Tox Free : Dispatch of Notice of General Meeting

21 April 2017

Attached is a copy of a Notice of General Meeting which has been dispatched to the shareholders of Tox Free Solutions Limited, for a meeting to be held on 24 May 2017.

Yours sincerely

David McArthur Company Secretary

1

Notice of

General Meeting

Wednesday 24 May 2017

10:00 am (WST)

BDO, Rokeby Room, 38 Station Street, Subiaco,

Western Australia

Notice of Annual General Meeting

Notice is hereby given that the General Meeting of Tox Free Solutions Limited ("Company" or "Tox Free") will be held at 10.00 am (WST) on Wednesday 24 May 2017 at BDO, Rokeby Room, 38 Station Street, Subiaco, Western Australia.

An Explanatory Memorandum containing information in relation to each of the Resolutions to be put to the Meeting accompanies this Notice.

To consider and, if thought fit, to pass the following Resolutions.

To consider and, if thought fit, to pass, with or without amendment, 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 12,568,000 fully paid ordinary Shares in the capital of the Company to Catilina on the terms and conditions contained in the Explanatory Statement."

The Company will disregard any votes cast on Resolution 1 by Catilina and any of its associates. However, the Company need

not disregard a vote if it is cast by a person as a proxy 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 for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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

"That for the purposes of section 260B(2) of the Corporations Act and for all other purposes, approval is given for financial assistance to be provided by the Acquired Companies in connection with the Daniels Acquisition as described in the Explanatory Statement."

By order of the Board D M McARTHUR

Company Secretary

Date: 31 March 2017

The Company may specify a time, not more than 48 hours before the Meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the General Meeting.

The Company's Directors have determined that all Shares of the Company that are quoted on ASX at 5.00 pm (Sydney time) on 22 May 2017 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Please note that:

1. a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

2. a proxy need not be a member of the Company; and

3. a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

A Shareholder that is a corporation may appoint an individual to act as its corporate representative to vote at the Meeting in accordance with section 250D of the Corporations Act. Any corporation wishing to appoint an individual to act as its representative at the Meeting should provide that person with a certificate or letter executed in accordance with

the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or Share Registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. A 'Certificate of Appointment of Corporate Representative' is enclosed if required.

Shareholders are invited to contact the Company Secretary, David McArthur on +61 8 9423 3200 if they have any queries in respect of the matters set out in this Notice or the accompanying Explanatory Memorandum.

1 | Tox Free Solutions Limited ABN 27 058 596 124

Explanatory Memorandum

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of General Meeting ("Notice") of the Company.

The Directors of the Company ("Directors") recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice.

On 26 October 2016, the Company announced to ASX that it had signed a binding agreement under which the Company would acquire 100% of the shares and related assets of Daniels Health Pty Ltd and Daniels Manufacturing Pty Ltd (together, Daniels) for an enterprise value of $186 million from entities associated with the vendor,

Dan Daniels (Seller) (Daniels Acquisition).

Daniels was founded in 1986 and is the leading player in medical waste services in Australia 1. The business provides a range of waste management solutions, including medical waste collection and treatment, proprietary reusable sharps containers and safety devices, point-of-use disposal technology, recycling, gatewaste, waste stream auditing, controlled substance destruction, secure shredding training, compliance and education.

The Company's announcement on 26 October 2016 disclosed that the Company intended to fund the Daniels Acquisition through a combination of equity, cash and an increase in its debt facilities, including approximately $85 million via a fully underwritten pro-rata accelerated non-renounceable entitlement offer, $29 million through

a placement to the Seller's nominee Catilina (Placement), $67 million from increased debt facilities arranged with the Company's existing lenders, and $14 million cash from the completion of a proposed

sale and leaseback transaction.

On 1 December 2016, the Company announced to ASX that it had completed the Daniels Acquisition, and issued 12,568,000 Shares to Catilina under the Placement (Consideration Shares).

Resolution 1 seeks to ratify the issue of the Consideration Shares pursuant to Listing Rule 7.4.

1 By pro forma FY2016 revenue.

Listing Rule requirements

Listing Rule 7.1 provides that a Company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 provides that where a company in general meeting ratifies a previous issue of securities made pursuant to Listing Rule

7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to be made with shareholder approval for the purpose of Listing Rule 7.1.

By ratifying the issue of shares under the Placement, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain Shareholder approval.

Resolution 1 is an ordinary resolution.

The following information is provided for the purposes of Listing Rule 7.5:

1. 12,568,000 Shares were issued to Catilina on 1 December 2016.

2. The Shares were issued at an issue price of $2.30 per Share.

3. The Shares issued rank pari passu with the Company's existing Shares.

4. The Shares were issued to Catilina, an unrelated party of the Company.

5. Funds raised from the issue of the Shares were used to partly fund the Daniels Acquisition.

6. A voting exclusion statement in respect of Resolution 1 is set out under Resolution 1 in the Notice of General Meeting preceding this Explanatory Statement.

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1.

Tox Free Solutions Limited ABN 27 058 596 124 | 2