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METRO MINING LIMITED Explore | Define | Mine NOTICE OF 2020 AGM

MINING...proportion of the mine’s workforce. As a remote, but world-class mining, operation Bauxite Hills boasts state-of-the-art infrastructure which includes an all-weather airstrip,

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Page 1: MINING...proportion of the mine’s workforce. As a remote, but world-class mining, operation Bauxite Hills boasts state-of-the-art infrastructure which includes an all-weather airstrip,

METROMININGLIMITED

Explore | Define | Mine

NOTICE OF2020 AGM

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NOTICE OF ANNUAL GENERAL MEETING

Metro Mining Limited ASX: MMIACN 117 763 443

Notice is given that the Annual General Meeting of Metro Mining Limited (Metro) will be held:

Tuesday, 26 May 2020

11.00am AEST

Virtual Meeting via on-line platform https://agmlive.link/MMI20

CONTENTS

2. A message from our Chairman

3 The Bauxite HIlls Mine

5. Notice of Meeting

6. Explanatory Memorandum

2

Explore | Define | Mine

A MESSAGE FROM OUR CHAIRMAN

Dear Shareholders

On behalf of the Board, I am pleased to invite you to Metro’s Annual General Meeting to be held at 11.00am on Tuesday, 26 May 2020.

Due to constraints caused by the COVID-19 Pandemic and Government restrictions on in-person meetings, the 2020 AGM will be held on-line. Shareholders will be able to participate virtually via an on-line platform provided by our Share Registry Link Market Services. Information on how to join our AGM virtually is provided in the Virtual Meeting Online Guide contained in the package you received with this Notice of Meeting.

I will also present your Company’s Annual Report for the financial year ended 31 December 2019 via this platform, along with an overview of our important achievements during the year and update you on our vision, strategy and priorities for the coming year.

At the meeting, the formal business to be conducted includes:

• Receiving the Financial Statements andReports;

• Approving the Directors’ Remuneration Report;

• The Re-election of Director.

The enclosed shareholder voting form has instructions on how you can lodge your vote, or appoint a proxy to vote on your behalf, should you be unable to attend.

We look forward to your attendance at the meeting.

Yours faithfully,

Stephen EverettChairman | Metro Mining Limited

22 April 2020

Virtual Participation at the AGM

Metro Mining is pleased to provide Shareholders with the opportunity to participate in the AGM virtually via an online platform provided by our share registry Link Market Services https://agmlive.link/MMI20. Detailed instructions on how to join the AGM virtually are set out in the Virtual Meeting Online Guide contained in the package you received with this Notice of Meeting. The Virtual Meeting Online Guide is also available on our website as at 24 April 2020

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3

LOCAL EMPLOYMENT FOCUS The Bauxite Hills Mine employs approximately 250 people (including contracting partners) and has an indigenous workforce of around 33%* with 120 -140 people on-site at any one time. Metro provides regular direct charter flights, from Cairns and Bamaga, for all site personnel. Metro Mining focuses its employment in the local area and approximately 99% of Metro's Bauxite Hills Mine employees live in the Cape York region.

The Bauxite Hills Mine continues to exceed the Traditional Owner employment targets contained in the Ancillary Agreement. Metro is committed to our Traditional Owners and local communities who we regard as partners in this business.

BAUXITE SALES The Bauxite Hills Mine produced 3.5 Million WMT in the 2019 operating year, which runs between April to December. All production was sold and shipped to Chinese customers with all deliveries being made within the contractual specifications.

Metro’s long-term customer, Xinfa, bought approximately 2.3 Million WMT of Bauxite Hills 2019 production under their long–term off-take agreement with Metro. Under the Xinfa contract, prices received were linked to an RMB denominated alumina price index with pricing for the rest of 2019 product sales being linked to the prevailing spot market price.

