Tian An Australia : 2022 Notice of Annual General Meeting and Proxy Form

TIAN AN AUSTRALIA LIMITED

ACN 009 134 114

NOTICE OF ANNUAL GENERAL MEETING

Date and time of Annual General Meeting

Friday, 13 May 2022 at 12.00pm (Sydney time)

Place of Annual General Meeting

Transport House, Level 6, 99 Macquarie Street, Sydney NSW 2000

Important notice

This Notice of Meeting and Explanatory Notes should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Notice of Annual General Meeting

Tian An Australia Limited

ACN 009 134 114

Notice is hereby given that the annual general meeting will be held at:

Venue: Transport House, Level 6, 99 Macquarie Street, Sydney NSW 2000

Date: Friday, 13 May 2022

Time: 12.00pm (Sydney time)

Items of business

General business

Annual Report

To receive and consider the Company's financial report, together with the Directors' Report (including the Remuneration Report) and the Auditor's Report, for the year ended 31 December 2021.

Note: There is no vote on this item. An Explanatory Note to this item appears on page 8.

Formal business

Resolution 1: Adoption of Remuneration Report

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

"To receive, consider and adopt the Remuneration Report of the Company for the financial year ended 31 December 2021 which forms part of the Directors Report."

Please note that the vote on the Remuneration Report is advisory and does not bind the Directors or the Company. Voting exclusions apply to this resolution. An Explanatory Note to this item appears on page 9.

Resolution 2: Re-election of Director

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

"That Mr Peter Curry, who retires as a Director under the Company's Constitution and being eligible offers himself for re-election, be re-elected as a Director."

An Explanatory Note to this item appears on page 9.

Resolution 3: Re-election of Director

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

"That Ms Cerena Fu, who retires as a Director under the Company's Constitution and being eligible offers herself for re-election, be re-elected as a Director."

An Explanatory Note to this item appears on page 10.

Resolution 4: Approval of Additional 10% Placement Capacity

To consider and, if thought fit, to pass, with or without amendment, the following as a Special Resolution:

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

Voting exclusions apply to this resolution. An Explanatory Note to this item appears on page 10.

Other business

To transact any other business that may be legally brought before the Meeting.

Voting Exclusion Statement - Resolution 1

For the purposes of sections 250BD and 250R of the Corporations Act 2001 (Corporations Act), the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the key management personnel of the Company details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member (referred to as an Excluded Person).

However, an Excluded Person may cast a vote as a proxy if the vote is not cast on behalf of an Excluded Person and either:

•

the Excluded Person is appointed as a proxy by writing that specifies how the Excluded Person is to vote on Resolution 1; or

•

the Excluded Person is the Chair of the meeting and the appointment of the Chair as proxy does not specify the way the Chair is to vote on Resolution 1 and expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

Voting Exclusion Statement - Resolution 4

The company will disregard any votes cast in favour of Resolution 4 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Equity Securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of Resolution 4 by:

•

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

•

the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair 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:

• o 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

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

By Order of the Board

Hai-Young Lu

Company Secretary 5 April 2022

Proxies and Voting

Voting entitlements

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that, for the purpose of entitlement to vote at the Meeting, Shares will be taken to be held by those who hold them at 7.00pm (Sydney time) on 11 May 2022. Accordingly, those persons are entitled to attend and vote at the Meeting, either in person, by proxy or attorney or, in the case of a corporate shareholder, by personal representative.

Appointing a proxy

If you are entitled to attend and vote at the Meeting, you can appoint a person as your proxy to vote your Shares. If you wish to appoint a proxy, you will need to complete and lodge the proxy form as directed below. A proxy form is enclosed with this Notice of Meeting. A proxy need not be a shareholder of the Company, and may be an individual or a body corporate.

If you are entitled to attend and cast two or more votes at the Meeting, you may appoint two proxies and you may specify the proportion or number of votes each proxy is appointed to exercise. If you appoint two proxies and the appointment does not specify the proportion or number of your votes each proxy may exercise, each proxy may exercise half of the votes. Fractions of votes will be disregarded.

To be validly executed the proxy form must be in writing signed by the appointer or an attorney duly authorised in writing or, if the appointer is a body corporate, signed by a duly authorised officer or attorney or in accordance with the Corporations Act, or if it is otherwise electronically authenticated, must be in accordance with clause 20.6 and 20.10 of the Constitution.

Lodging your proxy form

To be valid, your proxy form (and any power of attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the Meeting, that is by 12.00pm (Sydney time) on Wednesday, 11 May 2022. Any proxy form received after that time will not be valid.

If the proxy form is signed by an attorney, the original power of attorney under which the proxy form was signed (or a certified copy) must also be received by the Company's share registry by 12.00pm (Sydney time) on Wednesday, 11 May 2022 unless it has been previously provided to the Company.

If you appoint a proxy, you may still participate in the Meeting. However, your proxy's rights to speak and vote at the Meeting are suspended while you are present. Accordingly, you will be asked to revoke your proxy if you register at the Meeting.

An appointment of a proxy is revoked (or suspended for the Meeting if a standing appointment) if the Company receives a further proxy appointment that would result in the shareholder having more proxies than the shareholder is entitled to. The proxy appointment made first in time is the first to be treated as revoked or suspended.

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