Notice of general meeting

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1 Notice of general meeting MSL Solutions Limited ACN Notice is given that a general meeting of MSL Solutions Limited (Company) will be held at: Location Offices of McCullough Robertson Lawyers, Level 11, 66 Eagle Street, Brisbane, Qld, 4000 Date 17 March 2017 Time 9.00am (AEST) Special Business Resolution 1: Share consolidation To consider and, if in favour, pass the following resolution as an ordinary resolution: 1 That, in accordance with section 254H Corporations Act 2001 (Cth) (Corporations Act), the 129,781,758 fully paid ordinary shares on issue in the Company, comprising all of the fully paid ordinary shares issued in the capital of the Company, may be consolidated into the number of ordinary shares calculated by the ratio determined by the board to facilitate the IPO of the Company, to be effective on the date of that determination by the board. Resolution 2: Option consolidation To consider and, if in favour, pass the following resolution as an ordinary resolution: 2 That the 18,300,000 options on issue in the Company, comprising all of the options currently issued by the Company, may be consolidated into the number of options calculated by the ratio determined by the board to facilitate the IPO of the Company, to be effective on the date of that determination by the board. Dated: 24 February 2017 By order of the board Peter Williams Company Secretary, MSL Solutions Limited Notes (a) (b) (c) Subject to the Corporations Act, including section 250BD, a member who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy. The proxy need not be a member of the Company. A member who is 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. If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form. Notice of general meeting

2 (d) (e) (f) (g) A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative s appointment which must be lodged with or presented to the Company before the meeting. If the proxy form specifies the way the proxy is to vote on a particular resolution and the proxy is not the chair of the Meeting and a poll is demanded and either: (i) (ii) (iii) the proxy is not recorded as attending; or the proxy does not vote, the chair of the Meeting is deemed the proxy for that resolution. The Company has determined under regulation Corporations Regulations 2001 (Cth) that for the purpose of voting at the meeting or adjourned meeting, Shares are taken to be held by those persons recorded in the Company s register of shareholders as at 9.00am (AEST) Friday, 17 March If you have any queries on how to cast your votes, please contact the Company at samantha.gorry@mpowermsl.com. Notice of general meeting 2

3 Explanatory memorandum MSL Solutions Limited ACN The information in this Explanatory Memorandum forms part of the Notice of Meeting and should be read together with the Notice of Meeting. Resolution 1: Consolidation of shares 1 There are currently 129,781,758 fully paid ordinary shares on issue in the Company. 2 In accordance with section 254H Corporations Act, the Company may wish to cause the 129,781,758 fully paid ordinary shares on issue in the Company, comprising all of the fully paid ordinary shares issued in the capital of the Company, to be consolidated into the number of ordinary shares calculated by the ratio determined by the board to facilitate the IPO of the Company, to be effective on the date of that determination by the members. 3 It is anticipated that the ratio for the consolidation may be 1.5:1 per existing ordinary share. For example a ratio of 1.5:1 would result in a consolidation to give the Company approximately 86,521,172 ordinary shares prior to any issue under an IPO. 4 Any subdivision will not dilute any shareholder s interest in the Company. Each share will carry the same rights as the existing ordinary shares, including the right to vote and receive dividends. 5 The directors recommend that shareholders vote in favour of this resolution. Resolution 2: Consolidation of options 6 There are currently 18,300,000 options to acquire shares in the Company on issue. 7 The Company may wish to cause the 18,300,000 options on issue in the Company, comprising all of the options on issue by the Company, to be consolidated into the number of options calculated by the ratio determined by the board to facilitate the IPO of the Company, to be effective on the date of that determination by the members. 8 It is anticipated that the ratio for the consolidation may be 1.5:1 per existing option. For example a ratio of 1.5:1 would result in a consolidation to give the Company approximately 12,199,999 options on issue. 9 The following table, which is based on the number of Shares and options on issue at the date of this Notice of Meeting, provides an example of potential impact of the proposed consolidation on the Company s Shares and options. Consolidation basis (1.5:1) Pre-consolidation Post-consolidation Total Shares on issue 129,781,758 86,521,173 Total Options on issue Total (fully diluted basis) 18,300,000 12,199, ,081,758 98,721,172 Explanatory memorandum

4 10 Any subdivision will not dilute any option holder s interest in the Company. Each option will carry the same rights as the existing options as set out in the relevant option plan. 11 The directors recommend that shareholders vote in favour of this resolution. Instructions for completion of proxy form 2

