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29METALS LIMITED Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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29
Metals
ASX ANNOUNCEMENT
Monday, 20 April 2026
2026 Annual General Meeting – Notice of Meeting
The 2026 Annual General Meeting ('AGM') of 29Metals Limited ('29Metals' or, the 'Company') will be held on Thursday, 21 May 2026, commencing at 10:30am (AEST).
Accompanying this release is the Notice of Meeting for the AGM, the Voting and Proxy Form, and the Online Meeting Guide for the AGM.
As set out in the Notice of Meeting, 29Metals' AGM will be conducted as a hybrid meeting, with shareholders able to attend and participate in person, or virtually via the online platform. Information regarding how shareholders may participate in the AGM, including:
- voting at the AGM; and
- asking questions at the AGM,
as well as how to obtain physical copies of the Notice of Meeting and other documents, including the 2025 Annual Report (separately released today), is available on the dedicated AGM page on 29Metals' website at: https://www.29metals.com/investors/agm.
- ENDS -
Authorised for release by the Company Secretary, Melinda Shiell
Enquiries
Kristian Stella
Group Executive, Corporate Development
t: +61 409 338 517
29Metals Limited (ABN 95 650 096 094) (ASX: 29M)
Head office: Suite 2, Level 19, North Tower, 80 Collins Street, Melbourne, VIC 3000
Discipline, Delivery, Progress
29
Metals
29Metals Limited
ACN: 650 096 094
The 2026 Annual General Meeting ('AGM') of 29Metals Limited ('29Metals' or, the 'Company') will be held at Le Meridien Hotel, 20 Bourke Street, Melbourne, VIC 3000, and virtually at https://meetings.openbriefing.com/29magm26 on Thursday, 21 May 2026, commencing at 10:30am (AEST).
29Metals shareholders ('Shareholders') wishing to participate are encouraged to visit the AGM page on our website at https://www.29metals.com/investors/agm for information on how to participate, including how to attend, vote and ask questions.
20 April 2026
Dear Shareholder,
On behalf of the Board of Directors of 29Metals Limited, I am pleased to invite you to the 2026 Annual General Meeting.
My fellow Directors and I are looking forward to engaging with Shareholders, either in person at the AGM or online, and I encourage you to participate.
We invite Shareholders to attend the AGM where the Board and Management team will update Shareholders about the Company's 2025 performance and priorities for 2026 and beyond.
AGM Details
The AGM will be held on Thursday, 21 May 2026, commencing at 10:30am (AEST) and will be conducted as a hybrid meeting. Shareholders can participate in the AGM in person or virtually via the online platform. Details regarding how to participate in the AGM are set out below.
Shareholders should monitor the 29Metals website and the ASX announcements platform where updates will be provided (if necessary) in relation to the holding or conduct of the AGM.
Attending the AGM in person – how to find us
The AGM will be held physically at Le Meridien Hotel, 20 Bourke Street, Melbourne, VIC 3000. The venue is easily accessible from Parliament train station and there are multiple parking stations located within walking distance.
29Metals 2026 Annual General Meeting – Notice of Meeting
Participating in the AGM virtually
You may also participate in the AGM virtually through the online platform available at https://meetings.openbriefing.com/29magm26. We recommend logging onto the online platform at least 15 minutes prior to the scheduled start time. The online platform will allow Shareholders to view the meeting, ask questions and vote in real time. An Online Meeting Guide on how to use the online platform is available on 29Metals' website at https://www.29metals.com/investors/agm.
Voting before the AGM
You may enter your vote on the items of business ahead of the AGM online at https://au.investorcentre.mpms.mufg.com or by completing and returning the Voting and Proxy Form no later than 10.30am (AEST) on Tuesday, 19 May 2026.
The details on how to do this are set out in the Notice of Meeting and on the Voting and Proxy Form.
Questions and comments
While Shareholders as a whole will have a reasonable opportunity to ask questions or make comments during the AGM, I encourage you to submit questions and comments online ahead of the AGM. Where questions and comments are provided in advance of the meeting, there may be an opportunity to address matters raised in the presentations and addresses at the AGM.