Bauxite prices continued to remain relatively stable during 2019, with pricing ultimately under-pinned by the continued growth in Chinese demand. Despite uncertainties in global trade conditions China imported over 100Mt of bauxite in 2019 an 18Mt increase from 2018. In 2019 Australia and Guinea remained the two biggest suppliers of bauxite to China.

Metro’s marketing focus for 2020 year is on executing further long-term off-take agreements to support the planned expansion of the Bauxite Hills Mine to a 6.0 Million WMT per annum rate.

Explore | Define | Mine

METRO MINING LIMITED’S BAUXITE MINEMetro’s Bauxite Hills Mine is located adjacent to the Skardon River, north of Weipa on Western Cape York, in Queensland

Importantly, the mine enjoys strong community support with Native Title and Land Access Agreements in place covering the project and indigenous workers making-up a significant proportion of the mine’s workforce.

As a remote, but world-class mining, operation Bauxite Hills boasts state-of-the-art infrastructure which includes an all-weather airstrip, a modern camp plus haul and light vehicle roads.

Mining operations commenced in 2018 and, based on Metro’s current Mining Reserve, is expected to continue for a further 18-years until 2037.

A key advantage at Bauxite Hills is the simple mining operation required. As Metro’s bauxite is located near the surface it does not need blasting and after extraction the bauxite is trucked to the nearby Port and screened to 100mm.

Infrastructure at the Port of Skardon River includes a wharf, a barge loading facility and modern offices plus Metro has installed cyclone moorings, navigational aids and tidal gauges in the Skardon River.

After Metro’s bauxite is screened it is loaded onto barges and towed out to sea for transhipping into ocean going vessels bound for China.

In 2018 Metro shipped over 2.0 Million Wet Metric tonnes (WMT) of bauxite. In 2019 production was increased and 3.5 Million WMTs were sold and shipped to customers in China. The production target for 2020 has been increased to 4.0 Million WMT.

Metro aims to implement a planned Stage 2 Expansion to 6.0 Million tonnes from 2021. The key to this expansion is the addition of a floating terminal to make ship-loading more efficient, and enable the loading of larger vessels.

Metro’s Bauxite Hills Mine’s proximity to China has significant advantages including reduced travel and turnaround times. China’s demand outlook for bauxite imports remains strong.

SAFETYMetro’s continuous improvement to safety systems at the Bauxite Hills Mine remained an ongoing priority in 2019. Increased hazard and incident reporting have enabled timely and appropriate action to occur. In addition, a new Safety Health Management System was successfully implemented at the Mine in the last quarter.

In 2019 Metro significantly increased its annual work hours from 187,937 in 2018 to 514,860. A sound safety result for the year was recorded with only two lost time injuries reported during 2019 and Metro’s goal to achieve Zero lost time injuries in 2020 remains of paramount importance.

*at time of publication

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4

PROJECT OVERVIEW

Overview: Metro (100%)

Commodity: Bauxite

Mine Type: Surface mining

Contained Mineral: Reserves 109.5Mt*

Location: Cape York, Qld

Product Type: Direct Shipping Ore

Status: Operational

Resources: 138.2Mt*

OPERATIONAL OVERVIEW

Commenced Mining: April 2018

2018 Production: ~2.04M WMT

2019 Production: ~3.5M WMT

2020 Production Guidance: ~4.0M WMT

Operations: Mining & transhipment

Workforce: ~200 personnel

Mine Life: 18 years

Future Production: ~6M WMT pa (from 2021) **

Mine Life: 18 Years

*ASX Release 17 July 2019 & subject to mining depletion since July 2019** Subject to Board Approval.

KEY STATISTICS

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5

NOTICE OF MEETING

ORDINARY BUSINESSFinancial Statements and ReportsTo consider and receive the Financial Statements, the Directors’ Report and the Auditor’s Report for the year ended 31 December 2019.

Resolution 1: Adoption of 31 December 2019 Remuneration Report

To consider and, if in favour, pass the following resolution in accordance with section 250R(2) Corporations Act:

1 ‘That the Remuneration Report for the year ended 31 December 2019 be adopted.’

