Place: Thomson Geer Lawyers, Level 16, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000

Transcription

1 Redflow Limited ACN Notice of Extraordinary General Meeting to be held at Date: 25 August 2017 Time: 10.00am Place: Thomson Geer Lawyers, Level 16, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 This is an important document and requires your attention This document should be read in its entirety. If you are in any doubt about how to deal with this document, please consult your legal, financial or other professional advisor.

2 Notice of Extraordinary General Meeting Notice is given that an Extraordinary General Meeting of shareholders of Redflow Limited ACN (Company) will be held at 10.00am on 25 August 2017 at Thomson Geer Lawyers, Level 16, Waterfront Place, 1 Eagle Street, Brisbane QLD This Notice of Meeting should be read in conjunction with the attached Explanatory Memorandum and is accompanied by a Proxy Form for those shareholders wishing to vote by proxy. Business of the Meeting Resolution 1 Ratification of Tranche 1 Placement To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: 'That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, shareholders ratify and approve the issue of 58,161,846 fully paid ordinary shares in the Company at an issue price of $0.10 per share, which raised $5,816, as detailed in the ASX announcement dated 14 July 2017 and as set out in the Explanatory Memorandum.' Voting Exclusion Statement The Company will disregard any votes cast on this resolution by a person who participated in the issue and any associate of that person. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) 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. Resolution 2 Approval of proposed Tranche 2 Placement To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: 'That for the purposes of ASX Listing Rule 7.1, and for all other purposes, the shareholders of the Company approve the issue of 44,888,154 fully paid ordinary shares in the Company at an issue price of $0.10 per share to raise the sum of $4,488, as detailed in the ASX announcement dated 14 July The issue will be made by way of placement to sophisticated and professional investors on the terms set out in the Explanatory Memorandum.' Voting Exclusion Statement The Company will disregard any votes cast on this resolution by any person, and any associates of that person, who may participate in the proposed issue, and any person who might obtain a benefit, except solely in the capacity of a holder of ordinary securities and any associates of those persons. However, the Company need not disregard a vote if: (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or (b) 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. 1

3 Resolution 3 Approval for issue of shares to a Director Howard Stack To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: That for the purpose of Listing Rule and for all other purposes, approval be given for the issue of 1,000,000 fully paid ordinary shares in the Company at an issue price of $0.10 per share to Howard Stack or his nominee to raise $100,000 on the terms and conditions set out in the Explanatory Memorandum. Voting Exclusion Statement The Company will disregard any votes cast on this resolution by Mr Stack or any person who is to receive securities the subject of this resolution and any associates of those persons. However, the Company need not disregard a vote if: (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or (b) 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. Resolution 4 Approval for issue of shares to a Director David Knox To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: That for the purpose of Listing Rule and for all other purposes, approval be given for the issue of 500,000 fully paid ordinary shares in the Company at an issue price of $0.10 per share to David Knox or his nominee to raise $50,000 on the terms and conditions set out in the Explanatory Memorandum. Voting Exclusion Statement The Company will disregard any votes cast on this resolution by Mr Knox or any person who is to receive securities the subject of this resolution and any associates of those persons. However, the Company need not disregard a vote if: (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or (b) 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. Resolution 5 Approval for issue of shares to a Director Richard Aird To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: 1 That for the purpose of Listing Rule and for all other purposes, approval be given for the issue of 200,000 fully paid ordinary shares in the Company at an issue price of $0.10 per share to Richard Aird or his nominee to raise $20,000 on the terms and conditions set out in the Explanatory Memorandum. Voting Exclusion Statement The Company will disregard any votes cast on this resolution by Mr Aird or any person who is to receive securities the subject of this resolution and any associates of those persons. However, the Company need not disregard a vote if: (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or (b) 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. 2

4 Resolution 6 Approval for issue of shares to a Director Bruce Brown To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: That for the purpose of Listing Rule and for all other purposes, approval be given for the issue of 250,000 fully paid ordinary shares in the Company at an issue price of $0.10 per share to Bruce Brown or his nominee to raise $25,000 on the terms and conditions set out in the Explanatory Memorandum. Voting Exclusion Statement The Company will disregard any votes cast on this resolution by Mr Brown or any person who is to receive securities the subject of this resolution and any associates of those persons. However, the Company need not disregard a vote if: (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or (b) 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. Resolution 7 Approval for issue of shares to Hackett CP Nominees Pty Ltd To consider and, if thought fit, to pass, with or without amendment the following resolution as an ordinary resolution: That for the purpose of Listing Rule and for all other purposes, approval be given for the issue of 40,000,000 shares to Hackett CP Nominees Pty Ltd at an issue price of $0.10 per share on the terms and conditions set out in the Explanatory Memorandum. Voting Exclusion Statement The Company will disregard any votes cast on this resolution by Mr Simon Hackett or any person who is to receive securities the subject of this resolution and any associates of those persons. However, the Company need not disregard a vote if: (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or (b) 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. Dated: 26 July 2017 By order of the Board. Richard Aird Company Secretary 3