All questions and comments must be received by 5.00pm (AEST) on Thursday, 14 May 2026 (see page 7 for further information). Please note that individual responses will not be sent to Shareholders.
If you have not already done so, I encourage you to elect to receive electronic Shareholder communications. By making this election, you will assist the Company in communicating with you. You can do this by logging into the Investor Centre at https://au.investorcentre.mpms.mufg.com/ and selecting 'Electronic Communications' under the 'Communications' tab or contacting 29Metals' Share Registry directly.
On behalf of the Board, I thank you for your continuing support and look forward to welcoming you to our 2026 AGM.
Yours faithfully
Owen Hegarty OAM
Chair
Board of Directors
29Metals 2026 Annual General Meeting – Notice of Meeting
ITEMS OF BUSINESS
Financial Statements and Reports
To receive and consider the Financial Statements of the Company and its controlled entities for the year ended 31 December 2025, together with the Directors’ Report, the Sustainability Report and the Independent Auditor’s Report.
Note: there is no requirement for Shareholders to approve the financial statements and reports.
Resolutions
1. Remuneration Report
To consider and, if thought fit, pass as a non-binding ordinary resolution:
“That the Remuneration Report for 29Metals Limited for the year ended 31 December 2025, as set out in the Directors’ Report, be adopted.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or 29Metals.
Note: a voting exclusion statement applies to this resolution. Refer to Resolution 1 in the Explanatory Notes.
2. Election and Re-Election of Directors
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
a. “That Francis ‘Creagh’ O’Connor who will retire and stand for re-election pursuant to Article 10.3(b)(iii) of the Company’s Constitution, being eligible, be re-elected as a Director of the Company.”
b. “That Nicholas ‘Nick’ Cernotta who will retire and stand for election pursuant to Article 10.3(b)(ii) of the Company’s Constitution, being eligible, be elected as a Director of the Company.”
c. “That Ashish Gupta who will retire and stand for election pursuant to Article 10.3(b)(ii) of the Company’s Constitution, being eligible, be elected as a Director of the Company.”
The Explanatory Notes accompanying this Notice of Meeting provide additional information regarding the above items of business and form part of this Notice of Meeting.
By Order of the Board
Melinda Shiell
Company Secretary
29Metals Limited
20 April 2026
29Metals 2026 Annual General Meeting – Notice of Meeting
IMPORTANT INFORMATION – PARTICIPATION AND VOTING
Determining if you are eligible to vote and participate at the AGM
| Investor | Eligibility |
|---|---|
| Shareholder | In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), registered holders of shares of 29Metals as at 7.00pm (AEST) on Tuesday, 19 May 2026, will be entitled to participate in and vote at the AGM. |
| Joint holder | If more than one joint holder of shares participates in the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted. |
How to vote
If you are entitled to participate in and vote at the AGM, you can vote your shares in one of the following ways. 29Metals reserves the right to declare a Voting and Proxy Form invalid if it is not received in either of these ways.
Shareholders are encouraged to call 29Metals' share registry, MUFG Corporate Markets (AU) Limited (MUFG Corporate Markets), if you have any questions regarding submitting your votes, by phoning 1300 554 474 (within Australia) or +61 1300 554 474 (Overseas).
| Voting Option | Details | Steps |
|---|---|---|
| Online, prior to the AGM | You may appoint a proxy or vote your shares online prior to the AGM. | Go to http://au.investorcentre.mpms.mufg.com |
| To be effective, your proxy appointment or votes must be entered online no later than 10.30am (AEST) on Tuesday, 19 May 2026. | ||
| By Post or Fax, prior to the AGM | Direct Vote | |
| Shareholders may cast a Direct Vote by completing Section A of the Voting and Proxy Form and delivering it to 29Metals prior to the AGM. | ||
| Shareholders should complete their voting directions by selecting 'FOR' or 'AGAINST' or 'ABSTAIN' for each resolution on the Voting and Proxy Form. | Completed Voting and Proxy Forms may be posted to: | |
| 29Metals Limited | ||
| C/- MUFG Corporate Markets (AU) Limited | ||
| Locked Bag A14 | ||
| Sydney South, NSW 1235 | ||
| Australia |
Alternatively, completed Voting and Proxy Forms may be faxed to:
+61 2 9287 0309
To be effective, your completed Voting and Proxy Form must be received by 29Metals no later than 10.30am (AEST) on Tuesday, 19 May 2026. |
| | Appoint a Proxy
Alternatively, Shareholders may appoint a proxy to vote and act on your behalf at the AGM. A proxy need not be a Shareholder and can be an individual or a body corporate.