Note: This resolution is advisory only and does not bind the Company or the Directors. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the AGM when reviewing the Company’s remuneration policies.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this resolution.

Resolution 2: Re-election of Mr Mark SawyerTo consider and, if in favour, pass the following resolution as an ordinary resolution:2 ‘That Mr Mark Sawyer, who retires in

accordance with Listing Rule 14.4 and article 38.1(c) of Metro’s Constitution, and being eligible, be re-elected as a Director of Metro.’

Note: Information about the candidate appears in the Explanatory Memorandum.

22 April 2020

By order of the Board

Mitchell PetrieCompany SecretaryMetro Mining Limited

Notes(a) A Shareholder who is entitled to

attend and cast a vote at the meetingis entitled to appoint a Proxy.

(b) The Proxy need not be a Shareholderof Metro. A Shareholder who isentitled to cast two or more votes mayappoint two proxies and may specifythe proportion or number of voteseach Proxy is appointed to exercise.

(c) If you wish to appoint a Proxy and areentitled to do so, then complete andreturn the attached Proxy form.

(d) If the Proxy form specifies the waythe Proxy is to vote on a particularresolution the Proxy need not vote ona show of hands but if the Proxy doesso, it must vote as specified in theProxy form.

(e) If the Proxy has two or moreappointments that specify differentways to vote on the resolution theProxy must not vote on a show ofhands.

(f) If the Proxy is the Chair of the meeting,the Proxy must vote on a poll or mustvote the way specified in the Proxyform.

(g) If the Proxy is not the Chair of themeeting the Proxy need not vote onthe poll, but if the Proxy does so, theProxy must vote as specified in theProxy form.

(h) If the Proxy form specifies the waythe Proxy is to vote on a particularresolution and the Proxy is not theChair of the meeting and a poll isdemanded and either:

(i) the Proxy is not recorded asattending; or

(ii) the Proxy does not vote,the Chair of the meeting isdeemed the Proxy for thatresolution.

(i) A corporation may elect to appointa representative, rather than appointa Proxy, under the CorporationsAct in which case Metro will requirewritten proof of the representative’sappointment which must be lodgedwith or presented to Metro beforethe meeting.

(j) Metro has determined underregulation 7.11.37 CorporationsRegulations 2001 (Cth) that for thepurpose of voting at the Meeting oradjourned meeting, securities aretaken to be held by those personsrecorded in Metro’s register ofShareholders as at 7.00pm (Sydneytime) on Friday, 22 May 2020.

(k) If you have any queries on how tocast your votes call Mitchell Petrie(Company Secretary) on(07) 3009 8000 during business hours.

Voting RestrictionsResolution 1: Directors’ 31 December 2019 Remuneration ReportThe Company will disregard any votes cast on resolution 1:(a) by or on behalf of a member of the

Key Management Personnel (KMP)named in the Remuneration Report forthe year ended 31 December 2019,or a closely r elated party of that KMP,regardless of the capacity in whichthe vote is cast; and

(b) as Pr oxy of a member of the KMPat the date of the AGM, or a closerelated party of that KMP, unless thevote is cast as Proxy for a person whois entitled to vote on Resolution 1:(i) in accordance with their

directions on how to vote as setout in the Proxy appointment(e.g. for, against, abstain); or

(ii) by the Chairman of the AGMand the appointment of theChairman as Proxy expresslyauthorises the Chairman toexercise the Proxy even if thisresolution is connected directly orindirectly with the remunerationof a member of the KMP.

Voting Intentions of the ChairShareholders should be aware that the Chair of the Meeting intends to vote all undirected Proxies in favour of each item of business, subject to compliance with the Corporations Act.

