Hannans : Notice of Annual General Meeting

HANNANS LTD

ACN 099 862 129

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:10:00am

DATE:Friday, 26 November 2021

PLACE:Karda Room, Ground Floor

197 St Georges Terrace

Perth WA 6000

Hannans 2021 Annual Report can be viewed at www.hannans.com

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

This Notice of Meeting should be read in its 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 Meeting are those who are registered Shareholders at 4pm on 24 November 2021.

CONTENTS

Glossary	1
Business of the Meeting (setting out the proposed Resolutions)	2
Explanatory Statement (explaining the proposed Resolutions)	4
Schedules	11
Proxy Form	Attached
IMPORTANT INFORMATION
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and	member's votes, then in accordance with section 249X(3) of the
return by the time and in accordance with the instructions set out on the Proxy	Corporations Act, each proxy may exercise one-half of the votes.
Form.	Shareholders and their proxies should be aware that changes to the
In accordance with section 249L of the Corporations Act, Shareholders are	Corporations Act made in 2011 mean that:
advised that:	• if proxy holders vote, they must cast all directed proxies as directed; and
• each Shareholder has a right to appoint a proxy;	• any directed proxies which are not voted will automatically default to the
• the proxy need not be a Shareholder of the Company; and	Chair, who must vote the proxies as directed.
• a Shareholder who is entitled to cast 2 or more votes may appoint 2	Should you wish to discuss the matters in this Notice of Meeting please
proxies and may specify the proportion or number of votes each proxy is	do not hesitate to contact the Company Secretary on [phone].
appointed to exercise. If the member appoints 2 proxies and the
appointment does not specify the proportion or number of the
GLOSSARY
$ means Australian dollars.	Explanatory Statement means the explanatory statement accompanying
7.1A Mandate has the meaning given in Section 6.1.	the Notice.
Annual General Meeting or Meeting means the meeting convened by the	Key Management Personnel (KMP) has the same meaning as in the
accounting standards issued by the Australian Accounting Standards Board
Notice.
and means those persons having authority and responsibility for planning,
ASIC means the Australian Securities & Investments Commission.
directing and controlling the activities of the Company, or if the Company is
ASX means ASX Limited (ACN 008 624 691) or the financial market operated
part of a consolidated entity, of the consolidated entity, directly or indirectly,
by ASX Limited, as the context requires.	including any director (whether executive or otherwise) of the Company, or if
ASX Listing Rules means the Listing Rules of ASX.	the Company is part of a consolidated entity, of an entity within the
Board means the current board of directors of the Company.	consolidated group.
Notice or Notice of Meeting means this notice of meeting including the
Chair means the chair of the Meeting.
Explanatory Statement and the Proxy Form.
Closely Related Party of a member of the Key Management Personnel
Option means an option to acquire a Share.
means:
Proxy Form means the proxy form accompanying the Notice.
(a) a spouse or child of the member;
(b) a child of the member's spouse;	Related Party Option means an Option on the terms and conditions set out
(c) a dependent of the member or the member's spouse;	in Schedule A.
(d) anyone else who is one of the member's family and may be expected to	Remuneration Report means the remuneration report set out in the
influence the member, or be influenced by the member, in the member's
Director's Report section of the Company's annual financial report for the year
dealing with the entity;
ended 30 June 2021.
(e) a company the member controls; or
Resolutions means the resolutions set out in the Notice, or any one of them,
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the
purposesofthedefinitionof'closelyrelatedparty'intheCorporationsAct.	as the context requires.
Company means Hannans Ltd (ACN 099 862 129).	Section means a section of the Explanatory Statement.
Constitution means the Company's constitution.	Share means a fully paid ordinary share in the capital of the Company.
Corporations Act means the Corporations Act 2001 (Cth).	Shareholder means a registered holder of a Share.
Directors means the current directors of the Company.	Variable A means "A" as set out in the formula in ASX Listing Rule 7.1A.2.
Equity Securities includes a Share, a right to a Share or Option, an Option, a	WST means Western Standard Time as observed in Perth, Western Australia.
convertible security and any security that ASX decides to classify as an Equity
Security.

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BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the directors, the director's report, the Remuneration Report and the auditor's report.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-bindingresolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2021."

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolutionasaproxyifthevoteisnotcastonbehalfofapersondescribedabove and either:

1. thevoter isappointedasa proxybywritingthatspecifiesthewaytheproxy is to vote on this Resolution; or
2. the voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - JONATHAN MURRAY

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

"That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Jonathan Murray, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 - RE-ELECTION OF DIRECTOR - DAMIAN HICKS

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

"That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Damian Hicks, a Director, retires by rotation, and being eligible, is re-elected as a Director."

Voting Exclusion applicable to Resolution 4 to 8:

The Company will disregard any votes cast in favour of Resolutions 4 to 8 by or on behalf of any Directors, other than any Directors who are ineligible to participate in any employee incentive scheme in respect of which the approval is sought, and any associates of those Directors (Resolution 4 to 8 Excluded Party). 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 the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy or attorney for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy 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:

• 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
• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement applicable to Resolution 4 to 8:

A vote on Resolution 4 to 8 must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
2. the voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly withthe remuneration of a member of the Key Management Personnel.