If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes that each proxy is appointed to exercise. If your appointment does not specify the proportion or number of your voting rights, each proxy may exercise half of your votes.
To appoint a proxy, Shareholders should complete Section B of the enclosed Voting and Proxy Form.
Unless you inform us otherwise prior to the start of the AGM, if you have appointed a proxy and subsequently attend the meeting (online or in person), your proxy's authority to speak and vote at the meeting will be suspended while you are present at the meeting.
If you appoint the Chair of the AGM as your proxy, or the Chair becomes your proxy by default, and you do not direct your proxy how to vote on Resolution 1 then by submitting the Voting and Proxy Form you will be expressly authorising the Chair to exercise your proxy on the relevant resolution, even though the resolution is connected, directly or indirectly, with the remuneration of 29Metals' Key Management Personnel ('KMP'). | |
29Metals 2026 Annual General Meeting – Notice of Meeting
| Voting Option | Details | Steps |
|---|---|---|
| If no direction is given on a resolution or if Section A and Section B are both completed on the Voting and Proxy Form, then the Chair of the AGM will become your proxy by default. |
It is intended that proxies in favour of the Chair of the AGM, or undirected proxies, will be voted by the Chair of the AGM in accordance with the voting intentions stated on page 7. | |
| Attending the AGM – Virtually | You may vote during the AGM by attending the AGM virtually. You can do this by logging into the online platform at https://meetings.openbriefing.com/29magm26, where you will be able to register and vote online, in real time, during the AGM.
You should ensure that you have access to a laptop, computer, tablet or mobile device and be connected to the internet to use the virtual AGM facility. | Registration for the online platform will commence from 10.00am (AEST) on Thursday, 21 May 2026.
Shareholders
When you log into the online platform at https://meetings.openbriefing.com/29magm26, you will be invited to register as a Shareholder or proxy holder and once registered, you will be able to vote your shares or the shares you represent as proxy. To register as a Shareholder, you will need to provide your Shareholder number and the postcode for your shareholding.
IMPORTANT: to join the online platform, you must have your Shareholder number (being your HIN or SRN) available. If you need assistance in locating your Shareholder number, please contact MUFG Corporate Markets on 1300 554 474 where they may assist you or direct you to your broker (if applicable).
Proxy holders
A proxy who is attending virtually (online) will need a proxy number, issued by MUFG Corporate Markets, to register to vote. The share registry, MUFG Corporate Markets, will endeavour to provide confirmation of the proxy number to nominated proxy holders to the registered email address of the appointing Shareholder the day prior to the AGM.
If you experience any technical difficulties during the AGM, please contact MUFG Corporate Markets by phoning: 1800 990 363.
More information on how to use the online platform is available in the Online Meeting Guide which is available on 29Metals' website at https://www.29metals.com/investors/agm. |
| Attending the AGM – Physically | If you attend the AGM in person, you will be able to register and vote at the AGM by attending Le Meridien Hotel, 20 Bourke Street, Melbourne, VIC 3000. | Registration will commence from 10.00am (AEST) on Thursday, 21 May 2026.
To facilitate a smooth registration, please bring a copy of your holding statement or Voting and Proxy Form with you on the day. |
Power of attorney
If you appoint an attorney to act on your behalf at the AGM, your appointment must be made by a duly executed power of attorney. The power of attorney (or a certified copy of it) must be received by 29Metals' share registry no later than 10.30am (AEST) on Tuesday, 19 May 2026, unless it has been previously provided.