Virtual Participation at the AGM

Metro Mining is pleased to provide Shareholders with the opportunity to participate in the AGM virtually via an online platform provided by our share registry Link Market Services https://agmlive.link/MMI20. Detailed instructions on how to join the AGM virtually are set out in the Virtual Meeting Online Guide contained in the package you received with this Notice of Meeting. The Virtual Meeting Online Guide is also available on our website as at 24 April 2020

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6

EXPLANATORY MEMORANDUMMetro Mining Limited ACN 117 763 443This Explanatory Memorandum accompanies the Notice of Annual General Meeting of Metro Mining Limited (Metro) to be held via on-line platform on Tuesday, 26 May 2020 at 11.00am (Brisbane time).

The Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on the Resolutions proposed and ought to be read in conjunction with the Notice of Meeting.

ORDINARY BUSINESSFinancial Statements and Reports1 The Corporations Act requires that the

report of the Directors, the Auditor’s report and the Financial Statements be laid before the Annual General Meeting. In addition, Metro’s Constitution provides for these reports to be received and considered at the meeting.

2 Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor Metro’s Constitution requires a vote of Shareholders at the Annual General Meeting on the Financial Statements and Reports.

3 Shareholders will be given reasonable opportunity at the meeting to raise questions and make comments on these reports.

4 In addition to asking questions at the meeting, Shareholders may address written questions to the Chairman about the management of Metro or to Metro’s Auditor, Ernst & Young, if the question is relevant to:

(a) the content of the Auditor’sReport; or

(b) the conduct of its audit ofthe Financial Report to beconsidered at the meeting.

Note: Under section 250PA(1) Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held.

5 Written questions for Ernst & Young must be delivered by 5.00pm on 20 May 2020, addressed to the Company Secretary, Metro Mining, GPO Box 10955, Brisbane, Qld 4000 or via email to [email protected].

6 The Financial Statements, the Directors’ Report and the Auditor’s Report are contained in the Annual Report and available on the Company’s website www.metromining.com.au.

Resolution 1: Directors’ 31 December 2019 Remuneration Report

7 Shareholders are asked to adopt the Remuneration Report of the Company for the financial year ended 31 December 2019. This Report is included in the Directors’ Report in the Company’s Annual Report and is available on the Company’s website www.metromining.com.au.

8 The Remuneration Report:

(a) Explains the Board’s policieson the nature and level ofremuneration paid to Directorsand Senior Executives withinthe Metro group;

(b) Discusses the link between theBoard’s policies and Metro’sperformance;

(c) Sets out the remuneration detailsfor each Director and for eachof Metro’s Senior Executives; and

(d) Makes clear that the basis forremunerating Non-ExecutiveDirectors is distinct from the basisfor remunerating executives.

9 The Chairman will give Shareholders a reasonable opportunity to ask questions about, or to make comments on, the Remuneration Report.

10 This Resolution is advisory only and not binding on the Company or the Directors. The Board will take the discussion at the meeting into consideration when determining the Company’s remuneration policy and appropriately respond to any concerns Shareholders may raise in relation to remuneration issues.

11 A voting exclusion applies to this Resolution, as set out earlier in this Notice of Meeting.

Directors’ Recommendation

12 As this Resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) of the Corporations Act, abstains from making a recommendation regarding this resolution.

Resolution 2: Re-election of Director

13 Article 38.1(c) of Metro’s Constitution requires that at each annual general meeting of the Company one-third of the Directors for the time being to stand for re-election, excluding the Managing Director, any Director who has served three years since last re-elected and any Director appointed to fill a casual vacancy or as an addition to the Board. If that numberis not a multiple of three, then the greater of one or the number nearest to one-third but not exceeding one third of the Directors are required to stand for re-election. Excluding Mr Simon Finnis, Managing Director, there are four other Directors in office, meaning that one of those Directors is required to retire in accordance with article 38.1(c) of Metro’s Constitution and Listing Rule 14.4. That Director is to be the Director who has served longest in office of the four Directors

14 Article 38.1(a) and Listing Rule 14.4 require any Director who will have served three years since last being re-elected to stand for re-election at the AGM. Article 38.1(b) of Metro’s Constitution and Listing Rule 14.4 requires any Director appointed to fill a casual vacancy since the last AGM to stand for re-election at the next AGM of the Company.

