Murray River Organics : Notice of Annual General Meeting

use only	NOTICE OF ANNUAL GENERAL MEETING
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MURRAY RIVER ORGANICS GROUP LIMITED ACN 614 651 473
	TIME: 2:00pm AEDT
	DATE: Monday, 31 January 2022
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Important notice

This Notice should be read in conjunction with the Explanatory Memorandum. The Explanatory Memorandum contains important information about the matters to be considered at the Annual General Meeting of Murray River Organics Group Limited to assist Shareholders to determine how to vote on the Resolutions set out in this Notice.

Should you wish to discuss any of the matters detailed in this Notice, please do not hesitate to contact the Company Secretary on [phone] or [e-mail].

		Contents	Page
		Business of the Annual General Meeting (setting out the proposed Resolutions)	5
		Explanatory Memorandum (explaining the proposed Resolutions)	6
		Glossary	7
		Voting Form	Attached
		Notice of Annual General Meeting of Shareholders of Murray
onlyRiver Organics Group Limited
		Notice is given that the Annual General Meeting of Shareholders of Murray River Organics Group Limited ACN
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		614 651 473 (MRG or the Company) will be held on Monday, 31 January 2022 at 2:00pm AEDT.
		The Meeting will be streamed live for Shareholders to view and participate. Pease see page 3 below for details.
	Important Information
	Your vote is important
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	The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm AEDT on Saturday, 29 January 2022.

Voting in person at the Meeting

In an effort to manage restrictions due to COVID-19 and for the health and safety of Shareholders, Shareholders will not be able to attend or vote at the Meeting in person. The Meeting will be streamed live via webcast for Shareholders to view the Meeting.

The Company urges all Shareholders to please utilise the online facilities offered. Shareholders will be able to view the live webcast of the Meeting, vote online in real time and ask Directors questions online.

For further information, please see the section below titled 'Direct voting during the Meeting'. For instructions, please Forefer to the online user guide available through the following virtual meeting link: https://meetnow.global/MF6MYDX

V ting by proxy or online prior to Meeting

To submit a direct vote prior to the Meeting, or to appoint a proxy online, please go to:

www.investorvote.com.auand follow the instructions on your Voting Form; or

www.intermediaryonline.comfor Intermediary Online subscribers.

You may also appoint a proxy by completing and signing the enclosed Voting Form and returning it by the time and in accordance with the instructions set out on the Voting Form. Proxies will be able to view the live webcast of the Meeting, vote online in real time in accordance with their proxy instructions and ask Directors questions online. For instructions, please refer to the online user guide available through the virtual meeting link set out below.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy; and

the proxy need not be a Shareholder of the Company; and

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a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholders' votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is

to vote on a particular Resolution and if it does:

onlythe proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must only vote on a poll; and

if the proxy is the Chair, the proxy must vote on a poll, and must vote that way (ie. as directed); and

if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie. as directed).

Transfer of non-chairproxy to Chair in certain circumstancesuseS ction 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular Resolution at the Meeting; and the appointed proxy is not the Chair; and

at the Meeting, a poll is duly demanded on the Resolution; and either of the following applies:

o the proxy is not recorded as attending the Meeting; or o the proxy does not vote on the Resolution,

the Chair is taken, before voting on the Resolution closes, to have been appointed as the proxy for the purposes personalof voting on the Resolution at the Meeting.

Direct voting

In accordance with clause 37(b) of the Constitution, the Directors have:

determined that for the Meeting, a shareholder that is entitled to attend and vote at the Meeting may submit a direct vote; and

approved the matters specified below as the means by which Shareholders may deliver a direct vote. A Shareholder entitled to attend and vote at the Meeting may direct vote by:

delivering prior to the Meeting a valid notice of their voting intention by means of a direct vote; or

delivering a direct vote during the Meeting if participating online.

Dir ct voting prior to the Meeting

A Shareholder may deliver a direct vote by indicating on the Voting Form that they are casting their vote directly and then placing a mark in one of the boxes opposite each item of business on the Voting Form. All of the Shareholder's shares will be voted in accordance with such direction, unless the Shareholder indicates that their direction is:

to vote only a portion of their votes on any item; or

to cast their votes in different ways on any item, by inserting the number of shares in the appropriate box or boxes.

ForIf a Shareholder indicates that they are lodging their votes directly and then does not mark any of the boxes on a given item, no direct vote will be recorded on that item.

If a Shareholder indicates that they are delivering their votes directly and then marks more than one box on an item, their vote on that item will be invalid. If a Shareholder inserts a number of shares in boxes on any item that in total exceeds the number of shares that the Shareholder holds as at the voting entitlement time, the Shareholder's vote on that item will be invalid, unless the Shareholder inserted the number of shares in one box only, in which case it will be taken to be valid for the total number of shares held at that time.

Direct voting during the Meeting

Shareholders who wish to participate in the Meeting online may do so by entering the following URL in their browser:

https://meetnow.global/MF6MYDX

Attending the Meeting online enables Shareholders to view the Meeting live and to also ask questions and cast direct votes at the appropriate times whilst the Meeting is in progress.

For instructions, please refer to the online user guide available through the following virtual meeting link:

https://meetnow.global/MF6MYDX

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Shareholders who submit direct votes appoint the Chair as their representative for the purposes of Article 31(b) of the Constitution (determination of quorum).

However, Shareholders who submit direct votes will not be entitled to the following rights of Shareholders attending the Meeting by proxy, attorney or representative:

to join in the election of the chairman of the Meeting under Article 32(b) of the Constitution if there is a vacancy in the chairman; or

to object to the qualification of a voter under Article 37(g) of the Constitution.

onlyCorporate representatives

A Shareholder that is a body corporate may appoint an individual to act as its representative at the Meeting by providing a duly executed certificate of appointment of corporate representative (Certificate). Unless otherwise specified in the Certificate, the representative may exercise all or any of the powers that the body corporate may exercise at the Meeting or in voting on a Resolution. A Certificate is available upon request from the Share Registry.

Appointments must be lodged in advance of the Meeting with the Company's Share Registry.

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BUSINESS OF THE ANNUAL GENERAL MEETING Ordinary business

1.	Resolution 1 - Election of Director - Mr Andrew Monk
		To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:
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		"THAT Mr Andrew Monk, having retired from his office as Director in accordance with Article 47(b) of the Constitution
		and ASX Listing Rule 14.5, and being eligible, having offered himself for election, be elected as a Director of the
		Company."
		The Chair intends to vote all undirected proxies in favour of this Resolution.
2.	OTHER BUSINESS
		To transact any other business which may legally be brought before the Meeting.

Dated: 31 December 2021 useBy order of the Board

Graeme Fallet Company Secretary

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