5 Notes 1 The Directors have determined pursuant to Regulation of the Corporations Regulations 2001 (Cth) that the shareholding of each member for the purposes of ascertaining their voting entitlements at the Extraordinary General Meeting will be as it appears in the share register at 7.00pm (Sydney time) on 23 August Accordingly, those persons are entitled to attend and vote at the meeting. 2 If you are eligible, you may vote by attending the meeting in person or by proxy or attorney. A member who is a body corporate may appoint a representative to attend and vote on its behalf. 3 To vote by proxy, please complete, sign and return the enclosed proxy form in accordance with the following instructions. If you require an additional proxy form, the Company will supply it on request. 4 A member who is entitled to vote at the meeting, may appoint one proxy if the member is only entitled to one vote or one or two proxies if the member is entitled to more than one vote. A proxy need not be a member of the Company. 5 Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes, in which case any fraction of votes will be disregarded. 6 The proxy form must be signed by the member or the member s attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation. 7 To be effective, the proxy form and the power of attorney or other authority (if any) under which it is signed or a certified copy, must be received by the Company at least 48 hours before the time for holding of the meeting or any adjourned meeting: (a) By mail c/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235; (b) Online at Login to the Link website using the details as shown on the proxy form. Select 'Voting' and follow the prompts to lodge your vote. To use the online voting facility, Securityholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form); or (c) By facsimile to Any proxy form received after this deadline including at the meeting will be treated as invalid. 9 The Chairman intends to vote all undirected proxies in favour of the Resolutions. 4

6 Explanatory Memorandum This Explanatory Memorandum has been prepared to assist shareholders with their consideration of the resolutions to be put to the Extraordinary General Meeting to be held at 10.00am on 25 August 2017 at Thomson Geer Lawyers, Level 16, Waterfront Place, 1 Eagle Street, Brisbane QLD The Explanatory Memorandum should be read with, and forms part of, the accompanying Notice of Extraordinary General Meeting. Capital Raising On 14 July 2017 the Company announced a $14.5 million equity raising comprised of: a placement to sophisticated and professional investors to raise up to a total of $10.5 million in two tranches, with the second tranche being subject to shareholder approval; and subject to shareholder approval, the issue of $4 million worth of shares to Hackett CP Nominees Pty Ltd, an entity associated with Redflow Executive Chairman, Mr Simon Hackett, by way of conversion of notes already issued. The Company notes that shareholders approved an enhanced placement capacity for the Company at the 2016 AGM. One of the listing rule conditions of the use of that enhanced placement capacity is that the share issue price cannot be at a discount of 25% or more of the volume weighted average market share price calculated over the 15 trading days immediately before the date on which the shares are agreed to be issued. This condition would not have been satisfied in this case. As a result, the placement shares could only be issued out of the Company's ordinary 15% placement capacity. As the Company did not have adequate ordinary placement capacity to issue all of the placement shares, the placement was structured in two separate tranches. The first tranche comprised shares which were within the Company's ordinary placement capacity and could be issued without shareholder approval. Those shares have been issued. The second tranche comprises shares which are outside the Company's ordinary placement capacity and accordingly cannot be issued without shareholder approval. In structuring the capital raising, the Board balanced various considerations including the cash position of the Company, the availability of capital, timing and complexity of the raising, market feedback and professional commercial advice. Ultimately, the Board concluded that the current capital raising structure was in the best interests of shareholders as a whole. The Board values the continuing support of shareholders and believes that Company is on the right strategic path and will be appropriately funded by the equity raising to achieve shareholder value. Background to resolutions Tranche 1 Placement - The Company has completed a placement of 58,161,846 shares to sophisticated, professional and other investors to whom no disclosure is required under the Corporations Act at an issue price of $0.10 per share. Ratification of the Tranche 1 Placement is the subject matter of Resolution 1. Tranche 2 Placement - Subject to shareholder approval, the Company will undertake a further placement of 44,888,154 shares in the Company on the same terms and conditions as the Tranche 1 Placement. Approval of the Tranche 2 Placement is the subject matter of Resolution 2. Director Placement - Subject to shareholder approval, at the same time as the Tranche 2 Placement, the Company will place 1,950,000 shares in the Company to four directors of the Company on the same terms as the Tranche 1 Placement and the Tranche 2 Placement. Approval of the Director Placement is the subject matter of Resolutions 3 to 6. 5