Resolution 2: Re-election of Mr Mark Sawyer

15 Mr Sawyer, a Non-Executive Director of Metro, retires in accordance with the Company’s Constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election as a Director.

16 Mr Sawyer was appointed Non-Executive Director of the Company on 28 July 2016 and last stood for re-election at the 2018 Annual General Meeting of the Company.

17 Mr Sawyer co-founded Greenstone Resources in 2013 after a 16-year career in the mining sector. Prior to establishing Greenstone Resources, Mr Sawyer was General Manager and Co-Head Group Business Development at Xstrata plc where he was responsible for originating, evaluating and negotiating new business development opportunities. Prior to Xstrata plc, Mr Sawyer held senior roles at Cutfield Freeman & Co, a boutique corporate advisory firm in the mining industry, and at Rio Tinto plc. Mr Sawyer holds a law degree and is also a graduate of the College of Law program (First Class Honours).

18 Mr Sawyer is a Director and a joint 50% owner of Greenstone Management Limited (GML). GML is the indirect owner of 100% of Greenstone Management (Delaware) II LLC which holds 273,388,740 ordinary shares in the Company.

19 Other Directorships currently held by Mr Sawyer include North River Resources Plc, Heron Resources Ltd, Serabi Gold (AIM/TSV) and Rockcliff Metals Corp.

Directors’ Recommendation

20 The Directors’ (with Mr Sawyer abstaining) recommend you vote in favour of Resolution 2.

EXPLANATORY MEMORANDUM

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Capitalised terms in this Notice of Meeting and Explanatory Memorandum have the meaning set out below:

AGM means an Annual General Meeting.

Annual General Meeting or Meeting means Metro’s Annual General Meeting the subject of this Notice of Meeting.

ASX means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires).

Board means the Board of Directors of Metro.

Company or Metro means Metro Mining Limited ACN 117 763 443.

Constitution means the Constitution of Metro.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the Directors of the Company.

Explanatory Memorandum means the Explanatory Statement accompanying the Resolutions contained in this Notice of Meeting.

KMP or Key Management Personnel means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).

Listing Rules means the listing rules of ASX.

Notice of Meeting means this Notice of Meeting and includes the Explanatory Memorandum.

Remuneration Report means the section of the Directors’ Report for the 2019 Financial Year that is included under section 300A(1) of the Corporations Act.

Resolution means a Resolution proposed in this Notice of Meeting.

Shareholder means a person who is a registered holder of Metro Shares.

GLOSSARY

DISCLAIMER

Forward-Looking Statement: Statements and material contained in this Notice, particularly those regarding possible or assumed future performance, production levels or rates, commodity prices, resources or potential growth of Metro Mining Limited, industry growth or other trend projections are, or may be, forward looking statements. Such statements relate to future events and expectations and, as such, involve known and unknown risks and uncertainties.

Although reasonable care has been taken to ensure that the facts stated in this Notice are accurate and or that the opinions expressed are fair and reasonable, no reliance can be placed for any purpose whatsoever on the information contained in this document or on its completeness. Actual results and developments may differ materially from those expressed or implied by these forward looking statements depending on a variety of factors. Nothing in this Notice should be construed as either an offer to sell or a solicitation of an offer to buy or sell shares in any jurisdiction.

Competent Person’s Statement: Technical information about the Bauxite Hills Mine and information in this report that relates to Exploration Results is based on information compiled by Neil McLean who is a consultant to Metro Mining and a Fellow of the Australian Institute of Mining and Metallurgy (F.AusIMM). Mr McLean has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr McLean consents to the inclusion in the report of the matters based on information in the form and context in which it appears.

