notices of Meeting should be read in their entirety. If Shareholders are in doubt as to how they

should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meetings are those who are registered Shareholders at 7pm on Monday, 28th March 2022.

For personal use only

LOCALITY PLANNING ENERGY HOLDINGS LIMITED

ACN 147 867 301

NOTICE OF GENERAL MEETING

Wednesday, 30th March 2022

Notice is hereby given that a General Meeting of Shareholders (Meeting) of Locality Planning Energy Holdings Limited (Company or LPE) will be held on Wednesday, 30th March 2022 at 10.00am (AEST) at Locality Planning Energy Holdings Limited, Bluewater Boardroom, Foundation Place, Level 8, 8 Market Lane, Maroochydore QLD 4558.

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered at the Meeting. Please ensure you read the Explanatory Statement in full.

AGENDA

1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE | PLACEMENT (LR 7.1)
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue 12,932,710 fully paid ordinary Shares on the terms and conditions set out in the Explanatory Statement."
   Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved, or any associates of those persons.
   However, the Company will not disregard a vote cast in favour of resolution 1 by:
2. • a person as a 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; or
   • the chair of the meeting 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
   • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
     o 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
     o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
3. RESOLUTION 2 - RATIFICATION OF PRIOR ISSUE | PLACEMENT (LR 7.1A)
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 9,288,473 fully paid ordinary Shares on the terms and conditions set out in the Explanatory Statement."

Locality Planning Energy Limited Notice of General Meeting

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Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or any associates of those persons.

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

1. • a person as a 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; or
   • the chair of the meeting 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
   • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
     o 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
     o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
2. RESOLUTION 3 - ISSUE OF NEW SHARES | PLACEMENT
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 50,878,816 fully paid ordinary Shares on the terms and conditions set out in the Explanatory Statement."
   Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue of the Shares the subject of Resolution 3 (except a benefit solely by reason of that person being the holder of Shares), or any associates of those persons.
   However, the Company will not disregard a vote cast in favour of resolution3 by:
3. • a person as a 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; or
   • the chair of the meeting 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
   • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
     o 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
     o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
4. RESOLUTION 4 - ISSUE OF OPTIONS | PLACEMENT
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 75,000,000 Options on the terms and conditions set out in the Explanatory Statement."

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Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue of the Options the subject of Resolution 4 (except a benefit solely by reason of that person being the holder of Shares), or any associates of those persons.

However, the Company will not disregard a vote cast in favour of resolution 4 by:

• a person as a 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; or
• the chair of the meeting 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
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  o 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
  o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

5. RESOLUTION 5 - ISSUE OF NEW SHARES AND OPTIONS | MR JUSTIN PETTETT

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 900,000 Shares together with 900,000 Options to the Chairman, Mr. Justin Pettett (or his nominee), in accordance with the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: In accordance with the Corporations Act 2001 (Cth) and the ASX Listing Rules, the Company will disregard any votes on Resolution 5:

• cast in favour of the resolution by or on behalf the Mr. Justin Pettett (or his nominee) or any person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any associates regardless of the capacity in which the vote is cast; or
• cast as proxy by a person who is a member of the Company's key management personnel (KMP) on the date of the meeting, an associate of that person or persons or their closely related parties.

However, the Company need not disregard a vote if it is cast:

• by a person as a proxy or attorney for a person who is entitled to vote in accordance with a direction given to the proxy or attorney to vote on the Resolution in that way, or
• by the Chairman of the meeting as proxy or attorney for a person who is entitled to vote, in accordance with the express authorisation to exercise undirected proxies as the Chairman decides; or
• by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  o 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
  o The holder votes on the resolution in accordance given by the beneficiary to the holder to vote in that way.

6. RESOLUTION 6 - ISSUE OF BROKER OPTIONS | SANDTON CAPITAL ADVISORY PTY LTD

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

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"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 18,750,000 Options to Sandton Pty Ltd (or their nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Sandton Pty Ltd, or any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of a holder of ordinary securities in the entity) or any associates of those persons.

However, the Company will not disregard a vote cast in favour of resolution 6 by:

1. • a person as a 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; or
   • the chair of the meeting 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
   • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
     o 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
     o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
2. RESOLUTION 7 - ISSUE OF BROKER OPTIONS | CPS CAPITAL GROUP PTY LTD
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 18,750,000 Options to CPS Capital Group Pty Ltd (or their nominee) on the terms and conditions set out in the Explanatory Statement."
   Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of CPS Capital Group Pty Ltd, or any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of a holder of ordinary securities in the entity) or any associates of those persons.
   However, the Company will not disregard a vote cast in favour of resolution 7 by:
3. • a person as a 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; or
   • the chair of the meeting 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
   • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
     o 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
     o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
4. RESOLUTION 8 - ISSUE OF NEW SHARES | BLACKROCK
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

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