7 Note Conversion - Subject to shareholder approval, the Company will issue 40,000,000 shares to Hackett CP Nominees Pty Ltd on conversion of notes under an existing convertible note facility. Approval of the Note Conversion is the subject of Resolution 7. 1 Resolution 1 Ratification of Tranche 1 Placement 1.1 Tranche 1 Placement Pursuant to the Tranche 1 Placement, the Company issued 58,161,846 shares at an issue price of $0.10 per share (Tranche 1 Shares). 1.2 Regulatory requirements In general terms, Listing Rule 7.1 imposes a 15% cap on the number of shares that can be issued by the Company, without shareholder approval, in any 12 month period (15% Placement Capacity). As the Tranche 1 Shares were issued without shareholder approval, they reduce the Company's 15% Placement Capacity. Listing Rule 7.4 provides that an issue of shares made without the prior approval of shareholders may be treated as having been made with shareholder approval for the purposes of the Company's placement capacity under Listing Rule 7.1 if: (a) (b) at the time the issue took place, it did not breach Listing Rule 7.1; and the shareholders of the company, in general meeting, subsequently ratify the issue of the shares. The issue of the Tranche 1 Shares was made in accordance with Listing Rule 7.1 and accordingly, the Company seeks shareholder ratification in accordance with Listing Rule Effect of Shareholder ratification If Resolution 1 is passed, the issue of the Tranche 1 Shares will not reduce the Company's 15% Placement Capacity. 1.4 Information required by Listing Rule 7.5 The following information is required by ASX Listing Rule 7.5 for the purposes of Shareholder ratification under Listing Rule 7.4: Number of Tranche 1 Shares allotted Price at which Tranche 1 Shares were issued The basis on which allottees were determined The terms of the Tranche 1 Shares issued 58,161,846 $0.10 The Tranche 1 Shares were allotted to sophisticated investors (in accordance with sections 708(8) and (10) of the Corporations Act), professional investors (in accordance with section 708(11) of the Corporations Act) and other investors to whom no disclosure is required under the Corporations Act. All shares issued under the Tranche 1 Placement are fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company. 6

8 The use (or intended use) of the funds raised The funds raised will be to support the working capital requirements of the Company and the implementation of key and critical projects that flow from the strategic review process described in the Investor Presentation released on the ASX announcements platform on 14 July Voting exclusion A voting exclusion applies in relation to this resolution (see notes to Resolution 1). 1.6 Directors' recommendation The directors unanimously recommend that you vote in favour of this Resolution 1. 2 Resolution 2 Approval of proposed Tranche 2 Placement 2.1 Tranche 2 Placement Subject to shareholder approval, the Company proposes to issue 44,888,154 shares at an issue price of $0.10 per share (Tranche 2 Shares). 2.2 Regulatory requirements Listing Rule 7.1 provides that a listed entity must not issue equity securities that total more than 15% of its fully paid ordinary shares in a 12 month period unless such issue is approved by an ordinary resolution of shareholders. Resolution 2 seeks such an approval of the issue of the Tranche 2 Shares. 2.3 Effect of Shareholder approval If Resolution 2 is passed, as the issue of the Tranche 2 Shares will be made with shareholder approval, the placement capacity otherwise available to the Company under Chapter 7 of the ASX Listing Rules will not be reduced by the Tranche 2 Shares issued. 2.4 Information required by Listing Rule 7.3 The following information is required by ASX Listing Rule 7.3 for the purposes of Shareholder approval under Listing Rule 7.1: Maximum number of Tranche 2 Shares to be allotted When Tranche 2 Shares will be issued 44,888,154 Issue price for Tranche 2 Shares $0.10 The basis on which allottees will be determined No later than 3 months after the date of this meeting. The Tranche 2 Shares will be allotted to sophisticated investors (in accordance with sections 708(8) and (10) of the Corporations Act), professional investors (in accordance with section 708(11) of the Corporations Act) and other investors to whom no disclosure is required under the Corporations Act. 7