Competent Person’s Statement: The information in this report that relates to Bauxite Hills Mine Mining and Reserves is based on information compiled by MEC Mining and reviewed by Edward Bolton, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Edward Bolton is full-time employee of MEC Mining Pty Ltd. Edward Bolton has sufficient experience that is relevant to the style of mineralization, type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Edward Bolton consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Competent Person’s Statement: The information in this report that relates to the Bauxite Hills Mine Mineral Resource is based on information compiled by Ed Radley who is a consultant to Metro Mining and a Member of the Austral Institute of Mining and Metallurgy (MAusIMM)). Mr Ed Radley has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Ed Radley has consented in writing for inclusion in this Report the matters based on the information in the form and context it appears.

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Explore | Define | Mine

Principal Registered Office: L2, 247 Adelaide St, Brisbane, Q 4000 GPO Box 10955 Adelaide St, Brisbane Q 4000

P: +61 7 3009 8000 F: +61 7 3221 4811

E: [email protected] W: metromining.com.au

Share Registry: Link Market Services L21, 10 Eagle Street, Q, 4000 | P: 1300 554 474

Auditor: Ernst & Young, 111 Eagle Street, Brisbane, Q 4000

ASX: Metro Mining Limited shares are listed on the Australian Securities Exchange Limited LTD | ASX Code: MMI

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MMI PRX2001C

*MMI PRX2001C*

I/We being a member(s) of Metro Mining Limited and entitled to attend and vote hereby appoint:PROXY FORM

STEP

1ST

EP 3

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).

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

LODGE YOUR VOTE

ONLINEwww.linkmarketservices.com.au

BY MAILMetro Mining LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia

BY FAX+61 2 9287 0309

BY HANDLink Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

ALL ENQUIRIES TO Telephone: +61 1300 554 474

STEP

2

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

* 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.

1 Adoption of 31 December 2019 Remuneration Report

2 Re-election of Mr Mark Sawyer

Resolutions

VOTING DIRECTIONS

For Against Abstain*

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 Annual General Meeting of the Company to be held at 11:00am (AEST) on Tuesday, 26 May 2020 (the Meeting) and at any postponement or adjournment of the Meeting.The Meeting will be conducted as a virtual meeting and you can participate by logging in: Online at <https://agmlive.link/MMI20> (refer to details in the Virtual Annual General Meeting Online Guide available at www.metromining.com.au and Notice of Meeting).Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP).The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

the Chairman of the Meeting (mark box)

APPOINT A PROXYOR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy

Name

Email

*X99999999999*X99999999999

ACN 117 763 443

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HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESSThis 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 PROXYIf 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 and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETINGAny 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, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENTYou 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 PROXYYou 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 INSTRUCTIONSYou 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.

CORPORATE REPRESENTATIVESIf a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must 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 www.linkmarketservices.com.au.

LODGEMENT OF A PROXY FORMThis Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (AEST) on Sunday, 24 May 2020, 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:

ONLINEwww.linkmarketservices.com.au

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).

BY MAILMetro Mining LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235Australia

BY FAX +61 2 9287 0309

BY HANDdelivering it to Link Market Services Limited* 1A Homebush Bay DriveRhodes NSW 2138

* During business hours (Monday to Friday, 9:00am–5:00pm)

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Virtual Annual General Meeting Online Guide

Part of Link Group | Corporate Markets

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2 • Link Market Services Virtual Annual General Meeting Online Guide

Step 1

Open your web browser and go to https://agmlive.link/MMI20

Virtual Annual General Meeting Online Guide

Before you begin

Ensure your browser is compatible. You can easily check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Safari – OS X v10.9 “Mavericks” & OS X v10.10 “Yosemite” and after

• Internet Explorer 9 and up (please note Internet Explorer 8 is not supported)

The virtual meeting is viewable from desktops and laptops. To attend and vote at the virtual annual general meeting you must have:

• ASX registered holders: Shareholder number and postcode

If you are an appointed proxy you will need your proxy number which will be provided by Link Market Services prior to the meeting. Please make sure you have this information before proceeding.

Step 2

Login to the portal using your full name, email address, and company name (if applicable).

