Select Harvests : Notice of Annual General Meeting/Proxy Form

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SELECT HARVESTS LIMITED

ABN 87 000 721 380

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the Annual General Meeting (AGM) of Select Harvests Limited ABN 87 000 721 380 (the Company) will be held online at 11:00am (Melbourne time) on Friday, 25 February 2022.

Due to the ongoing COVID-19 pandemic, the potential for restrictions on physical gatherings and to ensure the health and safety of our shareholders and other participants, the AGM will be held as a virtual meeting (online only). There will be no physical meeting where shareholders and proxies can attend in person. The virtual AGM will be held in accordance with the Corporations Act 2001 (Cth), with shareholders and proxyholders able to participate via an online platform, ask questions and vote in real time (subject to the connectivity of their devices).

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the financial statements of the Company and its controlled entities for the financial year ended 30 September 2021 and the related Directors' Report and Auditors' Report.

RESOLUTIONS

1. Remuneration Report

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

To adopt the Remuneration Report for the financial year ended 30 September 2021, submitted as part of the Directors' Report for the financial year ended 30 September 2021, pursuant to sections 250R(2) and 250R(3) of the Corporations Act 2001 (Cth).

Please note that the vote on this item is advisory only and does not bind the Directors of the Company or the Company. This resolution is subject to voting exclusions as set out below.

2. Election of Directors

To consider and, if thought fit, to pass the following resolutions:

1. That Mr Guy Kingwill, who retires in accordance with clause 63.1 of the Company's Constitution and the ASX Listing Rules and, being eligible, offers himself for re- election, be re-elected as a Director.
2. That Mr Travis Dillon, who having been appointed by the Directors of the Company as a Director on 29 November 2021 in accordance with clause 62 of the Company's Constitution and, being eligible, offers himself for election, be elected as a Director.

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3. Increase in maximum annual remuneration of non-executive directors

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

That, for the purpose of ASX Listing Rule 10.17, and clause 66 of the Company's Constitution and for all other purposes, the maximum aggregate annual remuneration that may be paid by the Company as remuneration for the services of the Company's non-executive directors in each year be increased by 2.5% or $23,750 from $950,000 to $973,750.

This resolution is subject to voting exclusions as set out below.

4. Participation by the Managing Director in the Long-Term Incentive Plan To consider, and if thought fit, to pass the following resolution:

That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given to permit Paul Thompson (Managing Director) to acquire Awards under the Select Harvests Limited Long Term Incentive Plan as set out in the Explanatory Memorandum accompanying and forming part of the Notice of this Meeting.

This resolution is subject to voting exclusions as set out below. If approval is given under ASX Listing Rule 10.14 (by passing this resolution) approval is not required under ASX Listing Rule 7.1.

By Order of the Board

Brad Crump

Company Secretary

Melbourne

24 January 2022

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NOTES

Proxies

1. A member is entitled to appoint not more than two proxies to attend the virtual AGM and vote on behalf of such member. A proxy need not be a member of the Company and may be an individual or body corporate.
2. A body corporate appointed as a proxy will need to appoint a representative to exercise the powers that body corporate may exercise as the member's proxy at the Annual General Meeting, in accordance with section 250D of the Corporations Act 2001 (Cth) ("Corporations Act") and provide a "Certificate of Appointment of Representative" to the Company prior to the commencement of the Annual General Meeting. A form of the certificate may be obtained from the Company's Share Registry, Computershare Investor Services Pty Limited.
3. A member who appoints two proxies may specify the proportion or number of votes each proxy is appointed to exercise. If the proportion or number of votes that each proxy may exercise is not specified, then each proxy may exercise half of the votes (any fractions will be disregarded).
4. If the chairperson of the meeting is appointed by a member as the member's proxy without a direction as to how to vote, then, subject to applicable voting restrictions, the chairperson will (and is taken to be expressly authorised to) vote in favour of all resolutions set out in this Notice of Annual General Meeting even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.
5. A proxy document or form is valid if it is signed by the member of the Company making the appointment and contains the member's address, the Company's name, the proxy's name or the name of the office held by the proxy and the meeting at which the appointment may be used and is received in accordance with notes 6 and 7 below.
6. For the appointment of a proxy, the Proxy Form enclosed with this Notice of Annual General Meeting may be used. In order for the appointment of a proxy to be valid, the proxy form must be received by the Company at least 48 hours prior to the commencement of the Annual General Meeting. If the proxy form is signed by the appointor's attorney, the authority (or certified copy of the authority) under which the appointment was signed must be received at least 48 hours prior to the commencement of the Annual General Meeting.