9 The terms of issue of the Tranche 2 Shares Intended use of the funds raised All shares to be issued under the Tranche 2 Placement will be fully paid ordinary shares in the Company that will rank pari passu and form one class with all other ordinary shares of the Company. The funds will be used for the same purposes as the proceeds of the Tranche 1 Placement. Issue date If approved, it is intended that the Tranche 2 Shares be issued on 30 August 2017, and in any event no later than 3 months after the date of this meeting. 2.5 Voting exclusion A voting exclusion applies in relation to this resolution (see notes to Resolution 2). 2.6 Directors' recommendation The directors unanimously recommend that you vote in favour of this Resolution 2. 3 Resolutions Approval of proposed Director Placement 3.1 Director Placement Howard Stack, David Knox, Richard Aird and Bruce Brown are each directors of the Company. Resolutions 3 to 6 propose that shareholders approve the allotment and issue a total of 1,950,000 shares in the Company to Howard Stack, David Knox, Richard Aird and Bruce Brown or their nominees (Director Shares). The terms and conditions of this placement are the same as the Tranche 1 Placement and the Tranche 2 Placement. 3.2 Regulatory requirements Listing Rule provides that a listed company must not issue or agree to issue equity securities to a related party (such as a director) without the approval of shareholders. Shareholder approval is required for the issue of the Directors Shares and is sought separately for each relevant director in Resolutions 3 to 6. If Resolution 3, 4, 5 or 6 is passed, Director Shares will be issued to the relevant directors named in the resolutions which have been passed. Resolutions 3 to 6 are not interdependent. 3.3 Effect of Shareholder approval Listing Rule 7.2 (exception 14) provides that no further approval is required under Listing Rule 7.1 for the issue of the securities to related parties which are approved under Listing Rule As the issue of the Director Shares will be made with shareholder approval, the placement capacity otherwise available to the Company under Chapter 7 of the ASX Listing Rules will not be reduced by the Director Shares issued. 8

10 3.4 Information required by Listing Rule The following information is required by ASX Listing Rule for the purposes of Shareholder approval under Listing Rule 10.11: Maximum number of Shares that may be acquired by the relevant directors Issue Price Terms of the issue Intended use of funds raised Date by which shares will be issued 1,950,000 shares as follows: Howard Stack: David Knox: Richard Aird: Bruce Brown 1,000,000 shares 500,000 shares 200,000 shares 250,000 shares $0.10 per share, which is the same as the issue price under the placement. All shares issued will be fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company. The funds will be used for the same purposes as the proceeds of the Tranche 1 Placement and the Tranche 2 Placement. If approved, it is intended that the shares be issued on or about 30 August 2017, and in any event no later than one month after the date of this Meeting. 3.5 Voting exclusion A voting exclusion applies in relation to each of Resolutions 3 to 6 (see notes to those Resolutions). 3.6 Directors recommendations The Directors (except Howard Stack) recommend that shareholders vote in favour of Resolution 3. The Directors (except David Knox) recommend that shareholders vote in favour of Resolution 4. The Directors (except Richard Aird) recommend that shareholders vote in favour of Resolution 5. The Directors (except Bruce Brown) recommend that shareholders vote in favour of Resolution 6. 4 Resolution 7 - Approval for Note Conversion 4.1 Note Conversion The principal sum subscribed by Hackett CP Nominees Pty Ltd under the convertible note facility described in the Company's announcements dated 29 March 2017 and 16 June 2017 is $4,000,000. No interest has accrued on the principal sum of the notes. Under the terms of the convertible note facility, if the Company secures binding commitments for an equity raising, the note principal and any accrued but unpaid interest convert automatically into ordinary shares at the same price as the offer price under the equity raising. The Tranche 1 Placement triggered the automatic conversion of the notes, subject to shareholder approval. 9

11 If shareholders do not approve of the issue of shares on conversion of the notes: (a) (b) (c) the notes will remain on issue; interest will accrue on the notes on and from 29 September 2017; and the notes must be redeemed by the Company, and the principal of the notes repaid, on the date which is 12 months after the date of issue of each note. The conversion price for the notes is $0.10, which is the same price as the issue price under the Tranche 1 Placement. As the face value of the outstanding notes is $4,000,000, approval is being sought for the issue of 40,000,000 fully paid ordinary shares in the Company to Hackett CP Nominees Pty Ltd on conversion of the notes (Conversion Shares). 4.2 Regulatory requirements Mr Simon Hackett is a director of the Company. Hackett CP Nominees Pty Ltd is a company controlled by Mr Hackett. Listing Rule provides that a listed company must not issue or agree to issue equity securities to a related party (such as an entity controlled by a director) without the approval of shareholders. 4.3 Effect of Shareholder approval If Resolution 7 is approved under Listing Rule 10.11, Listing Rule 7.2 (exception 14) provides that no further approval is required under Listing Rule 7.1, with the effect that the placement capacity otherwise available to the Company under Chapter 7 of the ASX Listing Rules will not be reduced by the shares issued. If all shareholder approvals sought under this Notice of Meeting are obtained and all of the Tranche 2 Shares, Director Shares and Conversion Shares are issued, Mr Hackett's interest in the Company is expected to change as follows: Shareholding before Tranche 1 Placement: 13.1% Shareholding after Tranche 1 Placement: 11.4% Shareholding after Tranche 2 Placement, Director Placement and Note Conversion: 17.0% 4.4 Information required by Listing Rule The following information is required by ASX Listing Rule for the purposes of Shareholder approval under Listing Rule 10.11: Maximum number of Shares that may be acquired by Hackett CP Nominees Pty Ltd Issue Price Terms of the issue Intended use of funds raised Date by which shares will be issued 40,000,000 shares $0.10 per share, which is the same as the issue price under the Tranche 1 Placement All shares issued will be fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company. The funds will be used to extinguish the debt owed by the Company pursuant to the convertible note facility. No fresh cash will be raised pursuant to this share issue. If approved, it is intended that the shares be issued on or about 30 August 2017, and in any event no later than one month after the general meeting. 10