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Annual General Meeting’ button. Once you have logged in you will see:

• On the left – a live video webcast of the Annual General Meeting

• On the right – the presentation slides that will be addressed during the Annual General Meeting.

Note: After you have logged in we recommend that you keep your browser open for the duration of the meeting. If you close your browser, your session will expire. If you attempt to log in again, you will be sent a recovery link via email for security purposes.

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Navigating

At the bottom of the webpage under the webcast and presentation there are three boxes. Refer to each section below for operating instructions.

1 Get a voting card

2 Ask a Question

3 Downloads

1. Get a voting card

To register to vote - click on the ‘Get a voting card’ box at the top of the webpage or below the videos.

This will bring up a box which looks like this.

If you are an individual or joint Shareholder you will need to register and provide validation by entering your details in the top section:

• ASX registered holders: Shareholder number and postcode

If you are an appointed Proxy, please enter the Proxy Number issued to you by Link Market Services in the PROXY DETAILS section. Once you have entered your appropriate details click the blue ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by Shareholders at the Annual General Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to scroll up or down to view all resolutions.

Shareholders and proxies can either submit a Full Vote or a Partial Vote. You can move between the two tabs by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of the voting card.

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Full VotesTo submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’, ‘Against’, or ‘Abstain’ voting buttons.

Partial VotesTo submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes you would like to vote (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes in a certain box it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click the blue ‘Cast Vote’ or ‘Cast Partial Vote’ button.

Note: You are able to close your voting card during the meeting without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’. This will reopen the voting card with any previous votes made.

If at any point you have submitted your voting card and wish to make a change while voting is still open you can do so by clicking the ‘Edit Card’ button and making the required change. Once you have completed your card select the blue ‘Cast Vote’ or ‘Cast Partial Vote’ button.

The voting card remains editable until the voting is closed at the conclusion of the Annual General Meeting. Once voting has been closed all voting cards, submitted and un-submitted, will automatically be submitted and cannot be changed.

At the conclusion of the Annual General Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time available to shareholders. Please make any changes required to your voting cards at this point and submit your voting cards.

If an additional resolution is proposed during the meeting, there will be a short delay while the resolution is added to the voting card. Once the resolution has been added you will be notified by the Chairman during the meeting. In order to vote on the extra resolution you will need to reopen your voting card to cast your vote by clicking the ‘Edit Card’ button.

Note: Registration for the Annual General Meeting and voting opens one hour before the meeting begins.

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2. How to ask a question

Note: Only shareholders are eligible to ask questions.

You will only be able to ask a question after you have registered to vote. If you would like to ask a question, click on the ‘Ask a Question’ box either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

In the ‘Regarding’ section click on the drop down arrow and select one of the following categories:

• General Business

• Resolution 1

• Resolution 2

• Resolution 3

• Resolution 4

• Resolution 5

• Resolution 6

After you have selected your question category, click in the ‘Question’ section and type your question.

When you are ready to submit your question - click the blue ‘Submit Question’ button. This will send the question to the Management/Board.

Note that not all questions are guaranteed to be answered during the Annual General Meeting, but we will do our best to address your concerns.

Once you have asked a question a ‘View Questions’ box will appear.

At any point you can click on ‘View Questions’ and see all the questions you have submitted. Only you can see the questions you have asked.

Note: You can submit your questions by this method one hour before the meeting begins, if you have registered to vote. You can continue to submit questions up until the close of voting.

If your question has been answered and you would like to exercise your right of reply, you can do so by submitting another question.

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3. Downloads

If you would like to see the Notice of Annual General Meeting or the Annual Report you can do so here.

AB

• To download the Notice of Meeting – click A

• To download the Annual Report – click B

When you click on these links the file will open in another tab in your browser.

Voting closing

Voting will close 5 minutes after the close of the Annual General Meeting.

At the conclusion of the Annual General Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not yet submitted your vote at this point, you will be required to do so now.

At the close of the meeting any votes you have placed will automatically be submitted.

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Contact us

AustraliaT 1300 554 474E [email protected]