European Lithium : Notice of Annual General Meeting

For personal use only

European Lithium Limited

ACN: 141 450 624

Notice of Annual General Meeting

The Annual General Meeting of European Lithium Limited will be held at:

• 32 Harrogate Street, West Leederville, Western Australia 6007; and
• 9:00am (WST) on 21 January 2022.

This notice of Annual General Meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisor prior to voting. Please contact the Company Secretary on + 61 9380 9555 or melissac@europeanlithium.com if you wish to discuss any matter concerning the Meeting.

For personal use only

European Lithium Limited

ACN 141 450 624

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the Shareholders of European Lithium Limited will be held at 32 Harrogate Street, West Leederville, Western Australia 6007 at 9:00am (WST) on 21 January 2022 (Meeting).

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

Shareholders can vote by attending the Meeting by returning a completed Proxy Form or attending the Meeting in person. Instructions on how to complete a Proxy Form are set out in the Explanatory Statement.

Proxy Forms must be received by no later than 9:00am (WST) on 19 January 2022.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in Schedule 1 of the Explanatory Statement.

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 advisors 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 5:00pm (WST) on 19 January 2022.

AGENDA

ANNUAL REPORT

To receive and consider the financial statements of the Company and the reports of the Directors (Directors' Report) and Auditors for the financial year ended on 30 June 2021 (Annual Report).

RESOLUTION 1 - REMUNERATION REPORT (NON-BINDING)

To consider, and if thought fit, to pass the following 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 set out in the Directors' Report for the financial year ended on 30 June 2021."

A voting exclusion statement is set out below.

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

For personal use only

RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR MALCOLM DAY

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of rule 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Malcolm Day, a Director, retires by rotation, and being eligible and offering himself for re-election, is re-elected as a Director."

RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR MICHAEL CARTER

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of rule 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Michael Carter, a Director who was appointed as an additional Director by the Board on 31 August 2021, retires at the conclusion of the Meeting, and being eligible and offering himself for re-election, is re-elected as a Director."

RESOLUTION 4 - RE-ELECTION OF DIRECTOR - MYKHAILO ZHERNOV

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of rule 14.4 or 14.3 of the Constitution (as the case may be), ASX Listing Rule 14.4 and for all other purposes, Mykhailo Zhernov is elected as a Director on the terms and conditions in the Explanatory Memorandum."

RESOLUTION 5 - APPROVAL OF 10% PLACEMENT FACILITY

To consider and, if thought fit, to pass the following as a special resolution:

"That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, and otherwise on the terms and conditions in the Explanatory Statement."

RESOLUTION 6 - APPROVAL TO ISSUE LISTED OPTIONS TO MR CARTER

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 2,500,000 Listed Options to Michael Carter (or his nominee) on the terms set out in the Explanatory Statement."

A voting exclusion statement is set out below.

For personal use only

RESOLUTION 7 - RATIFICATION OF PRIOR ISSUE OF SECURITIES FOR JADAR TRANSACTION

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,666,666 Shares and 3,333,333 Jadar Options to Exchange Minerals Limited and Esplanade Consulting AS Trustee for Voiceworks 2 Trust in consideration for the purchase of the Jadar Assets, and otherwise on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement is set out below.

RESOLUTION 8 - RATIFICATION OF PRIOR ISSUE OF SECURITIES - AUGUST 2021 PLACEMENT

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 12,000,000 Shares and 52,000,000 Listed Options under the August 2021 Placement using the Company's capacity under Listing Rule 7.1, and otherwise on the terms set out in the Explanatory Statement."

A voting exclusion statement is set out below.

RESOLUTION 9 - RATIFICATION OF PRIOR ISSUE OF SECURITIES - AUGUST 2021 PLACEMENT

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 92,000,000 Shares under the August 2021 Placement using the Company's capacity under Listing Rule 7.1A, and otherwise on the terms set out in the Explanatory Statement."

A voting exclusion statement is set out below.

RESOLUTION 10 - RATIFICATION OF PRIOR ISSUE OF SECURITIES - EVOLUTION CAPITAL ADVISORY

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,000,000 Shares and 20,000,000 Listed Options to Evolution Capital Advisory Pty Limited in conjunction with the August 2021 Placement, and otherwise on the terms set out in the Explanatory Statement."

A voting exclusion statement is set out below.

For personal use only

RESOLUTION 11 - RATIFICATION OF PRIOR ISSUE OF SECURITIES - SPARK PLUS

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 200,000 Shares to Spark Plus Pte Ltd on the terms set out in the Explanatory Statement."

A voting exclusion statement is set out below.

RESOLUTION 12 - APPROVAL TO ISSUE SHARES - SPARK PLUS

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 200,000 Shares to Spark Plus Pte Ltd on the terms set out in the Explanatory Statement."

A voting exclusion statement is set out below.

RESOLUTION 13 - APPROVAL TO ISSUE SHARES - DIG MEDIA

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 397,694 Shares to Dig Media Inc. on the terms set out in the Explanatory Statement."

A voting exclusion statement is set out below.

RESOLUTION 14 - APPROVAL TO ISSUE OPTIONS - EVOLUTION CAPITAL ADVISORY

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 21,000,000 Options to Evolution Capital Advisory Pty Limited (or nominee) on the terms set out in the Explanatory Statement."

RESOLUTION 15 - RATIFICATION OF PRIOR ISSUE OF SHARES - MILLSTONE FIRST PORTION

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 26,315,790 Shares to Millstone on the terms set out in the Explanatory Statement."

A voting exclusion statement is set out below.