Corporate representatives
A body corporate which is a Shareholder, or which has been appointed as a proxy, must ensure that it appoints an individual as its representative in accordance with section 250D of the Corporations Act 2001 (Cth) ('the Corporations Act') to exercise its powers at the AGM. 29Metals requires written proof of the representative's appointment to be lodged with, or presented to, 29Metals prior to the AGM. Please
29Metals 2026 Annual General Meeting – Notice of Meeting
provide your appointment documentation to 29Metals' share registry before the commencement of the meeting, unless it has previously been provided.
Please contact 29Metals' share registry to obtain the relevant corporate representative documentation before the AGM by calling 1300 554 474.
Voting exclusions
Voting exclusions apply to Resolution 1 as set out below.
Resolution 1
The Company will disregard any votes cast on Resolution 1:
- by or on behalf of a member of KMP whose remuneration details are included in the Remuneration Report for the year ended 31 December 2025, or their closely related parties, regardless of the capacity in which the vote is cast; and
- by a person who is a member of KMP as at the date of the AGM, or their closely related parties as proxy,
unless the vote on Resolution 1 is cast as a proxy on behalf of a person entitled to vote on Resolution 1:
- in accordance with a direction in the Voting and Proxy Form; or
- by the Chair of the AGM pursuant to an express authorisation to exercise the proxy, even though Resolution 1 is connected with the remuneration of KMP.
How you can ask questions and make comments
Before the AGM
Shareholders are invited to submit questions in advance of the AGM. If you wish to submit questions or comments to 29Metals or the external auditor before the AGM, questions must be received by 5.00pm (AEST) on Thursday, 14 May 2026.
Online: go to https://au.investorcentre.mpms.mufg.com
Post or Fax: complete and submit the enclosed Question Form to:
29Metals Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South, NSW 1235 Australia
+61 2 9287 0309
Written questions to the auditor must be in relation to the content of the auditor's report or the conduct of the audit. Please note that individual responses will not be sent to Shareholders.
Voting intentions
The Chair of the AGM intends to vote all available proxies in favour of all Resolutions.
Voting on each of the proposed Resolutions at the AGM will be conducted by a poll.
During the AGM
During the AGM, as a whole, Shareholders and proxyholders will have a reasonable opportunity to ask questions or make comments on all items of business. Online participants can ask questions in writing via the online platform at https://meetings.openbriefing.com/29magm26.
Shareholders and proxyholders who would prefer to ask verbal questions during the meeting can do so by dialling 1800 497 114 (within Australia) or +61 2 9189 1123 (outside Australia). For verification purposes, Shareholders and proxyholders will require a PIN code before calling this number during the AGM. A PIN can be obtained by contacting MUFG Corporate Markets on 1300 990 363 (within Australia) or +61 1300 990 363 (Overseas) at any time before or during the AGM.
More information on how to use the online facility (including the question telephone line) is available in the Online Meeting Guide which is available on 29Metals' website at https://www.29metals.com/investors/agm.
The Chair of the AGM will seek to address as many of the more frequently raised topics as possible. It is not uncommon for a number of Shareholders to ask the same or similar questions. To facilitate the orderly conduct of the meeting and ensure that, as a whole, all Shareholders have a reasonable opportunity to participate, questions may be moderated or grouped together to avoid repetition and to make them more concise.
Technical difficulties
Technical difficulties may arise during the AGM. The Chair of the AGM has discretion as to whether and how the AGM should proceed if a technical difficulty arises. In exercising their discretion, the Chair of the AGM will have regard to the number of Shareholders impacted and the extent to which participation in the business of the AGM is affected. Where they consider it appropriate, the Chair of the AGM may continue to hold the AGM and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, if Shareholders have already decided how they will cast their vote, they are encouraged to lodge a direct vote or directed proxy by 10.30am (AEST) on Tuesday, 19 May 2026 even if they plan to attend the AGM.
If you experience any technical difficulties during the AGM, please contact MUFG Corporate Markets by phoning 1800 990 363.