7. Duly-signed proxy forms (and, if applicable, authorities) must be received by the Company either:

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1. by facsimile at either of the following fax numbers:
   03 9474 3588 (Company); or
   (Computershare Investor Services Pty Limited) on the following numbers:
   03 9473 2555 (overseas)
   1800 783 447 (within Australia); or
2. electronically atwww.investorvote.com.au, by following the instructions provided; or
3. for Custodians, by lodging proxy forms online by visiting www.intermediaryonline.com.

In the case of joint holders of shares any one of such persons may vote at any meeting as if they were solely entitled to do so, but if more than one of such joint holders tenders a vote the vote of the first named of the joint holders in the Register of Members, whether tendered in person or by proxy or by attorney or in any other approved means, will be accepted to the exclusion of the votes of the other joint holders.

If a member is a corporation and wishes to appoint a proxy, the proxy form must be executed under its common seal or, in the absence of a common seal, must be signed by:

1. two Directors of the corporation; or
2. a Director and a Company Secretary of the corporation; or
3. if the corporation is a proprietary company that has a sole Director who is also the sole Company Secretary - that Director and Secretary; or
4. the corporation's appointed attorney under the power of attorney.

Shareholders Entitled to Vote

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the AGM will be the entitlement of that person set out in the Register of Members as at 7.00 p.m. (Melbourne time) on Wednesday, 23 February 2022. All voting at the AGM will be by way of a poll.

Guide to participating in the virtual AGM

Please see the cover letter (which accompanies and forms part of this Notice of Meeting) and the guide which is set out as Attachment A to the Explanatory Memorandum (which accompanies and forms part of this Notice of Meeting) for additional information regarding the various requirements and helpful tips to guide you to participating in the virtual AGM.

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Voting Exclusion Statements

Resolution 1

The Company will disregard any votes cast on the proposed resolution for the adoption of the Remuneration Report (Resolution 1 in the Notice of Meeting) by or on behalf of:

• a member of the Company's key management personnel, details of whose remuneration are included in the Remuneration Report ("KMP"); or
• a closely related party of a KMP,

whether the votes are cast as a shareholder, proxy or in any other capacity.

However, the Company will not disregard a vote cast by a KMP or closely related party of a KMP if:

• the vote is cast as a proxy;
• the proxy:
  o is a person appointed by writing that specifies how the proxy is to vote on Resolution 1; or o is the chairperson of the meeting and the appointment of the chairperson as proxy:
• • does not specify the way the proxy is to vote on the resolution; and
  • expressly authorises the chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel of the company; and
• the vote is not cast on behalf of a KMP or a closely related party of a KMP.

A closely related party of a member of the Company's KMP includes any of the following:

• a spouse or child of the member;
• a child of the member's spouse;
• a dependant of the member or of the member's spouse;
• anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or
• a company the member controls.

The proxy form accompanying this Notice of Meeting contains detailed instructions regarding how to complete the proxy form if a shareholder wishes to appoint the chairperson as their proxy and to authorise the chairperson to vote on the resolution to adopt the Remuneration Report. You should read those instructions carefully.

If you are a member of the KMP (other than the chairperson of the meeting acting as a proxy) or a closely related party of a member of the KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.