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ADRIATIC METALS PLC Proxy Solicitation & Information Statement 2025

May 14, 2025

5033_agm-r_2025-05-14_5369c15b-f3c1-468a-9d15-a8ac71435e2f.pdf

Proxy Solicitation & Information Statement

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Need assistance?

Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online: www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be received by 9:00am (Perth, Australia time) on Monday, 16 June 2025.

CDI Voting Instruction Form

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI registered in your name at 5:00pm (Perth, Australia time) on Friday, 13 June 2025 entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

Lodge your Form:

XX

Online:

Lodge your vote online at

www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 184923

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

CDI Voting Instruction Form Please mark to indicate your directions

CHESS Depositary Nominees Pty Ltd will vote as directed

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Voting Instructions to CHESS Depositary Nominees Pty Ltd

At the Annual General Meeting of Adriatic Metals PLC to be held at the offices of Troutman Pepper Locke UK LLP, Second Floor, 201 Bishopsgate, London EC2M 3AB, United Kingdom on Wednesday, 18 June 2025 at 9:00am (London time)/4:00pm (Perth, Australia time) and at any adjournment of that meeting, I/We being a holder of CHESS Depositary Interests of Adriatic Metals PLC, hereby:

Please mark box A OR B with an 'X'

B

direct CHESS Depositary Nominees Pty Ltd (CDN) to appoint the Chairman of the Meeting to vote on my/our behalf with respect to the Resolutions below in the manner instructed in Step 2 below to attend and vote the shares underlying my/our holding

OR

Step 1

direct CDN to appoint the following person to vote on my/our behalf with respect to the Resolutions below in the manner instructed in Step 2 below to attend and vote the shares underlying my/our holding.

If you instruct CDN to direct a Proxy to vote and do not mark either the "FOR", "AGAINST" or "ABSTAIN" box, your vote will not be counted as a vote cast.

For counted in computing the required majority.
Vote
Against
Withheld
For Against Vote
Withheld
1. To receive the Company's Annual Report and Financial
Statements and the Auditor's and Directors' reports
12. General Authority to allot shares
2. To approve the Directors' Remuneration Report 13. Approval of ESOPs
3. To elect Laura Tyler as a Director 14. Approval of issue of MD Fee Shares to Laura Tyler
4. To elect Mirco Bardella as a Director 15. Approval of issue of MD Bonus Shares to Laura Tyler
5. To elect Eric Rasmussen as a Director 16. Approval of issue of Performance Rights to Laura Tyler
6. To re-elect Sandra Bates as a Director 17. Approval of issue of ED FY24 Performance Rights to
Sanela Karic
7. To re-elect Michael Rawlinson as a Director 18. Approval of issue of ED FY25 Performance Rights to
Sanela Karic
8. To re-elect Peter Bilbe as a Director 19. Disapplication of Statutory Pre-Emption Rights
9. To re-elect Sanela Karic as a Director 20. Disapplication of Statutory Pre-Emption Rights –
Acquisition and Investment Financing
10. To re-appoint BDO LLP as Auditor 21. Adoption of the New Articles
11. Remuneration of Auditor 22. Notice period for General Meetings other than Annual
General Meetings
Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/
/
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
A
D
T
3
1
7
1
5
8
A