29Metals 2026 Annual General Meeting – Notice of Meeting
EXPLANATORY NOTES
These Explanatory Notes have been prepared in relation to the items of business to be conducted at the AGM.
The purpose of these Explanatory Notes is to provide Shareholders with the information that is reasonably required by Shareholders to decide how to vote upon the resolutions being put forward at the AGM.
Resolutions 1 and 2 are ordinary resolutions which require a simple majority of votes cast by Shareholders entitled to vote on the Resolution.
Financial Statements and Reports
The Corporations Act requires that:
- the reports of the Directors and Auditor;
- the Sustainability Report; and
- the Annual Financial Report, including the Financial Statements of the Company for the year ended 31 December 2025,
to be laid before the AGM. Neither the Corporations Act nor the Company's Constitution require a vote of Shareholders on the reports or statements. However, Shareholders as a whole will be given an opportunity to raise questions or comments on the management of the Company.
Shareholders as a whole will also have a reasonable opportunity to ask the Company's auditor, Ernst & Young, questions regarding the conduct of the audits, the preparation and content of the Independent Auditor's Report, the accounting policies adopted by the Company in the Financial Report, the policies adopted by the Company in relation to the preparation of the Sustainability Report and the independence of the auditor.
The Company's Annual Financial Report for the year ended 31 December 2025 (including the Directors' Report, the Sustainability Report, and the Independent Auditor's Report) is included in the Company's 2025 Annual Report. Shareholders can access a copy of the Company's 2025 Annual Report via the Company's website at:
https://www.29metals.com/investors/agm.
Resolution 1
Adopt 2025 Remuneration Report
The Company's 2025 Remuneration Report is set out on pages 97-115 of the Company's 2025 Annual Report and outlines the remuneration policies of the Company and reports on the remuneration arrangements and outcomes for the Company's key management personnel ('KMPs') during the year ended 31 December 2025.
Shareholders as a whole will have a reasonable opportunity at the AGM to ask questions about, or make comments on, the Company's 2025 Remuneration Report.
The vote on the resolution is advisory only and does not bind the Directors or 29Metals. However, the Board will take into account the outcome of the vote when considering future remuneration arrangements.
Recommendation
The Directors unanimously recommend that Shareholders vote in favour of this Resolution.
Voting exclusion statement
Voting restrictions apply in relation to this Resolution and are described on page 7.
This section of page intentionally blank
29Metals 2026 Annual General Meeting – Notice of Meeting
29Metals 2026 Annual General Meeting – Notice of Meeting
Resolution 2
Election and Re-Election of Directors
Resolution 2(a)
Re-election of Director, Francis 'Creagh' O'Connor
Creagh O'Connor has served as a Non-Executive Director of 29Metals since 17 April 2023.
Creagh will retire from office and stand for re-election pursuant to Article 10.3(b)(iii) of the Company's Constitution and is eligible for re-election as a Director of the Company.
Creagh has more than 30 years' experience as an executive and adviser in the mining industry and investment banking.
Creagh is a current director and co-founder of GP Securities, a private investment group based in Adelaide. Through GP Securities, Creagh is a founding shareholder of EMR Capital, a specialist resources private equity manager, where Creagh is also currently a non-executive director and senior advisor.
Prior to co-founding GP Securities, Creagh held various executive and senior roles in investment banking and corporate advisory, including as Global Head of the Metals & Mining advisory group of Standard Chartered Bank following its acquisition of Gryphon Partners Pty Ltd in 2011, a boutique corporate advisory firm co-founded by Creagh in 2003.
Earlier executive and senior management roles included roles as head of corporate business development at formerly ASX-listed Normandy Mining Group (1993-2001) (ASX: NDY) and Executive Director of Australian Magnesium Corporation Limited (1996-2001) (ASX: ANM) and Managing Director of Queensland Metals Corporation Limited (1997-2000) (formerly ASX: QMC).
Creagh was previously a non-executive director of formerly ASX-listed Bondi Mining Limited (ASX: BOM) and Chesser Resources Limited (ASX: CHZ), Solstice Media Limited and the Queensland Mining Council.