5 MSL Solutions Limited ACN Proxy form All correspondence to: Company Secretary MSL Solutions Limited c/- McCullough Robertson Lawyers Level 11, 66 Eagle Street Brisbane, Qld, 4000 Section 1: Name and address of member Full name Address Section 2: Appointment of proxy I, being a member of the Company and entitled to attend and vote appoint the Chairman of the meeting (mark with an X ) OR Write here the full name of the person or body corporate you are appointing if this person is someone other than the Chairman of the meeting. or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the meeting, as my proxy to attend, to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit), and to act generally on my behalf, at the extraordinary general meeting of the Company to be held at: Location Offices of McCullough Robertson Lawyers, Level 11, 66 Eagle Street, Brisbane, Qld, 4000 Date 17 March 2017 Time 9.00am and at any adjournment or postponement of that meeting. Section 3: Voting instructions Voting directions to proxy please mark to indicate your directions. For Against Abstain* Resolution 1. Resolution 2. That, in accordance with section 254H Corporations Act 2001 (Cth) (Corporations Act), the 129,781,758 fully paid ordinary shares on issue in the Company, comprising all of the fully paid ordinary shares issued in the capital of the Company, may be consolidated into the number of ordinary shares calculated by the ratio determined by the board to facilitate the IPO of the Company, to be effective on the date of that determination by the board. That the 18,300,000 options on issue in the Company, comprising all of the options currently issued by the Company, may be consolidated into the number of options calculated by the ratio determined by the board to facilitate the IPO of the Company, to be effective on the date of that determination by the board. *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. If you have appointed the Chairman as your proxy (or the Chairman becomes your proxy by default), you acknowledge that the Chairman may exercise your proxy even if he or she has an interest in the outcome of the resolution, and that votes cast by him or her, other than as proxy holder, would be disregarded because of that interest. The Chairman intends to vote all undirected proxies in favour of the resolutions being passed. Section 4: Signing by member This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding) Sole Director and Sole Secretary Director/Company Secretary (delete one) Please provide the information below in case we need to contact you. Director Contact name Contact day time telephone Date / / Proxy form

6 Instructions for completion of proxy form Section 1: Name and address of member 1 Insert your name and address. If it is a joint holding, insert details of all holders. Section 2: Appointment of proxy 2 If you wish to appoint the Chairman of the meeting as your proxy, mark the first box with an X. If the person or body corporate you wish to appoint as your proxy is someone other than the Chairman of the meeting, write the full name of that person or body corporate in the second box. A proxy may be an individual or a body corporate. If you leave this section blank or your named proxy does not attend the meeting, the Chairman of the meeting will be your proxy. A proxy need not be a member of the Company. 3 If you are entitled to cast two or more votes at the general meeting, you are entitled to appoint 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. Alternatively you may copy this form. 4 To appoint a second proxy: (a) (b) on each of the first proxy form and second proxy form state the percentage of your voting rights or number of securities 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 one half of your votes, and fractions of votes will be disregarded); and return both forms in the same envelope. Section 3: Voting instructions 5 You may direct your proxy how to vote on an item of business by placing a mark in one of the three boxes opposite that item of business. All of your securities will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may decide whether or how to vote on that item. If you mark more than one box on an item, your vote on that item will be invalid. Section 4: Signing by member 6 You must sign this form as follows in the spaces provided: Individual Joint holding Power of Attorney Companies Where the holding is in one name, the member must sign. Where the holding is in more than one name, all of the members must sign. To sign under power of attorney, either the power of attorney must have already been lodged with the Company's share registry for notation or the original (or a certified copy) of the power of attorney must accompany this document. In the following cases, subject to the Company s constitution, the following person must sign: (a) (b) (c) (d) proprietary company with a sole director who is also the sole company secretary that person must sign; proprietary company with a sole director and no company secretary that person must sign; other companies two directors, or one director and one company secretary must sign; and foreign company in accordance with the laws of the jurisdiction of incorporation and constituent documents. Corporate representatives 7 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 registry. Proxy form

7 Section 5: Lodging of proxy 8 This proxy form (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not later than close of business on the date set out below, by mail, hand delivery, or facsimile. Last time and date for lodgment By mail or delivery 9.00am (AEST), 15 March 2017* Company Secretary MSL Solutions Limited c/- McCullough Robertson Lawyers Level 11, 66 Eagle Street Brisbane, Qld, 4000 By facsimile * Any proxy form received after that time will not be valid. Proxy form 2

Notice of Extraordinary General Meeting

Notice of Extraordinary General Meeting Freedom Oil and Gas Ltd ACN 128 429 158 To be held at 10:00am (AEST) on Tuesday, 27 March 2018 At the offices of McCullough Robertson Lawyers, Level 11 Central Plaza