5. RESOLUTION 4 - ISSUE OF RELATED PARTY OPTIONS - DAMIAN HICKS

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

"That, subject to the passing of Resolutions 3, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14, and for all other purposes, approval is given for the Company to issue up to 105,000,000 Related Party Options to Damian Hicks (or his nominee) under the Company's Directors' Equity Plan (the Plan) approved on 17 October 2019 on the terms and conditions set out in the Explanatory Statement."

6. RESOLUTION 5 - ISSUE OF RELATED PARTY OPTIONS - JONATHAN MURRAY

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

"That, subject to the passing of Resolutions 2, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14, and for all other purposes, approval is given for the Company to issue up to 15,000,000 Related Party Options to Jonathan Murray (or his nominee) under the Company's Directors' Equity Plan (the Plan) approved on 17 October 2019 on the terms and conditions set out in the Explanatory Statement."

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7. RESOLUTION 6 - ISSUE OF RELATED PARTY OPTIONS - MARKUS BACHMANN

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

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14, and for all other purposes, approval is given for the Company to issue up to 15,000,000 Related Party Options to Markus Bachmann (or his nominee) under the Company's Directors' Equity Plan (the Plan)approved on 17 October 2019 on the terms and conditions set out in the Explanatory Statement."

8. RESOLUTION 7 - ISSUE OF RELATED PARTY OPTIONS - CLAY GORDON

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

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14, and for all other purposes, approval is given for the Company to issue up to 15,000,000 Related Party Options to Clay Gordon (or his nominee) under the Company's Directors' Equity Plan (the Plan)approved on 17 October 2019 on the terms and conditions set out in the Explanatory Statement."

9. RESOLUTION 8 - ISSUE OF RELATED PARTY OPTIONS - AMANDA SCOTT

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

"That, ,for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14, and for all other purposes, approval is given for the Company to issue up to 15,000,000 Related Party Options to Amanda Scott (or his nominee) under the Company's Directors' Equity Plan (the Plan)approved on 17 October 2019 on the terms and conditions set out in the Explanatory Statement."

1. RESOLUTION 9 - TRANSACTION WITH CRITICAL METALS LTD
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That approval is given for the Company to undertake the Transaction on the terms and conditions set out in the Explanatory Statement."
2. RESOLUTION 10 - APPROVAL OF 7.1A MANDATE
   To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

Dated: 25 October 2021

By order of the Board

Jonathan Murray

Non-Executive Chairman

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS
   In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the directors, the directors' report, the Remuneration Report and the auditor's report.
   The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.hannans.com.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

1. General
   The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
   The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.
   The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
2. Voting consequences
   A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
   If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.
   All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
   Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.
3. Previous voting results
   At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 TO 3 - RE-ELECTION OF DIRECTORS

3.1 General

Listing Rule 14.4 and clause 14.2 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without re- election) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement.

• Jonathan Murray, who has served as a Non-Executive Director since 2010 and was last re-elected on 25 October 2018, retires by rotation and seeks re- election.
• Damian Hicks, whohasserved asa Managing Director since2007, became the Executive Directoron29November 2016and was elected on17 October 2019, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships Mr Jonathan Murray

Mr Murray is a partner at law firm Steinepreis Paganin, based in Perth, Western Australia. Since joining the firm in 1997, he has gained significant experience in advising on initial public offers and secondary market capital raisings, all forms of commercial acquisitions and divestments and providing general corporate and strategic advice.

Mr Murray graduated from Murdoch University in 1996 with a Bachelor of Laws and Commerce (majoring in Accounting). He is also a member of FINSIA (formerly the Securities Institute of Australia).

During the past 3 years Mr Murray has also served as a director of the following other listed companies:

• Errawarra Resources Ltd
  (appointed 2 February 2012, resigned 2 November 2020, re-appointed 22 June 2021);
• Vietnam Industrial InvestmentsLimited(appointed19January2016,resigned15May2020);
• Peak Resources Limited (appointed 22 February 2011, resigned 8 March 2021).

Mr Damian Hicks

Mr Hicks was a founding Director of Hannans Limited in 2002. Mr Hicks graduated from the University of Western Australia with a Bachelor of Commerce (Accounting and Finance) in 1992 and was admitted as a Barrister and Solicitor of the Supreme Court of Western Australia in 1999. Mr Hicks holds a Graduate Diploma in Applied Finance & Investment from FINSIA, a Graduate Diploma in Company Secretarial Practice from Chartered Secretaries Australia and is a Graduate of the Australian Institute of Company Directors.

During the past 3 years Mr Hicks served as a director of the following listed companies:

• Errawarra Resources Ltd
  (appointed 2 February 2012, resigned 1 April 2021).

1. Independence
   If elected the board considers Messrs Murray and Hicks will be non-independent directors.
2. Board recommendation
   The Board (excluding Mr Murray) supports the re-election of Jonathan Murray and recommends that Shareholders vote in favour of Resolution 2. The Board (excluding Mr Hicks) supports the re-election of Damian Hicks and recommends that Shareholders vote in favour of Resolution 3.

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