Creagh is a member of 29Metals' Remuneration and Nominations Committee.
Taking into account the skills and experience that Creagh brings to the Board, the Board supports Creagh's re-election.
Recommendation
The Directors (with Creagh abstaining) unanimously recommend that Shareholders vote in favour of the Resolution.
Resolution 2(b)
Election of Director, Nicholas 'Nick' Cernotta
Nick Cernotta has served as an independent Non-Executive Director of 29Metals since 24 October 2025 and Deputy Chair since 11 December 2025.
Nick will retire from office and stand for election pursuant to Article 10.3(b)(ii) of the Company's Constitution and is eligible for election as a Director of the Company.
Nick is a mining engineer and has held senior operational and executive roles in Australia and overseas over a 40-year period. He has significant experience in the management, oversight and operation of large surface and underground resource projects, with a track record for improving safety performance through cultural leadership development, managing costs and improving operational efficiencies, across bulk, base and precious metal commodities, in several international jurisdictions and during challenging economic and geopolitical backdrops.
Nick served as Director of Operations at Fortescue Metals Group (ASX:FMG), Chief Operating Officer (Underground, International and Engineering) at MacMahon Holdings Limited (ASX:MAH) and as Director of Operations for Barrick (Australia Pacific) Pty Ltd, a subsidiary of Barrick Gold Corporation, with international assets in Africa, PNG and Saudi Arabia.
Nick is currently a Non-Executive Director of Northern Star Resources Ltd (ASX:NST), PLS Group Limited (ASX:PLS) and Critica Limited (ASX:CRI). He was previously Non-Executive Chairman of Panoramic Resources Limited (ASX: PAN) and ServTech Global Holdings Ltd and a Non-Executive Director of New Century Resources Ltd (ASX:NCZ).
Nick is a member of the Audit, Governance & Risk Committee and Sustainability Committee and Chair of the Technical Oversight Committee.
Appropriate background checks were completed on Nick before he was appointed to the Board, and no material adverse information was revealed by the checks.
Taking into account the skills and experience that Nick brings to the Board, the Board supports Nick's election.
Recommendation
The Directors (with Nick abstaining) unanimously recommend that Shareholders vote in favour of the Resolution.
29Metals 2026 Annual General Meeting – Notice of Meeting
Resolution 2(c)
Election of Director, Ashish Gupta
Ashish Gupta has served as a Non-Executive Director of 29Metals since 3 June 2025.
Ashish will retire from office and stand for election pursuant to Article 10.3(b)(ii) of the Company's Constitution and is eligible for election as a Director of the Company.
Ashish has over 20 years' experience in corporate finance and investing across various industries, including financial services, technology, media, natural resources, and infrastructure.
Ashish joined Tiga Investments Pte Ltd (Singapore) in 2019 as Managing Director and, since August 2021, Ashish has held the role of Commissioner of BUMA International Group Tbk (previously known as PT Delta Dunia Makmur Tbk), listed on the Indonesia Stock Exchange (IDX:DOID). Ashish is also on the board of directors of BUMA Australia Pty Ltd. In 2021 BUMA acquired the east-coast mining contracting business of Downer EDI. He is also a board member at The Executive Centre Ltd (Cayman), a premium flexible office business across Asia.
Previously, Ashish served as Managing Director and Partner at Farallon Capital Management (Singapore) from 2007 to 2019, where he played a pivotal role in private credit and private equity investments of Farallon Asia. He began his career as an investment banker at Goldman Sachs.
Ashish obtained a Bachelor of Commerce (Hons) from Shri Ram College of Commerce, New Delhi, and a Post Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad.
Appropriate background checks were completed on Ashish before he was appointed to the Board, and no material adverse information was revealed by the checks.
Taking into account the skills and experience that Ashish brings to the Board, the Board supports Ashish's election.
Recommendation
The Directors (with Ashish abstaining) unanimously recommend that Shareholders vote in favour of the Resolution.