12 4.5 Voting exclusion A voting exclusion applies in relation to this resolution (see notes to Resolution 7). 4.6 Recommendation of Directors The Directors (with Mr Hackett abstaining) recommend that shareholders vote in favour of this Resolution 7. 11

13 LODGE YOUR VOTE ONLINE RedFlow Limited ABN BY MAIL RedFlow Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000 ALL ENQUIRIES TO Telephone: PROXY FORM I/We being a member(s) of RedFlow Limited and entitled to attend and vote hereby appoint: *X * X APPOINT A PROXY the Chairman of the Meeting (mark box) OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy STEP 1 or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 10:00am on Friday, 25 August 2017 at Thomson Geer Lawyers, Level 16, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 (the Meeting) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain* For Against Abstain* STEP 2 1 Ratification of Tranche 1 Placement 2 Approval of proposed Tranche 2 Placement 3 Approval for issue of shares to a Director Howard Stack 5 Approval for issue of shares to a Director Richard Aird 6 Approval for issue of shares to a Director Bruce Brown 7 Approval for issue of shares to Hackett CP Nominees Pty Ltd STEP 3 4 Approval for issue of shares to a Director David Knox * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. SIGNATURE OF SHAREHOLDERS THIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company s constitution and the Corporations Act 2001 (Cth). RFX PRX1701A *RFX PRX1701A*

14 HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM YOUR NAME AND ADDRESS This is your name and address as it appears on the Company s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form. APPOINTMENT OF PROXY If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company. DEFAULT TO CHAIRMAN OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form. VOTES ON ITEMS OF BUSINESS PROXY APPOINTMENT You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF A SECOND PROXY You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company s share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. LODGEMENT OF A PROXY FORM This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 23 August 2017, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or: ONLINE Login to the Link website using the holding details as shown on the Proxy Form. Select Voting and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their Holder Identifier (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form). BY MAIL RedFlow Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX BY HAND delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138 or Level George Street Sydney NSW 2000 * During business hours (Monday to Friday, 9:00am 5:00pm) CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate Certificate of Appointment of Corporate Representative should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company s share registry or online at IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

15 RedFlow Limited ABN All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: Facsimile: ASX Code: RFX registrars@linkmarketservices.com.au Website: *X * X COMMUNICATIONS PREFERENCE FORM Everyone benefits from electronic securityholder communications. As an investor you will benefit from secure, convenient and prompt delivery of information by electing to receive your communications electronically which helps reduce the impact on the environment and costs associated with printing and sending materials by mail. To receive your securityholder communications electronically via your nominated address you can log on to the website: and follow the instructions provided. Alternatively please tick the option below, insert your address in the space provided and return the form. If you do not select the option you will receive your securityholder communications (excluding annual report) by post and we will advise you when the annual report is available on our website. SELECT YOUR PREFERENCE ONLINE OPTION All communications electronically, including notification of the annual report and payment statements (if applicable). I have provided my address below. My address is: Personal Information Collection Notification Statement: Link Group advises that personal information it holds about you (including your name, address, date of birth and details of the financial assets) is collected by Link Group organisations to administer your investment. Personal information is held on the public register in accordance with Chapter 2C of the Corporations Act Some or all of your personal information may be disclosed to contracted third parties, or related Link Group companies in Australia and overseas. Your information may also be disclosed to Australian government agencies, law enforcement agencies and regulators, or as required under other Australian law, contract, and court or tribunal order. For further details about our personal information handling practices, including how you may access and correct your personal information and raise privacy concerns, visit our website at for a copy of the Link Group condensed privacy statement, or contact us by phone on (free call within Australia) 9am 5pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy. RFX CPE003 *RFX CPE003*