QEM : Notice of General Meeting/Proxy Form

For personal use only

QEM Limited

ACN 167 966 770

Notice of General Meeting

The General Meeting of the Company will be held at

at Suite 6A, Level 6, 50 Appel Street, Surfers Paradise, Queensland on Friday,

12 August 2022 at 10:00am (AEST).

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from a suitably qualified professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company

Secretary, David Palumbo, by telephone on [phone].

Shareholders are encouraged to vote by lodging the proxy form attached to the Notice

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For personal use only

QEM Limited

ACN 167 966 770

(Company)

Notice of General Meeting

Notice is given that the general meeting of QEM Limited will be held at Suite 6A, Level 6, 50 Appel Street, Surfers Paradise, Queensland on 12 August 2022 at 10:00am (AEST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

Terms and abbreviations used in the Notice are defined in Schedule 1 (Definitions).

Agenda

1 Resolutions

Resolution 1 Ratification of prior issue of Placement Shares

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

'That the issue of 8,206,829 Placement Shares at $0.205 per Share is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms and conditions in the Explanatory Memorandum.'

Resolution 2 Approval to issue Placement Shares to Director

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

'That the issue of up to 3,463,415 Placement Shares at $0.205 per Share to Mr David Fitch (or his nominee) is approved under and for the purposes of Listing Rule 10.11 on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 Approval of Director's options

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

'That the issue of:

1. up to 600,000 Options to Mr John Foley (or his nominee/s);
2. up to 2,000,000 Options to Mr Gavin Loyden (or his nominee/s);
3. up to 600,000 Options to Mr Daniel Harris (or his nominee/s);
4. up to 1,000,000 Options to Mr David Fitch (or his nominee/s); and

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1. up to 600,000 Options to Mr John Henderson (or his nominee/s),

is approved under and for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, on the terms and conditions in the Explanatory Memorandum.'

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

1. Resolution 1 by or on behalf of any person who participated in the issue of the Placement Shares, or any of their respective associates;
2. Resolution 2 by or on behalf of Mr David Fitch, his nominee and any other person who will obtain a material benefit as a result of the issue of the Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and
3. Resolution 3 by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

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

Shares held by or for an employee incentive scheme must only be voted on a Resolution under the Listing Rules if and to the extent that they are held for the benefit of a nominated participant in the scheme; the nominated participant is not excluded from voting on the Resolution under the Listing Rules; and the nominated participant has directed how the Shares are to be voted.

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Voting prohibitions

Resolution 3: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on the resolutions comprising Resolution 3 if:

1. the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
2. 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.

BY ORDER OF THE BOARD

David Palumbo

Company Secretary

QEM Limited

Dated: 6 July 2022

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For personal use only

QEM Limited

ACN 167 966 770

(Company)

Explanatory Memorandum

Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 6A, Level 6, 50 Appel Street, Surfers Paradise, Queensland on 12 August 2022 at 10:00am (AEST) (Meeting).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes information about the following to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Voting and attendance information
Section 3	Resolution 1	- Ratification of prior issue of Placement Shares
Section 4	Resolution 2	- Approval to issue Placement Shares to Director
Section 5	Resolution 3	- Approval of Director's Options
Schedule 1	Definitions
Schedule 2	Terms of Director Options

A Proxy Form is located at the end of the Explanatory Memorandum.

Voting and attendance information

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID- 19.

Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.

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