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10
29
Metals
ACN 650 096 094
LODGE YOUR VOTE
ONLINE
https://au.investorcentre.mpms.mufg.com
BY MAIL
29Metals Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
ALL ENQUIRIES TO
Telephone: 1300 554 474
Overseas: +61 1300 554 474
X99999999999
VOTING AND PROXY FORM
I/We being a member(s) of 29Metals Limited and entitled to attend and vote hereby appoint:
A VOTE DIRECTLY
elect to lodge my/our vote(s) directly (mark box)
in relation to the Annual General Meeting of the Company to be held at 10:30am (AEST) on Thursday, 21 May 2026 (the Meeting), and at any adjournment or postponement of the Meeting.
You should mark "FOR" or "AGAINST" or "ABSTAIN" for each item.
OR
B APPOINT A PROXY
the Chair of the Meeting (mark box)
OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally 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 10:30am (AEST) on Thursday, 21 May 2026 (the Meeting) and at any postponement or adjournment of the Meeting.
Important for Resolution 1: If the Chair 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 Chair 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 Chair of the Meeting intends to vote undirected proxies in favour of each item of business.
The Meeting will be conducted as a hybrid event. You can participate by attending in person at Le Meridien Hotel, 20 Bourke Street, Melbourne, VIC 3000 or logging in online at https://meetings.openbriefing.com/29MAGM26 (refer to details in the online meeting guide). The Notice of Annual General Meeting can be viewed and downloaded at the Company's website at www.29Metals.com/investors/agm.
VOTING AND PROXY 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 (i.e. no later than 10:30am (AEST) on Tuesday, 19 May 2026).
Please read the voting instructions overleaf before marking any boxes with an ☐
Resolutions
For Against Abstain*
1 Adoption of Remuneration Report
2a Re-Election of Director, Francis 'Creagh' O'Connor
2b Election of Director, Nicholas 'Nick' Cernotta
2c Election of Director, Ashish Gupta
- If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf 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).
29M PRX2601N
HOW TO COMPLETE THIS SHAREHOLDER VOTING AND 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.
VOTING UNDER STEP 1 SECTION A
If you ticked the box under Box A you are indicating that you wish to vote directly. Please mark either "for", "against" or "abstain" for each item. If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chair of the Meeting as your proxy. Custodians and nominees may, with the Share Registrar's consent, identify on the Voting and Proxy Form the total number of votes in each of the categories "for", "against" or "abstain" and their votes will be valid. If you have lodged a direct vote, and then you attend the Meeting, your attendance will cancel your direct vote. The Chair's decision as to whether a direct vote is valid, is final.
VOTING UNDER STEP 1 SECTION B – APPOINTMENT OF PROXY
If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step 1 Section B. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that individual or body corporate in the space provided in Section B. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting in accordance with the voting directions will default to the Chair of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the Chair's voting intentions set out in this Voting and Proxy Form. If the Chair of the Meeting is or becomes your proxy, and you do not direct them how to vote for Resolution 1, then by submitting the Voting and Proxy Form, you will be expressly authorising the Chair of the Meeting to vote in respect of the relevant resolution even though it is connected with the remuneration of the Company's KMP.
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 they choose. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
If you are entitled to cast two or more votes, you may 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 Voting and 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 Voting and Proxy Form and the second Voting and 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.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting virtually the appropriate "Certificate of Appointment of Corporate Representative" must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.
LODGEMENT OF A VOTING AND PROXY FORM
This Voting and Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:30am (AEST) on Tuesday, 19 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Voting and Proxy Form received after that time will not be valid for the scheduled Meeting.
Voting and Proxy Forms may be lodged using the reply paid envelope or:
ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre using the holding details as shown on the Voting/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 MOBILE DEVICE
Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link
https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
QR Code
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
BY MAIL
29Metals Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235
Australia
BY FAX
+61 2 9287 0309
MUFG
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Online Meeting Guide
Before you begin
Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com
Supported browsers are:
- Chrome – Version 44 & 45 and after
- Edge – 92.0 and up
To attend and vote you must have your shareholder number and postcode.
Appointed Proxy: Your proxy number will be provided by MUFG before the meeting.
Please make sure you have this information before proceeding.
Corporate Markets
Online Meeting Guide
Step 1
Open your web browser and go to https://meetings.openbriefing.com/29MAGM26
Step 2
Log in to the portal using your full name, mobile number and email address.
Please read and accept the terms and conditions before clicking on the ‘Register and Watch Meeting’ button.
- On the left – a live webcast of the Meeting starts automatically once the meeting has commenced. If the webcast does not start automatically please press the play button and ensure the audio on your computer or device is turned on.
- On the right – the presentation slides that will be addressed during the Meeting
- At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download
Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.
1. Get a Voting Card
To register to vote – click on the ‘Get a Voting Card’ button.
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 shareholder number and postcode.
If you are an appointed Proxy, please enter the Proxy Number issued by MUFG in the PROXY DETAILS section. Then click the ‘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 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 view all resolutions.
Shareholders and proxies can submit either a Full Vote or Partial Vote.
Online Meeting Guide
MUFG
HELP NUMBER 1800 990 363
Ask a Question
Get a Voting Card
Exit Vote
Voting Card
Please complete your vote by selecting the required voting instruction (For, Against or Abstain) for each resolution. If you would like to complete a partial vote, please specify the number of votes for each resolution in the Partial Vote section. Proxy holder votes will only be applied to discretionary (undirected) votes. Directed votes will be applied as per the shareholder's voting instructions.
Full Votes
To 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 Votes
To submit a partial vote on a resolution ensure you are in the 'Partial Vote' tab. You can enter the number of votes (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 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 on the 'Submit Vote' or 'Submit Partial Vote' button.
Note: You can close your voting card 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.
Online Meeting Guide • 3
Online Meeting Guide
continued
2. How to ask a question
Note: Only verified Shareholders, Proxyholders and Corporate Representatives are eligible to ask questions.
If you have yet to obtain a voting card, you will be prompted to enter your shareholder number and postcode or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.
The ‘Ask a Question’ box will pop up and you have the option to type in a written question of ask an audio question over the phone line.
In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.
Click in the ‘Question’ section and type your question and click on ‘Submit’.
A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.
If your question has been answered and you would like to exercise your right of reply, you can submit another question.
Note, the company will do their best to address all questions.
3. Downloads
View relevant documentation in the Downloads section.
4. Voting closing
Voting will end 5 minutes after the close of the Meeting.
At the conclusion of the 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 submitted your vote, you should do so now.
Once voting has been closed all submitted voting cards cannot be changed.
Online Meeting Guide
Phone Participation
What you will need
a) Land line or mobile phone
b) The name of your holding/s
c) To obtain your unique PIN, please contact MUFG on +61 1800 990 363.
Joining the Meeting via Phone
Step 1
From your land line or mobile device,
call: +61 1800 497 114 (within Australia)
+61 2 9189 1123 (International)
Step 2
You will be greeted with a welcome message and provided instructions on how to participate in the Meeting. Please listen to the instructions carefully.
At the end of the welcome message you will be asked to enter your PIN followed by the hash key. This will verify you as a holder and allow you to ask a question and vote on the resolutions at the Meeting.
Step 3
You will be greeted by a moderator. Once the moderator has verified your details you will then be placed into a waiting room and will hear music playing.
Note, If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to vote or ask a question.
Step 4
At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.
Asking a Question
Step 1
When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.
Step 2
The moderator will ask you what item of business your question relates to. Let the moderator know if your question relates to General Business or the Resolution number.
Contact us
Australia
T +61 1800 990 363
Your question will be taken over the phone by the moderator, and will then be put into the online queue.
You will also be asked if you have any additional questions.
Step 3
When it is your time to ask your question, you will hear an auto prompt that your line has been unmuted and you can then start speaking.
Note, if at any time you no longer wish to ask your question, you can lower your hand by pressing *1 on your key pad. If you also joined the Meeting online, we ask that you mute your laptop or desktop device while you ask your question.
Step 4
Your line will be muted once your question has been answered.
MUFG0004.8 SVQP 01/25 ISS11